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Published on 8/22/2005 in the Prospect News PIPE Daily.

New Issue: Allen-Vanguard increases private placement to C$10 million

By Sheri Kasprzak

New York, Aug. 22 - Allen-Vanguard Corp. has upsized its previously announced private placement to C$10 million from C$7 million.

The company will now sell up to 5,714,286 subscription receipts at C$1.75 each.

The receipts are exchangeable for one unit of one share and one half-share warrant, once the company successfully renegotiates covenants related to credit facilities totaling C$16 million with the Bank of Scotland.

If those requirements are not met within 60 days of the closing, the company will repurchase the receipts at a redemption price equal to the issue price plus accrued interest.

The proceeds will be held in escrow until the conditions are met.

The whole warrants are exercisable at C$2.00 each for 18 months.

The offering was first announced on Aug. 18 as a C$7 million deal of up to 4 million receipts.

A syndicate of placement agents led by Paradigm Capital Inc. and including Loewen, Ondaatje, McCutcheon Ltd. and Versant Partners Inc. will have an over-allotment option for up to 800,000 additional receipts.

The deal is slated to close Sept. 15.

Proceeds from the deal will be used for working capital and to strengthen the company's balance sheet.

Based in Ottawa, Allen-Vanguard develops tools and training procedures for minimizing the effects of hazardous materials or devices.

Issuer:Allen-Vanguard Corp.
Issue:Subscription receipts exchangeable for units of one share and one half-share warrant
Amount:C$10 million (maximum)
Receipts:5,714,286 (maximum)
Greenshoe:For up to 800,000 receipts
Price:C$1.75
Warrants:One half-share warrant upon exchange
Warrant expiration:18 months
Warrant strike price:C$2.00
Placement agent:Paradigm Capital Inc. (lead); Loewen, Ondaatje, McCutcheon Ltd.; Versant Partners Inc.
Pricing date:Aug. 18
Upsized:Aug. 22
Settlement date:Sept. 15
Stock price:C$1.6511 at close Aug. 18
Stock price:C$1.481 at close Aug. 19

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