Some background on ACK
posted on
Dec 15, 2010 06:52PM
The Company is classified as a 'Mineral Exploration and Development' company
Last Update: 12/1/2010 5:26:00 PM
VANCOUVER, Dec. 1, 2010 (Canada NewsWire via COMTEX) -- TSX VENTURE COMPANIES: ACTIVE GROWTH CAPITAL INC. ("ACK") [formerly Active Growth Capital Inc. ("ACK.P")] BULLETIN TYPE:Â Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Reinstated for Trading BULLETIN DATE:Â December 1, 2010 TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Active Growth Capital Inc.'s (the "Company") Qualifying Transaction described in its filing statement (the "Filing Statement") dated November 10, 2010. As a result, effective at the opening Thursday, December 2, 2010, the trading symbol for the Company will change from ACK.P to ACK and the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
Acquisition of a 100% interest in the Bohan Property:
The Exchange has accepted for filing a Property Purchase Agreement between the Company and Eagle Plains Resources Ltd. ("Eagle Plains"), a TSX Venture Listed Company, dated September 20, 2010 under which the Company may acquire a 100% interest in the Bohan Property located in British Columbia.
Pursuant to the Property Purchase Agreement, the Company may acquire a 100% interest in the Bohan Property by issuing 2,000,000 common shares to Eagle Plains. Eagle Plains has been granted a back-in option entitling it to purchase a 50% interest in the Bohan Property at anytime between the second and fourth anniversaries of the closing date by paying the Company the sum of (a) $400,000 plus (b) an amount in cash equal to one half of all amounts spent by the Company on exploration of the Bohan Property and one half of all other expenditures by the Company in relation to the property plus a premium of 150% applied to each expenditure grouping. If Eagle Plains does not exercise its back-in option it will be granted a 1% net smelter returns royalty on the Bohan Property.
In the event that Eagle Plains exercises its back-in option, the parties will be deemed to have formed a joint venture for the further exploration and development of the Bohan Property with the Company holding an initial participating interest of 50% and Eagle Plains holding an initial participating interest of 50%. The Company will be entitled to be the operator under the joint venture so long as its interest in the joint venture is 25% or greater. If, pursuant to the joint venture, any party's interest is diluted to less than 10%, then such party's interest shall automatically convert to a royalty of 1% of net profits out of production from the Bohan Property
The Company will pay a finder's fee of $37,500 to Kalpakian Bros of B.C. Ltd.
The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Non-Brokered Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 10, 2010:
Number of Shares: 1,500,000 flow-through shares Purchase Price: $0.15 per flow-through share Warrants: 1,500,000 share purchase warrants to purchase 1,500,000 non-flow-through shares Warrant Exercise Price: $0.20 for a 24 month period Number of Placees: 9 placees Insider / Pro Group Participation: Insider=Y / Name ProGroup=P / # of Shares Bedo H. Kalpakian Y 200,000 Jacob H. Kalpakian Y 200,000 Christopher Kape Y 333,333 Joseph Capozzo P 166,667 Tom Cox P 130,000 Paul Eto P 70,000 Finders' Fees: Nil
The Company is classified as a 'Mineral Exploration and Development' company.
Capitalization: shares with no par value of which Unlimited shares are issued and outstanding Escrow: 8,250,250 common shares are subject to a 1,000,000 36-month staged release escrow under 2,000,000 the CPC Escrow Agreement common shares are subject to a 36-month staged release escrow Transfer Agent: Equity Transfer & Trust Company Trading Symbol: ACK (new) CUSIP Number: 00507N 10 7 (UNCHANGED)
Reinstated for Trading:
Effective at the opening Thursday, December 2, 2010, trading in the shares of the Company will be reinstated for trading.