Active Growth Capital Inc.
TSX VENTURE : ACK

Active Growth Capital Inc.

October 11, 2016 11:17 ET

Active Growth Announces TSXV Conditional Approval of Proposed COB and Date of Shareholders Meeting

VAL D'OR, QUEBEC--(Marketwired - Oct. 11, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Active Growth Capital Inc. (TSX VENTURE:ACK) ("ACK" or the "Corporation") is pleased to announce that it will hold an annual general and special meeting of its shareholders on November 1, 2016 (the "Meeting") for the purposes of approving (i) a change of business from one focused on mining exploration, to that of developing and commercializing quantum random number generator technologies (the "Proposed COB") under the rules of the TSX Venture Exchange (the "TSXV"), (ii) the election of new directors of the board of directors of the Corporation (the "New Directors"), (iii) the payment of a finder's fee by the of 600,000 common shares of the Corporation (each a "Share") to Mr. Éric Leboeuf, a controlling shareholder of the Corporation ("Finder's Fee"), (iv) a change of the name of the Corporation to "Quantum Numbers Corp." (the "Name Change"), and (v) the approval of a new stock option plan (the "New SOP") and, together with the Finder's Fee, the New Directors, the Name Change and the New SOP, the "Other Transactions").

The record date for the purpose of determining the holders of Shares entitled to receive notice of and attend the Meeting and vote thereat is October 5, 2016. The management information circular (the "Circular") relating to the Meeting provides significant disclosure with respect to the matters to be submitted to the Meeting and will be filed under the Corporation's profile at www.sedar.com.

PROPOSED COB

The Corporation announced its intention to proceed with the Proposed COB via news releases dated July 21, 2016 and August 4, 2016. If completed, the Proposed COB will constitute a "Change of Business" under Policy 5.2 of the TSXV and is conditional upon, among other things, the Corporation obtaining TSXV and shareholder approval.

Upon completion of the Proposed COB, the Corporation will become a Tier 2 technology company. If the Proposed COB does not obtain regulatory and shareholder approval, the Corporation will not proceed with the Other Transactions, other than the New SOP. In such circumstances, the Board will reconsider the strategic objectives of the Corporation and report back to the shareholders.

OTHER TRANSACTIONS

Election of New Directors

The Corporation is seeking shareholder approval to establish a new board of directors comprised of five (5) individuals, two (2) of whom would be independent. They include: Mr. Pierre C. Miron, future President and CEO of the Corporation, Mr. Luc Paquet, President and CEO of TransferTech Sherbrooke, Dr. Bertrand Reulet, inventor of the Technology (as defined hereinafter), Mr. Marc Labrecque, current President and CEO of ACK, and Mr. Maxime Lemieux, lawyer at McMillan LLP.

Finder's Fee

ACK will also seek out the necessary disinterested shareholder approval of the payment of the Finder's Fee. For details and information about the Finder's Fee, please see the Circular.

Approval of the New Stock Option Plan

The primary effect of the New SOP, which has been approved by the Board on September 16, 2016 and will remain effective only upon receipt of shareholder and TSXV approval, is a change from a fixed number stock option plan to a rolling stock option plan, with the maximum number of Shares reserved for issuance being equal to ten percent (10%) of the issued and outstanding Shares as at the date of the grant of an option under the amended stock option plan. For further details and information about the New SOP, please see the Circular.

Name Change

The Corporation proposes to change its name to "Quantum Numbers Corp." following the Proposed COB.

SHAREHOLDER'S MEETING

Shareholder approval of not less than 66 2/3% of the Shares voting in person or by proxy at the Meeting will be required to approve the Name Change. The resolutions approving the Proposed COB, the New Directors and the New SOP require approval by a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting. The resolutions approving the Finder's Fee require approval by a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting excluding the Shares held by Mr. Éric Leboeuf.

CONCURRENT FINANCING

In connection with the proposed COB and Other Transactions, the Corporation expects to complete an arm's length non brokered private placement of a minimum of 17,000,000 units and up to a maximum of 20,000,000 units at a price per unit of $0.05 resulting in gross proceeds to the Corporation of a minimum of $850,000 and up to a maximum of $1,000,000 (the "Concurrent Financing"). Each unit shall be one (1) Share and one (1) Share purchase warrant.
Each warrant shall be exercisable for a period of 12 months from the date of completion of the Concurrent Financing, into one (1) Share at an exercise price of $0.10.

The Corporation may pay finder's fee of 7% of the aggregate proceeds of the Concurrent Financing. For further details and information about the Concurrent Financing, please see the Circular.

CONDITIONAL APPROVAL

The TSXV has conditionally approved the Change of Business, Other Transactions and Concurrent Financing, subject to ACK fulfilling all of the requirements of the TSXV including receipt of shareholder approval where applicable.

OTHER UPDATE

The Corporation also wishes to inform that the option agreement with St-Georges Platinum Ltd. and two prospectors has been terminated in accordance with its terms.

OTHER INFORMATION

Completion of the Proposed COB and Other Transactions is subject to a number of conditions, including TSXV acceptance and shareholder approval. The Proposed COB and Other Transactions cannot close until the required shareholder approval is obtained. TSXV approval of the Concurrent Financing is also required. There can be no assurance that the Proposed COB, Other Transactions and Concurrent Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed COB, Other Transactions and Concurrent Financing, any information released or received with respect thereto may not be accurate or complete and should not be relied upon. Trading in the securities of ACK should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed COB, Other Transactions and Concurrent Financing, and has neither approved nor disapproved the contents of this press release.

On behalf of the Corporation,

Marc Labrecque, President and CEO

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Statements

Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Corporation's the most recently filed Annual Report which is available on SEDAR at www.sedar.com.

Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.

Contact Information

  • Marc Labrecque
    President and Chief Executive Officer of ACK
    (819) 825-0001