Active Growth Capital Inc.

TSX VENTURE : ACK


December 13, 2012 16:47 ET

Active Growth Capital Announces Closing of $250,000 Private Placement

VAL D'OR, CANADA--(Marketwire - Dec. 13, 2012) - ACTIVE GROWTH CAPITAL INC. (TSX VENTURE:ACK) (the "Corporation") is pleased to announce the closing of its previously announced private placement for aggregate gross proceeds of $250,000, through the issuance of 10,000,000 Units at $0.025 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant (a "Warrant") with each Warrant exercisable at a price of $0.10 at any time within twelve (12) months from date of issue. Please note that the initial press release mentioned a half Warrant in each Unit, which was later modified for a full Warrant per Unit. The Corporation paid a finder's fee of $3,600, equal to 8% of certain gross proceeds of the private placement, to a registered dealer.

Proceeds from the private placement will be used towards the Corporation's operations in Canada, approximately $200,000 will be allocated for accounts payable, $35,000 for operations and $15,000 for the Corporation's Annual and Special Meeting, expected to be held within the next 3 months. The private placement was approved by the Corporation's board of directors, excluding those directors that have a direct interest in the private placement.

One insider participated in the private placement, thereby making the private placement a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mr. Marc Labrecque, Chief Financial Officer and a director of the Corporation, purchased 800,000 Units and owns or controls 800,000 common shares or approximately 3.19% of the total common shares issued and outstanding after completion of the Private Placement (or 1,850,000 common shares representing approximately 7.08% of the issued and outstanding common shares assuming the exercise of convertible securities owned by Mr. Labrecque entitling him to acquire 1,050,000 common shares upon conversion). The private placement was unanimously approved by the directors of the Corportaion, with Mr. Labrecque disclosing his interest and abstaining from voting with respect thereto. The private placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by Mr. Labrecque exceeded 25% of the Corporation's market capitalization.

This private placement is necessary to support existing operations, activities and assets, and none of the proceeds will be used to fund the purchase or pursuit of new businesses, operations or activities, or to compensate, settle indebtedness with, or otherwise satisfy obligations to, any person who is a Related Party (as such term is defined in the TSX Venture Exchange ("TSXV") Corporate Finance Manual).

Completion of the offering is subject to the TSXV final approval. The private placement is being completed pursuant to the TSXV's Notice to Issuers dated August 17, 2012, regarding Temporary Relief from Certain Pricing Requirements.

All securities issued under the offering will be subject to a statutory hold period ending April 14, 2013.

About Active Growth Capital

Active Growth is a TSX listed junior mineral exploration issuer whose long-term objective is to build a diversified company focused on the acquisition, exploration and development of mineral properties. Additional information about the Corporation is available on SEDAR at www.sedar.com.

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 news release.

Contact Information

  • Martin Tremblay
    President and CEO
    (514) 476-7773