Active Growth Capital Inc.

June 27, 2013 07:30 ET

Active Growth Capital Announces Private Placement, Proposed Consolidation, Advance Notice Provisions for AGM and Management Change

VAL D'OR, QUEBEC--(Marketwired - June 27, 2013) - ACTIVE GROWTH CAPITAL INC. (TSX VENTURE:ACK) (the "Corporation") announces that it has mail the notice of meeting and information circular (collectively, the "Circular") for its annual and special meeting of shareholders to be held on July 18, 2013 (the "Meeting").

Subject to applicable shareholder and regulatory approval, the Corporation may consolidate its outstanding common shares (each a "Share") on the basis of up to five (5) Shares for one (1) post consolidation common share (each a "Post-Consolidation Share") (the "Consolidation"). The Corporation currently has 25,066,689 Shares issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares of the Company issued and outstanding will depend on the ratio selected by the Board.

After careful consideration, the Board of Directors (the "Board") has decided to table this resolution to reduce the number of Shares in order to increase its flexibility with respect to potential business transactions, including any future equity financings and asset based transactions.

Concurrently and conditional upon the approval of the proposed Consolidation, the Corporation is seeking to raise up to $1,000,000 through the issue of a private placement of units (the "Units") at a price of $0.10 per Unit. Each Unit will consist of one (1) Post-Consolidation Share and one (1) Post-Consolidation Share purchase warrant (each a "Warrant"). Each would be exercisable at a price of $0.15 at any time within twelve (12) months from date of issue. A finder's fee may be issued to arm's length parties who introduce subscribers to the Corporation, and is payable in cash, shares, and / or warrants subject to compliance with the TSX Venture Exchange ("TSXV").

The net proceeds of the financing will be used to maintain the Corporation's assets and working capital purposes. Completion of the offering is subject to TSXV approval. All securities issued under the private placement will be subject to a four-month statutory hold period.

The Corporation also announces Board approval of an advance notice by-law (the "By-law"). The purpose of the By-law is to provide shareholders, directors and management of the Corporation with a clear framework for nominating directors. The Corporation is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The By-law is intended to further these objectives.

The By-law, among other things, includes a provision that requires advance notice to the Corporation in certain circumstances where nominations of persons for election to the Board are made by the Corporation's shareholders. The By-law establishes a deadline by which director nominations must be submitted to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Corporation. No person will be eligible for election to the Board unless nominated in accordance with the By-law.

In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Corporation must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Corporation will seek shareholder approval of the Consolidation and the By-law at the Meeting, or any adjournment thereof. The Circular provides further details of these items.

A copy of the Circular and the By-law will be available on SEDAR under the Corporation 's profile at

Lastly the Corporation announces that Mr. Fred Tejada and Mr. Martin Tremblay have resigned respectively as director and President, CEO and director of the Corporation. The Board would like to thank Mr. Tejada and Mr. Tremblay and wish them success in their future endeavors.

Mr. Marc Labrecque, CFO of the Corporation, has agreed to serve President and CEO on an interim basis. The Board also appointed Mr. Jean-François Lemay as director, subject to TSXV's approval.

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

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

  • Active Growth Capital Inc.
    Marc Labrecque
    Interim President and CEO and CFO
    (819) 825-0001