Active Growth Capital Inc.
TSX VENTURE : ACK

Active Growth Capital Inc.

November 24, 2016 12:35 ET

Active Growth Closes Change of Business Transaction and Oversubscribed Private Placement Financing

VAL D'OR, QUEBEC--(Marketwired - Nov. 24, 2016) -

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

Active Growth Capital Inc. (TSX VENTURE:ACK) to become Quantum Numbers Corp. (the "Corporation"), is pleased to announce the completion, effective November 23, 2016, of its proposed change of business (the "Transaction") pursuant to which it acquired the quantum random number generator technologies (the "Acquisition"), as more particularly described in the Corporation's management information circular dated October 6, 2016 (the "Circular") and news releases dated August 4 and October 11, 2016.

The Corporation has also closed the concurrent private placement financing for gross proceeds of $1,148,300 (the "Concurrent Financing"), which had to be increased from the initial $1,000,000 maximum to accommodate oversubscriptions. The Corporation issued 22,966,000 units at a price of $0.05 per unit, each comprised of one common shares (each a "Share") of the Corporation and one Share purchase warrant, each entitling the holder to purchase one additional Share at a price of $0.10 until November 23, 2017. In conjunction with the closing of the Concurrent Financing, the Corporation paid cash finder's fees totaling $64,275 and issued a total of 879,500 finder warrants to certain arm's-length finders, with each finder warrant entitling the holder to purchase one Share at a price of $0.10 until November 23, 2017.

In connection in with the Acquisition, an aggregate of 600,000 Shares (the "Finder's Shares") were issued to Éric Leboeuf, a non arm's length party to both the Corporation, as a finder's fee. The Finder's Shares were issued at a deemed price of $0.05 per Share.

Following completion of the Transaction, the Corporation has 43,209,338 Shares issued and outstanding and the Corporation's cash reserves are approximately $1.1 million.

In connection with the Transaction, Victor Dario and Patrick J. Power stepped down from the Corporation's board of directors (the "Board"). Marc Labrecque and Maxime Lemieux remain on the Board and Pierre C. Miron, Dr. Bertrand Reulet and Luc Paquet have been appointed to the Board. Messrs. Miron, Paquet and Lemieux, will comprise the Corporation's Audit Committee going forward. In addition, Mr. Labrecque stepped down as President and CEO, and Maxime Lemieux stepped down as Secretary, and the following individuals have been appointed as officers of the Corporation:

  • Pierre C. Miron, President and Chief Executive Officer
  • Pierre Cardinal, Vice-President Development and Commercialization
  • Patrick J. Power, Chief Financial Officer
  • Marc Labrecque, Secretary

For further details on the Corporation's directors and officers, please see the Circular, a copy of which is available at www.sedar.com.

The 6,000,000 Shares issued pursuant to the Acquisition and the 600,000 Finder's Shares are subject to the Tier 2 value escrow requirements of the TSXV and 720,000 Shares held by principals of the Corporation are subject to the Tier 1 value escrow requirements of the TSXV.

The Corporation has also granted incentive stock options to its directors, officers and consultants, entitling them to purchase up to 1,250,000 Shares at an exercise price of $0.10 for a period of five years.

All of the securities issued pursuant to the Concurrent Financing and the Acquisition, including the Finder's Shares and any shares issued pursuant to the exercise of the warrants forming part of the units, the finder warrants or the options, are subject to a hold period until March 24, 2017.

The Corporation will resume trading on the TSX Venture Exchange ("TSXV") after the TSXV's conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the Transaction. The Directors of the Corporation have approved a change of name to "Quantum Numbers Corp.", with the symbol "QNC" having been reserved by the TSXV. The new CUSIP for the Shares is 74766T105 and the new ISIN is CA74766T1057. Registered shareholders of the Company may contact the Company's registrar and transfer agent, Computershare Investor Services Inc., in order to exchange existing Share certificates for new Share certificates. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their own name need take no further action. The Corporation will submit an application to the TSXV for approval of the name change, which is expected to be effective when trading in the Corporation's Shares is resumed. The Corporation will advise of the expected listing date once the name change has been made effective and the TSXV issues its final exchange bulletin on or about December 1, 2016.

As part of the Concurrent Financing and Acquisition, Éric Leboeuf, an insider of the Corporation, acquired 2,000,000 Units and 600,000 Finder's Shares (collectively the "Insider Acquisition"). The Insider Acquisition is considered a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under MI 61-101, as the fair market value of the Units and Finder's Shares issued to Mr. Leboeuf pursuant thereto did not exceed 25% of the Corporation's market capitalization.

Collectively with Mr. Leboeuf prior holding of 1,438,200 Shares and 1,000,000 warrants, the 2,600,000 Shares and 2,000,000 Warrants acquired pursuant to the Insider Acquisition, represents 15.23% of the issued and outstanding Shares on a partially diluted basis, assuming the exercise of the warrants held by Mr. Leboeuf. An Early Warning Report respecting this transaction will be electronically filed and will be available for viewing at www.sedar.com.

The Corporation will now focus on the commercialization and development of the technology acquired through the Transaction.

Cautionary Statements

This press release contains "forward-looking information" within the meaning of applicable securities laws, including final approval of the TSXV. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to update forward-looking information, except as required by securities law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Active Growth Capital Inc.
    Pierre C. Miron
    President and Chief Executive Officer
    (514) 894-4324