Sentry Select Capital Corp.

Sentry Select Capital Corp.
C.A. Bancorp Inc.
TSX VENTURE : MTH.P

C.A. Bancorp Inc.

January 27, 2006 15:21 ET

C.A. Bancorp Inc. Completes Transaction to Acquire Assets of Sentry Select Focused Wealth Management Fund and C.A. Bancorp Ltd.

TORONTO, ONTARIO--(CCNMatthews - Jan. 27, 2006) -

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

C.A. Bancorp Inc. (formerly Masthead Resources Ltd.) (TSX VENTURE:MTH.P) is pleased to announce that it has completed the transaction to acquire all of the assets of Sentry Select Focused Wealth Management Fund (the "Fund") and all of the shares of C.A. Bancorp Ltd. (the "Corporation").

In a meeting held January 17, 2006, shareholders of Masthead Resources Ltd. voted in favour of acquiring the assets of the Fund and the shares of the Corporation.

Consideration paid

The consideration paid for the assets of the Fund consists of 4,516,379 C.A. Bancorp Inc. common shares and common share purchase warrants. The consideration paid for the shares of the Corporation consists of 3,399,906 C.A. Bancorp Inc. common shares and common share purchase warrants. Each warrant entitles the holders to purchase one common share at $0.35 for one year. The common shares and warrants issued to former shareholders of the Corporation will be held in escrow pursuant to a value security escrow agreement under the policies of the TSX Venture Exchange.

Fund's approval

In a meeting held January 17, 2006, unitholders of the Fund approved the proposed transfer of assets from the Fund to C.A. Bancorp Inc. in exchange for common shares and common share purchase warrants.

Fund to be dissolved

The common shares and common share purchase warrants of C.A. Bancorp Inc. held by the Fund will be distributed to unitholders of the Fund in proportion to their respective interests in the Fund, following which the Fund will be dissolved.

Trading information

C.A. Bancorp Inc. (formerly Masthead Resources Ltd.) common shares are traded through the facilities of the TSX Venture Exchange under the symbol MTH.P. The price for C.A. Bancorp Inc. shares at the close of the market on January 25, 2006 was $0.35 per share.

Name change

Pursuant to the Transaction, Masthead Resources Ltd. changed its name to C.A. Bancorp Inc. and its trading symbol on the TSX Venture Exchange will change to BKP.

Investment Objectives and Strategy

C.A. Bancorp Inc. operates two businesses: a merchant bank and a market intermediary (through its wholly owned subsidiary C.A. Bancorp Ltd.).

As a merchant bank, C.A. Bancorp will pursue a strategy of making equity investments in Canadian small and middle-market public and private companies that exhibit the potential for substantial capital appreciation through improved management, financial performance and enhanced strategic positioning. Among other strategies, C.A. Bancorp will target undervalued companies that are underperforming due to poor management execution or inadequate capital structure or are undergoing a significant transition, such as a change in senior management or a succession in ownership.

It is anticipated that C.A. Bancorp will make investments of $0.5 million to $10 million in companies with enterprise values ranging from $20 million to $100 million. Transaction types may include open market purchases and private placement of securities of public issuers, management buyouts, equity investment in private issuers, going-private transactions and restructurings. Typically, C.A. Bancorp will seek to exercise significant influence through positions on the boards of directors of portfolio companies, as well as through structural and governance rights in privately held companies. Effective control of each portfolio company will be sought, either through a shareholders' agreement, board representation or significant ownership to ensure that C.A. Bancorp can direct change, if necessary. In all cases, board representation, governance standards and, in the case of the privately held companies, shareholder rights and protections will be sought.

C.A. Bancorp will invest in the form of subordinated debentures, convertible debentures, preference shares, common equity or similar equity-like instruments.

C.A. Bancorp intends to be an active and constructive partner whose executives will work together with management of portfolio companies to implement strategic, financial and governance initiatives with a view to creating significant values.

As a market intermediary, C.A. Bancorp Ltd. will find equity and/or debt financing for junior and mid-market public and private companies in various industry sectors including oil and gas, and mining.

The securities offered hereby have not been registered under the U.S. 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 requirements. 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 state in which such offer, solicitation or sale would be unlawful.



The Exchange Tower
130 King Street West
Suite 2850, P.O. Box 104
Toronto, Ontario M5X 1A4


The TSX Venture Exchange has in no way passed upon the merits of the transactions and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • Sentry Select Capital Corp.
    Investor Services
    (broker/investor inquiries)
    1 (888) 246-6656
    (416) 364-1197 (FAX)
    or
    Sentry Select Capital Corp.
    Brian McOstrich
    (media inquiries)
    1 (888) 246-6656
    (416) 364-1197 (FAX)
    or
    Sentry Select Capital Corp.
    Katherine Pawling
    (Corporate Secretary)
    1 (888) 246-6656
    (416) 364-1197 (FAX)
    info@sentryselect.com
    www.sentryselect.com