C.A. Bancorp Inc.
TSX VENTURE : BKP

C.A. Bancorp Inc.

November 27, 2006 18:05 ET

John F. Driscoll Files Early Warning Report Following Acquisition of Common Shares of C.A. Bancorp Inc. 'TSX-V: BKP'

Early Warning Report Pursuant to National Instrument 62-103

TORONTO, ONTARIO--(CCNMatthews - Nov. 27, 2006) - John F. Driscoll (the "Offeror"), The Exchange Tower, 130 King Street West, Suite 2850, P.O. Box 2850, Toronto, Ontario M5X 1A4 announces that, pursuant to the closing of a public offering ("Offering") of C.A. Bancorp Inc. ("C.A. Bancorp") (TSX VENTURE:BKP), the Offeror has acquired together with its joint actors ownership of 15,833,333 common shares of C.A. Bancorp at a price of $0.30 per common share (the "Acquisition").

Prior to the Acquisition, the Offeror together with joint actors beneficially owned an aggregate of 5,874,379 common shares of C.A. Bancorp, representing approximately 48.2% of the outstanding common shares of C.A. Bancorp, as well as convertible securities to purchase up to an additional 4,149,379 common shares of C.A. Bancorp. Of these totals, DCT Investment Corp. held 1,900,000 common shares of C.A. Bancorp, Petro Assets Inc. held 3,399,906 common shares and 3,399,906 warrants to purchase common shares of C.A. Bancorp, Driscoll Children's Trust held 574,473 common shares and 574,473 warrants to purchase common shares of C.A. Bancorp and the Offeror held options to purchase 175,000 common shares of C.A. Bancorp. In connection with, and subject to completion of, the Offering, the Offeror together with Petro Assets Inc. (3,399,906 warrants) and Driscoll Children's Trust (574,473 warrants) agreed with C.A. Bancorp that 3,974,379 common share purchase warrants will be cancelled.

After giving effect to the Acquisition and the cancellation of 3,974,379 common share purchase warrants, the Offeror together with joint actors holds an aggregate of 21,707,712 common shares of C.A. Bancorp, representing approximately 15.6% of the outstanding common shares of C.A. Bancorp, and rights to acquire up to an additional 175,000 common shares of C.A. Bancorp upon exercise of convertible securities. Of these totals, J.F. Driscoll Investment Corp. holds 15,833,333 common shares of C.A. Bancorp, DCT Investment Corp. holds 1,900,000 common shares, Petro Assets Inc. holds 3,399,906 common shares, Driscoll Children's Trust holds 574,473 common shares and the Offeror holds options to purchase 175,000 common shares of C.A. Bancorp. If the Offeror were to exercise all of his options to purchase common shares of C.A. Bancorp, the Offeror together with joint actors would beneficially own an aggregate of 21,882,712 common shares of C.A. Bancorp, representing approximately 15.7% of the outstanding common shares of C.A. Bancorp, calculated on a partially diluted basis assuming the exercise of the options held by the Offeror only (but not the exercise of any convertible securities held by any other holder).

The Acquisition was effected through an issuance from treasury. The common shares of C.A. Bancorp were acquired for investment purposes. The Offeror together with joint actors may from time to time, depending on market and other conditions, increase his beneficial ownership, control or direction over the common shares or other securities of C.A. Bancorp, through market transactions, private agreements, treasury issuances, exercise of convertible securities, or otherwise.

An early warning report in respect of the above noted transaction will be filed on SEDAR and will be available at www.sedar.com.


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • The Exchange Tower
    Paolo De Luca
    (416) 214-5985 ext. 510
    or
    The Exchange Tower
    130 King Street West, Suite 2850
    Toronto, Ontario M5X lA4