TORONTO, Aug. 13 /CNW/ - Active Control Technology Inc. (TSX-V:ACT)
announced today that Mr. Richard Hazell, Chairman of ACT, an insider of the
Company, has agreed to participate in a non-brokered private placement of a
minimum of $1,000,000 and a maximum of $1,500,000 of gross proceeds for the
Company including the sale of up to 6,000,000 of his free trading common
shares at a price of $0.10 per share. The Company will offer a minimum of
10,000,000 units and a maximum of 15,000,000 units (the "Units") of the
Company at $0.10 per Unit. Each Unit will consist of one (1) common share and
one-half (1/2) of a common share purchase warrant ("Warrant") exercisable for
24 months at $0.125 per full Warrant.
Mr. Hazell, directly and indirectly, owns just under 14 million shares
representing approximately 8.7% of the current issued and outstanding shares
of the Company. He has been involved in the Company for over 7 years and
remains committed to the continued success of the Company's commercialization
of the ActiveMine(TM) system. Mr. Hazell will receive no financial gain,
directly or indirectly, through this transaction.
The total gross proceeds realized by Mr. Hazell on the sale of his shares
(being sold as a "swap" - i.e. exchanging his free trading shares for 4 month,
plus one day hold shares) will be immediately reinvested into the Company by
Mr. Hazell purchasing, on a private placement basis, up to 6,000,000 Units.
The purchasers of Mr. Hazell's 6,000,000 common shares will also receive
3,000,000 Warrants out of the Units subscribed for by Mr. Hazell. Such
Warrants will bear a standard resale legend, as will the common shares forming
part of the Units. The purchasers of Mr. Hazell's 6,000,000 common shares will
receive his 3,000,000 Warrants out of the Units subscribed for by Mr. Hazell.
Mr. Hazell will not receive any warrants from the contemplated transaction.
Aberdeen Gould Capital Markets Ltd. (the "Agent") of Toronto, Canada will
receive a commission of 6% cash of the gross amount raised in the private
placement. In addition, the Agent will receive compensation equal to 6% of the
gross Units sold - such compensation units having the same characteristics of
The private placement by Mr. Hazell is exempt from the valuation and
minority shareholder approval requirements of Multilateral Instrument 61-101
("MI 61-101") by virtue of the exemptions contained in section 5.5(a) and
5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for
the securities of the Company to be issued to the insider does not exceed 25%
of its market capitalization.
The net proceeds of the financing will be used for working capital
About Active Control Technology
Active Control Technology is a mining services company specializing in
advanced wireless communication, productivity and safety systems. The
company's MSHA-approved ActiveMine system provides two-way wireless voice
communication, real-time tracking of personnel and assets, and high bandwidth
data applications such as streaming video and operational data from mining
machinery, over a robust wireless Wi-Fi network. Located in Burlington,
Ontario, Canada, Active Control trades publicly on the TSX Venture Exchange
under the symbol ACT. For more information, visit www.activecontrol.com.
Get more out of your mine.(TM)
Neither 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 release.
For further information:
For further information: Steve Barrett, President & CEO, Active Control
Technology, Tel.: (905) 635-3130, Email: firstname.lastname@example.org