Constellation Cap signs LOI to acquire Active Witness

Executive Summary

• Constellation Capital Corp. has entered a non‑binding LOI to acquire Active Witness Corp., which would serve as Constellation’s qualifying transaction and result in its listing on the TSX Venture Exchange as an industrial/technology/life‑sciences issuer.
• The deal contemplates issuance of Constellation common shares at a deemed price of $0.10 per share, valuing Active Witness at approximately $13 million plus bridge financing proceeds; post‑transaction ownership would be ~76.2% Active Witness shareholders, 17.0% concurrent private placement investors, and 6.8% existing Constellation shareholders.
• Two private placements are planned for Active Witness: a bridge financing of $250k–$450k (common shares or convertible debentures) and a concurrent placement up to $3 million, with proceeds earmarked for transaction costs, working capital, and business expansion.

Key Details

• LOI Date & Parties: Non‑binding letter of intent dated Sept. 29 2025 between Constellation Capital Corp. (a TSX Venture capital pool company) and Active Witness Corp. (private BC corporation).
• Transaction Structure:
• Constellation to issue common shares at a deemed $0.10 per share price to Active Witness shareholders.
• Valuation basis: $13 million plus any bridge financing proceeds; additional $1.2 million contributed by Constellation.
• Post‑Closing Share Count & Ownership: Expected 176.5 million common shares outstanding. Ownership split (undiluted):
• Constellation existing shareholders – ~6.8%
• Active Witness shareholders (including bridge financing subscribers) – ~76.2%
• Concurrent private placement investors – ~17.0%
• Key Shareholders: Vincorp Holdings Ltd. (~24.93%) and Novas Capital Corp. (~21.86%) will be the largest holders in the resulting issuer.
• Board Composition: Constellation’s board to be reconstituted on closing with nominees from Active Witness; details to follow in a comprehensive press release.
• Bridge Financing (Private Placement 1):
• Target raise: $250,000–$450,000.
• Instruments: Common shares or unsecured convertible debentures (convertible prior to closing).
• Use of proceeds: 100% for legal, accounting, and working‑capital costs related to the transaction.
• Concurrent Private Placement (Private Placement 2):
• Target raise: Up to $3 million.
• Closing deadline: No later than Feb. 13 2026, subject to exchange approval.
• Use of proceeds: Business expansion and general working capital.
• Conditions & Timeline:
• Completion contingent on satisfactory due diligence, bridge financing, concurrent placement, and required approvals (exchange, directors, shareholders).
• LOI termination dates: Nov. 15 2025 if bridge financing not completed; otherwise Feb. 27 2026 unless extended by mutual consent.
• Regulatory Status: Trading of Constellation shares halted pending fulfillment of exchange conditions; no cease‑trade order anticipated.

Notable Quotes

(No direct quotes were provided in the release.)