Constellation Capital, Active Witness to merge

Executive Summary

• Constellation Capital Corp. entered into an amalgamation agreement with Active Witness Corp. to complete the business combination originally announced on Sept. 29, 2025.
• The transaction is contingent on TSX‑V exchange approval, a concurrent $3 million private placement by Active Witness, and various shareholder dissent thresholds; the agreement expires April 15, 2026 unless extended.
• Upon completion, Active Witness shareholders will own ~93.2% of the combined entity, while current Constellation shareholders will hold ~6.8%; two major holders (Vincorp Holdings Ltd. & Novas Capital Corp.) will control roughly 46.5% of the post‑transaction company.

Key Details

• Amalgamation Structure:
• Active Witness will amalgamate with Constellation SubCo (1574246 B.C. Ltd.), a wholly‑owned subsidiary of Constellation, to form a new corporation (“Amalco”).

• Immediately after, Amalco and Constellation will merge into a single entity that will be renamed Active Witness Corp.

• Share Exchange Ratio (SER):

• SER to be calculated immediately before closing; estimated at 1.82 for illustrative purposes.

• Each Active Witness share ↔ 1 × SER Constellation common shares; each Active Witness warrant ↔ 1 × SER Constellation warrants (exercisable into one Constellation share at original price ÷ SER).

• Concurrent Private Placement (Active Witness):

• Up to $3 million gross proceeds.
• Shares priced at $0.10 × SER per share.

• Net proceeds earmarked for business expansion and general working capital (subject to change).

• Estimated Issuance Upon Closing (based on SER = 1.82 & full subscription):

• 163,691,773 Constellation common shares (including ~30 million from the private placement) at a deemed price of $0.10 per share.
• 7,091,885 Constellation warrants (excluding finder‑related warrants).

• Total deemed purchase price: $16,369,177 (warrants not valued for this calculation).

• Ownership Post‑Transaction (undiluted):

• Current Constellation shareholders: ≈ 6.8%.
• Former Active Witness shareholders: ≈ 93.2%.

• No single shareholder will own ≥10% except:

  • Vincorp Holdings Ltd. (controlled by Rajeev “Rob” Bakshi) – ≈ 24.52%.
  • Novas Capital Corp. (controlled by Ken Hallat) – ≈ 22.02%.

• Conditions to Closing:

• Completion of the $3 M private placement.
• Dissent thresholds: ≤5% of Active Witness shares and ≤5% of Constellation shares may dissent without blocking the deal.
• Approval by Active Witness shareholders, TSX‑V exchange, securities regulators, and any required third parties.

• Agreement terminates on April 15, 2026 unless extended.

• Board Composition:

• Post‑closing board to be comprised of nominees from Active Witness; details will be disclosed in a future comprehensive press release.

• Trading Halt:

• Trading of Constellation shares has been halted pending fulfillment of exchange conditions and will remain suspended until the exchange permits resumption.

• Regulatory & Shareholder Notes:

• The transaction is not considered a related‑party deal under exchange policies; therefore, Constellation shareholder approval is not expected to be required.
• Standard safe‑harbor cautions apply regarding forward‑looking statements and speculative nature of capital pool company securities.

Notable Quotes

No direct quotes were provided in the release.