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M&A / Property

Constellation Announces Proposed Acquisition of Active Witness Corp.

By The Northwire Desk — AI Analysis Feb 09, 2026 · 09:06 CNSTP · None None
CNSTP · Price

Executive Summary

  • Constellation Capital Corp. entered into an Amalgamation Agreement with Active Witness Corp. to complete the business combination originally announced on September 29, 2025.
  • The transaction includes a concurrent private placement by Active Witness for up to $3 million at $0.10 per share (adjusted by the Share Exchange Ratio).
  • Upon closing, Constellation will be renamed “Active Witness Corp.” and its board will be reconstituted with nominees of Active Witness; existing shareholders will own ~6.8% of the combined entity, while former Active Witness shareholders will own ~93.2%.

Key Details

  • Amalgamation Structure:
  • Constellation (a Capital Pool Company) will continue under BC law and merge with Active Witness (via its subsidiary Constellation SubCo) to form a new corporation (“Amalco”).

  • After the Amalgamation, Amalco and Constellation will amalgamate into a single entity named “Active Witness Corp.”

  • Share Exchange Ratio (SER):

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

  • Security Issuance (based on estimated SER = 1.82):

  • Constellation to issue ~163,691,773 common shares (including 30,000,000 from the concurrent private placement) at a deemed price of $0.10 per share.
  • Constellation to issue ~7,091,885 warrants (excluding finder‑related warrants).

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

  • Concurrent Private Placement (Active Witness):

  • Up to $3,000,000 gross proceeds.
  • Shares priced at $0.10 × SER (≈ $0.182 per share with SER = 1.82).

  • Net proceeds earmarked for business expansion and general working capital; allocation may vary.

  • Ownership Post‑Closing (undiluted):

  • Current Constellation shareholders: ~6.8% of combined entity.
  • Former Active Witness shareholders: ~93.2%.

  • No single shareholder will hold ≥10% except:

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

  • Board Composition:

  • Board of Constellation to be reconstituted with Active Witness nominees at closing; details to be disclosed in a future comprehensive press release.

  • Conditions to Closing:

  • Completion of the concurrent private placement.
  • Dissent rights exercised by ≤5% of Active Witness and ≤5% of Constellation shareholders.
  • Approvals from Active Witness shareholders, TSX Venture Exchange, securities regulators, and any required third parties.

  • Amalgamation Agreement terminates on April 15, 2026 unless extended.

  • Trading Halt:

  • Shares of Constellation are halted on the TSX Venture Exchange pending fulfillment of exchange conditions and resumption criteria.

Notable Quotes

No direct quotes were included in the release.

Read the original news release →

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Apr 02, 2026 · 10:10

Constellation Announces Extension to Amalgamation Agreement with Active Witness Corp.

M&A / Property