Toronto: C.A. Bancorp Inc. (formerly
Masthead Resources Ltd.) is pleased to announce that it has completed
the transaction to acquire all of the assets of Sentry Select Focused
Wealth Management Fund (the “Fund”) and all of the shares of C.A.
Bancorp Ltd. (the “Corporation”).
In
a meeting held January 17, 2006, shareholders of Masthead Resources
Ltd. voted in favour of acquiring the assets of the Fund and the shares
of the Corporation.
Consideration Paid: The
consideration paid for the assets of the Fund consists of 4,516,379
C.A. Bancorp Inc. common shares and common share purchase warrants. The
consideration paid for the shares of the Corporation consists of
3,399,906 C.A. Bancorp Inc. common shares and common share purchase
warrants. Each warrant entitles the holders to purchase one common
share at $0.35 for one year. The common shares and warrants issued to
former shareholders of the Corporation will be held in escrow pursuant
to a value security escrow agreement under the policies of the TSX
Venture Exchange.
Fund's Approval:
In a meeting held January 17, 2006, unitholders of the Fund approved
the proposed transfer of assets from the Fund to C.A. Bancorp Inc. in
exchange for common shares and common share purchase warrants.
Fund to be Dissolved:
The common shares and common share purchase warrants of C.A. Bancorp
Inc. held by the Fund will be distributed to unitholders of the Fund in
proportion to their respective interests in the Fund, following which
the Fund will be dissolved.
Trading Information:
C.A. Bancorp Inc. (formerly Masthead Resources Ltd.) common shares are
traded through the facilities of the TSX Venture Exchange under the
symbol MTH.P. The price for C.A. Bancorp Inc. shares at the close of
the market on January 25, 2006 was $0.35 per share.
Name Change:
Pursuant to the Transaction, Masthead Resources Ltd. changed its name
to C.A. Bancorp Inc. and its trading symbol on the TSX Venture Exchange
will change to BKP.
Investment Objectives and Strategy:
C.A. Bancorp Inc. operates two businesses: a merchant bank and a market
intermediary (through its wholly owned subsidiary C.A. Bancorp Ltd.).
As
a merchant bank, C.A. Bancorp will pursue a strategy of making equity
investments in Canadian small and middle-market public and private
companies that exhibit the potential for substantial capital
appreciation through improved management, financial performance and
enhanced strategic positioning. Among other strategies, C.A. Bancorp
will target undervalued companies that are underperforming due to poor
management execution or inadequate capital structure or are undergoing
a significant transition, such as a change in senior management or a
succession in ownership.
It
is anticipated that C.A. Bancorp will make investments of $0.5 million
to $10 million in companies with enterprise values ranging from $20
million to $100 million. Transaction types may include open market
purchases and private placement of securities of public issuers,
management buyouts, equity investment in private issuers, going-private
transactions and restructurings. Typically, C.A. Bancorp will seek to
exercise significant influence through positions on the boards of
directors of portfolio companies, as well as through structural and
governance rights in privately held companies. Effective control of
each portfolio company will be sought, either through a shareholders’
agreement, board representation or significant ownership to ensure that
C.A. Bancorp can direct change, if necessary. In all cases, board
representation, governance standards and, in the case of the privately
held companies, shareholder rights and protections will be sought.
C.A.
Bancorp will invest in the form of subordinated debentures, convertible
debentures, preference shares, common equity or similar equity-like
instruments.
C.A.
Bancorp intends to be an active and constructive partner whose
executives will work together with management of portfolio companies to
implement strategic, financial and governance initiatives with a view
to creating significant values.
As
a market intermediary, C.A. Bancorp Ltd. will find equity and/or debt
financing for junior and mid-market public and private companies in
various industry sectors including oil and gas, and mining. Contact Information: Investor Services (broker/investor inquiries)
Brian McOstrich (media inquiries)
Tel: 1-888-246-6656 Fax: 416-364-1197 info@sentryselect.com info@cabancorp.com
The securities offered hereby have not been
registered under the U.S. Securities Act of 1933, as amended and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any state
in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATED IN THE UNITED STATES
The
TSX Venture Exchange has in no way passed upon the merits of the
transactions and has neither approved nor disapproved of the contents
of this press release.
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