EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
TORONTO, ONTARIO: (CCNMatthews
- November 27, 2006) - John F. Driscoll (the “Offeror”), The Exchange
Tower, 130 King Street West, Suite 2850, P.O. Box 2850, Toronto,
Ontario M5X 1A4 announces that, pursuant to the closing of a public
offering (“Offering”) of C.A. Bancorp Inc. (“C.A. Bancorp”), the
Offeror has acquired together with its joint actors ownership of
15,833,333 common shares of C.A. Bancorp at a price of $0.30 per common
share (the “Acquisition”).
Prior
to the Acquisition, the Offeror together with joint actors beneficially
owned an aggregate of 5,874,379 common shares of C.A. Bancorp,
representing approximately 48.2% of the outstanding common shares of
C.A. Bancorp, as well as convertible securities to purchase up to an
additional 4,149,379 common shares of C.A. Bancorp. Of these totals,
DCT Investment Corp. held 1,900,000 common shares of C.A. Bancorp,
Petro Assets Inc. held 3,399,906 common shares and 3,399,906 warrants
to purchase common shares of C.A. Bancorp, Driscoll Children's Trust
held 574,473 common shares and 574,473 warrants to purchase common
shares of C.A. Bancorp and the Offeror held options to purchase 175,000
common shares of C.A. Bancorp. In connection with, and subject to
completion of, the Offering, the Offeror together with Petro Assets
Inc. (3,399,906 warrants) and Driscoll Children’s Trust (574,473
warrants) agreed with C.A. Bancorp that 3,974,379 common share purchase
warrants will be cancelled.
After
giving effect to the Acquisition and the cancellation of 3,974,379
common share purchase warrants, the Offeror together with joint actors
holds an aggregate of 21,707,712 common shares of C.A. Bancorp,
representing approximately 15.6% of the outstanding common shares of
C.A. Bancorp, and rights to acquire up to an additional 175,000 common
shares of C.A. Bancorp upon exercise of convertible securities. Of
these totals, J.F. Driscoll Investment Corp. holds 15,833,333 common
shares of C.A. Bancorp, DCT Investment Corp. holds 1,900,000 common
shares, Petro Assets Inc. holds 3,399,906 common shares, Driscoll
Children's Trust holds 574,473 common shares and the Offeror holds
options to purchase 175,000 common shares of C.A. Bancorp. If the
Offeror were to exercise all of his options to purchase common shares
of C.A. Bancorp, the Offeror together with joint actors would
beneficially own an aggregate of 21,882,712 common shares of C.A.
Bancorp, representing approximately 15.7% of the outstanding common
shares of C.A. Bancorp, calculated on a partially diluted basis
assuming the exercise of the options held by the Offeror only (but not
the exercise of any convertible securities held by any other holder).
The
Acquisition was effected through an issuance from treasury. The common
shares of C.A. Bancorp were acquired for investment purposes. The
Offeror together with joint actors may from time to time, depending on
market and other conditions, increase his beneficial ownership, control
or direction over the common shares or other securities of C.A.
Bancorp, through market transactions, private agreements, treasury
issuances, exercise of convertible securities, or otherwise.
An early warning report in respect of the above noted transaction will be filed on SEDAR and will be available at www.SEDAR.com.
The Exchange Tower
130 King Street West, Suite 2850,
Toronto, Ontario M5X lA4
For further information, please contact:
Paolo De Luca, (416) 214-5985 ext. 510
The Exchange Tower
130 King Street West, Suite 2850,
Toronto, Ontario M5X lA4 The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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