EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
TORONTO: (CCNMatthews
- September 15, 2006) - John F. Driscoll announces that C.A. Bancorp
Inc. (“C.A. Bancorp”) has acquired 2,500,000 common shares of Charter
Realty Holdings Ltd. (“Charter”) pursuant to a private placement of
Charter at a price of $0.20 per common share (the “Acquisition”).
Prior
to the Acquisition, DCT Investment Corp. (a company controlled by John
F. Driscoll) owned 1,900,000 common shares of Charter, representing
54.3% of the outstanding common shares of Charter. John F. Driscoll
also held options to purchase 175,000 common shares of Charter. In
addition, John F. Driscoll together with joint actors beneficially owns
an aggregate of 5,874,379 common shares of C.A. Bancorp, representing
approximately 50.1% 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. holds 1,900,000 common shares of C.A. Bancorp, Petro
Assets Inc. holds 3,399,906 common shares and 3,399,906 warrants to
purchase common shares of C.A. Bancorp, Driscoll Children's Trust holds
574,473 common shares and 574,473 warrants to purchase common shares of
C.A. Bancorp and John F. Driscoll holds options to purchase 175,000
common shares of C.A. Bancorp.
After
giving effect to the Acquisition, John F. Driscoll together with joint
actors holds an aggregate of 4,400,000 common shares of Charter and
rights to acquire up to an additional 175,000 common shares of Charter
upon exercise of convertible securities. Of these totals, C.A. Bancorp
holds 2,500,000 common shares of Charter, DCT Investment Corp. holds
1,900,000 common shares of Charter and John F. Driscoll holds options
to purchase 175,000 common shares of Charter. If John F. Driscoll were
to exercise all of his options to purchase common shares of Charter,
John F. Driscoll together with joint actors would beneficially own an
aggregate of 4,575,000 common shares of Charter, representing
approximately 74.1% of the outstanding common shares of Charter,
calculated on a partially diluted basis assuming the exercise of the
options held by John F. Driscoll 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 Charter were acquired for investment purposes. John F.
Driscoll 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 Charter,
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.
More information:
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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