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News and events

Unitholders of Sentry Select Focused Wealth Management Fund and Shareholders of Masthead Resources Ltd. approve the proposed transfer of assets

01/17/2006


Toronto: Sentry Select Focused Wealth Management Fund (“the Fund”) and Masthead Resources Ltd. (“Masthead”) are pleased to announce the following results of the Special Meeting of Unitholders of the Fund and the Special Meeting of Shareholders of Masthead held January 17, 2006.

The Unitholders of the Fund have approved the transfer of all of the assets of the Fund in exchange for common shares and warrants of Masthead. Prior to the transfer of assets taking place the Fund will be converted from an open-end mutual fund to a closed-end fund. The transaction will involve the distribution of the Masthead common shares and warrants to Unitholders of the Fund on a dollar for dollar basis in exchange for their units of the Fund.

Concurrently, the shareholders of Masthead approved the qualifying transaction involving the transfer of all the assets from the Fund in exchange for common shares and warrants of Masthead and the purchase of all issued and outstanding shares of C.A. Bancorp Ltd. in exchange for common shares and warrants of Masthead. Each of the warrants to be issued pursuant to the above transactions will entitle the holders thereof to purchase one Masthead common share for $0.35 for one year following the closing of the transactions. In connection with the approval of the qualifying transaction, Masthead shareholders approved a change of the corporate name to C.A. Bancorp Inc. ("C.A. Bancorp").

After 4:00 pm on January 20th Unitholders will no longer be able to redeem units of the Fund and their units will automatically be exchanged for common shares and warrants of Masthead on the day of the assets transfer transaction. The assets transfer transaction and the C.A. Bancorp transaction are expected to be completed on or before January 31, 2006.

The completion of the transfer of assets from the Fund is a “Qualifying Transaction” for Masthead, a Tier 2 Capital Pool Company, and means that following the transfer of assets Masthead will be a regular Tier 2 issuer on the TSX Venture Exchange.

Details of the number of Masthead shares and warrants will be provided in a news release to be issued after the closing (scheduled for January 24, 2006).

Investment Objectives and Strategy:

Following the completion of the above described transactions, C.A. Bancorp Inc. will operate 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.

Shares of Masthead are listed on the TSX Venture Exchange under the symbol MTH.P

Investor Services (broker/investor inquiries)
Brian McOstrich (media inquiries)
Catherine Pawling (Corporate Secretary)
Tel: 1-888-246-6656 Fax: 416-364-1197
info@sentryselect.com
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