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 info@cabancorp.com
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