Constellation Capital Corp. Enters Amalgamation Agreement with Active Witness Corp.
Calgary, Alberta — February 9, 2026 — Leads & Copy — Constellation Capital Corp. (TSXV: CNST.P) has entered an amalgamation agreement with Active Witness Corp. to complete a business combination originally announced on September 29, 2025.
Constellation, a Capital Pool Company under TSX Venture Exchange policies, is seeking Exchange review and approval for the Proposed Transaction. If approved, it will constitute Constellation’s Qualifying Transaction and lead to listing on the Exchange as an Industrial, Technology, or Life Sciences issuer.
A comprehensive press release with financial details regarding Active Witness will be issued after due diligence is completed.
Under the Amalgamation Agreement, Constellation will continue under the Business Corporations Act (British Columbia). Active Witness will amalgamate with Constellation SubCo, a wholly-owned subsidiary of Constellation, to form Amalco.
The share exchange ratio (SER) for the Amalgamation will be calculated based on factors outlined in the agreement, determined just before closing.
Each Active Witness share will be exchanged for Constellation shares equal to one multiplied by the SER. Active Witness warrants will be exchanged for Constellation warrants equal to one multiplied by the SER, exercisable into one Constellation common share at their original price divided by the SER.
Subject to Exchange approval, Active Witness plans a private placement for up to $3,000,000.00 via Active Witness common shares priced at $0.10 multiplied by the SER. Finders assisting with the private placement may receive cash commissions and share purchase warrants.
Net proceeds from the Concurrent Private Placement are intended for business expansion and general working capital. However, the allocation of proceeds may change based on future operations and opportunities. All Active Witness shares and warrants issued under the Concurrent Private Placement will be exchanged for Constellation securities.
Based on an estimated SER of 1.82, assuming full subscription under the Concurrent Private Placement, Constellation expects to issue 163,691,773 common shares (including 30,000,000 from the private placement) at $0.10 per share, and 7,091,885 warrants. Warrants were not assigned a value for calculating the deemed purchase price.
Completion of the Transaction is subject to conditions, including completion of the Private Placement, limited dissent rights exercised by Active Witness and Constellation shareholders, approval by Active Witness shareholders, and approvals from the Exchange, securities regulators, and other parties. The Amalgamation Agreement will terminate on April 15, 2026, unless extended.
Post-transaction, current Constellation shareholders are estimated to own approximately 6.8% of Constellation shares, while former Active Witness shareholders will own approximately 93.2%, both on an undiluted basis. Vincorp Holdings Ltd., controlled by Rajeev (Rob) Bakshi, and Novas Capital Corp., controlled by Ken Hallat, will own approximately 24.52% and 22.02%, respectively, of the Resulting Issuer (undiluted).
Immediately after the Amalgamation, Amalco and Constellation will amalgamate to form a new corporation that will be named “Active Witness Corp.”
The board of directors of Constellation will be reconstituted with nominees from Active Witness. Details will be provided in a future press release.
Shareholder approval from Constellation is not expected, as the Proposed Transaction is not a Related Party Transaction under Exchange policies. Constellation is not subject to a cease trade order and will not be suspended from trading upon completion of the Proposed Transaction.
Active Witness, founded in 2018, licenses access control software for secured facilities, combining cloud-based software, regenerating QR mobile credentials, optional facial authentication, and a built-in video intercom.
Constellation is a Capital Pool Corporation. Completion of the Transaction will constitute its Qualifying Transaction under Exchange policies.
Trading of Constellation shares has been halted on the Exchange and will remain so until Exchange conditions for resumption are met.
Source: Constellation Capital Corp.
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