Constellation Announces Extension Of LOI For The Proposed Acquisition Of Active Witness Corp.
Calgary, Alberta – November 14, 2025 – TheNewswire – Constellation Capital Corp. (TSXV: CNST.P) (“Constellation”) is pleased to announce that, further to its news release of September 29, 2025 in which Constellation announced the signing of a non-binding letter of intent to complete a transaction (the “Proposed Transaction”) whereby it will acquire all of the shares of Active Witness Corp. (“Active Witness”), the parties have agreed to the extension of certain deadlines.
As stated in the September 29, 2025 press release, Active Witness intends to undertake two private placements: The first private placement (the “Bridge Financing”), to be completed by Active Witness prior to the Proposed Transaction, on or before November 15, 2025, consisting of the issuance of $250,000 to $450,000 of common shares or unsecured convertible debentures, and a second private placement whereby Active Witness intends to raise up to $3,000,000 (the “Concurrent Private Placement”) subject to Exchange approval, to be closed no later than February 13, 2026.
The LOI also provided that the LOI would terminate on February 27, 2026 unless otherwise extended in writing by the parties.
Constellation is pleased to announce that the deadline to complete the Bridge Financing has been extended from November 15, 2025 to December 31, 2025, the deadline to complete the Concurrent Private Placement has been extended from February 13, 2026 to March 31, 2026, and the February 27, 2026 deadline has been extended to April 15, 2026, failing which the LOI will be terminated.
About Active Witness
Founded in 2018, Active Witness is a British Columbia-based technology company. It is in the business of licensing its proprietary access control software which controls access or entry into secured facilities such as offices, warehouses, data centers and other facilities requiring access control. The software is a modern control solution that combines cloud-based software, regenerating QR mobile credentials, optional facial authentication, and a built-in video intercom for secure and convenient facility entry.
About Constellation
Constellation is a Capital Pool Corporation under the policies of the Exchange. If completed, the Transaction will constitute Constellation’s Qualifying Transaction under the policies of the Exchange.
Pursuant to the policies of the Exchange, trading of the shares of Constellation has been halted on the Exchange and will remain halted until the conditions of the Exchange for the resumption of trading have been met.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Dayton Marks
Chief Executive Officer and Director
(778) 347-2500
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, Constellation’s completion of the Proposed Transaction and related transactions, the completion of the Bridge Financing or the Concurrent Private Placement, the conditions to be satisfied for the completion of the Proposed Transaction, and the resumption of trading. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of Constellation. Such factors include, among other things, the fact that sufficient funds may not be available or raised pursuant to the concurrent financing, as well as other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits Constellation will obtain from them. Except as required under applicable securities legislation, Constellation undertakes no obligation to publicly update or revise forward-looking information should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Copyright (c) 2025 TheNewswire – All rights reserved.
