Mr. John McPherson reports
A.C.L. CONSTRUCTION LTD. ANNOUNCES SHARES FOR DEBT SETTLEMENT
A.C.L. Construction Ltd., subject to the acceptance of the TSX Venture Exchange, intends to settle an aggregate of $234,495.01 of indebtedness owing to a director of the company, an officer of the company and a corporation controlled by a director of the company through the issuance of an aggregate of 1,954,123 common shares of the company at a deemed price of 12 cents per debt share.
The indebtedness being settled is owing to the creditors pursuant to loans and other amounts advanced by the creditors to the company. Following completion of the share-for-debt transaction, the company will have 75,592,864 common shares issued and outstanding.
The debt shares issued in connection with the share-for-debt transaction will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
Because one of the creditors is a director of the company, another creditor is an officer of the company and the third creditor is a corporation controlled by a director of the company, the share-for-debt transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof, respectively, on the basis that neither the fair market value of the securities to be issued to, nor the fair market value of the consideration paid by, the creditors exceeds 25 per cent of the Company's market capitalization.
About A.C.L. Construction Ltd.
A.C.L. Construction is a civil construction company headquartered in northeastern British Columbia. The company specializes in the infrastructure services that keep Western Canada and the territories resource sector operational. The company delivers large-scale earthworks, underground utility installations and tie-ins, oil field road construction and maintenance, project management, and remediation and reclamation services across some of the region's most demanding and remote environments.
The company is listed on the TSX Venture Exchange, the OTCQB and the Frankfurt Stock Exchange.
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