EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
TORONTO – JF Driscoll Investment Corp. (“JFDI”), The Exchange Tower, 130 King Street West, Suite 2850, P.O. Box 2850, Toronto, Ontario M5X 1A4 announces that it, together with its joint actors, has acquired (the “Acquisition”) 9,216,000 shares (“Common Shares”) of CAPVEST Income Corp. pursuant to the exercise of previously issued rights (“Rights”) to subscribe for common shares (the “Rights Offering”). Pursuant to the Rights Offering, shareholders of record as of July 11, 2006 were entitled to receive one Right for each Common Share held on that date. One Right entitled the holder thereof to purchase one Common Share at a price of $0.15.
Prior to the Acquisition, JFDI owned beneficially or of record, directly or indirectly, 6,350,554 Common Shares and JFDI’s joint actors, Driscoll Children's Trust owned 1,771,752 Common Shares, DCT Investment Corp. owned 501,924 Common Shares, C.A. Bancorp. Inc. owned 200,000 Common Shares and Merrilyn Driscoll owned 880 Common Shares, representing in the aggregate 19.3 % of the total issued and outstanding Common Shares.
As a result of the Acquisition, JFDI together with its joint actors holds an aggregate of 18,041,111 Common Shares and rights to acquire an aggregate of 9,110,200 Common Shares upon exercise of convertible securities (“Convertible Securities”). Of these totals, JFDI holds 15,366,555 Common Shares and $1,850,000 or 8,221,400 Convertible Securities directly. If JFDI and its joint actors were to exercise all of these Convertible Securities, their combined ownership would represent a total of 27,151,311 Common Shares, or approximately 26.99% of the outstanding Common Shares as at August 9, 2006, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only (but not the exercise of any Convertible Securities held by any other holders).
The foregoing acquisition was effected through an issuance from treasury. The Rights were acquired by JFDI and its joint actors for investment purposes. Each of JFDI together with its joint actors may from time to time, depending on market and other conditions, increase their beneficial ownership, control or direction over the Common Shares, Rights or other securities of CAPVEST Income Corp., through market transactions, private agreements, treasury issuances, exercise of convertible securities, including the Rights, or otherwise.
An early warning report is respect of the above noted transaction will be filed on SEDAR and will be available at www.sedar.com.
The Exchange Tower130 King Street West, Suite 2850,Toronto, Ontario M5X lA4.
For further information, please contact:John Vooglaid, CFO and TreasurerThe Exchange Tower130 King Street West, Suite 2850,Toronto, Ontario M5X lA4
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