A.C.L. Construction Ltd. (TSXV: ACL; OTCQB: AACLF; FSE: A3L0), a civil construction company serving the Peace Region of British Columbia, has announced a shares-for-debt transaction to settle $234,495.01 in outstanding indebtedness owed to company insiders. The company intends to issue 1,954,123 common shares at a deemed price of $0.12 per share, subject to TSX Venture Exchange acceptance. The transaction is classified as a related party transaction under Canadian securities regulations, which investors in TSXV-listed companies may wish to monitor closely.

Key Points

  • A.C.L. Construction Ltd. (TSXV: ACL; OTCQB: AACLF; FSE: A3L0) is a civil construction firm headquartered in Fort St. John, British Columbia
  • The company announced a shares-for-debt transaction to settle $234,495.01 owed to a director, an officer, and a director-controlled corporation
  • 1,954,123 common shares will be issued at $0.12 per share; post-transaction shares outstanding will total 75,592,864
  • Investors should watch for formal TSXV acceptance and the four-month-and-one-day statutory hold period on the issued shares

Terms of the ACL Shares-for-Debt Transaction

A.C.L. Construction intends to issue 1,954,123 common shares at a deemed price of $0.12 per share to settle $234,495.01 in indebtedness arising from loans and other amounts advanced by the Creditors to the company. The transaction remains subject to acceptance by the TSX Venture Exchange. Upon completion, the company's total issued and outstanding common shares will rise to 75,592,864. The Debt Shares will be subject to a statutory hold period of four months and one day from the date of issuance, consistent with applicable Canadian securities laws.

Related Party Classification and Regulatory Exemptions Applied

Because the Creditors include a director, an officer, and a corporation controlled by a director of A.C.L. Construction, the transaction constitutes a related party transaction under Multilateral Instrument 61-101. The company states it is relying on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of securities to be issued, and consideration paid by the Creditors, each fall below 25% of the company's market capitalisation.

A.C.L. Construction's Operations in Northeastern British Columbia

A.C.L. Construction provides civil construction services, including large-scale earthworks, underground utility installations, oilfield road construction and maintenance, project management, and remediation and reclamation services. The company operates across remote and demanding environments in Western Canada and the Territories, primarily serving the resource sector. Headquartered in Fort St. John, British Columbia, the company is listed on the TSX Venture Exchange, the OTCQB, and the Frankfurt Stock Exchange. The immediate share price impact of this announcement was not clear from available public information.