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Calgary, Alberta – TheNewswire - February 9, 2026 - Constellation Capital Corp. ( TSXV: CNST.P) (“ Constellation ”) is pleased to announce that it has entered into an amalgamation agreement dated February 9, 2026 (the “ Amalgamation Agreement ”) with Active Witness Corp. (“ Active Witness ”) to complete the business combination (the “ Proposed Transaction ”) originally announced on September 29, 2025.

Constellation is a Capital Pool Company under the policies of the TSX Venture Exchange (the “ Exchange ”).  The Proposed Transaction is subject to the review and approval of the Exchange.  If approved, the Proposed Transaction will constitute Constellation’s Qualifying Transaction, as that term is defined under Policy 2.4 of the Exchange.  If approved, upon Closing, Constellation will be listed on the Exchange as an Industrial or Technology or Life Sciences issuer.

Constellation intends to provide a comprehensive press release with respect to the Proposed Transaction after due diligence has been completed.  Financial information with respect to Active Witness will be provided in the comprehensive press release.

Pursuant to the Amalgamation Agreement, Constellation will continue under the Business Corporations Act (British Columbia) (the “ Continuation ”) and Active Witness will amalgamate under the Business Corporations Act (British Columbia) (the “ Amalgamation ”) with 1574246 B.C. Ltd. (“ Constellation SubCo ”), which is a wholly-owned subsidiary of Constellation to form a new corporation (“ Amalco ”).  

The Amalgamation Agreement sets out calculations for the share exchange ratio (“ SER ”) to be used to calculate the securities to be issued by Constellation pursuant to the Amalgamation.  The SER depends on a number of factors set out in the Amalgamation Agreement and is subject to calculation immediately before closing.

Pursuant to the Amalgamation, each of the issued and outstanding shares of Active Witness will be exchanged for such number of common shares of Constellation equal to one multiplied by the SER, and each of the issued and outstanding warrants of Active Witness will be exchanged for such number of warrants of Constellation equal to one multiplied by the SER, each such warrant exercisable into one Constellation common share at their original price divided by the SER.  

Prior to the Amalgamation, subject to Exchange approval, Active Witness intends to complete a private placement for gross proceeds of up to $3,000,000.00 (the “ Concurrent Private Placement ”) through the issuance Active Witness common shares at a price of $0.10 multiplied by the SER.  Active Witness intends to pay to finders who assist it in finding subscribers under the Concurrent Private Placement cash commissions and share purchase warrants upon terms to be determined.  100% of net proceeds of the Concurrent Private Placement are expected to be used for business expansion and for general working capital purposes. Although the parties intend to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.  All Active Witness shares and warrants issued under the Concurrent Private Placement will be exchanged for Constellation securities as set out in the preceding paragraph.

Based on an estimated SER of 1.82, assuming full subscription under the Concurrent Private Placement, it is expected that Constellation will issue pursuant to the Amalgamation 163,691,773 common shares (including 30,000,000 common shares issued under the Concurrent Private Placement), at a deemed price of $0.10 per share, and 7,091,885 warrants (excluding any warrants that may be issued to finders under the Concurrent Private Placement, which number has not yet been determined), for a total deemed purchase price of $16,369,177.  Warrants were not assigned a value for the purposes of calculating the deemed purchase price.

The Amalgamation provides that completion of the Transaction will be subject to a number of conditions, including: the completion of the Private Placement, that holders of not more than 5% of the issued and outstanding shares of Active Witness shall have exercised rights of dissent in relation to the Amalgamation, that holders of not more than 5% of the issued and outstanding shares of Constellation shall have exercised rights of dissent in relation to the continuation of Constellation into British Columbia, approval by the Active Witness shareholders of the Amalgamation and approvals from the Exchange, securities regulators and third parties as may be required.  The Amalgamation Agreement will terminate on April 15, 2026 unless extended by the parties.

Upon the completion of the Proposed Transaction, including the Concurrent Private Placement, it is estimated that the current common shareholders of Constellation will own approximately 6.8% of the shares of Constellation, and that the former shareholders of Active Witness will own approximately 93.2%, all on an undiluted basis.  No shareholder will hold 10% or more of the shares of the Resulting Issuer other than Vincorp Holdings Ltd., a British Columbia company,  which is controlled by Rajeev (Rob) Bakshi of Vancouver, British Columbia and Novas Capital Corp., a British Columbia company, which is controlled by Ken Hallat of Vancouver, British Columbia, who will own approximately 24.52% and 22.02%, respectively, of the Resulting Issuer (undiluted). Mr. Bakshi is the President and CEO of Active Witness and has a background in the security and surveillance industry. Mr. Hallat was formerly the Chairman of the Board of Active Witness and has a background in the technology, specialty wood manufacturing and cleaning products industries.

Immediately after the completion of the Amalgamation, Amalco and Constellation will amalgamate to form a new corporation that will be identical in all corporate respects to Constellation, and that will be named “Active Witness Corp.”

It is intended that the board of directors of Constellation will be changed on Closing so as to be constituted by the nominees of Active Witness.  Information with respect to the composition of the board of directors of Constellation post-Closing will be provided in Constellation’s future comprehensive press release.

Currently, it is not expected that approval from the shareholders of Constellation will be required for the Proposed Transaction as the Proposed Transaction is not a Related Party Transaction under the policies of the Exchange.  Further, Constellation is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Proposed Transaction and shareholder approval will not be required for any aspect of the Proposed Transaction under applicable corporate or securities laws except pursuant to the Continuation.

About Active Witness

Active Witness is a private company incorporated under the laws of British Columbia and is arm’s length to Constellation.  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.

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