Active Growth Capital Announces Private Placement, Proposed Consolidation, Advance Notice Provisions for AGM and Management C...

ACTIVE GROWTH CAPITAL INC. (TSX VENTURE:ACK) (the "Corporation") announces that
it has mail the notice of meeting and information circular (collectively, the
"Circular") for its annual and special meeting of shareholders to be held on
July 18, 2013 (the "Meeting"). 


Subject to applicable shareholder and regulatory approval, the Corporation may
consolidate its outstanding common shares (each a "Share") on the basis of up to
five (5) Shares for one (1) post consolidation common share (each a
"Post-Consolidation Share") (the "Consolidation"). The Corporation currently has
25,066,689 Shares issued and outstanding. Following the completion of the
proposed Consolidation, the number of Common Shares of the Company issued and
outstanding will depend on the ratio selected by the Board. 


After careful consideration, the Board of Directors (the "Board") has decided to
table this resolution to reduce the number of Shares in order to increase its
flexibility with respect to potential business transactions, including any
future equity financings and asset based transactions. 


Concurrently and conditional upon the approval of the proposed Consolidation,
the Corporation is seeking to raise up to $1,000,000 through the issue of a
private placement of units (the "Units") at a price of $0.10 per Unit. Each Unit
will consist of one (1) Post-Consolidation Share and one (1) Post-Consolidation
Share purchase warrant (each a "Warrant"). Each would be exercisable at a price
of $0.15 at any time within twelve (12) months from date of issue. A finder's
fee may be issued to arm's length parties who introduce subscribers to the
Corporation, and is payable in cash, shares, and / or warrants subject to
compliance with the TSX Venture Exchange ("TSXV").


The net proceeds of the financing will be used to maintain the Corporation's
assets and working capital purposes. Completion of the offering is subject to
TSXV approval. All securities issued under the private placement will be subject
to a four-month statutory hold period. 


The Corporation also announces Board approval of an advance notice by-law (the
"By-law"). The purpose of the By-law is to provide shareholders, directors and
management of the Corporation with a clear framework for nominating directors.
The Corporation is committed to: (i) facilitating an orderly and efficient
annual general or, where the need arises, special meeting process; (ii) ensuring
that all shareholders receive adequate notice of the director nominations and
sufficient information regarding all director nominees; and (iii) allowing
shareholders to register an informed vote after having been afforded reasonable
time for appropriate deliberation. The By-law is intended to further these
objectives. 


The By-law, among other things, includes a provision that requires advance
notice to the Corporation in certain circumstances where nominations of persons
for election to the Board are made by the Corporation's shareholders. The By-law
establishes a deadline by which director nominations must be submitted to the
Corporation prior to any annual or special meeting of shareholders and sets
forth the information that must be included in the notice to the Corporation. No
person will be eligible for election to the Board unless nominated in accordance
with the By-law. 


In the case of an annual meeting of shareholders, notice to the Corporation must
be made not less than 30 days and not more than 65 days prior to the date of the
annual meeting. In the event that the annual meeting is to be held on a date
that is less than 50 days after the date on which the first public announcement
of the date of the annual meeting was made, notice may be made not later than
the close of business on the 10th day following such public announcement. 


In the case of a special meeting of shareholders called for the purpose of
electing directors (whether or not called for other purposes), notice to the
Corporation must be made not later than the close of business on the 15th day
following the day on which the first public announcement of the date of the
special meeting was made. 


The Corporation will seek shareholder approval of the Consolidation and the
By-law at the Meeting, or any adjournment thereof. The Circular provides further
details of these items. 


A copy of the Circular and the By-law will be available on SEDAR under the
Corporation 's profile at www.sedar.com. 


Lastly the Corporation announces that Mr. Fred Tejada and Mr. Martin Tremblay
have resigned respectively as director and President, CEO and director of the
Corporation. The Board would like to thank Mr. Tejada and Mr. Tremblay and wish
them success in their future endeavors. 


Mr. Marc Labrecque, CFO of the Corporation, has agreed to serve President and
CEO on an interim basis. The Board also appointed Mr. Jean-Francois Lemay as
director, subject to TSXV's approval. 


About Active Growth Capital

Active Growth is a TSX listed junior mineral exploration issuer whose long-term
objective is to build a diversified company focused on the acquisition,
exploration and development of mineral properties. Additional information about
the Corporation is available on SEDAR at www.sedar.com.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Active Growth Capital Inc.
Marc Labrecque
Interim President and CEO and CFO
[phone]