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ACT

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Share Name Share Symbol Market Type
TSXV:ACT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Active Control Signs Share Purchase Agreement to Acquire PowerCart

12/08/2011 1:00pm

Marketwired Canada


Active Control Technology Inc. (TSX VENTURE:ACT) ("ACT" or the "Company"), a
leading provider in the design, manufacture and marketing of both wireless and
fiber network solutions for mine communications, and the commercial security and
access control industries, announced today that it has executed a binding share
purchase agreement ("Agreement") with the shareholders of PowerCart Systems Inc.
("PowerCart") to acquire all of the issued and outstanding shares of PowerCart
for 5,834,833 post-consolidation common shares of ACT. 


Further to the previous press release of April 6, 2011, the outstanding capital
of ACT will be consolidated on the basis of one (1) post-consolidation common
share for every twenty (20) outstanding common shares before closing the
transaction with PowerCart (the "Consolidation"). The Consolidation received
shareholders approval at ACT's Annual General and Special Meeting of
Shareholders held on Thursday February 10, 2011. The Company will be filing
Articles of Amendment shortly to effect the Consolidation and will issue a press
release advising of the effective date on which the Company's common shares will
trade on a post-consolidated basis. After giving affect to the transaction and
the Consolidation, shareholders of PowerCart will hold 33% of ACT on closing. In
addition, the vendors will be granted two seats on ACT's board of directors.


PowerCart currently has annual revenues of $2.5 million and earnings of $240k
which will be immediately accretive to ACT. The new combined entity is expected
to be cash-flow positive with improvements in margins and overheads. 


The combination is expected to bring considerable synergies:



--  Strengthened management team with expertise in contract manufacturing
    and cost optimization 
--  Additional sales team for new business development 
--  Cash and access to additional capital 
--  Immediate improvement in gross margins from integration of a key
    supplier 
--  Strengthened engineering and regulatory talent 
--  Existing locations improve proximity to customers, and 
--  Considerable tax loss carry-forwards to shield earnings. 



"We are thrilled with the synergies that the PowerCart team will bring to ACT"
said Graham Warren, ACT's CEO. Jonathan Emanuel, PowerCart's CEO commented: "by
joining forces, we can fully capitalize on ACT's industry-leading technology and
market position as well as continue to grow PowerCart's strong customer base".


The transaction is expected to close within two weeks.

About PowerCart

PowerCart is the original industry founder of mobile power solutions with a
legendary reputation for reliability and on-time delivery with over 30,000 units
sold. PowerCart continues to lead the industry in design and innovation, for
solutions requiring backup and mobile power. PowerCart offers all of its
solutions in the retail, warehousing, courier and mining sectors with a
bumper-to-bumper one year warranty - the best in the industry. PowerCart has
locations in Mississauga, Ontario, Canada, and Medina, Ohio, USA. For more
information, visit www.powercart.com. 


About Active Control Technology

Active Control Technology is involved in the design, manufacture and marketing
of both wireless and fiber network solutions for mine communications, and the
commercial security and access control industries. The Company has two product
lines: ActiveMine(TM), a fully integrated wireless and/or fiber communications
and locating technology for underground coal mines, and ActiveSecure(TM), a
family of wireless products for the access control industry. Located in
Burlington, Ontario, Canada, Active Control Technology trades publicly on the
TSX Venture Exchange under the symbol ACT. For more information, visit
www.activecontrol.com.


Get more out of your mine.(TM)

Cautionary Note Regarding Forward-Looking Statements: This press release
contains forward-looking statements that involve risks and uncertainties, which
may cause actual results to differ materially from the statements made. When
used in this document, the words "may", "would", "could", "will", "intend",
"plan", "anticipate", "believe", "estimate", "expect" and similar expressions
are intended to identify forward-looking statements. Such statements reflect our
current views with respect to future events and, as such, are subject to risks
and uncertainties. Many factors could cause our actual results to differ
materially from the statements made, including those factors discussed in
filings made by us with the Canadian securities regulatory authorities. Should
one or more of these risks and uncertainties, such as changes in demand for and
prices for the products of the Company or the materials required to produce
those products, labour relations problems, currency and interest rate
fluctuations, increased competition and general economic and market factors,
occur or should assumptions underlying the forward looking statements prove
incorrect, actual results may vary materially from those described herein as
intended, planned, anticipated, or expected. We do not intend and do not assume
any obligation to update these forward-looking statements, except as required by
law. The reader is cautioned not to put undue reliance on such forward-looking
statements.


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