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In the context of the Chinese partnership agreement that ACT signed last year, I believe the term "binding agreement" simply means that ACT and its Chinese partners are legally obligated to fulfill the terms of the agreement. So, in other words, ACT and its Chinese partners signed a legally binding partnership agreement (contract).
Here's the press release for your reference:
Wednesday, June 11, 2008
Active Control Signs Agreement With Partners in China to Develop Market for ActiveMine
First overseas ActiveMine demo system to be installed this year as ACT moves rapidly to exploit huge China market opportunity
Toronto,
download original publication
Active Control Technology Inc. (TSX-V:ACT) today announced that it has signed a binding and exclusive partnership agreement to sell ActiveMine TM, the premier wireless communications and locating system for mines, in China.
Under the agreement, ACT will ultimately form a cooperative joint venture with two China-based partners – a mining technology developer that is a wholly-owned subsidiary of one of China’s major mining companies, and an established provider of mining services to the country’s coal mining industry.
China has the largest number of coal mines in the world and represents a market opportunity of $3 billion, according to management's estimates. The country is moving aggressively to improve underground coal mining safety and increase mining output to meet its growing demand for coal: technologies like ActiveMine, which provides both operating efficiencies and safety features through 100% wireless Wi-Fi communications, are expected to play a major role.
“This is a watershed agreement for Active Control in building the foundation to exploit what we believe is the largest opportunity for ActiveMine sales in the world,” said ACT President and CEO Steve Barrett. “This venture builds upon our recent successes in the U.S. market, on a potentially much larger scale.”
The cooperative joint venture with ACT’s China-based partners will be finalized upon receiving Chinese Government certifications for ActiveMine. The cooperative joint venture will be based on the agreement signed this week, which also establishes a business plan for the first two years of operation. This includes the installation of an ActiveMine demonstration system in China later this year and the opening of a Beijing office.
The demonstration system will be installed in an underground longwall mine owned by ACT’s China partner, and located in Shanxi province. The mine, which was visited last week by ACT President and CEO Steve Barrett and ACT Director Peiwei Ni, will be used for tours by prospective customers and for government certifications. The site’s proximity to Beijing, where most of the country’s coal mining companies are headquartered, makes it ideal for these purposes.
The Beijing office will serve as Active Control’s hub over the next 12 months to achieve key milestones in association with its Chinese partners:
- Undertake “mining”, “intrinsically safe” and “functionality” certifications of ActiveMine under Chinese government regulations;
- Plan, stage, install and support the demonstration site;
- Initiate introductory sales outreach to coal mining companies ; and
- Pursue other sales opportunities with surface and non-coal mines which do not require “intrinsically safe” certification for communications equipment.
About ActiveMine
The ActiveMine communications, data and tracking system enables monitoring of production, personnel and equipment in all types of surface and underground mining environments, including coal and base metal mines. The system is designed to:
- Operate on a 100 percent wireless Wi-Fi network backbone.
- Be less susceptible to water and mechanical damage of all sorts, including rock fall.
- Use open-standards technology.
- Meet federal MINER Act requirements for wireless systems as established in MSHA policies.
- Enable miners who become isolated underground to stay linked, even when they are distant from one another and cut off from the outside world – a capability made possible by the system’s unique “StarfishTM” feature.
- Provide four-day intrinsically safe battery back-up and power supply.
- Provide a wireless communications and data network above-ground, linked seamlessly to underground networks.
About Active Control Technology
ACT designs and markets wireless network control and communication systems for buildings and extreme environments. Located in Burlington, Ontario, Canada, the company trades publicly on the TSX Venture Exchange under the symbol ACT. For more information, visit the company's web-site at www.activecontrol.com.
October 14, 2009
Active Control Files Preliminary Short Form Prospectus for Offering of Common Shares
BURLINGTON, ONTARIO--(Marketwire - Oct. 14, 2009) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES
Active Control Technology Inc. ("Active Control" or the "Company") (TSX VENTURE:ACT) announced today that it has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario in connection with an offering of common shares. The offering will be led by Paradigm Capital Inc. on a best-efforts agency basis. Aberdeen Gould Capital Markets Ltd. will participate as a selling group member. Final pricing and determination of the number of common shares to be sold under the offering will occur immediately prior to the filing of the (final) short form prospectus in respect of the offering.
The Company expects to use the net proceeds from the offering to fund working capital and for general corporate purposes.
Closing of the offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the TSX Venture Exchange.
This press release does not constitute an offer of the securities described herein in any jurisdiction. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent an exemption from registration.
About Active Control Technology
Active Control Technology is a mining services company specializing in advanced wireless productivity and safety systems. The company's MSHA-approved ActiveMine system provides two-way wireless voice communication, real-time tracking of personnel and assets, and high bandwidth data applications such as streaming video and operational data from mining machinery, over a robust wireless Wi-Fi network. Located in Burlington, Ontario, Canada, Active Control 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 are subject to such 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.
Neither 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 release.
CONTACT INFORMATION:
Active Control Technology
Peter Gimon
EVP Finance, CFO and Treasurer
905-675-5500
pgimon@activecontrol.com
www.activecontrol.com
On September 9, 2009 ACT filed a notice declaring its intention to be qualified under national instrument 44-101 short form prospectus distributions. [Note that there is a requirement for notice – i.e., at least 10 days prior tofiling a short form prospectus, an issuer must file a notice ofintention to be qualified. This is a one-time filing that remains ineffect until withdrawn by the issuer.] To gain use the short form prospectus system, the "Issuer" (i.e., ACT) must have a current Annual Information Form (AIF). As everyone knows, ACT filed its AIF on September 30, 2009. Could this be an indication that ACT has succeeded in lining up some institutional support for the stock? Time will tell...
Here's some background information concerning NI 44-101 sourced from a Canadian law firm:
POP System Expanded to Include Most Listed Companies
The Canadian Securities Administrators have announced the adoption of a replacement instrument for National Instrument 44-101 Short Form Prospectus Distributions(“New 44-101”). New 44-101 is scheduled to come into effect onDecember 30, 2005, and will significantly change the current short formprospectus system, known as “POP”, to enable most listed issuers to beable to use it to issue free-trading shares in a few weeks, assumingtheir continuous disclosure record is up to date and fully compliant.
Background
New 44-101 harmonizes the current short form prospectus regime with National Instrument 51-102 Continuous Disclosure Obligationsby eliminating duplications, and improves the integration of primaryand secondary market disclosure systems, by allowing issuers to rely ontheir continuous disclosure records in accessing capital markets.
New 44-101 increases significantly the number of issuers who will beeligible to access capital markets quickly and efficiently through thePOP system. It is estimated that the number of eligible issuers willincrease four-fold under New 44-101.
Major Changes
Expanded Eligibility – anyissuer with operations listed on the TSX, TSX-V (Tier 1 or 2), or CNQthat has a current AIF and a current continuous disclosure record iseligible to use the short form prospectus system. In particular:
- there is no longer any minimum market capitalization;
- there is no longer any "seasoning period”;
- there is not necessarily a review of the initial AIF.
The issuer’s principal asset cannot be cash, cash equivalent or anexchange listing; New 44-101 will not be open to “shell” companies.
Requirement for Notice – at least 10 days prior tofiling a short form prospectus, an issuer must file a notice ofintention to be qualified. This is a one-time filing that remains ineffect until withdrawn by the issuer. Points to note are:
- under transition provisions, all issuers with a current AIF under old 44-101 at December 29, 2005 will be deemed to have filed a notice on December 14, 2005 (10 business days before December 29);
- issuers previously not POP-eligible with a currently-filed AIF (including a Form 20-F) need to check exactly how their AIF was filed on SEDAR and in some cases will need to refile it with additional filing fees;
- venture issuers without an AIF should consider whether they wish to voluntarily prepare and file an AIF so as to be eligible for New 44-101.
Financial Statements – New 44-101 requires auditorreview of interim financial statements contained in the preliminaryshort form prospectus, but there is no acceleration of financialstatement filing deadlines. In some cases additional financialstatements for acquisitions may be required in the short formprospectus.
Extended Pre-Marketing Time for Bought Deals – New44-101 has increased the time period for permitted solicitation ofexpressions of interest prior to the filing of the preliminaryprospectus from two to four business days after the signing of anenforceable agreement with an underwriter for a “bought deal”, to allowmore time for pre-marketing, due diligence and prospectus preparation.
Practice Points
Smaller issuers contemplating a POPfinancing should consider what changes they should make now to theirprocedures for the preparation and review of continuous disclosuredocuments to avoid lengthy comments from the agents’ counsel andsecurities commissions. Such issuers should talk to their auditors aswell as their lawyers well before the proposed financing to ensure thatthe required financial statements and technical reports will becompleted in time to avoid delay.
In the past, the preparation, review, final receipt and closing of aPOP financing took weeks rather than months, and smaller issuers withwell-prepared continuous disclosure records may expect the sametreatment. The process will be accelerated in part because the timeperiod for the principal regulator under National Policy 43-201 Mutual Reliance Review System for Prospectusesto send a comment letter on a short form prospectus is three workingdays rather than ten, partially because there is so much less to reviewin a short form prospectus, and partially because the larger,previously POP-eligible issuers had well-prepared documentation.
October 7, 2009
New MSHA chief approved by Senate panel
By James R. Carroll
jcarroll@courier-journal.com
WASHINGTON — The nation’s mine safety agency is one step away from getting a new boss.
The Senate Health, Education, Labor and Pensions Committee approved Joseph Main’s nomination to be head of the federal Mine Safety and Health Administration on Wednesday.
The nomination now goes to the full Senate for confirmation.
Main’s nomination, by President Barack Obama in July, produced no controversy. So the Senate panel dispensed with a formal confirmation hearing, and Main did not appear at the meeting.
Sen. Tom Harkin, D-Iowa, the committee’s chairman, said he was eager to see Main confirmed. Harkin is the son of an Iowa coal miner and has played a major role in enacting mine-safety legislation.
“I hope that we can continue to have an open dialogue, both in our committee and with the Department of Labor, to ensure that America’s miners receive better protection on the job,” Harkin said.
Main was a teenager when he first worked in the coal mines in the late 1960s. He worked his way up through the United Mine Workers union to become the administrator of its Occupational Health and Safety Department.
From that post, he was a vocal critic of some of the policies of the agency he soon will head. He frequently testified before congressional committees on behalf of the UMW and was involved in investigations of many fatal mining accidents, both in union and non-union mines.
A native of Pennsylvania who now lives in Virginia, Main most recently has been a consultant on mine safety issues.
MSHA regulates underground and surface coal mines, metal and non-metal mines and other operations that together employed about 270,000 in 2007, the latest year for which data is available.
Kentucky has nearly 17,000 coal miners, second only to West Virginia’s 20,000. Kentucky produces more coal east of the Mississippi River than any state except West Virginia.
MSHA has an annual budget of about $350 million.
Reporter James R. Carroll can be reached at (202) 906-8141.
<img src="http://gpaper145.112.2O7.net/b/ss/gpaper145,gntbcstglobal/1/H.3--NS/0" height="1" width="1" border="0" alt="" />
Source: http://www.courier-journal.com/article/20091007/NEWS01/910070433/New+MSHA+chief+approved+by+Senate+panel
Active Control Technology Inc. ( ACT )
As Of
Short Volume
Change In Volume
30/Sep/2009
767
-31,733 
15/Aug/2009
32,500
0 
31/Jul/2009
32,500
1,500 
15/Jul/2009
31,000
-122,200
31/May/2009
153,200
-138,800
30/Apr/2009
292,000
195,000
15/Apr/2009
97,000
74,000
Source: http://infoventure.tsx.com/TSXVenture/TSXVentureHttpController?GetPage=ShortSummary&SECURITY_ID=216911&MARKET_ID=CDNX&SEC_SYM_SID=1&HC_FLAG1=Y&HC_FLAG1=Y
ACTIVEMINE NETWORK RECURRING REVENUES ESTABLISHED
For immediate releaseTSX-V:ACT
ACTIVEMINE™ NETWORK RECURRING REVENUES ESTABLISHED
$250,000US of additional annual revenue estimated per mine
TORONTO, October 6, 2009 - Active Control Technology Inc. (TSX-V:ACT)today announced that several months after its first Room & Pillarcoal mine installation of the MSHA approved ActiveMine system, it hasnow established a baseline to forecast recurring expansion revenues inexcess of $250,000 annually at its first mine installation. This is anew mine and has an estimated life span of 25 years.
ActiveMine's wireless Wi-Fi mesh network equipment was granted finalUS Mine Safety and Health Administration (MSHA) approval in April 2009and the company's first MSHA-approved network was installed in May ofthis year. Subsequently, the customer has been ordering additionalnetwork Wi-Fi nodes as their network grows to accommodate miningadvancement.
"After several months of production scale hardening, our firstcustomer is confident in ActiveMine and has begun rolling out oursystem in their additional mines. We thank our customer for theirconfidence in us and we look forward to contributing to their successthrough providing ActiveMine's excellent voice quality, high-bandwidthdata capabilities and accurate tracking," said Steve Barrett, Presidentand CEO of Active Control.
Typically, using a single continuous mining machine, a coal mine‘face' can be advanced 300 or more feet per day across several entries.Coal mines have at least one active face, and some mines can haveseveral active faces being mined simultaneously. Our first customer isat present mining one active face, and an additional active face isanticipated to be brought on-stream in the future.
The Company has an order backlog of over $3 million and to date hasinstalled ActiveMine in three underground coal mines. ACT has nine coalmine customers and aggressively continues to market its solution.
For further discussion of ActiveMine's revenue model and nodeexpansion in particular, please refer to the company's AnnualInformation Form (‘AIF') which was recently filed at www.sedar.com.
About Active Control Technology
Active Control Technology is a mining services company specializingin advanced wireless productivity and safety systems. The company'sMSHA-approved ActiveMine system provides two-way wireless voicecommunication, real-time tracking of personnel and assets, and highbandwidth data applications such as streaming video and operationaldata from mining machinery, over a robust wireless Wi-Fi network.Located in Burlington, Ontario, Canada, Active Control trades publiclyon the TSX Venture Exchange under the symbol ACT. For more information,visit www.activecontrol.com.
- 30 -
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For further information, contact:
Steve Barrett, President & CEO
Active Control Technology
Tel.: 905-635-3130
Email: sbarrett@activecontrol.com
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Neither 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 release.
Cautionary Note Regarding Forward-Looking Statements: This pressrelease contains forward-looking statements that involve risks anduncertainties, which may cause actual results to differ materially fromthe 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 identifyforward-looking statements. Such statements reflect our current viewswith respect to future events and are subject to such risks anduncertainties. Many factors could cause our actual results to differmaterially from the statements made, including those factors discussedin filings made by us with the Canadian securities regulatoryauthorities. Should one or more of these risks and uncertainties, suchas changes in demand for and prices for the products of the Company orthe materials required to produce those products, labour relationsproblems, currency and interest rate fluctuations, increasedcompetition and general economic and market factors, occur or shouldassumptions underlying the forward looking statements prove incorrect,actual results may vary materially from those described herein asintended, planned, anticipated, or expected. We do not intend and donot assume any obligation to update these forward-looking statements,except as required by law. The reader is cautioned not to put unduereliance on such forward-looking statements.
Source: http://www.thenewswire.ca/archives?tnwarchive2=release_id%3D461