VANCOUVER, Feb. 15, 2013 /CNW/ -
TSX VENTURE COMPANIES:
ADAMERA MINERALS CORP. ("ADZ")
[formerly: Diamonds North Resources Ltd. ("DDN"), Uranium North Resources Corp. ("UNR")]
BULLETIN TYPE: Amalgamation
BULLETIN DATE: February 15, 2013
TSX Venture Tier 1 Company ("DDN"), TSX Venture Tier 2 Company ("UNR")
Pursuant to an Amalgamation Agreement dated December 28, 2012, Diamonds North Resources Ltd. ('Diamonds North') and Uranium North Resources Corp. ('Uranium North') will amalgamate on the following basis:
| 1. | The holders of common shares of Diamonds North will be entitled to receive 0.1333 common share of Adamera Minerals Corp. ('Adamera') for each Diamonds North common share held. |
| 2. | The holders of common shares of Uranium North will be entitled to receive 0.2000 common share of Adamera for each Uranium North share held. |
| 3. |
The holders of options to purchase Diamonds North shares ('Diamonds North Options') who have not entered into Option Surrender Agreements with Diamonds North will be entitled to purchase Adamera shares on the basis of 0.1333 Adamera share for every one (1) Diamonds North share for which the Diamonds North Options were granted at an exercise price per Adamera share equal to the exercise price per Diamonds North share multiplied by 7.5 and with the same term as specified in the Diamonds North Options. |
| 4. | The holders of options to purchase Uranium North shares ('Uranium North Options') who have not entered into Option Surrender Agreements with Uranium North will be entitled to purchase Adamera shares on the basis of 0.2000 Adamera shares for every one (1) Uranium North share for which the Uranium North Options were granted at an exercise price per Adamera share equal to the exercise price per Uranium North share multiplied by 5.0 and with the same term as specified in the Uranium North Options. |
Effective at the opening, Tuesday, February 19, 2013, the common shares of Adamera Minerals Corp. will commence trading on TSX Venture Exchange and the common shares of Diamonds North Resources Ltd. and Uranium North Resources Corp. will be delisted. The Company is classified as a Tier 2 'Mineral Exploration' company.
| Post - Amalgamation Capitalization: |
Unlimited |
common shares with no par value of which |
| 28,697,533 | common shares are issued and outstanding | |
| Escrowed: | NIL | common shares |
| Transfer Agent: | Computershare Investor Services Inc. | |
| Trading Symbol: | ADZ | (new) |
| CUSIP Number: | 00547Y 10 5 | (new) |
| Company Contact: | Mark Kolebaba |
| Company Address: | 1100-1111 Melville Street |
| Vancouver, B.C., V6E 3V6 | |
| Company Phone Number: | 604-689-2010 |
| Company Fax Number: | 604-484-7143 |
________________________________________
ANGEL GOLD CORP. ("ANG")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated February 14, 2013 with respect to the private placement of 20,000,000 units at a price of $0.10 per unit, the finder's fee payable to NBCN Inc. should have been for $4,500.00 and 45,000 Finder's Units, not $9,000 and 90,000 Units.
The rest of the bulletin remains unchanged.
________________________________________
ARCHEAN STAR RESOURCES INC. ("ASP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to an Option/Joint Venture Agreement between American Cordillera Mining Corp. ("AMCOR"), Northern Adventures LLC ("NALLC") and the Company whereby the Company can earn 80% of AMCOR's 100% Leasehold Interest in a Purchase Option Mining Lease Agreement between AMCOR and NALLC on the Monitor Copper Gold Silver Property. Consideration is US$25,000 (of which US$10,000 has been paid to Northern Adventures, Inc. that previously entered into a Mining Lease Agreement with NALLC), 3,000,000 common shares (of which 1,500,000 shares are payable in tranches to each of AMCOR and NALLC over a two year period) and incur US$2,100,000 in exploration expenditures over a three year period.
Pursuant to the Option and Joint Venture Agreement, a 2% NSR in favour of NALLC will apply to all products sold from the Properties having a gross value less than US$500 per ton and a 3% NSR will apply to all products sold from the Properties having a gross value equal to or greater than US$500 per ton. The Company has the right to elect to exercise a buy-out clause where the Company shall purchase a 100% interest in the Properties from NALLC and thereby terminating the Mining Lease. Pursuant to the terms of the agreement, if either the Company or AMCOR's joint venture is reduced to 10% or less, then AMCOR or the Company's joint ventures interest shall be converted to a 1% net smelter returns royalty, which shall be reduced by the amount of any underlying royalty payable on the property.
________________________________________
ASIAN MINERAL RESOURCES LIMITED ("ASN")
BULLETIN TYPE: Halt
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 11:44 a.m. PST, February 15, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
ASIAN MINERAL RESOURCES LIMITED ("ASN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 12:30 p.m., PST, February 15, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
BANDERA GOLD LTD. ("BGL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 22, 2012:
| Number of Shares: | 16,100,000 shares | ||||||||
| Purchase Price: | $0.05 per share | ||||||||
| Warrants: | 8,050,000 share purchase warrants to purchase 8,050,000 shares | ||||||||
| Warrant Exercise Price: | $0.10 for a two year period. The warrants are subject to an accelerated exercise provision in the event the Company's shares trade at or above $0.15 per share for 5 consecutive trading days. |
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| Number of Placees: | 39 placees | ||||||||
| Insider / Pro Group Participation: | ||||||||
| Insider=Y / | ||||||||
| Name | ProGroup=P / | # of Shares | ||||||
| Robert Morrison | Y | 2,000,000 | ||||||
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
BANYAN GOLD CORP. ("BYN")
[formerly Banyan Coast Capital Corp. ("BYN.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Name Change
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated January 31, 2013. As a result, at the opening on Tuesday, February 19, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction involves the arm's length acquisition of a 100% interest in certain mineral exploration properties, specifically the Hyland Gold Project, from Argus Metals Corp. for total consideration of $435,000, consisting of $35,000 cash and the issuance to Argus of 4,000,000 shares at $0.10 per share.
The 4,000,000 common shares issued to Argus pursuant to the Qualifying Transaction are subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period upon completion of the Qualifying Transaction. In addition, 1,334,000 common shares are subject to a CPC Escrow Agreement.
| Insider / Pro Group Participation: | |||||
| Insider=Y / | |||||
| Name | ProGroup=P | # of Voting Common Shares | |||
| Argus Metals Corp. | Y | 4,000,000 | |||
| Victoria Gold Corp. | Y | 2,000,000 | |||
| Jayco Holdings Inc. | Y | 1,500,000 | |||
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 10, 2012:
| Number of Shares: | 5,000,000 shares |
| Purchase Price: | $0.10 per share |
| Warrants: | 2,500,000 share purchase warrants to purchase 2,500,000 shares |
| Warrant Exercise Price: | $0.15 for a one year period |
| Number of Placees: | 9 placees |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Victoria Gold Corp. (John McConnell, CEO) | Y | 2,000,000 |
| Jayco Holdings Inc. (Jay Collins, President) | Y | 1,500,000 |
| Mark Ayranto | Y | 125,000 |
| Richmond Graham | Y | 125,000 |
| John Hilland | Y | 100,000 |
| David Rutt | Y | 100,000 |
| Aggregate Pro Group Involvement | P | 650,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change
Pursuant to a resolution passed by shareholders on April 30, 2012, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on Tuesday, February 19, 2013, the common shares of Banyan Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Banyan Coast Capital Corp. will be delisted. The Company is classified as a 'Mining' company.
| Capitalization: | Unlimited | shares with no par value of which | |
| 12,334,000 | shares are issued and outstanding | ||
| Escrow: | 5,334,000 shares | |||||||
| Transfer Agent: | Valiant Trust Company | ||||||
| Trading Symbol: | BYN | (same symbol as CPC but with .P removed) | |||||
| CUSIP Number: | 06683K 10 6 | (new) | |||||
| Company Contact: | David M. Rutt, Chief Financial Officer | ||
| Company Address: | 166 Cougarstone Crescent SW Calgary AB T3H 4Z5 | ||
| Company Phone Number: | (403) 701-1832 | ||
| Company Fax Number: | (403) 450-8450 | ||
| Company Email Address: | [email protected] |
________________________________
BAYSHORE PETROLEUM CORP. ("BSH")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 12, 2013:
| Number of Shares: | 200,000 shares |
| Purchase Price: | $0.30 per share |
| Number of Placees: | 2 placees |
| No Insider / Pro Group Participation | |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
________________________________________
CASTILLIAN RESOURCES CORP. ("CT")
BULLETIN TYPE: Consolidation
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
The Company has consolidated its capital on a 5 old for 1 new basis. The name of the Company has not been changed.
Effective at the opening, Tuesday, February 19, 2013, the shares of Castillian Resources Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as an 'Exploration/Development' company.
| Post - Consolidation Capitalization: |
Unlimited |
shares with no par value of which |
| 67,522,359 | shares are issued and outstanding | |
| Escrow | 0 | shares are subject to escrow |
| Transfer Agent: | Equity Financial Trust Company | |
| Trading Symbol: | CT | (UNCHANGED) |
| CUSIP Number: | 148404304 | (new) |
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DELTA GOLD CORPORATION ("DLT")
[formerly ADR Capital Corp. ("ADS.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement - Brokered, Private Placement - Non-Brokered, Name Change, Resume Trading
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Delta Gold Corporation's (formerly ADR Capital Corp.) (the "Company") Qualifying Transaction described in its filing statement (the "Filing Statement") dated December 28, 2012. As a result, effective at the opening on Tuesday, February 19, 2013, the trading symbol for the Company will change from ADS.P to DLT and the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
Acquisition of Delta Gold Inc.:
The Company entered into an amended and restated amalgamation agreement (the "Amalgamation Agreement") dated December 17, 2012 with, its wholly-owned subsidiary, 0952869 Ltd and Delta Gold Inc. ("Delta"), a private British Columbia company. Under the Amalgamation Agreement the Company acquired all of the issued and outstanding common shares of Delta in consideration for the issuance of 117,913,296 common shares of the Company (excluding shares issued pursuant to the Brokered Private Placement described below) in accordance with the terms of the Amalgamation Agreement (the "Transaction").
The principal asset of Delta is the share purchase option agreement (the "Share Purchase Option Agreement") among Goldcorp USA Inc., Imperial USA Corp. (the "Optionor"), Delta, Imperial Gold Corporation, and Yuma Gold, Inc. dated June 6, 2012, as amended August 31, 2012, which gives Delta the option to acquire 100% of Imperial USA Corp, a subsidiary of Goldcorp USA Inc., which holds the Imperial Property, located in California.
Delta's option to purchase the Imperial Property is exercisable by making share payments to the Optionor and incurring minimum work expenditures on the Imperial Property. In order to exercise its option, Delta is required to issue Delta common shares with an aggregate value of $25 million and incur minimum work expenditures on the Imperial Property of $10 million, including a total of $4 million of expenditures within the first two years after the execution date of the Share Purchase Option Agreement (including a minimum of $1 million in the first year) and an additional minimum of $2 million of expenditures in each of the third to fifth years after the execution date of the Share Purchase Option Agreement. Delta made an initial $5 million share payment upon execution of the Share Purchase Option Agreement by issuing 5,000,000 Delta common shares to the Optionor at a deemed price of $1.00 per share. Delta is required to make a $5 million share payment on or before each of the four anniversaries of the execution date of the Share Purchase Option Agreement to maintain its option. Share payments will be priced based on the 20 day volume-weighted average share price at the time of payment, and upon completion of the Transaction, will be payable in common shares of the resulting issuer.
Delta is also required to pay the following contingent property payments: (a) a $5 million payment in Delta common shares at the 20 day volume-weighted average share price upon Delta making a construction decision on the Imperial Property; and (b) quarterly cash payments capped at a cumulative $15 million during the first four years of commercial production of the Imperial Property equal to the difference between the average gold price realized on gold sold from the Imperial Property and US$1,300, multiplied by 50% of the gold sold.
The Exchange has been advised that the Transaction has been completed. The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Private Placement - Brokered and Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Private Placement announced December 18, 2012. The Private Placement was completed in Delta and the securities were converted into the following securities of the Company pursuant to the Transaction:
| Number of Shares: | 43,919,469 | ||||||||
| Purchase Price: | $0.11333 | ||||||||
| Warrants: | 21,959,735 share purchase warrants to purchase 21,959,735 common shares | ||||||||
| Warrant Exercise Price: | Warrants are exercisable at $0.17 until September 14, 2017 | ||||||||
| Number of Placees: | 36 placees | ||||||||
| Insider / Pro Group Participation: | |||||||||
| Insider=Y / | |||||||||
| Name | ProGroup=P / | # of Shares | |||||||
| William Myckatyn | Y | 20,000 | |||||||
| Colin Benner | Y | 200,000 | |||||||
| John Purkis | Y | 200,000 | |||||||
| John Budreski | Y | 100,000 | |||||||
| Agents' Fees: | National Bank Financial Inc. received a cash commission of $139,500 and 1,230,892 agent's warrants ("Agent's Warrants"), where each Agent's Warrant is exercisable into one common share of the Company at $0.17 per share until September 14, 2017. |
|||
| Canaccord Genuity Corp. received a cash commission of $46,500 and 410,297 Agent's Warrants. | ||||
| Leede Financial Markets Inc. received a cash commission of $61,050 and 538,681 Agent's Warrants. | ||||
Name Change:
Pursuant to a resolution passed by directors on February 13, 2013, the Company has changed its name to Delta Gold Corporation. There is no share consolidation.
Effective at the opening on Tuesday, February 19, 2013, the common shares of Delta Gold Corporation will commence trading on the Exchange, and the common shares of ADR Capital Corp. will be delisted.
| Capitalization: | Unlimited | shares with no par value of which | |
| 191,171,258 | shares are issued and outstanding | ||
| Escrow: | 2,200,000 |
shares are subject to a 36 month staged release CPC escrow agreement. |
|
| 44,872,422 | shares are subject to a 36-month staged release under a Tier 2 Value Security Escrow Agreement. Notwithstanding the release provisions provided in the Tier 2 Value Security Escrow Agreement, in addition to such release provisions, the Escrow Agent will hold the escrowed securities in escrow until the Company has obtained the requisite permit or permits (specifically, a Finding of Non Significant Impact from the Bureau of Land Management with regards to a Plan of Operations submitted under the National Environmental Protection Act) authorizing exploration and development activities on the Imperial Property which would allow the Company to complete the drilling component of the Phase 1 recommended work program as set forth in the Company' Filing Statement. |
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| Transfer Agent: | Olympia Trust Company | |
| Trading Symbol: | DLT | (NEW) |
| CUSIP Number: | 24764E 10 5 | (NEW) |
The Company is classified as a 'Mineral Exploration' company.
Resume Trading:
Effective at the opening on Tuesday, February 19, 2013, trading in the shares of the Company will resume.
________________________________________
FOCUS GRAPHITE INC. ("FMS")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement, announced on January 16, 2013:
| Number of Shares: | 3,300,000 flow-through common shares |
| Purchase Price: | $0.91 per flow-through common share |
| Number of Placees: | 22 placees |
| Underwriters' Remuneration: | Cormark Securities Inc. received a total of $180,180 in cash and 198,000 non-transferable brokers warrants (each exercisable into one common share at a price of $0.91 until January 31, 2015). |
The Company has announced the closing by way of a press release dated January 31, 2013.
FOCUS GRAPHITE INC. (« FMS »)
TYPE DE BULLETIN : Placement privé par l'entremise d'un courtier
DATE DU BULLETIN : Le 15 février 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé par l'entremise d'un courtier, tel qu'annoncé le 16 janvier 2013 :
| Nombre d'actions : | 3 300 000 actions ordinaires accréditives |
| Prix : | 0,91 $ par action ordinaire accréditives |
| Nombre de souscripteurs : | 22 souscripteurs |
| Honoraires des preneurs fermes : | Cormark Securities Inc. a reçu un total de 180 180 $ en espèces et 198 000 bons de souscription non-transférables, chacun permettant d'acquérir une action ordinaire de la société au prix de 0,91 $ l'action jusqu'au 31 janvier 2015. |
La société a annoncé la clôture du placement privé par voie d'un communiqué de presse daté du 31 janvier 2013.
__________________________________________
HIGHVISTA GOLD INC. ("HVV")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced January 25, 2013:
| Number of Shares: | 3,820,000 common shares | ||||||
| Purchase Price: | $0.20 per share | ||||||
| Warrants: | 3,820,000 share purchase warrants to purchase 3,820,000 shares | ||||||
| Warrant Exercise Price: | $0.25 for two year period | ||||||
| Number of Placees: | 4 placees | ||||||
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Norvista Resources Corp. | Y | 2,500,000 |
| Broker's Fee: | an aggregate of $20,000 plus 100,000 broker warrants (each exercisable into one common share at a price of $0.20 for a two year period) is payable to Portfolio Strategies Securities Inc. |
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Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
HUDSON RIVER MINERALS LTD. ("HRM")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue an aggregate of 132,000 common shares at a deemed value of $0.08 per share to several arm's length parties in consideration of prospecting/geological work performed on behalf of the Company.
The Company shall issue a news release when the shares are issued.
________________________________________
MARLIN GOLD MINING LTD. ("MLN")("MLN.RT")
BULLETIN TYPE: Rights Offering-Shares
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
The Company has announced it will offer to Shareholders of record on February 21, 2013, Rights to purchase shares of the Company. One (1) Right will be issued for each share held. 1.026 Rights and $0.08 are required to purchase one Share. The expiry date for the Rights Offering is March 25, 2013. As at February 5, 2013 the Company had 192,390,807 shares issued and outstanding.
Effective at the opening, Tuesday, February 19, 2013, the shares of the Company will trade Ex-Rights and the Rights will commence trading at that time on a 'when-issued basis'. The Company is classified as a 'Precious Metals Exploration and Development' company.
| Summary: | |
| Basis of Offering: | 1.026 Rights exercisable for One (1) Share at $0.08 per Share. |
| Record Date: | February 21, 2013 |
| Shares Trade Ex-Rights: | February 19, 2013 |
| Rights Called for Trading: | February 19, 2013 |
| Rights Trade for Cash: | March 20, 2013 |
| - Trading in the rights shall be for cash for the three trading days preceding the expiry date. | |
| Rights Expire: | Monday, March 25, 2013 |
| TRADE DATES: |
| March 20, 2013 - TO SETTLE - March 21, 2013 |
| March 21, 2013 - TO SETTLE - March 22, 2013 |
| March 22, 2013 - TO SETTLE - March 25, 2013 |
| March 25, 2013 - TO SETTLE - March 25, 2013 |
| Rights Trading Symbol: | MLN.RT |
| Rights CUSIP Number: | 571175116 |
| Subscription Agent and Trustee: | Computershare Investor Services Inc. |
| Authorized Jurisdiction(s): | British Columbia, Alberta, Manitoba, Ontario |
For further details, please refer to the Company's (final) long form prospectus dated February 6, 2013.
The Company's (final) long form prospectus has been filed with and accepted by the BC Securities Commission pursuant to the provisions of the British Columbia Securities Act.
________________________________________
PASSPORT POTASH INC. ("PPI")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 21, 2013:
| FIRST TRANCHE: | ||||||
| Convertible Debenture | US$5,305,540 | |||||
| Conversion Price: | Convertible into common shares at US$0.19 per share for a one year period. | |||||
| Maturity date: | One year from issuance. | |||||
| Warrants | Each subscriber will receive five warrants for each US$1.00 Principal Amount with each warrant entitling the holder thereof to acquire on share at an exercise price of US$0.19 per share for a period of one year from the date of issuance. |
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| Interest rate: | 15% | |||||
| Number of Placees: | 24 placees | |||||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P / | Principal Amount | |
| Aggregate Pro Group Involvement | P | US$19,000 | |
| Frost Gamma Investments Trust (Phillip Frost) | Y | US$250,000 | |
| Finder's Fee: | US$54,600 is payable to Palladium Capital Advisors LLC |
| $2,197.86 plus 11,567 warrants is payable to Blue Creek Capital | |
| $17,159.94 plus 90,315 warrants is payable to HBS Financial Planning Ltd. | |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
________________________________________
QUESTFIRE ENERGY CORP. ("Q.A") ("Q.B")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 5, 2013, effective at 6:15 a.m., February 15, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to TSXV Listings Policy 5.3. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
REDHILL RESOURCES CORP. ("RHR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 15, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to an option agreement dated February 12, 2013 between the Company and Omega Exploration Services inc. whereby the Company has acquired an option to acquire a 100% undivided beneficial right, title and interest in and to a property comprised of mineral claims in British Columbia in consideration of $60,000 and 600,000 common shares. A finders fee of 10% cash and 60,000 common shares is payable to Jared Hendrickson.
________________________________________
REMINGTON RESOURCES INC. ("RGM")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 5, 2013, effective at 6:15 a.m., February 15, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to TSXV Listings Policy 5.3. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
SANDSTORM METALS & ENERGY LTD. ("SND")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 15, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to a purchase agreement dated February 14, 2013 between the Company and Sandstorm Gold Ltd. whereby the Company has agreed to purchase various amounts of copper produced from the Hugo North Extension and Herugo Deposit in the South Gobi desert of Mongolia in consideration of 11,133,333 common shares. In addition the Company will be required to make ongoing payments for the copper production which it purchases.
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SEAFIELD RESOURCES LTD. ("SFF")
BULLETIN TYPE: Halt
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 9:25 a.m. PST, February 15, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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SIERRA METALS INC. ("SMT")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
The Issuer has declared the following dividend(s):
| Dividend per Share: | $0.016 |
| Payable Date: | April 30, 2013 |
| Record Date: | March 31, 2013 |
| Ex-Dividend Date: | March 26, 2013 |
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SPECTRA7 MICROSYSTEMS INC. ("SEV")
[formerly: Chrysalis Capital VIII Corporation ("ETE.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Name Change and Consolidation, Resume Trading
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
The common shares of the Company have been halted from trading since July 12, 2012, pending completion of a Qualifying Transaction.
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its non-offering Prospectus dated December 21, 2012. As a result, at the opening on Tuesday, February 19, 2013, the Company will no longer be considered a Capital Pool Company and trading in the shares of the Company will resume.
Pursuant to the terms of the definitive acquisition agreement dated July 12, 2012, the Company has acquired all of the issued and outstanding shares in the capital of RedMere Technology Limited and Fresco Microchip Inc. in exchange for an aggregate of 36,222,557 post-consolidated common shares at $0.934 per share. In addition, 16,060 post-consolidated common shares were issued to the Sponsor, PI Financial Corp. as a portion of its sponsorship fee.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders at a Special Meeting of Shareholders on October 22, 2012, the Company has consolidated its capital on a 3.86364 old for 1 new basis. The name of the Company has also been changed to "Spectra7 Microsystems Inc.".
Effective at the opening on Tuesday, February 19, 2013, the common shares of Spectra7 Microsystems Inc. will commence trading on TSX Venture Exchange, and the common shares of Chrysalis Capital VIII Corporation will be delisted. The Company is classified as a 'Semi Conductor and Other Electronic Component Manufacturing' company.
| Post - Consolidation Capitalization: |
Unlimited |
number of common shares with no par value of which |
| 37,882,145 | shares are issued and outstanding | |
| Escrow: | 27,567,222 | common shares |
| Escrow Term: | 3 | years |
| Transfer Agent: Olympia Transfer Services Inc | |||||||
| Trading Symbol: | SEV | (new) | |||||
| CUSIP Number: | 84761T109 | (new) | |||||
| Company Contact: | Tony Stelliga, President & CEO |
| Company Address: | 110 Cochrane Drive, Suite 200, Markham, Ontario, Canada L3R 9S1 |
| Company Phone Number: | (650) 670-7055 |
| Company Fax Number: | (905) 480-9109 |
| Company Email Address: | [email protected] |
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THUNDERBIRD ENERGY CORPORATION ("TBD")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,277,843 shares at a deemed price of $0.1479 per share in the amount $189,041.10 to settle the quarterly interest payment obligation due January 31, 2013. These shares represent 50% of the quarterly interest payment in accordance with the terms of the private placement of Gas Linked Debentures which was accepted by the Exchange by bulletins dated January 19, 2011 and September 26, 2011.
| Number of Debentureholders: | 79 debentureholders |
| Insider / Pro Group Participation: | ||||
| Insider=Y / | Amount | Deemed Price | ||
| Debentureholder | Progroup=P | Owing | per Share | # of Shares |
| Aggregate Pro Group Involvement | P | $16,659.24 | $0.1479 | 112,611 |
| Stephen Cheikes | Y | $595.48 | $0.1479 | 4,025 |
| The Storytellers Grp Enterprises | Y | $6,219.45 | $0.1479 | 42,042 |
| Cameron White | Y | $4,574.79 | $0.1479 | 30,924 |
| Cam White | Y | $1,984.93 | $0.1479 | 13,417 |
| Koele Capital Corp. | Y | $6,644.79 | $0.1479 | 44,917 |
| Tim Gamble | Y | $3,752.47 | $0.1479 | 25,365 |
| Plantation Capital Corp. | Y | $12,949.32 | $0.1479 | 87,534 |
| Tim Gamble | Y | $2,561.51 | $0.1479 | 17,315 |
| Bar Anchor Five Ranch | Y | $945.21 | $0.1479 | 6,389 |
| David Evans | Y | $1,890.41 | $0.1479 | 12,778 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
TOMAGOLD CORPORATION ("LOT")
BULLETIN TYPE: Halt
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 12:08 p.m. PST, February 15, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST ("TNT.UN")
BULLETIN TYPE: Prospectus-Trust Unit Offering
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective February 6, 2013, the Issuer's Prospectus dated February 6, 2013 was filed was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut Securities Commissions, pursuant to the provisions of the respective Securities Acts.
TSX Venture Exchange has been advised that closing occurred on February 12, 2013, for gross proceeds of $55,726,171.
| Underwriters: | Raymond James Ltd., National Bank Financial Inc., Scotia Capital Inc., GMP Securities L.P., Desjardins Securities Inc., Dundee Securities Inc., Canaccord Genuity Corp., and Macquarie Capital Markets Canada Ltd. |
| Offering: | 14,549,914 Trust Units (no Trust Units exercised pursuant to the Underwriter's over-allotment option to this date. The over-allotment period expires 30 days after the closing of the offering. The Exchange will issue a supplemental bulletin if any exercise of the over-allotment option occurs). |
| Trust Unit Price: | $3.83 per Trust Unit |
| Underwriter's Fee: | The Underwriters will receive an aggregate fee of $3,343,570, representing 6% of the gross proceeds from the Offering. |
| Over-Allotment Option: | The Underwriters may over-allot the units in connection with this offering and the Issuer has granted to the Underwriters an option to arrange for the sale of up to an additional 15% of that number of units sold pursuant to the offering, at any time up to 30 days after the closing of the offering. |
For further information, please refer to the Issuer's Prospectus dated February 6, 2013.
_________________________________________________
TRUE NORTH COMMERCIAL REAL ESTATE INVESTMENT TRUST ("TNT.UN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 21, 2013:
| Number of Shares: | 783,290 trust units | ||||||||||||||||||||
| Purchase Price: | $3.83 per trust unit | ||||||||||||||||||||
| Number of Placees: | 1 placee |
| Insider / Pro Group Participation: | ||||||
| Insider=Y / | ||||||
| Name | ProGroup=P / | # of Trust Units | ||||
| D.D. Acquisitions Partnership (Daniel Drimmer) | Y | 783,290 | ||||
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
TYHEE GOLD CORP. ("TDC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 15, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to the second tranche of a Non-Brokered Private Placement announced December 27, 2012:
| Number of Shares: | 20,000,000 shares |
| Purchase Price: | $0.06 per share |
| Warrants: | 20,000,000 share purchase warrants to purchase 20,000,000 shares |
| Warrant Exercise Price: | $0.10 for a two year period |
| Number of Placees: | 6 placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
VICTORIA GOLD CORP. ("VIT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to a subscription agreement (the "Agreement") dated January 23, 2013 between Banyan Coast Capital Corporation ("Banyan Coast"-TSXV:BYN.P) and Victoria Gold Corp. (the "Company"). Pursuant to the Agreement, the Company shall acquire 2,000,000 units of Banyan Coast in connection with the private placement being conducted concurrently with Banyan Coast's Qualifying Transaction. Each unit consists of one common share and one share purchase warrant with an exercise price of $0.15 for a one year period.
As consideration, the Company will pay $200,000 to Banyan Coast.
________________________________________
VUZIX CORPORATION ("VZX")
BULLETIN TYPE: Halt
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, February 15, 2013, trading in the shares of the Company was halted pending completion of the consolidation clearing procedures. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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VUZIX CORPORATION ("VZX")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
Effective at 9:00 a.m., PST, February 15, 2013, shares of the Company resumed trading, an announcement having been made.
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WESTSTAR RESOURCES CORP. ("WER")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 15, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation of an Option Agreement dated February 6, 2013 between the Company and Caribou King Resources Ltd. whereby the Company may acquire a 70% interest in the Tahts Reach Property and Barkerville Claims (the "Property") comprising of 6 mining claims covering a total of 2843 hectares, located in British Columbia.
Total consideration consists of $40,000 cash, the issuance of 600,000 common shares of the Company and exploration expenditures on the Property in the amount of up to $45,000 payable over a two-year period.
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SOURCE: TSX Venture Exchange
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