VANCOUVER, Jan. 30, 2018 /CNW/ -
TSX VENTURE COMPANIES
AAJ CAPITAL 1 CORP. ("AAJ.P")
BULLETIN TYPE: Halt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 4:43 a.m. PST, January 30, 2018, trading in the shares of the Company was halted pending closing; 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.
________________________________________
AURAMEX RESOURCE CORP. ("AUX")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,013,750 shares at $0.08 per share to settle outstanding debt for $241,100.00.
| Number of Creditors: |
3 Creditors |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| Palatine Geological Ltd. |
||||
| (Paul Metcalfe) |
Y |
$100,000.00 |
$0.08 |
1,250,000 |
| Wayne Crocker |
Y |
$40,000.00 |
$0.08 |
500,000 |
| Judie Whitby |
Y |
$101,100.00 |
$0.08 |
1,263,750 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
BANKERS COBALT CORP. ("BANC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 16, 2018:
| Number of Shares: |
663,636 shares |
| Purchase Price: |
$0.55 per share |
| Warrants: |
663,636 share purchase warrants to purchase 663,636 shares |
| Warrant Exercise Price: |
$0.70 for a three year period |
| Number of Placees: |
5 Placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated January 25, 2018 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.
________________________________________
CANNABIS WHEATON INCOME CORP. ("CBW")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,018,109 shares to settle outstanding debt for $3,064,943.
| Number of Creditors: |
10 Creditors |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| Troy Grant |
Y |
$11,250 |
$1.00 |
11,250 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
CARDERO RESOURCE CORP. ("CDU")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing a share purchase and sale agreement (the "Agreement") between Cardero Resource Corp. (the "Company") and E.L II Properties Trust dated January 3, 2018 (the "Agreement") under which the Company has agreed to sell 5,000,000 shares of Centenera Mining Corp. to E.L II Properties Trust for $650,000.
Insider / Pro Group Participation: Robert Kopple who owns and controls E.L II Properties Trust is a control person of the Company.
For further information please refer to the Company's news release dated January 12, 2018 which is available under the Company's profile on SEDAR.
________________________________________
CHAKANA COPPER CORP. ("PERU")
[formerly Remo Resources Inc. ("RER")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Non-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing Remo Resources Inc. (the "Company" - now Chakana Copper Corp.) Reverse Takeover (the "RTO") and related transactions, all as principally described in the Company's filing statement dated November 29, 2017 (the "Filing Statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
Reverse Takeover-Completed:
Pursuant to an amalgamation agreement dated October 5, 2017 (the "Agreement"), among the Company, 1124467 B.C. Ltd. and Chakana Copper Corp. ("Chakana Privco"), a private corporation, the Company has acquired all of the issued and outstanding shares of Chakana Privco for consideration of 41,476,882 (post-consolidation) shares of the Company.
The Exchange has been advised that the RTO and the related transactions have received approval from shareholders and have been completed. For additional information please refer to the Filing Statement available under the Company's profile on SEDAR as well as the Company's news release dated January 29, 2017.
Private Placement Non-Brokered:
In connection with the RTO, Chakana Privco undertook a non-brokered private placement of 8,602,500 shares at a price of $0.50 per share, which financing completed on November 7, 2017 and November 9, 2017. Each share converted to one (post-consolidation) share of the Company on closing of the RTO.
Chakana Privco also completed a non-brokered private placement of 11,397,500 subscription receipts at a price of $0.50 each, which completed on November 9, 2017. Each subscription receipt converted to one (post-consolidation) share of the Company on closing of the RTO.
Gross proceeds raised pursuant to the non-brokered private placements were $10,000,000.
Name Change, Consolidation and Resume Trading:
Pursuant to a resolution passed by shareholders on January 22, 2018, the Company has consolidated its capital on a (6.865385) old for (1) new basis. The name of the Company has also been changed as follows.
Effective at the opening Wednesday, January 31, 2018 the common shares of Chakana Copper Corp. will commence trading on TSX Venture Exchange and the common shares of Remo Resources Inc. will be delisted. The Company is classified as a Tier 2 'Mining' company.
| Post - Consolidation |
||
| Capitalization: |
Unlimited |
shares with no par value of which |
| 62,976,882 |
shares are issued and outstanding |
|
| Escrow: |
20,332,501 |
shares subject to Tier 2 Value Escrow |
| Transfer Agent: |
TSX Trust |
|
| Trading Symbol: |
PERU |
(NEW) |
| CUSIP Number: |
15748D 10 6 |
(NEW) |
Effective at the opening, Wednesday, January 31, 2018 the shares of the Company will resume trading.
________________________________________
CORE GOLD INC. ("CGLD")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 7,522,440 shares and 3,761,220 share purchase warrants to settle outstanding debt for $1,880,610 at a deemed price of $0.25 per share.
| Number of Creditors: |
2 Creditors |
| Warrants: |
3,761,220 share purchase warrants to purchase 3,761,220 shares |
| Warrant Exercise Price: |
$0.45 for a two-year period |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
COREX GOLD CORPORATION ("CGE")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 11:15 p.m., PST, January 30, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
ELYSEE DEVELOPMENT CORP. ("ELC")
BULLETIN TYPE: Declaration of Special Dividend
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
The Issuer has declared the following dividend:
| Dividend per Common Share: |
$0.02 |
| Payable Date: |
February 20, 2018 |
| Record Date: |
February 12, 2018 |
| Ex-Dividend Date: |
February 9, 2018 |
________________________________________
EMPIRE METALS CORP. ("EP")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 200,000 shares settle outstanding debt for $40,000.
| Number of Creditors: |
2 Creditors |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
FANCAMP EXPLORATION LTD. ("FNC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement dated January 17, 2018 between Fancamp Exploration Ltd. and Golden Mallard Corp. whereby the Company will acquire 100% interest in the Mallard Heenan Property in Swayze, Ontario. Consideration is an advance royalty of $150,000 cash payable over a 5 year period, 1,000,000 shares, and a commitment to spend $200,000 in the first two years. The Vendor has been granted a 2% Net Smelter Royalty of which the Company may repurchase 1% of the NSR within 7 years for $1,000,000 subject to further Exchange review and acceptance.
________________________________________
GOOD LIFE NETWORKS INC. ("GOOD")
[formerly EXITO ENERGY II INC. ("EXI.P")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Private Placement-Non-Brokered, Convertible Notes, Name Change and Consolidation
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
1. Resume Trading
Effective at the opening on Wednesday, January 31, 2018, the common shares of Good Life Networks Inc. ("GLN") will commence trading on TSX Venture Exchange, and the common shares of Exito Energy II Inc. ("Exito") will be delisted.
2. Qualifying Transaction
TSX Venture Exchange has accepted for filing Good Life Networks Inc.'s (formerly Exito Energy II Inc.) (the "Company") Qualifying Transaction ("QT") described in its information circular dated March 31, 2017 (the "Information Circular") and addendum thereto dated May 11, 2017 (the "Addendum"). As a result, at the opening on Wednesday, January 31, 2018, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The QT consists of the arm's length acquisition of all shares of GLN for consideration of 26,058,696 shares ("Resulting Issuer Shares") of the Resulting Issuer at $0.25 per Resulting Issuer Share ($6,514,674), pursuant to an amended and restated arrangement agreement between GLN and Exito dated January 31, 2017, as amended.
For further information on the Qualifying Transaction, please refer to the Company's Information Circular and Addendum available on SEDAR.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
3. Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on September 29, 2017:
| Number of Shares: |
141,321,044 subscription receipts of GLN ("Subscription Receipts") |
|
| Each Subscription Receipt entitled the holder thereof to receive, upon automatic exchange and without payment of additional consideration or further action by the holder thereof, one common share of GLN ("GLN Share"). Pursuant to the QT, each Underlying Share was exchanged for 0.2601 Resulting Issuer Share. |
||
| Purchase Price: |
$0.0651 per Subscription Receipt |
|
| Number of Placees: |
165 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Greg Phillips |
P |
30,172 |
| Agents: |
GMP Securities L.P. and Mackie Research Capital Corporation |
|
| Agent's Fee: |
Cash commission of $539,000.01 |
|
| Agents' Options: |
2,545,064 options to purchase one Resulting Issuer Share at $0.25 per Resulting Issuer Share until January 26, 2020 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company 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.
4. Private Placement-Non-Brokered, Convertible Notes
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement as disclosed in the Information Circular:
| Convertible Notes: |
$1,542,827.50 principal amount |
|
| Conversion Price: |
On completion of the QT, each investor automatically received one unit for each $0.0475 of principal amount (the "Units"). Each Unit comprises of GLN Share and one-half of a non-transferable common share purchase warrant (a "Unit Warrant"). Pursuant to the QT, each GLN Share was exchanged for 0.2601 Resulting Issuer Share. Each Unit Warrant shall be exercisable into a Resulting Issuer Share for 24 months following the QT at an exercise price of $0.346 per warrant share. |
|
| Maturity date: |
April 25, 2022, April 27, 2022, July 17, 2022, August 29, 2022, December 20, 2022 |
|
| Interest rate: |
10% per annum |
|
| Number of Placees: |
45 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Varshney Capital Corp. |
||
| (Praveen Varshney) |
I |
202,878 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company 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.
5. Name Change and Consolidation
Pursuant to a resolution passed by shareholders on May 26, 2017, the Company has consolidated its capital on a two (2) old for one (1) new basis. The name of the Company has also been changed to Good Life Networks Inc.
Effective at the opening on Wednesday, January 31, 2018, the common shares of Good Life Networks Inc. ("GLN") will commence trading on TSX Venture Exchange, and the common shares of Exito Energy II Inc. ("Exito") will be delisted. The Company is classified as an "Technology" company.
| Post - Consolidation |
|
| Capitalization: |
Unlimited shares with no par value of which |
| 75,264,515 shares are issued and outstanding |
|
| Escrow: |
18,175,820 shares are subject to escrow, 5,280,030 Principal shares of which are subject to a Tier 2 Value Security Escrow Agreement, 2,947,584 non-Principal shares of which are subject to a Tier 2 Value Security Escrow Agreement, 8,448,206 of which are subject to a 4-month hold with 20% released each month with first release upon completion of the QT, and 1,500,000 of which are subject to a CPC Escrow Agreement |
| Transfer Agent: |
Computershare Investor Services Inc. |
| Trading Symbol: |
GOOD (new) |
| CUSIP Number: |
38211X 10 2 (new) |
| Company Contact: |
Jesse Dylan, CEO and Director |
| Company Address: |
202-499 Broughton St., Vancouver, BC V6G 3K1 |
| Company Phone Number: |
604-341-8300 |
| Company Email Address: |
________________________________________
IRONHORSE OIL & GAS INC. ("IOG")
BULLETIN TYPE: Halt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 10:25 a.m. PST, January 30, 2018, 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.
________________________________________
LEGEND GOLD CORP. ("LGN")
BULLETIN TYPE: Halt
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 4:36 a.m. PST, January 30, 2018, 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.
________________________________________
LOGAN RESOURCES LTD. ("LGR")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated January 29, 2018, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2.
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.
________________________________________
MASON GRAPHITE INC. ("LLG")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement as announced on December 12, 2017:
| Number of Shares: |
18,750,000 common shares |
|
| Purchase Price: |
$2.40 per common share |
|
| Number of Placees: |
44 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider = Y / |
Number |
|
| Name |
Pro Group = P |
of Shares |
| Aggregate Pro-Group |
||
| Involvement (3 Placees) |
P |
11,581,900 |
| Underwriters' Fees: |
Underwriters collectively received a cash commission of 5% of the gross proceeds |
The Company has announced the closing of the Private Placement via press release dated January 4, 2018.
MASON GRAPHITE INC. (« LLG »)
TYPE DE BULLETIN: Placement privé avec l'entremise d'un courtier
DATE DU BULLETIN : Le 30 janvier 2018
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé avec l'entremise d'un courtier tel qu'annoncé le 12 décembre 2017 :
| Nombre d'actions : |
18 750 000 actions ordinaires |
|
| Prix : |
2,40 $ par action ordinaire |
|
| Nombre de souscripteurs : |
44 souscripteurs |
|
| Participation initié / Groupe Pro : |
||
| Initié = Y / |
Nombre |
|
| Nom |
Groupe Pro = P |
d'actions |
| Group pro |
||
| (3 souscripteurs) |
P |
11 581 900 |
| Honoraires d'intermédiation : |
Des intermédiaires ont collectivement reçu une commission en espèces de 5% du total du produit souscrit |
La société a confirmé la clôture du placement privé par voie de communiqué de presse daté du 4 janvier 2018.
__________________________________________
MEZZI HOLDINGS INC. ("MZI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the First Tranche of a Non-Brokered Private Placement announced November 24, 2017 and January 3, 2019:
| Number of Shares: |
12,255,007 shares |
| Purchase Price: |
$0.22 per share |
| Warrants: |
6,127,504 share purchase warrants to purchase 6,127,504 shares |
| Warrant Exercise Price: |
$0.35 for a one year period, subject to an acceleration clause. |
| Number of Placees: |
103 Placees |
| Finder's Fee: |
Canaccord Genuity Corp. $62,510.36 cash and 284,138 finder warrants payable. |
| Haywood Securities Inc. $15,400 cash and 70,000 finder warrants payable. |
|
| PI Financial Corp. $55,243.76 cash and 251,108 finder warrants payable. |
|
| Leede Jones Gable Inc. $11,781 cash and 53,550 finder warrants payable. |
|
| -Each finder warrant has the same terms as the offering warrant. |
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.]
________________________________________
MINERA ALAMOS INC. ("MAI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 11:15 a.m., PST, January 30, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
MORIEN RESOURCES CORP. ("MOX")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated January 29, 2018, it may repurchase for cancellation, up to 4,200,000 common shares in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange during the period from February 1, 2018 to January 31, 2019. Purchases pursuant to the bid will be made by National Bank Financial Inc. on behalf of the Company.
________________________________________
ORGANIGRAM HOLDINGS INC. ("OGI"), ("OGI.DB")
BULLETIN TYPE: Prospectus-Debenture Offering, New Listing-Debentures
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective January 24, 2018, the Company's Prospectus dated January 24, 2018 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the New Brunswick, Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Commission, pursuant to the provisions of the New Brunswick, Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Act.
TSX Venture Exchange has been advised that closing is scheduled to occur on January 31, 2018, for gross proceeds of $115,000,000 (including $15,000,000 from the full exercise of the over-allotment option).
| Underwriters: |
Eight Capital, Canaccord Genuity Corp., GMP Securities L.P., and Mackie Research Capital Corporation. |
| Offering: |
115,000 6.00% convertible unsecured debentures (each a "Debenture") |
| Offering Price: |
$1,000 per Debenture |
| Underwriters' Fee: |
The Underwriters shall receive a 6% cash commission of gross proceeds raised under the offering but excluding any gross proceeds raised from sales to "president's list" purchasers on which the Underwriters will receive a 3% cash commission of the gross proceeds raised therefrom. |
For further information, refer to the Company's Short Form Prospectus dated January 24, 2018 filed on SEDAR.
New Listing-Debentures
The Exchange has accepted listing of a total of $115,000,000 aggregate principal amount of 6.0% Debentures maturing on January 31, 2020 which are being issued via short form prospectus. The Debentures will be listed and admitted to trading on the TSX Venture Exchange under the trading information set out below.
| Commencement date: |
At the opening on Wednesday, January 31, 2018, the Debentures will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: |
Canada |
| Capitalization: |
115,000 Debentures of $115,000,000 face value shall be issued and outstanding. |
| Transfer Agent: |
TSX Trust Company |
| Stock Symbol: |
OGI.DB |
| CUSIP: |
68620PAA9 |
| Trading Currency: |
CDN |
The Debentures will be quoted and traded on an accrued interest basis, i.e. all bids, offers and trades of the Debentures will reflect only the capital portion of the Debentures and will not reflect accrued interest. Accrued interest must be reflected in the seller's and buyer's settlement amount, and must be reflected on the confirmation with clients
The Debentures, which are issuable in the minimum principal amount of $1,000 each, will be quoted based on $100 principal amounts with all trades being made in multiples of $1,000. For example, an order to buy $5,000 principal amount will be given as an order to buy 5,000. An order to sell $20,000 principal amount will be shown as an order to sell 20,000. An order for 1,500, for example, is not acceptable since all trades must be made in multiples of $1,000. The minimum trading unit of Debentures is $1,000 and a board lot of Debentures is $1,000.
The following is a summary of some of the principal provisions of the Debentures:
| Aggregate Principal Amount: |
$115,000,000 |
| Maturity Date: |
January 31, 2020 |
| Interest: |
The Debentures bear interest at an annual rate of 6.00%, payable semi-annually in arrears on June 30 and December 31 in each year, commencing on June 30, 2018. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. |
| Interest Start Date: |
January 31, 2018 |
| First Interest Payment: |
June 30, 2018 (for interest accrued from and including January 31, 2018 to, but excluding, June 30, 2018) |
| Conversion: |
Each Debenture will be convertible into common shares of the Company, at the option of the holder thereof, at any time prior to the close of business on the earlier of: (a) the business day immediately preceding the Maturity Date; and (b) if subject to redemption in the event of a Change of Control (as defined in the prospectus), the business day immediately preceding the Payment Date (as defined below), at a conversion price of $5.42 per common share (the "Conversion Price"), being a conversion rate of approximately 184.5019 common shares for each $1,000 principal amount of Debentures, subject to adjustment in certain events and to Mandatory Conversion (as defined below) by the Company as provided in the Indenture (as defined below). Holders converting their Debentures will receive accrued and unpaid interest on such Debentures for the period from and including the last interest payment date prior to conversion (or the date of issue of the Debentures if there has not yet been an interest payment date) to and including the date of conversion. |
| Following the closing date, the Company may force the conversion of the aggregate principal amount of the then outstanding Debentures at the Conversion Price on not less than 30 days' prior notice should the daily volume weighted average trading price of the common shares on the TSX Venture Exchange be greater than $7.05 for any 10 consecutive trading days (the "Mandatory Conversion"). |
|
| Redemption: |
The Debentures will not be redeemable except that they may be repurchased upon satisfaction of certain conditions in the event of a Change of Control as described in the debenture indenture dated January 31, 2018 (the "Indenture"). Upon the occurrence of a Change of Control, the Company will be required on such date to make an offer in writing to purchase all of the Debentures then outstanding and the holders of the Debentures will have the right to require the Company to repurchase their Debentures, in whole or in part, on the date that is 30 days following the consummation of the Change of Control (the "Payment Date") at a price equal to 104% of the principal amount of the Debentures then outstanding (the "Change of Control Purchase Price"), plus accrued and unpaid interest. If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the Change of Control offer have been tendered to the Company, the Company will have the right to redeem all of the remaining Debentures at the Change of Control Purchase Price. |
| Clearing and Settlement: |
The Debentures will clear and settle through CDS. |
| Board Lot: |
The Debentures will trade in a board lot size of $1,000 face value. |
The Debentures will be issued under an indenture to be dated as of January 31, 2018 between the Company and TSX Trust Company.
For further information, refer to the Company's Short Form Prospectus dated January 24, 2018 filed on SEDAR.
________________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 8, 2017:
| Number of Shares: |
754,461 shares |
| Purchase Price: |
US$0.27 per share (CDN$0.346437 per share) |
| Number of Placees: |
4 Placees |
For further details, please refer to the Company's news release dated January 26, 2018.
________________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 7, 2017:
| Number of Shares: |
253,802 shares |
| Purchase Price: |
US$0.71 per share (CDN$0.904966 per share) |
| Number of Placees: |
5 Placees |
For further details, please refer to the Company's news release dated January 26, 2018.
_________________________________________
PJX RESOURCES INC. ("PJX")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Property Option Agreement (the "Agreement") dated January 17, 2018, between PJX Resources Inc. (the "Company") and an arm's length party (the "Optionor"), whereby the Company can acquire a 100% interest in certain mineral claims (the "Gold Shear Property"), located in the Fort Steele Mining District, Cranbrook, British Columbia.
Under the terms of the Agreement, the Company can earn a 100% interest in the Property by making aggregate cash payments of $45,000 and issuing 200,000 common shares to the Optionor over a two year period.
For further details, please refer to the Company's news release dated January 22, 2018.
________________________________________
PUMA EXPLORATION INC. ("PUMA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement:
| Number of Shares: |
3,358,000 flow-through common shares |
| Purchase Price: |
$0.10 per flow-through common share |
| Number of Placees: |
26 Placees |
| Finder's Fees: |
A finders collectively received $10,864 in cash and 108,640 common share purchase warrants at $0.10 for 24 months |
The Company has confirmed the closing of the above-mentioned Private Placement pursuant to press release dated December 22, 2017.
EXPLORATION PUMA INC. (« PUMA »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 30 janvier 2018
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier :
| Nombre d'actions : |
3 358 000 actions ordinaires accréditives |
| Prix : |
0,10 $ par action ordinaire accréditive |
| Nombre de souscripteurs : |
26 souscripteurs |
| Honoraires d'intermédiation : |
Un intermédiaire a reçu 10 864 $ en espèces ainsi que 108 640 bons de souscription en actions ordinaires à 0,10 $ pour 24 mois. |
La société a confirmé la clôture du placement privé par voie de l'émission de communiqué de presse daté du 22 décembre 2017.
___________________________________________
PUMA EXPLORATION INC. ("PUMA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement:
| Number of Shares: |
10,000,000 flow-through common shares |
|
| Purchase Price: |
$0.10 per flow-through common share |
|
| Number of Placees: |
21 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider = Y / |
Number |
|
| Name |
Pro Group = P |
of Shares |
| Aggregate Pro-Group |
||
| Involvement (3 Placees) |
P |
750,000 |
| Finder's Fees: |
Finders collectively received $70,800 in cash and 708,000 common share purchase warrants at $0.10 for 24 months |
The Company has confirmed the closing of the above-mentioned Private Placement pursuant to press releases dated December 8, 2017 and December 22, 2017.
EXPLORATION PUMA INC. (« PUMA »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 30 janvier 2018
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier :
| Nombre d'actions : |
10 000 000 actions ordinaires accréditives |
|
| Prix : |
0,10 $ par action ordinaire accréditive |
|
| Nombre de souscripteurs : |
21 souscripteurs |
|
| Participation initié / Groupe Pro : |
||
| Initié = Y / |
Nombre |
|
| Nom |
Groupe Pro = P |
d'actions |
| Group pro (3 souscripteurs) |
P |
750 000 |
| Honoraires d'intermédiation : |
Des intermédiaires ont collectivement reçu 70 800 $ en espèces ainsi que 708 000 bons de souscription en actions ordinaires à 0,10 $ pour 24 mois. |
La société a confirmé la clôture du placement privé par voie de l'émission de communiqués de presse datés du 8 décembre 2017 et 22 décembre 2017.
_______________________________________
SABLE RESOURCES LTD. ("SAE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation pertaining to an agreement dated October 31, 2017 (the "Agreement"), between Sable Resources Ltd. (the "Company") and BlueJoint Resources Inc. ("BlueJoint"). Pursuant to the Agreement, the Company has acquired a 100% interest in BlueJoint.
BlueJoint holds five mineral property applications and one mineral title in Mexico (together, the "Properties").
Consideration for the Properties is 23,333,333 shares of the Company.
Insider / Pro Group Participation: Terry Harbort is a director of the Company and an (indirect) shareholder of BlueJoint.
For additional information please refer to the Company's news releases dated November 2, 2017 and January 29, 2018.
_______________________________________
SABLE RESOURCES LTD. ("SAE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation pertaining to an agreement dated October 31, 2017 (the "Agreement"), between Sable Resources Ltd. (the "Company") and Western Canada Greenfields Group Inc. ("WCG"). Pursuant to the Agreement, the Company has acquired a 100% interest in WCG.
WCG holds three exploration properties in British Columbia (together, the "Properties").
Consideration for the Properties is 1,777,777 shares of the Company.
Insider / Pro Group Participation: Terry Harbort is a director of the Company and an (indirect) shareholder of WCG.
For additional information please refer to the Company's news releases dated November 2, 2017 and January 29, 2018.
_______________________________________
SUNSHINE AGRI-TECH INC. ("SAI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
Effective at 10:15 a.m., PST, January 30, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
TRISTAR GOLD INC. ("TSG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 14, 2017:
| Number of Shares: |
12,980,297 shares |
| Purchase Price: |
$0.22 per share |
| Warrants: |
6,490,148 share purchase warrants to purchase 6,490,148 shares |
| Warrant Initial Exercise Price: |
$0.35 |
| Warrant Term to Expiry: |
30 months |
| Number of Placees: |
26 Placees |
| Finder's Fee: |
|
| Elemental Capital Partners, LLP |
|
| (Morgan Fletcher) |
$57,540.12 cash; 72,546 warrants |
| Haywood Securities Inc. |
$1,320.00 cash |
| Mezzo Consulting Services |
|
| (Frank Hoegel) |
$46,900.70 cash |
| Goldinvest Consulting GmbH |
|
| (Bjorn Junker) |
$6,622.00 cash |
| Finder Warrant Initial Exercise Price: |
$0.35 |
| Finder Warrant Term to Expiry: |
for a period of 30 months from the closing date |
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.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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