VANCOUVER, April 17, 2012 /CNW/ -
TSX VENTURE COMPANIES:
AUTOMATED BENEFITS CORP. ("AUT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Company Tier Reclassification
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange has accepted for filing documentation pursuant to the Asset and Stock Purchase Agreement dated January 25, 2012 (the "Agreement") between the Company and Marshall & Swift/Boeckh, LLC ("MSB"), a wholly-owned subsidiary of Decision Insight Information Group, Inc., and MSB's affiliates, Marshall & Swift/Boeckh (Canada) Ltd. and Decision Insight Information Group S.a.r.l.. Under the terms of the Agreement, the Company will acquire MSB's claims division, including contracts, certain claims employees, software and analytical assets. In consideration, the Company will issue 52,189,286 common shares at a deemed price of $0.3478 per common share.
Insider / Pro Group Participation:
| Name |
Insider=Y / ProGroup=P |
# of Shares |
||||||||||
| Marshall & Swift / Boeckh, LLC (Andrew Dean) Marshall & Swift / Boeckh (Canada) Ltd. (Andrew Dean) Decision Insight Information Group S.a.r.l. (Andrew Dean) |
Y Y Y |
45,563,531 633,165 5,992,590 |
For further information please refer to the Company's press release dated April 11, 2012.
Company Tier Reclassification:
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective Wednesday, April 18, 2012, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
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AUTOMATED BENEFITS CORP. ("AUT")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 25, 2012:
| Number of Shares: | 7,021,530 shares | ||||||||||||||||||||||||||||||||||
| Purchase Price: | $0.27 per share | ||||||||||||||||||||||||||||||||||
| Number of Placees: | 1 placee | ||||||||||||||||||||||||||||||||||
| Insider / Pro Group Participation: | |||||||||||||||||||||||||||||||||||
| Name |
Insider=Y / ProGroup=P / |
# of Shares |
|||||||||||||||||||||||||||||||||
| Marshall & Swift / Boeckh, LLC (Andrew Dean) |
Y |
7,021,530 |
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CARDIFF ENERGY CORP. ("CRS")
BULLETIN TYPE: New Listing-IPO-Shares, Resume Trading
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Further to the Exchange's bulletin dated April 13, 2012, effective at the opening, Wednesday, April 18, 2012, trading in the shares of Cardiff Energy Corp. will commence.
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COLT RESOURCES INC. ("GTP")
BULLETIN TYPE: Halt
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Effective at 12:45 p.m. PST, April 17, 2012, 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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CVC CAYMAN VENTURES CORP. ("CKV")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated April 16, 2012, effective at 9:30 a.m., April 17, 2012, 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 Takeover pursuant to TSXV 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.
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EARTHWORKS INDUSTRIES INC. ("EWK")
BULLETIN TYPE: Warrant Price Amendment, Warrant Term Extension
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the reduction in the exercise price and the extension in the expiry date of the following warrants:
Private Placement:
| # of Warrants: Original Exercise Price of Warrants: New Exercise Price of Warrants: Original Expiry Date of Warrants: Previously Amended Expiry Date of Warrants: New Expiry Date of Warrants: |
1,535,000 $0.60 $0.50 1,395,000 - October, 29, 2011 140,000 - December 7, 2011 April 30, 2012 October 31, 2012 |
These warrants were issued pursuant to a private placement of 3,070,000 shares with 1,535,000 share purchase warrants attached, which was accepted for filing by the Exchange effective May 5, 2010 as to 2,790,000 units and August 13, 2010 as to 280,000 units. These warrants were previously extended effective October 24, 2011.
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EL NINO VENTURES INC. ("ELN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to the third and final tranche of a Non-Brokered Private Placement announced November 21, 2011 and February 2, 2012:
| Number of Shares: | 525,000 flow through shares and 530,846 non-flow through shares | |||||
| Purchase Price: | $0.15 per flow through share and $0.13 per non-flow through share | |||||
| Warrants: | 262,500 share purchase warrants to purchase 262,500 shares with an exercise price of $0.23 for an eighteen month period. | |||||
| 265,423 share purchase warrants to purchase 265,423 shares with an exercise price of $0.25 for an eighteen month period. | ||||||
| If the Company's shares trade at $0.40 or greater for a period of ten consecutive trading days, that the Company may, upon notice to the warrant holders, shorten the exercise period to 30 days from the date of notice. | ||||||
| Number of Placees: | 7 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.
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GALAXY CAPITAL CORP. ("GXY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement (the "Agreement") between 9187-1400 Quebec Inc. (Rene Rousseau and Ghislaine Savard, the "Vendors") and Galaxy Capital Corp. (the "Company"), whereby the Company has an option to acquire a 100% interest in the Buckingham Graphite Property, Quebec (the "Property"). In consideration, the Company paid to the Vendors $15,000 upon signing the Agreement, will pay $15,000 and issue 300,000 shares on receipt of the Exchange approval and another 300,000 shares six months from the Exchange approval. The Vendors will retain a 2% Net Milling Royalty on the Property, 1% of which can be purchased by the Company for $1,000,000.
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KARMIN EXPLORATION INC. ("KAR")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced March 26, 2012:
| Number of Shares: | 5,959,992 common shares | |||||||
| Purchase Price: | US$0.77 per share | |||||||
| Number of Placees: | 55 placees | |||||||
| Agent's Fee: | KALLPA Securities Sociedad Agente de Bolsa S.A. - $321,243.57 cash |
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MINDORO RESOURCES LTD. ("MIO")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced November 21, 2011:
| Number of Shares: | 22,537,439 common shares | ||||||||||||||||||||||||||
| Purchase Price: | $0.12 per share | ||||||||||||||||||||||||||
| Number of Placees: | 79 placees | ||||||||||||||||||||||||||
| Insider / Pro Group Participation: | |||||||||||||||||||||||||||
| Name |
Insider=Y / ProGroup=P / |
# of Shares |
|||||||||||||||||||||||||
| International Finance Corporation Acorn Capital - Microcap Investments (Robert David Routley) |
Y Y |
5,000,000 3,478,261 |
|||||||||||||||||||||||||
| Agent's Fee: | |
DJ Carmichael Pty Limited - $77,582 cash BMO Nesbitt Burns - $2,880 cash |
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PAN TERRA INDUSTRIES INC. ("PNT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
1) Property-Asset or Share Purchase Agreement:
TSX Venture Exchange has accepted for filing the share purchase agreement dated effective March 18, 2012 (the "Agreement") among Pan Terra Industries Inc. (the "Company"), Sinco Investments Twenty Nine (PTY) Ltd. ("Sinco 29"), Manila Investments (PTY) Ltd. ("Manila"), Domino Resources (PTY) Ltd. (the "Vendor") and certain shareholders of the Vendor.
Pursuant to the Agreement the Company will acquire 80% of the shares of Manila from the Vendor (the "Acquisition"). Manila's principal asset is its rights under a sale of shares and claims agreement ("Kombat Agreement") with Grove Mining Namibia Proprietary Ltd. ("Grove") and others. These assets will include, on closing of the Acquisition, all the shares of Grove and beneficial and/or legal rights to the assets that are the subject of the Kombat agreement (the "Kombat Assets") including all Mining Licences comprising the Kombat Mine and related assets, including all mining surface infrastructure and equipment related thereto, located in Namibia.
In consideration of the Acquisition agreement, the Company will:
- Pay US $10,000,000 to the Vendor of which a total of US$ 650,000 has been paid as non-refundable deposits.
- Issue 7,000,000 shares and 7,000,000 warrants to the Vendor.
| CASH | SHARES | WARRANTS | |||||||||||||||||||||
| Domino Resources (PTY) Ltd | US$10,000,000 | 7,000,000 | 7,000,000 |
Finder's Fee Pursuant to a finder's fee agreement dated effective December 1, 2011, the Issuer has agreed to pay a finder's fee in the amount of $500,000, to be paid in common shares of the Issuer at a deemed price of $0.50 per share, to Level 4 Capital Corp., on closing of the Acquisition.
Further information on the transaction can be found in the Company's news releases dated December 28, 2011 and March 26, 2012.
2) Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 8, 2012, as amended February 14, 2012:
| Number of Shares: | 26,314,000 subscription receipts | |||||||||||
| Purchase Price: | $0.50 per subscription receipt | |||||||||||
| Conversion: | Each subscription receipt will automatically convert into a unit consisting of one share and one half of one share purchase warrant upon the completion of the escrow release conditions, which include the satisfaction or waiver of all conditions to the completion of the Acquisition, including all regulatory and other material approvals for the Acquisition. |
|||||||||||
| Warrants: | 13,157,000 share purchase warrants to purchase 13,157,000 shares | |||||||||||
| Warrant Exercise Price: | $0.75 for a three year period | |||||||||||
| Number of Placees: | 84 placees | |||||||||||
| Insider / Pro Group Participation: | ||||||||||||
| Name |
Insider=Y / ProGroup=P / |
# of Shares |
||||||||||
| Mountainview Capital Corporation (Casper Bych) Scott Kelly Hugh Jackson Susan Eickmeier Alan Cheatley All Group Financial Services (James Moon) Michael Comeau Derrick Reimer Laurie Hunt Chris Hunt Chris Naprawa Robert & Patricia Nicholson Robert Pollock Ronan Clohissey Aaron Unger Invico Investments Inc. (David Campbell) Kaboukie Investments Ltd. (Les Sherman) Stuart G. Smith Curvature Offshore Fund Inc. (James Hodgins) Bradley Ralph Paul Colucci |
Y Y P P P P P P P P P P P P P P P P P P P |
200,000 170,000 40,000 300,000 100,000 30,000 40,000 50,000 50,000 50,000 400,000 100,000 600,000 50,000 40,000 200,000 55,000 150,000 64,600 50,000 100,000 |
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| Agent's Fee: | $910,490 payable to Dundee Securities Ltd., with 1,820,980 warrants exercisable at $0.50 |
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.
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PETROLIA INC. ("PEA")
BULLETIN TYPE: Halt
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Effective at 5:56 a.m. PST, April 17, 2012, 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.
________________________________________
ROCKLAND MINERALS CORP. ("RL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 10, 2012:
| Number of Shares: | 714,286 shares | |||||||
| Purchase Price: | $0.14 per share | |||||||
| Warrants: | 357,143 share purchase warrants to purchase 357,143 shares | |||||||
| Warrant Exercise Price: | $0.22 for an 18 month period | |||||||
| Number of Placees: | 1 placee |
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.]
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SCEPTRE VENTURES INC. ("SVP.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: April 17, 2012
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated March 16, 2012, effective at the open, Wednesday, April 18, 2012 trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
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Market Information Services at 1-888-873-8392, or email: [email protected]
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