VANCOUVER, July 11, 2013 /CNW/ -
TSX VENTURE COMPANIES:
AMARC RESOURCES LTD. ("AHR")
QUARTZ MOUNTAIN RESOURCES LTD. ("QZM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Property-Asset or Share Disposition Agreement; Amendment
BULLETIN DATE: July 11, 2013
TSX Venture Tier 1 Company
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Inc.'s (the "Exchange") bulletin dated December 11, 2012, the Exchange has accepted for filing an amending agreement dated June 27, 2013 (the "Amending Agreement") between Amarc Resources Ltd. ("Amarc") and Quartz Mountain Resources Ltd. ("Quartz"). Under the Amending Agreement, the letter agreement dated November 1, 2012 (the "Letter Agreement") between Quartz and Amarc has been amended as follows:
- the joint venture under the Letter Agreement will be divided into two separate joint ventures, being the Galaxie Joint Venture in respect of the Galaxie Project and the ZNT Joint Venture in respect of the ZNT Project
- Amarc will be granted the option until October 31, 2013 to increase its current 40% interest in the Galaxie Project from 40% to 60% by making a cash payment of $235,000 to Quartz; and
- Amarc will be granted the option until October 31, 2013 to increase its current 40% interest in the ZNT Project from 40% to 60% by making a cash payment of $210,000 to Quartz.
Insider / Pro Group Participation: Ronald Thiessen, Scott Cousens and Robert Dickinson are directors or officers of both Amarc and Quartz.
For further information see the news release dated July 5, 2013 which is available under the Amarc and Quartz profiles on SEDAR.
________________________________________
ARIAN RESOURCES CORP. ("ARC")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Effective at 9:15 a.m., PST, July 11, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
C-COM SATELLITE SYSTEMS INC. ("CMI")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: July 11, 2013
TSX Venture Tier 1 Company
The Issuer has declared the following dividend(s):
| Dividend per Share: | $0.01 |
| Payable Date: | August 6, 2013 |
| Record Date: | July 23, 2013 |
| Ex-Dividend Date: | July 19, 2013 |
________________________________________
CENTRAL RESOURCES CORP. ("CBC")
BULLETIN TYPE: Consolidation
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by the directors on April 16, 2013, the Company has consolidated its capital on a three old for one new basis. The name of the Company has not been changed.
Effective at the opening on Friday, July 12, 2013, the common shares of Central Resources Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.
| Post - Consolidation | ||
| Capitalization: | Unlimited | shares with no par value of which |
| 15,117,000 | shares are issued and outstanding | |
| Escrow | Nil | shares are subject to escrow |
| Transfer Agent: | Equity Financial Trust Company | |
| Trading Symbol: | CBC | (UNCHANGED) |
| CUSIP Number: | 15505Q209 | (new) |
________________________________________
GLOBAL COBALT CORPORATION ("GCO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,000,000 shares to settle outstanding debt of $140,000.
Number of Creditors: 1 Creditor
Insider / Pro Group Participation:
| Insider=Y / | Amount | Deemed Price | ||
| Creditor | Progroup=P | Owing | per Share | # of Shares |
| Erin Chutter | Y | $140,000 | $0.14 | 1,000,000 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
GREAT NORTHERN GOLD EXPLORATION CORPORATION ("GGE")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 9, 2013, effective at 6:13 a.m.
July 11, 2013, 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 TSXV 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.
________________________________________
HFX HOLDING CORP. ("HXC")
[formerly HFX HOLDING CORP ("HXC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Reinstated for Trading
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing HFX Holding Corp's (the "Company") Qualifying Transaction as described in its Filing Statement dated May 7, 2013 and as amended on July 8, 2013. As a result, at the opening on Friday, July 12, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
Property Purchase Agreement:
The Company entered into an property option agreement (the "Agreement") dated February 15, 2013 with Omineca Mining and Metals Ltd ("Omineca") under which Omineca have granted the Company the an option to acquire a 100% interest in the Kiwi Property, Yukon Territory (the "Property").
The Company can earn a 100% interest in the Property by paying an aggregate of $320,000 in cash and issuing a total of 800,000 shares as follows:
- cash of $30,000 and issuing 50,000 shares upon Exchange acceptance ("Exchange Acceptance") of the Qualifying Transaction;
- issuance of an additional 100,000 shares on or before the first anniversary of Exchange Acceptance;
- an additional cash payment of $40,000, issuance of 100,000 shares on or before the second anniversary of Exchange Acceptance;
- an additional cash payment of $50,000, issuance of 150,000 shares on or before the third anniversary of Exchange Acceptance;
- an additional cash payment of $50,000, issuance of 150,000 shares on or before the fourth anniversary of Exchange Acceptance;
- an additional cash payment of $75,000, issuance of 250,000 shares on or before the fifth anniversary of Exchange Acceptance;
- an additional cash payment of $75,000, on or before the sixth anniversary of Exchange Acceptance;
Under the terms of the Option Agreement, and following exercise of the Option, the Company has agreed to grant Omineca a 2% Net Smelter Royalty (the "Royalty"), and the Company shall have the right to purchase back 1% of the Royalty for $1,000,000.
There is a finder's fee payable to Wolverton Securities for an aggregate of $28,250 cash and issuance of 73,750 shares in staged payments linked to the Company's Agreement payment to Omineca.
The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement and amending Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
The Company is classified as a 'Mineral Exploration and Development' company.
| Capitalization: | Unlimited | shares with no par value of which |
| 8,674,100 | shares are issued and outstanding | |
| Escrow: | 2,070,000 | common shares are subject to a 36-month staged release escrow under the CPC Escrow Agreement |
| 710,000 | common shares are subject to a 36-month staged release escrow under a Value Escrow Agreement | |
| Symbol: | HXC | (new) |
Private Placement - Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 20, 2013:
| Number of Shares: | 2,500,000 shares |
| Purchase Price: | $0.10 per share |
| Number of Placees: | 23 placees |
Insider / Pro Group Participation:
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Zhuo Cao | Y | 700,000 |
| Michael Chieng | Y | 10,000 |
Reinstated for Trading:
Effective at the opening, Friday, July 12, 2013, trading in the shares of the Company will be reinstated.
________________________________
HHT INVESTMENTS INC. ("HHT.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
This Capital Pool Company's ('CPC') Prospectus dated June 20, 2013 has been filed with and accepted by TSX Venture Exchange and the Ontario, Alberta and British Columbia Securities Commissions effective June 24, 2013, pursuant to the provisions of the respective Securities Acts. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company has completed its initial distribution of securities to the public. The gross proceeds received by the Company for the Offering were $2,000,050 (20,000,500 common shares at $0.10 per share).
| Commence Date: | At the opening on Friday July 12, 2013, the Common shares will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: | Ontario |
| Capitalization: | Unlimited common shares with no par value of which |
| 30,000,500 common shares are issued and outstanding | |
| Escrowed Shares: | 10,705,000 common shares |
| Transfer Agent: | Equity Financial Trust Company |
| Trading Symbol: | HHT.P |
| CUSIP Number: | 40421U100 |
| Agent: | GMP Securities L.P. |
| Agent's Options: | 1,600,040 non-transferable stock options. One option to purchase one share at $0.10 per share for up to 24 months. |
For further information, please refer to the Company's Prospectus dated June 20, 2013.
| Company Contact: | Scott Hayes, Chief Executive Officer |
| Company Address: | 140 Yonge Street, Suite 216 |
| Toronto, ON M5C 1X6 | |
| Company Phone Number: | 647-795-8629 |
| Company Fax Number: | 416-365-1876 |
________________________________________
ILOOKABOUT CORP. ("ILA")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 61,651 common shares at a deemed value of $0.26 per share to settle outstanding debt for $16,031.
Number of Creditors: 10 Creditors
Insider / Pro Group Participation:
| Insider=Y / | Amount | Deemed Price | ||
| Creditor | Progroup=P | Owing | per Share | # of Shares |
| John C. Drake | Y | $3,024.66 | $0.26 | 11,633 |
| Robin Dyson | Y | $302.47 | $0.26 | 1,163 |
| D. Mark Sheppard | Y | $302.47 | $0.26 | 1,163 |
| Jeff Young | Y | $680.55 | $0.26 | 2,617 |
| Jeff Hack | Y | $680.55 | $0.26 | 2,617 |
| Ontario 2315410 Inc. | Y | $2,722.19 | $0.26 | 10,469 |
For further details, please refer to the Company's news release dated July 3, 2013.
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INTERNATIONAL MILLENNIUM MINING CORP. ("IMI")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
| # of Warrants: | 4,250,000 |
| Original Expiry Date of Warrants: | July 29, 2013 |
| New Expiry Date of Warrants: | July 29, 2016 |
| Exercise Price of Warrants: | $0.40 |
| # of Warrants: | 200,000 |
| Original Expiry Date of Warrants: | July 29, 2013 |
| New Expiry Date of Warrants: | July 29, 2016 |
| Exercise Price of Warrants: | $0.45 |
These warrants were issued pursuant to a private placement of 4,250,000 non flow-through common shares with 4,250,000 common share purchase warrants attached and 200,000 flow-through common shares with 200,000 common share purchase warrants attached, which was accepted for filing by the Exchange effective July 28, 2011.
______________________________________
MERCURY CAPITAL II LIMITED ("MFF.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
This Capital Pool Company's ('CPC') Prospectus dated May 22, 2013 has been filed with and accepted by TSX Venture Exchange and the Ontario, Alberta and British Columbia Securities Commissions effective
May 24, 2013, pursuant to the provisions of the respective Securities Acts. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company has completed its initial distribution of securities to the public. The gross proceeds received by the Company for the Offering were $355,620 (1,185,400 common shares at $0.30 per share).
| Commence Date: | At the opening on Friday July 12, 2013, the Common shares will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: | Ontario |
| Capitalization: | Unlimited common shares with no par value of which |
| 1,852,065 common shares are issued and outstanding | |
| Escrowed Shares: | 666,665 common shares |
| Transfer Agent: | Computershare Investor Services Inc. |
| Trading Symbol: | MFF.P |
| CUSIP Number: | 58936Q109 |
| Agent: Hampton | Securities Limited |
| Agent's Options: | 118,540 non-transferable stock options. One option to purchase one share at $0.30 per share for up to 24 months. |
For further information, please refer to the Company's Prospectus dated May 22, 2013.
| Company Contact: | Robbie Grossman |
| Company Address: | 1 Adelaide Street East, Suite 801, |
| Toronto, Ontario, M5C 2V9 | |
| Company Phone Number: | 416-869-1234 |
| Company Fax Number: | 416-869-0547 |
________________________________________
MESA EXPLORATION CORP. ("MSA")
BULLETIN TYPE: Private Placement Non-Brokered, Amendment
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated July 9, 2013, the Bulletin should have read as follows:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 24, 2013:
| Number of Shares: | 1,375,000 shares |
| Purchase Price: | $0.08 per share |
| Warrants: | 1,375,000 share purchase warrants to purchase 1,375,000 shares |
| Warrant Exercise Price: | $0.15 for a three year period |
| Number of Placees: | 4 placees |
| Finder's Fee: | Macquarie Private Wealth Inc. $5,600 cash and 70,000 Broker warrants payable. Each broker warrant has the same terms as the offering warrants. |
________________________________________
NAVASOTA RESOURCES INC. ("NAV")
[formerly Anglo Aluminum Corp. ("ALU")]
BULLETIN TYPE: Name Change and Consolidation
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders December 14, 2012, the Company has consolidated its capital on a (10) ten old for (1) one new basis. The name of the Company has also been changed as follows.
Effective at the opening, Friday, July 12, 2013, the common shares of Navasota Resources Inc. will commence trading on TSX Venture Exchange, and the common shares of Anglo Aluminum Corp. will be delisted. The Company is classified as a 'mineral exploration and development' company.
| Post - Consolidation | ||
| Capitalization: | Unlimited | shares with no par value of which |
| 8,730,528 | shares are issued and outstanding | |
| Escrow: | nil | |
| Transfer Agent: | Computershare Investor Services Inc. | |
| Trading Symbol: | NAV | (new) |
| CUSIP Number: | 639294107 | (new) |
________________________________________
NQ EXPLORATION INC. ("NQE")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 239,342 common shares at a deemed price of $0.05 per share, in order to settle an outstanding debt of $11,967.12, as announced July 9, 2013. These shares are to be issued as payment of accrued interest relating to convertible debentures issued pursuant to a Private Placement.
Number of Creditors: 1 creditor
The Company shall issue a press release when the shares are issued and the debt is extinguished.
EXPLORATION NQ INC. (« NQE »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 11 juillet 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation de la société relativement à l'émission proposée de 239 342 actions ordinaires au prix réputé de 0,05 $ l'action en règlement d'une dette de 11 967,12 $, tel qu'annoncé le 9 juillet 2013. Les actions seront émises en paiement d'intérêts courus relativement aux débentures convertibles émises en vertu d'un placement privé.
Nombre de créanciers : 1 créancier
La société émettra un communiqué de presse lorsque les actions seront émises et que la dette sera réglée.
_______________________________________
PACIFIC RIDGE EXPLORATION LTD. ("PEX")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to the option agreement dated June 24, 2013 between the Company and 39242 Yukon Inc. whereby the Company has the option to acquire a 100% interest in the Sophia Quartz property comprising 40 mineral claims in the Dawson Mining District of Yukon Territory in consideration of $100,000 and 1,000,000 shares.
________________________________________
SGX RESOURCES INC. ("SXR")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: July 11, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
| # of Warrants: | 3,817,845 |
| Original Expiry Date of Warrants: | July 20, 2012 subsequently extended to December 31, 2012 and July 31, 2013 |
| New Expiry Date of Warrants: | July 31, 2014 |
| Exercise Price of Warrants: | $0.45 |
These warrants were issued pursuant to a private placement of 7,886,500 shares with 3,943,250 share purchase warrants attached, which was accepted for filing by the Exchange effective January 5, 2011.
________________________________________
SOLID GOLD RESOURCES CORP. ("SLD")
BULLETIN TYPE: Suspend
BULLETIN DATE: July 11, 2013
TSX Venture Tier 1 Company
Further to the Exchange bulletin dated June 25, 2013, effective at the opening on Friday, July 12, 2013, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements, the Company having less than 3 Directors.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
________________________________________
SOUTHERN ARC MINERALS INC. ("SA")
BULLETIN TYPE: Halt
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Effective at 5:57 a.m., PST, July 11, 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.
________________________________________
SOUTHERN ARC MINERALS INC. ("SA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Effective at 6:45 a.m., PST, July 11, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
TERRA FIRMA RESOURCES INC. ("TFR")
TAD MINERAL EXPLORATION INC. ("TAD")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement dated November 26, 2012 between Terra Firma Resources Inc. ('Terra Firma') and TAD Mineral Exploration Inc. ('TAD'). TAD has agreed to grant an option to Terra Firma to acquire a 49% interest in the two Collins mineral claims and a 43% interest in 13 additional mineral claims including the American Boy, Janelle, Sunrise and Sidina mineral claims (collectively, the 'Property'). In consideration, Terra Firma will issue 10,000,000 shares to TAD and spend $250,000 on exploration of the Property over 3 years.
900,000 shares will be issued to Asia Asset Management Inc. as a finder's fee in connection with this transaction.
________________________________________
TRANSGAMING INC. ("TNG")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement, announced on June 28, 2013:
| Number of Shares: | 3,000,000 common shares |
| Purchase Price: | $0.10 per common share |
| Warrants: | 3,000,000 warrants to purchase 3,000,000 common shares |
| Warrant Exercise Price: | $0.15 per share for a period of 24 months following the closing of the Private Placement |
| Number of Placees: | 1 Placee |
| Agents' Fee: | $18,000 in cash and 240,000 brokers' warrants were paid to Euro Pacific Canada Inc. Each warrant entitles the Holder to purchase one common share and may be exercised at $0.30 per share for a period of 24 months following the closing of the Private Placement. |
The Company has announced the closing of the above-mentioned Private Placement by way of a press release.
TRANSGAMING INC. (« TNG »)
TYPE DE BULLETIN : Placement privé par l'entremise d'un courtier
DATE DU BULLETIN : Le 11 juillet 2013
Société du groupe 2 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 28 juin 2013 :
| Nombre d'actions : | 3 000 000 d'actions ordinaires |
| Prix : | 0,10 $ par action ordinaire |
| Bons de souscription : | 3 000 000 de bons de souscription permettant de souscrire à 3 000 000 d'actions ordinaires |
| Prix d'exercice des bons : | 0,15 $ par action pour une période de 24 mois suivant la clôture du placement privé. |
| Nombre de souscripteurs : | 1 souscripteur |
| Commission des agents : | 18 000 $ au comptant et 240 000 bons de souscription ont été payés à Euro Pacific Canada Inc. Chaque bon de souscription permet au titulaire de souscrire à une action ordinaire au prix de 0,30 $ l'action pendant une période de 24 mois suivant la clôture du placement privé. |
La société a annoncé la clôture de ce placement privé par voie d'un communiqué de presse.
_____________________________
VENTRIPOINT DIAGNOSTICS LTD. ("VPT")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 694,425 common shares of the Company deemed price of $0.099 per Share in payment of $68,748.09 of accrued interest owing to a holder of an outstanding debenture of the Company
Number of Creditors: 1 Creditor
Insider / Pro Group Participation: None
________________________________________
W 7 ACQUISITON CORP. ("WSV.P") BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Remain Suspended, Delist BULLETIN DATE: July 11, 2013 TSX Venture Tier 2 Company TSX Venture Exchange has accepted for filing W 7 Acquisition Corp.'s (the "Company") Qualifying Transaction ("QT") described in its Management Information Circular dated June 12, 2013. In accordance with the terms of the amalgamation agreement entered into between the Company, ViXS Systems Inc. ("ViXS") and ViXS Subco Inc., a wholly-owned subsidiary of ViXS, dated May 22, 2013, the Company will amalgamate with ViXS Subco Inc. (the "Amalgamation"). The QT is scheduled to close on July 12, 2013 and an application has been made for the listing of ViXS on Toronto Stock Exchange to trade under the symbol 'VXS'.
Upon completion of the Amalgamation and listing on Toronto Stock Exchange, the Company's common shares will be delisted from TSX Venture Exchange and the Company will no longer be considered a Capital Pool Company. A further notice will be issued upon receipt of confirmation of closing of the Amalgamation and listing on Toronto Stock Exchange.
Remain Suspended
Further to the TSX Venture Exchange ('TSXV') Bulletin dated June 7, 2013, trading in the shares of the Company will remain suspended pending confirmation of completion of the Amalgamation and resulting delist. Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
_____________________________
WESTERN PACIFIC RESOURCES CORP. ("WRP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the second (and final) tranche of a Non-Brokered Private Placement announced April 26, 2013 and June 3, 2013:
| Number of Shares: | 133,333 shares |
| Purchase Price: | $0.15 per share |
| Warrants: | 133,333 share purchase warrants to purchase 133,333 shares |
| Warrant Exercise Price: | $0.20 for an eighteen month period |
The warrants are subject to the Company's right to accelerate the exercise of the warrants if the daily volume weighted average trading price of the shares of the Company on the Exchange is equal to or exceeds $0.40 for a period of 15 consecutive trading days during the term of the warrant, commencing four months after the date the warrants are issued.
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.
________________________________________
NEX COMPANY:
ONENERGY INC. ("OEG") ("OEG.A")
[formerly Look Communications Inc. ("LOK.H", "LOK.K")]
BULLETIN TYPE: Change of Business, Private Placement, Name Change, Symbol Change, Graduation, Resume Trading
BULLETIN DATE: July 11, 2013
NEX Company
Change of Business
The multiple voting shares and subordinate voting shares of ONEnergy Inc., formerly Look Communications Inc. (the "Company") have been halted from trading since March 26, 2013, pending completion of a Change of Business.
TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Change of Business. Pursuant to an agreement with Sunwave Gas and Power Inc. ("Sunwave") and OZZ Clean Energy Inc. ("OZZ") dated March 26, 2013, the Company has acquired Sunwave, a private company and a licensed retailer of energy commodity products to the residential and commercial customer market segments in Ontario. The Company issued 3,382,974 multiple voting shares and 3,759,883 subordinate voting shares to OZZ as consideration. In addition, the Company issued 30,446,767 multiple voting shares and 33,838,947 subordinate voting shares, on a private placement basis, at a price of $0.14 per share for aggregate subscription proceeds of $9,000,000. Please refer to the Information Circular dated June 7, 2013 available on www.sedar.com for full details.
The Exchange has been advised that the above transactions, approved by shareholders of the Company, have been completed.
Private Placement
Concurrently with the COB, ONEnergy Inc., formerly Look Communications Inc. (the "Company") completed a private placement financing (the "Financing") consisting of 30,446,767 multiple voting shares ("MVS") and 33,838,947 subordinate voting shares ("SVS") of the Company at $0.14 per share. These shares are subject to a four month statutory hold period.
Insider / Pro Group Participation:
| Insider=Y / | |||
| Name | ProGroup=P | # of MVS | # of SVS |
| Stephen Letwin | Y | 3,382,974 | 3,759,883 |
| C. Fraser Elliott | Y | 845,744 | 939,971 |
Name Change
Effective at the open on Friday, July 12, 2013, the multiple voting shares and subordinate voting shares of the ONEnergy Inc. (the "Company") will commence trading on TSX Venture Exchange, and the multiple voting shares and subordinate voting shares of Look Communications Inc. will be delisted. The Company is classified as a 'Natural Gas Distribution' company.
Symbol Change
Effective at the open on Friday, July 12, 2013, the trading symbol for the ONEnergy Inc., formerly Look Communications Inc.'s (the "Company") multiple voting shares will change from ("LOK.H") to ("OEG") and the trading symbol for the Company's subordinate voting shares will change from ("LOK.K") to ("OEG.A").
Graduation from NEX to TSX Venture
ONEnergy Inc., formerly Look Communications Inc. (the "Company"), has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Friday, July 12, 2013, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to TSX Venture's Toronto office.
Resume Trading
Further to NEX Bulletin dated March 26, 2013, effective at the open on Friday, July 12, 2013, trading in the shares of the Company will resume.
The Company is classified as a 'Natural Gas Distribution' company.
| Capitalization: | Unlimited number of multiple voting shares of which |
| 99,994,671 multiple voting shares are issued and outstanding; and | |
| Unlimited number of subordinate voting shares of which | |
| 111,135,424 subordinate voting shares are issued and outstanding. | |
| Escrowed: | 4,401,618 multiple voting shares; and |
| 4,824,854 subordinate voting shares | |
| Escrow Term: | 18 months |
| Transfer Agent: | Computershare Investor Services Inc. |
| Symbol: | OEG (new) - Multiple Voting Shares |
| OEG.A (new) - Subordinate Voting Shares | |
| CUSIP: | 68268C206 (new) - Multiple Voting Shares |
| 68268C305 (new) - Subordinate Voting Shares | |
| Company Contact: | C. Fraser Elliott, Chief Financial Officer |
| Company Address: | 2225 Sheppard Avenue East, Suite 1600, North York, Ontario, M2J 5C2 |
| Company Phone Number: | (416) 444-8810 or (905) 693-0393 |
| Company Fax Number: | (647) 253-2525 |
| Company Email Address: | [email protected] |
| Company's Website Address: | www.onenergyinc.com or www.grouplook.ca |
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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