VANCOUVER, July 17, 2013 /CNW/ -
TSX VENTURE COMPANIES:
ALDRIN RESOURCE CORP. ("ALN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing an option agreement (the "Option Agreement") between Aldrin Resources Corp. ("Aldrin") and Timothy Young, Matthew Mason, Michael Lederhouse and Dan Studer (collectively the "Optionors") dated March 18, 2013, as amended April 8, 2013. Under the Option Agreement, Aldrin has been granted an option (the "Option") to acquire up to a 70% interest in the Triple M Uranium Property which is located in the Patterson Lake Area of Saskatchewan within the Athabasca Basin. The property consists of 6 claim blocks totaling 12,001 ha.
In order to exercise the Option Aldrin must:
- pay $100,000 to the Optionors upon signing of the Option Agreement (paid);
- pay $400,000 to the Optionors upon approval by the Exchange of the Option Agreement (as evidenced by the issuance of this Exchange bulletin);
- pay $500,000 to the Optionors on or before the date that is six months from the date of the Option Agreement;
- pay $500,000 to the Optionors on or before the date that is one year from the date of the Option Agreement;
- issue 12,500,000 shares of Aldrin to the Optionors upon approval by the Exchange of the Option Agreement (as evidenced by the issuance of this Exchange bulletin);
- incur an aggregate of $4,000,000.00 of property expenditures on the Triple M Uranium Property over the four years following approval by the Exchange of the Option Agreement (as evidenced by the issuance of this Exchange bulletin) as to:
i. $250,000 in year 1,
ii. $500,000 in year 2,
iii. $1,500,000 in year 3, and
iv. $1,750,000 in year 4.
The Optionors will retain a 3% Net Smelter Royalty respecting the sale of ore concentrate from the Triple M Uranium Property and a 3% Gross Overriding Royalty respecting any diamonds found on the Triple M Uranium Property. Aldrin may elect at any time to repurchase 1% of the Net Smelter Royalty in exchange for $2,000,000.
The Company will pay a finder's fee of 1,052,500 shares to Mark Holden.
| Insider / Pro Group Participation: | Nil | ||||
For further information see the news release dated April 15, 2013 which is available under the Aldrin profile on SEDAR.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 28, 2013:
| Number of Shares: | 11,973,500 shares |
| Purchase Price: | $0.08 per share |
| Warrants: | 5,986,750 share purchase warrants to purchase 5,986,750 shares |
| Warrant Exercise Price: | $0.18 for a one year period |
| Number of Placees: | 61 placees |
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P | # of Shares | |
| Edward Grant | Y | 312,500 | |
| Cyrus Driver | Y | 500,000 | |
| Aggregate Pro Group Involvement | P | 1,625,000 | |
| [6 Placees] | |||
| Finder's Fee: | Haywood Securities Inc. - $8,966.40 and 112,080 Broker Warrants |
| Jordan Capital Markets Inc. - $15,968.00 and 199,600 Broker Warrants | |
| EMD Financial Inc. - $7,200.00 and 90,000 Broker Warrants | |
| PI Financial Corp. - $2,560.00 and 32,000 Broker Warrants | |
| MGI Securities Inc. - $6,000.00 and 75,000 Broker Warrants | |
| Macquarie Private Wealth - $6,400.00 and 80,000 Broker Warrants | |
| Edwin Slater - $21,440.00 | |
| The Broker Warrants are exercisable into common shares at $0.18 per share for a one year period. |
|
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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BLACK BIRCH CAPITAL ACQUISITION III CORP. ("BBC.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
This Capital Pool Company's ('CPC') Amended and Restated Prospectus dated April 5, 2013 has been filed with and accepted by TSX Venture Exchange and the Ontario, Alberta and British Columbia Securities Commissions effective April 12, 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 $310,985 (3,109,850 common shares at $0.10 per share).
| Commence Date: | At the opening on Thursday, July 18, 2013, the Common shares will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: | Canada |
| Capitalization: | Unlimited | common shares with no par value of which |
| 5,109,850 | common shares are issued and outstanding | |
| Escrowed Shares: | 2,160,000 | common shares |
| Transfer Agent: | Equity Financial Trust Company |
| Trading Symbol: | BBC.P |
| CUSIP Number: | 09182Q103 |
| Agent: | Macquarie Private Wealth Inc. |
| Agent's Options: | 310,985 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 Amended and Restated Prospectus dated April 5, 2013.
| Company Contact: | Paul Haber |
| Company Address: | 10 Pauline Avenue |
| Brooklin, Ontario, L1M2H5 | |
| Company Phone Number: | 416-318-6501 |
| Company Fax Number: | 416-915-4265 |
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BROOKEMONT CAPITAL INC. ("BKT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Purchase Agreement dated July 7, 2013 between Brookemont Capital Inc. (the "Company") and Marcy Kiesman and Graeme Sewell (collectively the "Purchasee"), thereby the Company will acquire a 100% interest in certain mineral claims, known as the "Connie Property", located within the Porcupine district of central Ontario. In consideration, the Company will pay $10,000 in cash and issue a total of 4,000,000 to the Purchasee.
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BUCHANS MINERALS CORPORATION ("BMC")
BULLETIN TYPE: Plan of Arrangement, Delist-Offer to Purchase
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation pursuant to a Court approved Plan of Arrangement dated April 26, 2013 (the "Arrangement") between Buchans Minerals Corporation (the "Company") and Minco PLC ("Minco"). Approval of the Arrangement was obtained from shareholders of the Company at the Annual and Special Meeting of Shareholders held on June 28, 2013. Pursuant to the terms of the Arrangement, each common share of the Company ("Share") not previously held by Minco will be exchanged for 0.826 of a common share of Minco ("Minco Shares"). Accordingly, 124,642,196 Minco Shares were issued.
Effective at the open of business, Thursday, July 18, 2013, the Shares of the Company will be delisted from the Exchange. For further information please refer to the Company's information circular dated May 29, 2013 and the company's news releases dated July 16, 2013.
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BULLMAN MINERALS INC. ("BUL")
[Formerly Bullman Ventures Inc. ("BUL.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Brokered, Private Placement-Non- Brokered, Name Change, Reinstated for Trading, Correction
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Inc. (the "Exchange") bulletin of July 16, 2013, the term of the escrow applicable to the 9,000,000 shares under Tier 1 Value Security Escrow Agreement is 18 months and not 36 months.
In addition, the words "The Private Placement was completed in Delta and the securities were converted into the following securities of the Company pursuant to the Transaction" have been deleted.
There are no changes to any other information in the bulletin.
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CANADA CARBON INC. ("CCB")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to a mining claims purchase and transfer agreement (the "Agreement") dated July 14, 2013 between Nouveau-Monde Mining Enterprises Inc. (the "Vendor") and Canada Carbon Inc. (the "Company"). Pursuant to the Agreement, the Company shall acquire three pending mining claims located in the province of Quebec.
As consideration, the Company shall issue 75,000 shares to the Vendor.
For more information, refer to the Company's news release dated July 15, 2013.
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CORAL GOLD RESOURCES LTD. ("CLH")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 3, 2013:
| Number of Shares: | 3,694,500 shares |
| Purchase Price: | $0.10 per share |
| Warrants: | 3,694,500 share purchase warrants to purchase 3,694,500 shares |
| Warrant Exercise Price: | $0.15 for a two year period |
| Number of Placees: | 10 placees |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Frobisher Securities Ltd. (Louis Wolfin) | Y | 2,000,000 |
| Intermark Capital Corp. (David Wolfin) | Y | 1,000,000 |
| 058907 NB Ltd. (Gary Robertson) | Y | 90,000 |
| West Wind Property, Inc. (Ronald D. Andrews) | Y | 75,000 |
| Finder's Fee: | $3,000 cash payable to IR Pro Communications Inc. (Nancy Massicotte) | ||||
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.
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DIFFERENCE FINANCIAL CAPITAL INC. ("DCF")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to a non arm's length share purchase agreement (the "Agreement") dated July 10, 2013 between 1401993 Ontario Inc. (the "Vendor") and Difference Capital Financial Inc. (the "Company"). Pursuant to the Agreement, the Company shall acquire 3,829,795 shares of Blue Ant Media Inc. from the Vendor.
As consideration, the Company will pay the Vendor $4,787,243.75.
For more information refer to the Company's news release dated July 12, 2013.
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ENABLENCE TECHNOLOGIES INC. ("ENA")
BULLETIN TYPE: Halt
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
Effective at 10:43 a.m., PST, July 17, 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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ENABLENCE TECHNOLOGIES INC. ("ENA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
Effective at 11:15 a.m., PST, July 17, 2013, shares of the Company resumed trading, an announcement having been made.
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KOLA MINING CORP. ("KM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
Effective at the opening on Thursday, July 18, 2013, shares of the Company will resume trading, an announcement having been made over Stockwatch on July 10, 2013.
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LOYALIST GROUP LIMITED ("LOY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an Acquisition Agreement (the "Agreement"), between Loyalist Group Limited (the "Company") and certain arm's length parties (collectively, the "Vendors"), whereby the Company has agreed to acquire all of the issued and outstanding shares of 674143 B.C. Ltd. ("MTI Holdco"), a British Columbia corporation currently doing business as MTI Community College - a private career college with locations in Vancouver, Burnaby, Surrey, Coquitlam, Chilliwack and Abbotsford.
The proposed purchase price of $8,000,000 will be satisfied by a $6,000,000 cash payment and a $2,000,000 secured non-interested bearing promissory note due May 15, 2014.
For further details, please refer to the Company's news release dated July 17, 2013.
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PURE MULTI-FAMILY REIT LP ("RUF.U")
BULLETIN TYPE: Halt
BULLETIN DATE: July 16, 2013
TSX Venture Tier 1 Company
Effective at 1:31 p.m., PST, July 16, 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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SENDERO MINING CORP. ("SM")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to an Option Agreement between Sendero Mining Corp. (the Company) and Sociedad Contractuel Minera Leddas (the Vendor) whereby the Company entered into a Property Option Agreement dated February 16, 2012. The Company has chosen to terminate the Option Agreement and will issue shares to settle final outstanding cash payments due to the Vendor and Finder. Terms are as follows:
| Amount | Deemed Price | ||
| Owing | per Share | # of Shares | |
| Vendor | $65,000 | $0.125 | 520,000 |
| Finder (Emiliano Fuenzalida) | $50,000 | $0.125 | 400,000 |
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SONA RESOURCES CORP. ("SYS")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a Property Option Agreement dated July 15, 2013 between Sona Resources Corp. (the Company) and Lu'An (Canada) Capital & Energy Investment Inc. (Mr. ZhiCheng Zhen) (the Vendor) whereby the Company has been granted the right to acquire a 100% interest in the Mineral Hill Property (49 claims, 10,273 hectares) located near Port Alberni, BC. Consideration is 4,000,000 common shares, with 500,000 issuable upon Exchange acceptance and the remainder to be issued upon reaching certain milestones, and a minimum of $750,000 in exploration expenditures within a six year period. The property is subject to a 5% net profits interest royalty. A finders fee of $8,800 and 40,000 warrants exercisable at $0.30 for 24 months is payable to Canada Asia Business Network.
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SPOT COFFEE (CANADA) LTD. ("SPP")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, July 17, 2013, shares of the Company resumed trading, an announcement having been made.
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TORCH RIVER RESOURCES LTD. ("TCR")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement closed on July 3, 2013:
| Convertible Debenture | $300,000 |
| Conversion Price: | Convertible into units consisting of one common share and one common share purchase warrant at $0.10 of principal outstanding |
| Maturity date: | 6 months from date of issuance. The Maturity Date can be extended by an additional 18 months at the option of the debentureholder. |
| Warrants: | Each Warrant will be exercisable for one common share at a price of $0.10 per share for up to 24 months from date of issuance. |
| Interest: | 10% per annum payable semi-annually on June 30 and December 31 of each year commencing December 31, 2013. |
| Number of Placees: | 1 placee |
| Insider / Pro Group Participation: | None |
| Finder's Fee: | $24,000 cash and 240,000 warrants ("Finder Warrants") payable to Euro Pacific Canada Inc. |
| Each Finder's Warrant is exercisable for one common share at a price of $0.10 for up to 24 months from date of issuance. |
|
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TOSCANA ENERGY INCOME CORPORATION ("TEI")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: July 17, 2013
TSX Venture Tier 1 Company
The TSX Venture Exchange has accepted for filing Toscana Energy Income Corporation's (the "Company's") Dividend Reinvestment Plan (the "Plan"). The Company has reserved up to 500,000 common shares of the Company ("Shares") to be issued under the Plan
The Company will determine on or before each Distribution record date the amount of equity, if any, that will be made available under the Plan on the Distribution payment date to which such record date relates.
An Eligible Holder may direct that Distributions payable in respect of all or some of the Shares held for such shareholder under the Plan, be applied to the purchase of additional Shares. The price of Shares purchased with reinvested Distributions will be at a 5% discount to the average closing price of the Shares, for the 10 trading days immediately preceding the date of distribution declared by the Company.
Eligible holders under the Plan, include registered holders of Shares or units of subsidiaries of the Company, who, on the applicable record date for a distribution, is a Canadian resident for purposes of the Income Tax Act (Canada) and is otherwise eligible to participate in the Plan.
For more information, refer to the Company's press releases dated July 10, 2013.
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TUSCANY ENERGY LTD. ("TUS")
DIAZ RESOURCES LTD. ("DZR")
BULLETIN TYPE: Plan of Arrangement, Consolidation, Delist
BULLETIN DATE: July 17, 2013
TSX Venture Tier 2 Companies
1. Plan of Arrangement:
Pursuant to a plan of arrangement under the Business Corporations Act (Alberta), Tuscany Energy Ltd. ("Tuscany") acquired all of the issued and outstanding common shares of Diaz Resources Ltd. ("Diaz") on the basis of 0.31 of a common share of Tuscany for each common share of Diaz. The plan of arrangement was approved by the shareholders of Tuscany and Diaz at the Annual and Special Meeting of the Shareholders held on July 15, 2013 and by the Court of Queen's Bench of Alberta on July 15, 2013.
Following completion of the Plan of Arrangement, Tuscany has consolidated its capital on an 8 to 1 basis, which was approved by the shareholders of Tuscany at the Annual and Special Meeting of the Shareholders held on July 15, 2013. Effective at the opening, Friday, July 19, 2013, the shares of Tuscany will commence trading on TSX Venture Exchange on a consolidated basis. Tuscany is classified as an 'oil and gas exploration and development' company.
| Post - Arrangement and Post - Consolidation: | ||
| Capitalization: | Unlimited | shares with no par value of which |
| 18,601,395 | shares are issued and outstanding | |
| Escrow: | Nil | shares are subject to escrow |
| Transfer Agent: | Computershare Trust Company of Canada | |
| Trading Symbol: | TUS | (UNCHANGED) |
| CUSIP Number: | 90068U 10 3 | (new) |
2. Delist:
Effective at the close of business, Thursday, July 18, 2013, the common shares of Diaz will be delisted from TSX Venture Exchange at the request of the Company and the common shares of Tuscany will continue to trade.
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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