VANCOUVER, July 23, 2013 /CNW/ -
TSX VENTURE COMPANIES:
BELL COPPER CORPORATION ("BCU")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing a share and asset sale and purchase agreement (the "Agreement") among Bell Copper Corporation (the "Company"), its wholly-owned subsidiary Rogue River Resources Corp. ("Rogue"), its wholly-owned subsidiary Minera Montoro S.A. de C.V. ("Montoro"), Binhai Harbour Group HK Co., Limited ("Binhai") and Mr. Jie Lu ("Lu") (Binhai and Lu collectively are the "Purchasers"). Under the Agreement the Purchasers will: (i) purchase 100% of the issued and outstanding shares of Montoro which holds the La Balsa Project; and (ii) Binhai will purchase from Rogue the SXEW plant owned by Rogue and which is being stored in Arizona.
The proceeds from the sale of Montoro and the SXEW plant, in the aggregate amount of US$8,000,000 (the "sale Price") will be assigned to Macquarie Bank Limited ("Macquarie") which holds security over Rogue, Montoro, the La Balsa Project and the SXEW plant for an amount exceeding the Sale Price ($9,157,332 as reported in the Company's Interim Financial Statements of March 31, 2013). Accordingly neither the Company nor Rogue will retain any net proceeds from the sale. In addition to discharging its security and releasing Rogue from all of its debt, Macquarie will, as part of the transaction, terminate the 2% NSR royalty on the La Balsa Project held by Macquarie and return to the Company for cancellation 19,036,820 common shares of the Company held by Macquarie.
The sale transaction results in the elimination of all debt owed to Macquarie by Rogue with a consequential reduction of debt on the Company's consolidated financial statements ($9,157,332 as reported in the Company's Interim Financial Statements of March 31, 2013).
| Insider / Pro Group Participation: | Nil |
For further information please see the Company's news release dated July 9, 2013 which is available under its profile on SEDAR.
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CANADA CARBON INC. ("CCB")
BULLETIN TYPE: Halt
BULLETIN DATE: July 23, 2013
TSX Venture Tier 1 Company
Effective at 7:18 a.m., PST, July 23, 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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CANADA CARBON INC. ("CCB")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 23, 2013
TSX Venture Tier 1 Company
Effective at 9:15 a.m., PST, July 23, 2013, shares of the Company resumed trading, an announcement having been made.
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CREAM MINERALS LTD. ("CMA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, July 23, 2013, shares of the Company resumed trading, an announcement having been made.
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ELCORA RESOURCES CORP. ("ERA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 23, 2013
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: | 4,910,000 common shares |
| Purchase Price: | $0.05 per common share |
| Warrants: | 4,910,000 warrants to purchase 4,910,000 common shares |
| Warrant Exercise Price: | $0.15 per share during a two-year period |
| Number of Placees: | 12 placees |
The Company has confirmed the closing of the Private Placement pursuant to news release dated July 19, 2013.
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ELCORA RESOURCES CORP. ("ERA")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted the Company's notice for filing in connection with a signed Memorandum of Understanding with the Flying Post First Nation dated June 24, 2013, whereby the Company will be permitted to complete mineral exploration on the traditional territory of Flying Post First Nation(s) pursuant to inherent and treaty rights. In consideration, the Company will issue a total of 50,000 common shares and warrant to purchase 50,000 common shares at an exercise price of $0.20 during a one-year period to the Flying Post First Nation. Also, the Company will pay 2% of all direct costs incurred on the exploration program on the property, to the Flying Post First Nation.
For further information, please refer to the Company's press release dated July 19, 2013.
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GOLDSPIKE EXPLORATION INC. ("GSE")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: July 23, 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: | 6,000,000 |
| Original Expiry Date of Warrants: | August 3, 2013 |
| New Expiry Date of Warrants: | August 3, 2014 |
| Exercise Price of Warrants: | $0.15 |
These warrants were issued pursuant to a private placement of 12,000,000 common shares with 6,000,000 share purchase warrants attached, which was completed on October 6, 2010, prior to listing on the Exchange.
| Private Placement: | |
| # of Warrants: | 5,000,000 |
| Original Expiry Date of Warrants: | August 3, 2013 |
| New Expiry Date of Warrants: | August 3, 2014 |
| Exercise Price of Warrants: | $0.20 |
These warrants were issued pursuant to a private placement of 5,000,000 common shares with 5,000,000 share purchase warrants attached, which was completed on December 15, 2010, prior to listing on the Exchange.
| Private Placement: | |
| # of Warrants: | 8,000,000 |
| Original Expiry Date of Warrants: | August 3, 2013 |
| New Expiry Date of Warrants: | August 3, 2014 |
| Exercise Price of Warrants: | $0.35 |
These warrants were issued pursuant to a the Company's initial public offering of 16,000,000 common shares with 8,000,000 share purchase warrants attached, which was accepted for filing by the Exchange on August 3, 2011.
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GUYANA PRECIOUS METALS INC. ("GPM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to a non arm's length letter agreement (the "Agreement") dated May 24, 2013 between DPG Resources Inc. (the 'Vendor") and the Company. Pursuant to the Agreement, and as approved by shareholders, the Company shall acquire all of the issued and outstanding shares of the Vendor.
As consideration, the Company shall issue one common share and one warrant (each warrant shall be exercisable into one common share at a price of $0.10 for a period of 2 years) for each share of the Vendor to the shareholders of the Vendor.
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Dan Noone | Y | 2,000,000 |
| John Patrick Sheridan | Y | 1,000,000 |
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HILLCREST RESOURCES LTD. ("HRH")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
The TSX Venture Exchange has accepted for filing documentation relating to a loan arrangement between the Company and Ascendant Securities Inc. (the 'Agent') on behalf of a group of clients (the 'Lenders'), pursuant to which the Lenders will provide loans of up $2,000,000 to the Company by subscribing for senior secured debentures at a price of $1,000 per debenture. The first draw of debentures (up to $1,000,000) have a term of two years with interest of 15%. The second draw (up to a further $1,000,000) will mature one year from their date of issuance.
The Exchange has also accepted for filing an agency agreement dated July 18, 2013 between the Company and the Agent, pursuant to which the Agent is to receive agency fees of 6% cash and 6% warrants, payable in proportion to the size of each draw-down, and exercisable at $0.10 for two years. The Agent will also receive an annual monitoring fee of $25,000. In respect of the first tranche draw-down, the Agent has received $60,000 as a cash fee and 1,200,000 warrants.
Furthermore, an overriding royalty interest will be created in favour of the Agent and the Lenders. This will be a combined 8% interest in the proceeds from any new well developed on the Donnor properties using proceeds from the debentures. The Company may repurchase the royalties at a price of up to $300,000 per well.
Please refer to the Company's news release of July 11, 2013 for further details.
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JOSEPHINE MINING CORP. ("JMC")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to the issuance of $2,000,000 non-convertible notes. Each note will be equal to $1.00 in principal, bear a 9% interest rate and will mature in eighteen months. In consideration, the Company will issue a maximum of 8,000,000 bonus warrants. Each bonus warrant is exercisable at a price of $0.10 per share for a period of eighteen months.
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LAS VEGAS FROM HOME.COM ENTERTAINMENT INC. ("LVH")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 4, 2013:
| Number of Shares: | 13,170,000 shares |
| Purchase Price: | $0.05 per share |
| Warrants: | 13,170,000 share purchase warrants to purchase 13,170,000 shares |
| Warrant Exercise Price: | $0.075 for a one year period |
| $0.10 in the second year | |
| Number of Placees: | 26 placees |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Jacob Kalpakian | Y | 1,000,000 |
| 30 Rock Management Inc. (Jacob Kalpakian) | Y | 1,000,000 |
| Maria Arenas | Y | 100,000 |
| Aggregate Pro Group Involvement | P | 950,000 |
| [4 placees] | ||
| Finders' Fees: | PI Financial Corp. - $16,500 cash and 330,000 broker warrants payable. |
| Canaccord Genuity Corp. - $1,000 cash and 20,000 broker warrants payable. | |
| Kingsdale Capital Markets Inc. - $22,575 cash and 645,000 broker warrants payable. | |
| Barbara Cheer - 90,000 common shares payable. | |
| Garett Prins - $9,675 cash payable. | |
| - Each broker warrant is exercisable into one unit at $0.05 for two years from closing. Each unit contains one common share and one share purchase warrant which is exercisable into one common share at $0.075 in the first year and $0.10 in the second year. |
|
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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MARGAUX RESOURCES LTD. ("MRL")
[formerly Carmen Energy Inc. ("CEI")]
BULLETIN TYPE: Name Change
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders February 5, 2013, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on Wednesday, July 24, 2013, the common shares of Margaux Resources Ltd. will commence trading on TSX Venture Exchange, and the common shares of Carmen Energy Inc. will be delisted. The Company is classified as an 'Oil and Gas Exploration and Development' company.
| Capitalization: | Unlimited | shares with no par value of which |
| 52,779,057 | shares are issued and outstanding | |
| Escrow: | 1,779,000 | escrowed shares |
| Transfer Agent: | Valiant Trust Company | ||
| Trading Symbol: | MRL | (new) | |
| CUSIP Number: | 56660Q105 | (new) | ISIN: CA56660Q1054 |
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METALCORP LIMITED ("MTC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 8,415,920 common shares at a deemed value of $0.05 per share to settle outstanding debt for $420,796.
| Number of Creditors: | 5 Creditors |
| Insider / Pro Group Participation: | ||||
| Insider=Y / | Amount | Deemed Price | ||
| Creditor | Progroup=P | Owing | per Share | # of Shares |
| Nordmin Holdings Ltd. | Y | $162,649 | $0.05 | 3,252,980 |
| Pierre Gagné Contracting Ltd. | Y | $78,947 | $0.05 | 1,578,940 |
| Sheldon Executive Svs. Inc. | Y | $53,775 | $0.05 | 1,075,500 |
| Sheldon Huxtable Prof. Corp. | Y | $90,399 | $0.05 | 1,807,980 |
For further details, please refer to the Company's news release dated July 19, 2013.
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MUNDORO CAPITAL INC. ("MUN")
BULLETIN TYPE: Private Placement Non Brokered, Correction
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated July 22, 2013, the Bulletin in part should have read as follows:
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Sheridan Platinum Group (John Patrick Sheridan) | Y | 1,550,000 |
The rest of the bulletin remains unchanged.
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NORTHWEST INTERNATIONAL HEALTHCARE PROPERTIES REIT ("MOB.UN")
BULLETIN TYPE: Notice of Distribution
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
The Issuer has declared the following distribution(s):
| Distribution per Trust Unit: | $0.013334 |
| Payable Date: | August 15, 2013 |
| Record Date: | July 31, 2013 |
| Ex-Distribution Date: | July 29, 2013 |
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PURE MULTI-FAMILY REIT LP ("RUF.U")
BULLETIN TYPE: Notice of Distribution
BULLETIN DATE: July 23, 2013
TSX Venture Tier 1 Company
The Issuer has declared the following distribution(s):
| Distribution per Unit: | US$0.03 |
| Payable Date: | August 15, 2013 |
| Record Date: | July 31, 2013 |
| Ex-Distribution Date: | July 29, 2013 |
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ROCK TECH LITHIUM INC. ("RCK")
BULLETIN TYPE: Halt
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, July 23, 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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VIRGIN METALS INC. ("VGM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 23, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 10, 2013:
| Number of Shares: | 8,063,098 shares |
| Purchase Price: | $0.075 per share |
| Warrants: | 8,063,098 share purchase warrants to purchase 8,063,098 shares |
| Warrant Exercise Price: | $0.10 for a two year period |
| Number of Placees: | 14 placees |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Rick Adams | Y | 453,333 |
| Chris Berlet | Y | 453,333 |
| Darren Koningen | Y | 887,233 |
| Janet O'Donnell | Y | 285,200 |
| Chris Frostad | Y | 400,000 |
| Borys Chabursky | Y | 453,333 |
| Finder's Fee: | $25,000, plus 333,333 finders fee units, each consisting of one share and one warrant (each warrant is exercisable into one share at a price of $0.10 for a period of two years) payable to INTAC (BVI) International Investments Limited |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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NEX COMPANY:
SPHERE RESOURCES INC. ("SPH.H")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 23, 2013
NEX Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 200,000 shares to settle outstanding debt for $10,000.
| Number of Creditors: | 1 Creditor |
The Company shall issue a news release when the shares are issued and the debt extinguished.
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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