VANCOUVER, Sept. 9, 2013 /CNW/ -
TSX VENTURE COMPANIES:
AFRICAN GOLD GROUP, INC. ("AGG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 5, 2013:
| Number of Shares: | 21,428,856 shares |
| Purchase Price: | $0.07 per share |
| Warrants: | 10,714,428 share purchase warrants to purchase 10,714,428 shares |
| Warrant Exercise Price: | $0.12 for a two year period |
| Number of Placees: | 22 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | ||||
| Name | ProGroup=P | # of Shares | ||
| Pinetree Resources Partnership | Y | 2,000,000 | ||
| (Pinetree Capital Ltd.) | ||||
| (Sheldon Inwentash) | ||||
| Michael Nikiforuk | Y | 300,000 | ||
| Marco Durante | Y | 635,000 |
| Finder's Fee: | An aggregate of $39,212 in cash and 1,717,446 finders' warrants payable to Origin Merchant Partners, HNW Investments Inc., Insight Capital Partners PTY Ltd., TD Waterhouse, PI Financial Corp. and Macquarie Private Wealth Inc. Each finder's warrant entitles the holder to acquire one unit at $0.07 for a two year period. |
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.
For further details, please refer to the Company's news release dated September 5, 2013.
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AURORA SPINE CORPORATION ("ASG")
BULLETIN TYPE: New Listing-IPO-Shares
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
The Company's Initial Public Offering ("IPO") Prospectus dated August 27, 2013, has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Securities Commissions in Ontario and Alberta on August 27, 2013, pursuant to the provisions of the respective Securities Acts.
The gross proceeds received by the Company for the Offering were US$3,605,000 (5,150,000 common shares at US$0.70 per common share). The Company is classified as a "Research and Development in the Physical, Engineering and Life Sciences" company (NAICS number 54171).
| Commence Date: | The common shares will commence trading on TSX Venture Exchange at the opening on Tuesday, September 10, 2013. |
| Corporate Jurisdiction: | Ontario |
| Capitalization: | Unlimited common shares with no par value of which 12,422,059 common shares are issued and outstanding |
| Escrowed Shares: | 3,894,589 common shares |
| Transfer Agent: | Equity Financial Trust Company (Toronto) |
| Trading Symbol: | ASG |
| CUSIP Number: | 05206X108 |
| Agent: | M. Partners Inc. |
For further information, please refer to the Company's Prospectus dated August 27, 2013.
| Company Contact: | Ken Gross, CFO |
| Company Address: | 1920 Palomar Point Way, Carlsbad, California, 92008, USA |
| Company Phone Number: | 760-424-2004 |
| Company Email Address: | [email protected] |
| Company Web Address: | www.auroraspine.us |
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BCGOLD CORP. ("BCG")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation of an Amending Agreement dated August 25, 2013 between BCGold Corp. (the "Company") and Guardsmen Resources Inc. (the "Optionor"). The Agreement amends the previous Option Agreement dated September 30, 2010 respecting the Company's option to earn interest in the Optionor's Gold Hill Property (the "Property").
In consideration for 100,000 share purchase warrants, with each such warrant entitling the holder to acquire one common share of the Company at a price of $0.055 cents per share for a term of four years and a cash payment of $1,250 to the Optionor upon issuance of the warrants, the Gold Hill agreement has been amended as follows: the Company's obligations to make a $25,000 property payment and incur $133,333 in eligible exploration expenditures by September 15, 2013, to earn a 75% interest in the Property have been extended by one year to September 15, 2014.
For further information please refer to the Company's news release dated August 27, 2013.
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BLF REAL ESTATE INVESTMENT TRUST ("BLF.UN")
BULLETIN TYPE: Halt
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
Effective at 8:32 a.m., PST, September 9, 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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BLF REAL ESTATE INVESTMENT TRUST ("BLF.UN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
Effective at 9:15 a.m., PST, September 9, 2013, shares of the Company resumed trading, an announcement having been made.
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CLEARFORD INDUSTRIES INC. ("CLI")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
Further to TSX Venture Exchange (the "Exchange") bulletins dated March 16, 2012, November 9, 2012, January 8, 2013, March 1, 2013, April 16, 2013, May 8, 2013, July 4, 2013, July 15, 2013 and August 6, 2013, the Exchange has accepted for filing the Company's proposed documentation pertaining to a further increase in the revolving credit facility (the "Loan") between Clearford Industries Inc. (the "Company") and Mundaun Financial Design AG (the "Lender"). The Lender will provide an increase in the principle of the Loan of $400,000 from $9,160,000 to $9,560,000. The Loan bears interest at a rate of 11% per annum and has a term of twenty years.
Additionally, the Exchange has accepted for filing a bonus of 1,028,571 warrants to be issued to the Lender in connection with the increase in the Loan. Each warrant is exercisable into one common share at $0.20 per share for a three year period. The Company will also pay a finder's fee of 10% for the amounts of the loan advanced to Canadian Water Projects Inc.
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DESERT STAR RESOURCES LTD. ("DSR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing three Option Purchase Agreements each dated September 3, 2013 between the Company and Eurasian Minerals Inc., through its wholly-owned subsidiary, Bronco Creek Exploration Inc., whereby the Company has the option to earn 100% interests in each of the Red Top, Copper King and Copper Springs Projects located in Arizona, USA. Total consideration consists of $90,000, the issuance of 1,050,000 shares, advance minimum royalty payments of the value of 900,000 pounds of copper in the first six years and US$12,000,000 in exploration expenditures in the first six years. The Property is subject to a 2.5% NSR of which the Company my re-purchase one-fifth of the NSR by the twelfth anniversary for $2,500,000.
For further details see the Company's news release dated September 4, 2013.
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EQUITORIAL EXPLORATION CORP. ("EXX")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing an Assignment Agreement dated August 23, 2013 between the Company and Phoenix Gold S.A.S., whereby the Company is to purchase a newly built, 30 tonne per hour, modular, small scale alluvial gold recovery plant (the "Plant") from Sepro Mineral Systems Corp. (the "Manufacturer") located in Langley, British Columbia. The Plant has been specifically designed for the recovery of fine alluvial gold and other heavy minerals from alluvial clay, gravel, laterite and saprolite. Total consideration consists of US$25,000 and 350,000 common shares payable to Phoenix Gold S.A.S. and CAD$75,000 payable to the Manufacturer.
Finder's Fee: 100,000 common shares payable to Canaccord Genuity Corp.
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FOLKSTONE CAPITAL CORP. ("FKS.P")
[formerly: Folkstone Capital Corp. ("FKS.P"),
Sophia Capital Corp. ("SCQ.P")]
BULLETIN TYPE: Amalgamation
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Companies
By Certificate of Amalgamation, Folkstone Capital Corp. and Sophia Capital Corp., each a TSX Venture listed Capital Pool Company, have amalgamated pursuant to Exchange Policy 2.4, and will continue as one corporation, Folkstone Capital Corp. (the "Amalgamated Company") on the following basis:
- The holders of 4,150,000 common shares of Folkstone Capital Corp. will be entitled to receive one common share of the Amalgamated Company for each one share held.
- The holders of 1,575,000 common shares of Sophia Capital Corp. will be entitled to receive 1.09 common shares of the Amalgamated Company for each one share held.
Effective at the opening, Tuesday, September 10, 2013, the common shares of the Amalgamated Company, Folkstone Capital Corp. will continue trading on TSX Venture Exchange and the common shares of Sophia Capital Corp. will be delisted. The Amalgamated Company is classified as a 'Capital Pool Company' company.
| Post - Amalgamation | ||
| Capitalization: | Unlimited common shares with no par value of which | |
| 5,866,749 common shares are issued and outstanding | ||
| Escrowed: | 2,544,999 common shares | |
| Transfer Agent: | Olympia Trust Company | |
| Trading Symbol: | FKS.P | (UNCHANGED) |
| CUSIP Number: | 344310 10 7 | (UNCHANGED) |
For further details please refer to the Joint Management Information Circular dated July 28, 2013.
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FORUM URANIUM CORP. ("FDC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 21, 2013 and August 27, 2013:
| Number of Shares: | 7,008,702 shares |
| Purchase Price: | $0.37 per share |
| Warrants: | 7,008,702 share purchase warrants to purchase 7,008,702 shares |
| Warrant Exercise Price: | $0.50 for a two year period |
| Number of Placees: | 79 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | |||||
| Name | ProGroup=P | # of Shares | |||
| Richard Mazur | Y | 100,000 | |||
| Carter Capital Ltd. (Anthony Balme) | Y | 26,000 | |||
| AMC Ltd. (Anthony Balme) | Y | 55,000 | |||
| Anthony Balme | Y | 22,000 | |||
| Aggregate Pro Group Involvement | P | 1,440,134 | |||
| [9 placees] | |||||
| Finder's Fee: | $12,950 and 35,000 Finder's Warrants payable to National Bank Financial |
| $5,180 and 14,000 Finder's Warrants payable to MGI Securities Inc. | |
| $7,252 payable to CIBC World Markets | |
| $17,482.50 payable to Grandin Financial Consulting Ltd. | |
| $7,770 and 21,000 Finder's Warrants payable to Leede Financial Markets Inc. | |
| $9,065 and 24,500 Finder's Warrants payable to Haywood Securities Inc. | |
| $15,540 and 42,000 Finder's Warrants payable to Primary Capital Inc. | |
| $37,314.18 and 100,849 Finder's Warrants payable to Canaccord Genuity Corp. | |
| $19,813.50 and 53,550 Finder's Warrants payable to Raymond James Ltd. | |
| $2,978.50 and 8,050 Finder's Warrants payable to Wolverton Securities Ltd. | |
| $7,770 and 21,000 Finder's Warrants payable to Global Securities Corporation | |
| $5,180 and 14,000 Finder's Warrants payable to PI Financial Corp. | |
| Each Finder's Warrant is exercisable at a price of $0.37 for a two 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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INFRASTRUCTURE MATERIALS CORP. ("IFM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 9, 2013:
| Number of Shares: | 33,333,333 common shares |
| Purchase Price: | $0.015 per share |
| Number of Placees: | 6 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | ||||
| Name | ProGroup=P | # of Shares | ||
| Mont Strategies Inc. (Todd Montgomery) | Y | 11,333,333 | ||
| Brent Walter | Y | 2,000,000 |
No Finder's Fee
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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JDV CAPITAL CORP. ("JAI.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated August 7, 2013, effective at the open, Tuesday, September 10, 2013, 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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LEGEND GOLD CORP. ("LGN")
[formerly Legend Gold Corp. ("LGN")]
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Consolidation, Resume Trading
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange has accepted for filing the documentation relating to the following arm's-length acquisitions:
- The acquisition of all the issued and outstanding securities of Corado Resources Corp., which owns 100% of African Holding (BVI), 100% of Sanu Resources (BVI), 100% of Seka (BVI) and 100% of Sanu Resources (Congo), in consideration of the issuance of 6,757,797 post-consolidated shares of the Company and the issuance of 1,857,796 replacement warrants of the company of which 1,517,796 warrants have an exercise price of $0.50 per post-consolidated shares until April 4, 2014 and 340,000 warrants have an exercise price of $0.56 per post-consolidated shares until April 5, 2018); and
- The acquisition of all issued and outstanding securities of Etruscan Resources Cayman Mali Ltd., Etruscan Mali SARL and Etruscan Mali SARL (the "Etruscan Companies"), in consideration of a cash payment of $750,000 and the issuance of 10,000,000 post-consolidated shares of the company, of which 5,000,000 shares have been issued at the closing of the acquisition and 5,000,000 shares are reserved for issuance until completion of the registration process of the Diba Permits, as confirmed by a favorable title opinion.
Corado Resources Corp. owns the Kingouala and Reneville exploration permits located in the Republic of Congo.
Etruscan Companies own 10 exploration permits, including the Diba Permit and the Badiazila Permit, and one permit application in exploration-stage properties located in Mali.
Please refer to the Company's press releases dated May 15, 2013 and September 5, 2013.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement, announced on May 15, 2013, June 27, 2013, July 11, 2013 and September 5, 2013.
| Number of Shares: | 20,993,733 post-consolidated common shares |
| Purchase Price: | $0.30 per post-consolidated common share |
| Number of Placees: | 226 placees |
| Warrants: | 20,993,733 warrants to purchase 20,993,733 post-consolidated common shares |
| Warrant Exercise Price: | $0.55 for a period of 5 years |
| Insider / Pro Group Participation: |
| Name | Insider=Y / Pro Group=P |
# of Shares |
| 7264496 Canada Inc. (Douglas Perkins) | Y | 80,000 |
| Scott & Ellen Hand Gianni Kovacevic Aggregate Pro-Group Involvement (2 Placees) |
Y Y P |
166,667 200,000 270,000 |
| Finder's Fee: | 1,052,450 Units payable to Sprott Global Resource Investments, Ltd. Each Unit consists of one common share and one common share purchase warrant, exercisable into one post-consolidated common share at $0.55 for a 5 year period. |
The Company has confirmed the completion of the Private Placement.
Consolidation:
Pursuant to a special resolution passed by shareholders on June 20, 2013, the Company has consolidated its capital on a six (6) old shares for one (1) new share basis. The name of the Company has not been changed.
Effective at the opening of business on Tuesday, September 10, 2013 the common shares of "Legend Gold Corp" will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a "Gold Ore Mining" Issuer (NAICS Number: 212221).
| Post-Consolidation | ||
| Capitalization: | Unlimited number of common shares with no par value of which | |
| 52,209,201 common shares are issued and outstanding. | ||
| Escrow: | N/A shares | |
| Transfer Agent: | Equity Transfer & Trust Company (Toronto) | |
| Trading Symbol: | LGN | (UNCHANGED) |
| CUSIP Number: | 52471L203 | (new) |
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated May 15, 2013, trading in the securities of the Company will resume (on a post-consolidation basis) at the opening on Tuesday, September 10, 2013.
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NORTHERN GOLD MINING INC. ("NGM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to an Asset Purchase Agreement (the "Agreement") dated May 28, 2013 between Lac Properties Inc. (the "Vendor") and Northern Gold Mining Inc. (the "Company"). Pursuant to the Agreement, the Company will acquire interest in twenty patented mining claims located in Garrison Township, Larder Lake Mining District, Ontario.
In consideration the Company shall pay an aggregate of $750,000 plus 4,011,311 common shares at a deemed price of $0.062.
For more information, refer to the Company's news release dated June 10, 2013.
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RUSSELL BREWERIES INC. ("RB")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 400,000 bonus shares to Xujun Zhou and Xiao Qing Chen in consideration of a $100,000 loan which has a one year term and bears interest at a rate of 9.0% per annum calculated and compounded semi-annually.
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SOLUTIONS4CO2 INC. ("SFC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 6, 2013:
| Number of Shares: | 2,108,578 shares |
| Purchase Price: | $0.15 per share |
| Warrants: | 1,054,289 share purchase warrants to purchase 1,054,289 shares |
| Warrant Exercise Price: | $0.20 for a three year period |
| Number of Placees: | 9 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | ||||
| Name | ProGroup=P | # of Shares | ||
| Samuel Kanes | Y | 358,980 |
Finder's Fee: 53,333 finders' shares were issued to Richard Belknap.
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.
For further details, please refer to the Company's news release dated September 6, 2013.
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TRIO GOLD CORP. ("TGK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 20, 2013 and closed on September 6, 2013:
| Number of Securities: | 10,500,000 units ("Units") |
| Each Unit consists of two common shares and one common share purchase warrant | |
| Purchase Price: | $0.02 per Unit |
| Warrants: | 10,500,000 share purchase warrants to purchase 10,500,000 shares |
| Warrant Exercise Price: | $0.05 for the first 12 months from issuance |
| $0.10 for the next and final 12 months from issuance | |
| Number of Placees: | 15 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | ||||
| Name | ProGroup=P / | # of Units | ||
| Torrie Chartier | Y | 500,000 | ||
| Dan Tataryn | Y | 500,000 | ||
| Finder's Fee: | $6,000 cash payable to Devan Rajah | |||
| $6,000 cash payable to Shawn Thorton |
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YALETOWN CAPITAL CORP. ("YCC.H")
[formerly Yaletown Capital Corp. ("YCC")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company. Therefore, effective on Tuesday, September 10, 2013, the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Vancouver to NEX.
As of September 10, 2013, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
The trading symbol for the Company will change from YCC to YCC.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
Further to the TSX Venture Exchange Bulletin dated November 1, 2012, trading in the Company's securities will remain suspended.
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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YANGAROO INC. ("YOO")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: September 9, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced July 3, 2013:
| Number of Shares: | 6,400,000 common shares |
| Purchase Price: | $0.25 per share |
| Warrants: | 6,400,000 purchase warrants attached to purchase 6,400,000 shares |
| Warrant Exercise Price: | $0.25 for the first year |
| $0.35 for the second and third year | |
| Number of Placees: | 22 placees |
| Insider / Pro Group Participation: |
| Insider=Y / | ||||
| Name | ProGroup=P | # of Shares | ||
| Cliff Hunt | Y | 120,000 | ||
| Howard Atkinson | Y | 260,000 | ||
| Gerald Quinn | Y | 60,000 | ||
| Anthony Miller | Y | 320,000 | ||
| Sander Shalinsky | Y | 60,000 |
Agent's Fee: an aggregate of $25,000 plus 512,000 broker's warrants (each exercisable into one common share at a price of $0.25 for a three year period) is payable to Fraser Mackenzie 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:
KINETEX RESOURCES CORPORATION ("KTX.H")
BULLETIN TYPE: Delist-Failure to Maintain Exchange Requirements
BULLETIN DATE: September 9, 2013
NEX Company
Effective at the close of business, Tuesday, September 10, 2013, the common shares will be delisted from TSX Venture Exchange for failing to maintain Exchange Requirements.
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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