VANCOUVER, Dec. 5, 2013 /CNW/ -
TSX VENTURE COMPANIES:
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: December 4, 2013
TSX Venture Companies
A Cease Trade Order has been issued by the Alberta Securities Commission on December 4, 2013 against the following companies for failing to file the documents indicated within the required time period:
Symbol |
Tier |
Company |
Failure to File |
Period Ending (Y/M/D) |
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AGR |
2 |
AgriTec Systems, Inc. |
Annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended |
13/07/31 |
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REE |
2 |
Reef Resources Ltd. |
Annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended |
13/07/31 |
||||||||||||
BRX |
2 |
Brixton Energy Corp. |
Annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended |
13/07/31 |
Upon revocation of the Cease Trade Order, the Companies' shares will remain suspended until the Companies meet TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the Companies during the period of the suspension or until further notice.
________________________________________
ALEXANDER ENERGY LTD. ("ALX")
BULLETIN TYPE: Halt
BULLETIN DATE: December 5, 2013
TSX Venture Tier 1 Company
Effective at 5:00 a.m., PST, December 5, 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.
________________________________________
ANGLO SWISS RESOURCES INC. ("ASW")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 5, 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: Original Expiry Date of Warrants: New Expiry Date of Warrants: Exercise Price of Warrants: |
15,425,000 December 16, 2013 and December 29, 2013 December 16, 2014 $0.10 |
These warrants were issued pursuant to a private placement of 10,250,000 flow-through shares and 10,300,000 non flow-through shares with 15,425,000 share purchase warrants attached, which was accepted for filing by the Exchange effective January 19, 2012.
________________________________________
ARENA MINERALS INC. ("AN")
[formerly Antofagasta Gold Inc. ("AN")]
BULLETIN TYPE: Name Change
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders November 21, 2013, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening, Friday, December 6, 2013, the common shares of Arena Minerals Inc. will commence trading on TSX Venture Exchange, and the common shares of Antofagasta Gold Inc. will be delisted. The Company is classified as a 'Mineral Exploration / Development' company.
Capitalization: Escrow: |
Unlimited 47,777,386 Nil |
shares with no par value of which shares are issued and outstanding shares |
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Transfer Agent: | Equity Financial Trust Company | |||||||||
Trading Symbol: CUSIP Number: |
AN 040045106 |
(UNCHANGED) (new) |
________________________________________
AVEDA TRANSPORTATION AND ENERGY SERVICES INC. ("AVE")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 1 Company
Effective at 5:30 a.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
BANDERA GOLD LTD. ("BGL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 20, 2013:
Number of Shares: | 5,100,000 shares | |||||
Purchase Price: | $0.05 per share | |||||
Warrants: | 2,550,000 share purchase warrants to purchase 2,550,000 shares | |||||
Warrant Exercise Price: | $0.05 for a two year period. The warrants are subject to an accelerated exercise provision in the event the Company's shares trade at or above $0.08 per share for 5 consecutive trading days. | |||||
Number of Placees: | 2 placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
EVERFRONT VENTURES CORP. ("EVC.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 2, 2013, effective at 5:08 a.m., December 5, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding a Qualifying Transaction pursuant to TSXV Listings Policy 2.4. 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.
________________________________________
FAIRMONT RESOURCES INC. ("FMR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 19, 2013:
Number of Shares: | 5,290,000 shares | |||||||||||
Purchase Price: | $0.05 per share | |||||||||||
Number of Placees: | 10 placees | |||||||||||
Insider / Pro Group Participation: | ||||||||||||
Name |
Insider=Y / ProGroup=P |
# of Shares |
||||||||||
Fladgate Exploration Consulting Corp. (Neil Pettigrew, Michael Thompson, Caitlin Jeffs) Greg Ball |
Y Y |
1,480,000 160,000 |
||||||||||
Finder's Fee: | 295,000 shares payable to Spectra Capital Group Inc. |
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.
________________________________________
IMMUNOVACCINE INC. ("IMV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 5, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on November 15, 2013:
Number of Shares: | 10,511,209 common shares | |||||||||
Purchase Price: | $0.40 per common share | |||||||||
Number of Placees: | 33 placees | |||||||||
Insider / Pro Group Participation: | ||||||||||
Name |
Insider = Y / Pro Group = P |
Number of Shares |
||||||||
Albert Scardino | Y | 1,250,000 | ||||||||
Finders: | Simon John Frank Bishop, B & D Capital Partners, Mackie Research Capital, Woodstone Capital Inc., Canaccord Genuity Corp., 3097359 NS Ltd. |
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Finders' Fees: | An aggregate of $82,562 in cash, 167,218 common shares and non-transferable compensation options to purchase 63,000 common shares at a price of $0.40 per share until May 21, 2015. |
The Company has confirmed the closing of the above-mentioned Private Placement through a press release dated November 21, 2013.
____________________________________
KANE BIOTECH INC. ("KNE")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 5, 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: Original Expiry Date of Warrants: New Expiry Date of Warrants: Exercise Price of Warrants: |
18,035,000 December 14, 2013 January 31, 2014 $0.15 |
These warrants were issued pursuant to a private placement of 18,035,000 units with 18,035,000 share purchase warrants attached, which was accepted for filing by the Exchange on December 27, 2012.
________________________________________
KAIZEN DISCOVERY INC. ("KZD")
[formerly Concordia Resource Corp. ("CCN")]
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Plan of Arrangement, Reverse Takeover-Completed, Name Change and Consolidation, Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 1 Company
Property-Asset or Share Purchase Agreement:
The TSX Venture Exchange Inc. (the "Exchange") has accepted for filing a termination and release agreement dated October 1, 2013 among Concordia Resource Corp. ("Concordia"), Swala Resources Inc. ("Swala"), a subsidiary of Concordia, and Bugeco S.A. ("Bugeco") pursuant to which Bugeco has agreed to terminate a previously executed memorandum of understanding (the "MOU") between Swala, Bugeco and Concordia (the "Transaction"). Termination of the MOU will increase Concordia's interest in the Kabongo Project to 30% and in the Ebende Project to 20%, both projects located in the Democratic Republic of Congo. As consideration for the termination of the MOU by Bugeco, Concordia has agreed to pay $750,000 and issue 1,666,667 common shares of Concordia (following the consolidation of the share capital of Concordia on a five (5) old for one (1) new basis - see below under "Name Change and Consolidation").
Plan of Arrangement:
The Exchange has approved Concordia's Plan of Arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). The Plan of Arrangement was approved by a special resolution passed by the shareholders of Concordia at a meeting held on November 29, 2013 and was approved by the Supreme Court of British Columbia on December 3, 2013.
Under the Plan of Arrangement, which is fully described in Concordia's Management Information Circular dated October 16, 2013, Concordia's interests in the La Providencia and Cerro Amarillo projects, both located in Argentina, and approximately $4,740,000 were transferred to Meryllion Resources Corporation ("Meryllion"), a new company incorporated for the purpose of facilitating the Plan of Arrangement, in exchange for the issuance of 17,125,510 common shares of Meryllion which were distributed to registered shareholders of Concordia pursuant to a Letter of Transmittal.
Reverse Takeover Completed:
The Exchange has accepted for filing Concordia's Reverse Takeover (the "RTO") and related transactions, all as described in its management information circular dated October 16, 2013 (the "Information Circular"). The RTO includes the following matters, all of which have been accepted by the Exchange.
On October 1, 2013 Concordia entered into an asset purchase agreement with HPX TechCo Inc. ("HPX TechCo") under which the Company will acquire:
(a) | cash in the amount of $5,000,000 and an additional $5,000,000 line of credit; | |
(b) | access to HPX TechCo's proprietary geophysical technology focussed on the rapid and accurate identification and assessment of buried base metals deposits (the "Technology") under a services agreement; | |
(c) | an 80% interest in the Ebende Project located in the Democratic Republic of Congo; and | |
(d) | an option to acquire up to a 95% interest in the Fairholme Project, located in Australia. |
(together, the "HPX TechCo Assets")
As consideration for the HPX TechCo Assets, Concordia issued 106,489,003 post-consolidation common shares to HPX TechCo.
Following the closing of the RTO, the resulting issuer will initially focus its efforts on the Ebende Project and will seek to leverage the Technology to advance its portfolio of mineral prospects, including the Ebende Project and the Fairholme Project.
The Exchange has been advised that Concordia's acquisition of the HPX TechCo Assets and the related transactions have received shareholder approval and have been completed. For additional information refer to the Management Information Circular of Concordia dated October 16, 2013 which is available under Concordia's profile on SEDAR.
Name Change and Consolidation, Resume Trading:
In connection with the transactions, Concordia changed its name from Concordia Resource Corp. to Kaizen Discovery Inc. Pursuant to a special resolution passed by shareholders on November 29, 2013, Concordia has consolidated its capital on a five (5) old for one (1) new basis.
Effective at the opening on Friday, December 6, 2013, the common shares of Kaizen Discovery Inc. will resume trading on the TSX Venture Exchange under the trading symbol KZD and the common shares of Concordia Resource Corp. will be delisted. Kaizen Discovery Inc. is classified as a 'Mineral Exploration' company.
Capitalization: Escrow: |
Unlimited 125,281,177 109,520,540 |
shares with no par value of which post-consolidation shares are issued and outstanding post-consolidation shares are subject to a 36 month staged escrow release under a Surplus Security Escrow Agreement |
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Transfer Agent: | Computershare Investor Services Inc. | |||||||||
Trading Symbol: CUSIP Number: |
KZD 48311A 10 0 |
(new) (new) |
________________________________________
MASON GRAPHITE INC. ("LLG")
BULLETIN TYPE: Halt
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at 5:16 a.m., PST, December 5, 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.
________________________________________
MASON GRAPHITE INC. ("LLG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at 9:15 a.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
MAZORRO RESOURCES INC. ("MZO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation of an Acquisition Agreement dated November 26, 2013 to acquire a 100% interest in 81 mining claims located in the area of Monster Lake, in the province of Quebec.
In consideration, the Company will pay an aggregate of $50,000, of which $25,000 is payable imminently and the balance upon the delivery of a NI 43-101 Technical Report regarding the claims. The issuer will issue an aggregate of 4,000,000 common shares to the Vendors, 1,500,000 of which to be issued imminently, a further 1,500,000 upon the delivery of the above-noted NI 43-101 report, and the final 1,000,000 at a date that is 12 months for the date of signing. In addition, the Company will issue 1,000,000 warrants to purchase 1,000,000 common shares at a deemed price of $0.10 per share over a period of 2 years from the closing.
A 2% net smelter royalty ("NSR") will be retained by the Vendors, of which one-half (1%) may be repurchased by the Company for a sum of $250,000.
For further information, please refer to the Company's press release dated November 27, 2013.
MAZORRO RESOURCES INC. (« MZO »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actif ou d'actions
DATE DU BULLETIN : Le 5 décembre 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents d'une entente datée du 26 novembre 2013 visant l'acquisition d'un intérêt de 100 % dans 81 claims miniers situés dans la région de « Monster Lake » dans la province de Québec.
En contrepartie, la société paiera 50 000 $ en espèces, dont 25 000 $ sera payable prochainement et le solde suite à la livraison d'un rapport technique concernant les claims (tel que préparé en vertu du règlement « 43-101 »). De plus, la société émettra un total de 4 000 000 d'actions ordinaires aux vendeurs, dont 1 500 000 seront émises prochainement, 1 500 000 actions additionnelles seront émises lors de la livraison du rapport « 43-101 » (tel que précité), et le solde sera émis au premier anniversaire de la signature de l'entente. De plus, la société émettra 1 000 000 de bons de souscription permettant d'acquérir 1 000 000 d'actions ordinaires au prix de 0,10 $ l'action pendant une période de deux ans suivant de la clôture.
Les vendeurs conserveront une royauté « NSR » de 2 % dont la moitié (1 %) est rachetable par la société pour une somme de 250 000 $.
Pour plus d'information, veuillez vous référer au communiqué de presse émis par la société le 27 novembre 2013.
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MEGA PRECIOUS METALS INC. ("MGP")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 1 Company
Effective at 6:30 a.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
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MBMI RESOURCES INC. ("MBR.H")
[formerly MBMI Resources Inc. ("MBR")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: December 5, 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 at the opening on Friday, December 6, 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 December 6, 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 MBR to MBR.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 Exchange Bulletin dated June 7, 2013, trading in the shares of the Company will remain suspended.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
_______________________________________
MERYLLION RESOURCES CORPORATION ("MYR")
BULLETIN TYPE: New Listing - Shares
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at the opening, Friday, December 6, 2013, the common shares of Meryllion Resources Corporation (the "Company") will commence trading on the TSX Venture Exchange Inc. The Company is classified as a 'Mineral Exploration' company.
Corporate Jurisdiction: | British Columbia | |||||||||
Capitalization: Escrowed Shares: |
Unlimited 17,125,510 Nil |
common shares with no par value of which common shares are issued and outstanding common shares |
||||||||
Transfer Agent: Trading Symbol: CUSIP Number: |
Computershare Investor Services Inc. MYR 59047T 10 7 |
For further information, please refer to the Company's Listing Application dated December 2, 2013 which is available under the Company's profile on SEDAR and the Management Information Circular of Concordia Resources Corp. (now Kaizen Discovery Inc.) dated October 16, 2013 which is available under Kaizen Discovery Inc.'s profile on SEDAR.
Company Contact: Company Address: Company Phone Number: Company Fax Number: Company Email Address: |
Terry Krepiakevich Suite 1100 - 355 Burrard Street Vancouver, BC V6C 2G8 604-221-7982 604-221-7996 [email protected] |
________________________________________
NQ EXPLORATION INC. ("NQE")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 749,750 common shares at a deemed price of $0.05 per share and 749,750 warrants, each warrant entitling the holder to purchase one additional common share at $0.05 for a period of 5 years, in order to settle an outstanding debt of $37,487.50, as announced on December 2, 2013.
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 5 décembre 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 749 750 actions ordinaires au prix réputé de 0,05 $ l'action ainsi que de 749 750 bons de souscription, chacun permettant l'achat d'une action ordinaire additionnelle à 0,05 $ pendant une période de 5 ans, en règlement d'une dette de 37 487,50 $, tel qu'annoncé le 2 décembre 2013.
Nombre de créanciers : | 1 créancier |
La société émettra un communiqué de presse lorsque les actions seront émises et que la dette sera réglée.
_______________________________________
PLATE RESOURCES INC. ("PLR")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to an amendment agreement dated November 14, 2013 between the Company and Rich River Explorations Ltd. whereby the parties have agreed to extend the due dates of certain cash payments, issuances of shares and exploration expenses relating to the Lucky Mike property in consideration of the Company issuing 50,000 common shares to Rich River Explorations Ltd.
________________________________________
PRO-OR INC. (RESSOURCES MINIERES) ("POI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at 7:15 a.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
RAINMAKER MINING CORP. ("RMG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 31, 2013 and November 14, 2013:
Number of Shares: | 6,500,000 shares | |||||||||
Purchase Price: | $0.05 per share | |||||||||
Warrants: | 3,250,000 share purchase warrants to purchase 3,250,000 shares | |||||||||
Warrant Exercise Price: | $0.12 for a two year period | |||||||||
Number of Placees: | 21 placees | |||||||||
Insider / Pro Group Participation: | ||||||||||
Name |
Insider=Y / ProGroup=P |
# of Shares |
||||||||
Christopher Healey Aggregate Pro Group Involvement [3 placees] |
Y |
50,000 300,000 |
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Finder's Fee: |
$21,240 payable to Calico Management Corp. $400 payable to Haywood Securities Inc. $800 payable to PI Financial Corp. $2,400 payable to Vadim Degen |
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.
________________________________________
TOLIMA GOLD INC. ("TOM")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 5, 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: Original Expiry Date of Warrants: New Expiry Date of Warrants: Exercise Price of Warrants: |
18,749,999 December 9, 2013 March 22, 2016 $0.60 |
These warrants were issued when the company was listed on NEX pursuant to a private placement of 37,500,000 shares with 18,749,999 share purchase warrants attached.
________________________________________
TOLIMA GOLD INC. ("TOM")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 5, 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: Original Expiry Date of Warrants: New Expiry Date of Warrants: Exercise Price of Warrants: |
19,250,000 December 8, 2013 December 5, 2016 $0.85 |
These warrants were issued pursuant to a private placement of 38,500,000 shares with 19,250,000 share purchase warrants attached, which was accepted for filing by the Exchange on December 9, 2011.
________________________________________
TOLIMA GOLD INC. ("TOM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at 12:45 p.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
VENDOME RESOURCES CORP. ("VDR")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 5, 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: Original Expiry Date of Warrants: New Expiry Date of Warrants: Exercise Price of Warrants: |
5,165,166 December 6, 2013 June 6, 2015 $0.30 |
These warrants were issued pursuant to a private placement of 5,165,166 shares with 5,165,166 share purchase warrants attached, which was accepted for filing by the Exchange on June 1, 2011.
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XIMEN MINING CORP. ("XIM")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 4, 2013, effective at 6:37 a.m., December 5, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding a Fundamental Acquisition pursuant to TSXV Listings Policy 5.3. 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.
________________________________________
ZODIAC EXPLORATION INC. ("ZEX")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 5, 2013
TSX Venture Tier 2 Company
Effective at 6:00 a.m., PST, December 5, 2013, shares of the Company resumed trading, an announcement having been made.
________________________________________
NEX COMPANY:
SIMAVITA LIMITED ("SV")
[formerly Gtech International Resources Limited ("GCH.H")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered, Tier Reclassification, Name Change and Consolidation
BULLETIN DATE: December 5, 2013
NEX Company
TSX Venture Exchange (the 'Exchange') has accepted for filing Gtech International Resources Limited (the 'Company' - now Simavita Limited). The Reverse Takeover (the 'RTO') and related transactions, all as principally described in its information circular dated October 22, 2013 (the 'Information Circular'). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Merger Agreement:
Pursuant to a Scheme Merger Agreement (the 'Agreement') that was executed between the Company and Simavita Holdings Limited ('Simavita Holdings'), a private Australian company, on July 29, 2013, the Company issued 56,053,778 common shares (post-consolidation) to Simavita Holdings shareholders and the Company acquired 100% of the issued capital of Simavita Holdings (the'Merge'). The Merger was implemented by way of a scheme of arrangement regulated by the Australian Corporations Act.
The Exchange has been advised that the Company's Merger and the related transactions have received approval from shareholders and have been completed. For additional information please refer to the Information Circular available under the Company's profile on SEDAR.
2. Private Placement-Brokered:
Prior to the completion of the RTO, Simavita Holdings completed a brokered financing under a registered prospectus (Australia) for gross proceeds of AUD$13,899,963, by issuing 33,902,349 common shares at a price of AUD$0.41 per share.
3. Tier Reclassification
Effective at the Opening on Friday, December 6, 2013, the Company's Tier classification will change from NEX to Tier 2 Classification and the Filing and Service Office will change from NEX to Vancouver Office.
4. Name Change and Consolidation:
Prior to the completion of the Merger, pursuant to a resolution passed by shareholders on November 20, 2013, the Company has consolidated its capital on a 3 old for 1 new basis. The name of the Company has also been changed as detailed below.
Effective at the opening on Friday, December 6, 2013, the common shares of Simavita Limited will commence trading on TSX Venture Exchange, and the common shares of Gtech International Resources Limited will be delisted. The Company is classified as a Tier 2 'Technology' company.
Post - Consolidation Capitalization: Escrow: |
Unlimited 57,776,494 25,025,733 |
shares with no par value of which shares are issued and outstanding share subject to Value Escrow Agreement |
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Transfer Agent: | Computershare Investor Services Inc. | |||||||||
Trading Symbol: CUSIP Number: |
SV 82857U105 |
(new) (new) |
________________________________________
SOURCE: TSX Venture Exchange
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