VANCOUVER, Jan. 2, 2014 /CNW/ -
TSX VENTURE COMPANIES:
BLUEDROP PERFORMANCE LEARNING INC. ("BPL")
BULLETIN TYPE: Plan of Arrangement, Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: January 2, 2014
TSX Venture Tier 1 Company
Plan of Arrangement:
TSX Venture Exchange Inc. (the 'Exchange') has accepted for filing documentation in connection with an arrangement agreement dated November 10, 2013, as amended December 16, 2013 (the 'Arrangement Agreement') between Bluedrop Performance Learning Inc. ('Bluedrop'), 8682259 Canada Inc. and Atlantis Systems Corp. ('Atlantis'). Pursuant to the Arrangement Agreement, Bluedrop indirectly acquired all of the issued and outstanding common shares of Atlantis for $1,000,000 by way of a plan of arrangement.
The full particulars of the Arrangement Agreement are set forth in Atlantis' Information Circular (the 'Circular') dated November 19, 2013 and Bluedrop's and Atlantis' joint November 11, 2013, December 20, 2013 and December 31, 2013 news releases.
Bluedrop and Atlantis closed the Arrangement on December 31, 2013.
Private Placement-Non-Brokered, Convertible Debenture:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 11, 2013:
| Convertible Debenture | $3,000,000 | ||
| Conversion Price: | Convertible into 20,000,000 common shares at $0.15 of principal outstanding for three years |
||
| Maturity date: | three years from the date of issuance | ||
| Interest rate: | 14% per annum | ||
| Number of Placees: | 1 placee | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P | # of Shares | |
| Difference Capital Financial Inc. | Y | 20,000,000 | |
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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BRAZIL RESOURCES INC. ("BRI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 16, 2013, December 23, 2013 and December 31, 2013:
| Number of Shares: | 11,650,620 shares | ||
| Purchase Price: | $0.55 per share | ||
| Warrants: | 11,650,620 share purchase warrants to purchase 11,650,620 shares | ||
| Warrant Exercise Price: | $0.75 for a five year period | ||
| Number of Placees: | 91 placees | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P | # of Shares | |
| KCR, LLC (Garret Olivier Pascal) | Y | 1,000,000 | |
| KCO, LLC (Garret Olivier Pascal) | Y | 1,000,000 | |
| Amir Adnani Corp. (Amir Adnani) | Y | 550,000 | |
| Stephen Swatton | Y | 187,272 | |
| David Kong | Y | 100,000 | |
| Gloria Ballesta | Y | 1,000 | |
| Xemex Investment Ltd. (Mario Garnero) | Y | 480,000 | |
| Finder's Fee: | $56,000 cash payable to Javelin Management Corp. (Darin Milmeister) | ||
| $137,522 cash payable to Hard Rock Investment Holdings Inc. (Marin Katusa) | |||
| $17,518 cash payable to Milestone Media AG (Christian Klingebiel) | |||
| $385 cash payable to Wolverton Securities Ltd. | |||
| $15,050 cash payable to H.C. Wainwright & Company, LLC | |||
| $5,286 cash payable to Haywood Securities 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.
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CASTLE MOUNTAIN MINING COMPANY LIMITED ("CMM")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: January 2, 2014
TSX Venture Tier 1 Company
Effective December 31, 2013, the Company's Short Form Prospectus dated December 18, 2013, was filed with and accepted by TSX Venture Exchange (the "Exchange"), and effective December 19, 2013 was filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Ontario, Newfoundland and Labrador Securities Commission, pursuant to the provisions of the respective Securities Acts.
TSX Venture Exchange has been advised that closing occurred on December 31, 2013 for gross proceeds of $5,000,050 (no over-allotment option exercised to date).
| Underwriters: | Cormark Securities Inc., GMP Securities L.P., Dundee Securities Ltd., Macquarie Capital Markets Canada Ltd., MGI Securities Inc. |
| Offering: | 9,091,000 common shares |
| Share Price: | $0.55 per share |
| Underwriters' Fee: | A cash fee equal to 6% of the proceeds from shares sold shall be paid to the Underwriters. |
| Over-Allotment Option: | The Underwriters have been granted an over-allotment option of the shares in connection with this offering. The Underwriters were granted an option to arrange for the sale of up to an additional 1,363,650 common shares (being 15% of that number of shares sold pursuant to the offering), at any time up to 30 days after the closing of the offering. The above noted Underwriters' Fee is also applicable to the Over-Allotment Option. |
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EAGLE HILL EXPLORATION CORPORATION ("EAG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 20, 2013:
| Number of Shares: | 18,181,818 flow-through shares | ||
| Purchase Price: | $0.11 per share | ||
| Number of Placees: | 19 placees | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P | # of Shares | |
| Aggregate Pro Group Involvement | P | 1,363,638 | |
| [3 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.
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ENGAGEMENT LABS INC. ("EL")
[formerly: Parta Dialogue Inc. ("PAD")]
BULLETIN TYPE: Name Change and Consolidation
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by shareholders on December 30, 2013, the Company has consolidated its capital on a (ten) 10 old shares for (one) 1 new share basis. The name of the Company has also been changed from "Parta Dialogue Inc." to "Engagement Labs Inc."
Effective at the opening of business on Friday, January 3, 2014, the common shares of "Engagement Labs Inc." will commence trading on TSX Venture Exchange, and the common shares of "Parta Dialogue Inc." will be delisted.
The Company is classified as a "Software Publisher" issuer (NAICS Number: 511210).
| Capitalization: | Unlimited | shares with no par value of which |
| 7,265,576 | shares are issued and outstanding | |
| Escrow | Nil | shares |
| Transfer Agent: | Olympia Transfer Services Inc. (Toronto) | |
| Trading Symbol: | EL | (New) |
| CUSIP Number: | 29282R108 | (New) |
LABORATOIRES ENGAGEMENT INC. (« EL »)
[anciennement : Parta Dialogue inc. (« PAD »)]
TYPE DE BULLETIN : Changement de dénomination sociale et Regroupement
DATE DU BULLETIN : Le 2 janvier 2014
Société du groupe 2 de TSX Croissance
Suite à une résolution extraordinaire adoptée par les actionnaires le 30 décembre 2013, la société a regroupé son capital sur la base de 10 anciennes actions pour 1 nouvelle action. La dénomination sociale de la société a également été modifiée de « Parta Dialogue inc. » à « Laboratoires Engagement inc. »
Effectif à l'ouverture des affaires vendredi, le 3 janvier 2014, la négociation des actions ordinaires de « Laboratoires Engagement inc. » débutera à la Bourse de croissance TSX et les actions ordinaires de « Parta Dialogue inc. » seront retirées.
La société est catégorisée comme un émetteur « éditeur de logiciels » (numéro de SCIAN : 511210).
| Capitalisation : | Nombre illimité d'actions ordinaires sans valeur nominale dont 7 265 576 actions sont émises et en circulation. |
|
| Titres entiercés : | Nil action | |
| Agent des transfers : | Olympia Transfer Services Inc. (Toronto) | |
| Symbole boursier : | EL | (nouveau) |
| Numéro CUSIP : | 29282R108 | (nouveau) |
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GTA RESOURCES AND MINING INC. ("GTA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an Exploration Agreement (the "Agreement") dated October 24, 2013 between Constance Lake First Nations (the "Vendor") and GTA Resources and Mining Inc. (the "Company"). Pursuant to the Agreement, the Company shall continue exploration work on the Auden Property located near Hears, Ontario.
In consideration, the Company shall issue 100,000 common shares at a deemed price of $0.20 per share within a one year period.
For further information, please refer to the Company's press release dated October 30, 2013.
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INTELGENX TECHNOLOGIES CORP. ("IGX")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
Effective December 13, 2013, the Company's S-1 Registration Statement dated December 3, 2013 was filed with and accepted by TSX Venture Exchange, and filed with the United States Securities and Exchange Commission (the "SEC").
TSX Venture Exchange has been advised that closing occurred on December 16, 2013, for gross proceeds of US$3,500,000.90
| Agent: | H.C. Wainwright & Co., LLC |
| Offering: | 7,920,346 units. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant is exercisable into one common share at US$0.5646 until December 16, 2018. |
| Unit Price: | US$0.4419 per unit |
| Warrant Exercise Price/Term: | US$0.5646 per share until December 16, 2018 |
| Agents' Warrants: | 475,221 non-transferable warrants exercisable to purchase 475,221 common shares at US$0.5646 per share until December 11, 2017. |
For further details, please refer the Company's news releases dated December 12, 2013 and December 16, 2013, and the final Prospectus is available on the SEC's website.
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LARGO RESOURCES LTD. ("LGO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 29, 2013:
| Number of Shares: | 84,999,150 shares | ||
| Purchase Price: | $0.20 per share | ||
| Number of Placees: | 12 placees | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P / | # of Shares | |
| Arias Resource Capital Management L.P. (portfolio managed) | Y | 75,000,000 | |
For further details, please refer to the Company's news release dated December 13, 2013.
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NORTHERN FRONTIER CORP. ("FFF")("FFF.WT")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: January 2, 2014
TSX Venture Tier 1 Company
Effective December 10, 2013 the Company's Prospectus dated December 10, 2013 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta Securities Commission, Ontario Securities Commission, British Columbia Securities Commission, Saskatchewan Securities Commission and Manitoba Securities Commission pursuant to the provisions of the Securities Acts.
TSX Venture Exchange has been advised that closing occurred on December 17, 2013, for gross proceeds of $12,372,850 (includes over-allotment).
| Agents: | Acumen Capital Finance Partners Limited |
| GMP Securities L.P. | |
| Offering: | 3,074,000 units. Each unit consisting of one common share and one half of one common share purchase warrant. Each whole warrant is exercisable at a price of $4.00 per share. |
| Unit Price: | $3.50 per unit |
| Warrant Exercise Price/Term: | $4.00 per share to March 27, 2015 |
| Agents' Commission: | 6% of the gross proceeds |
| Greenshoe Option: | The Agent exercised the full over-allotment option of 461,100 units |
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NORTHWEST INTERNATIONAL HEALTHCARE PROPERTIES REIT ("MOB.UN")
BULLETIN TYPE: Notice of Distribution
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
LATE DISTRIBUTION DECLARED
NorthWest International Healthcare Properties REIT has declared its monthly distribution of $0.013334 per trust unit payable January 15, 2014 to unitholders of record December 31, 2013. The trust units should have commenced trading on an ex-distribution basis but due to late notification from the Company have been trading on a cum-distribution basis and will commence trading on an ex-distribution basis effective from the opening on January 3, 2014. Participating Organizations that purchased the trust units on TSXV during the period from December 27, 2013 up to and including January 2, 2014 should maintain a record of brokers that sold them the units in order to enable such Participating Organizations to claim the distribution. (Symbol: MOB.UN)
| The Issuer has declared the following distribution(s): | |
| Distribution per Trust Unit: | $0.013334 |
| Payable Date: | January 15, 2014 |
| Record Date: | December 31, 2013 |
| Ex-Distribution Date: | January 3, 2014 |
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SOKOMAN IRON CORP. ("SIC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 2, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 31, 2013:
| Number of Shares: | 860,000 flow through shares |
| Purchase Price: | $0.05 per share |
| Warrants: | 430,000 share purchase warrants to purchase 430,000 shares |
| Warrant Exercise Price: | $0.10 for a two year period |
| Number of Placees: | 2 placees |
| Finder's Fee: | Accilent Capital Management Inc. receives $3,010 and 60,200 non-transferable warrants, each exercisable for one share at a price of $0.10 per share for a two year period. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
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NEX COMPANY:
DELAVACO RESIDENTIAL PROPERTIES CORP. ("DVO.U")
[formerly Sereno Capital Corporation ("SZZ.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Name Change, Symbol Change, Graduation from NEX to TSX Venture, Conversion to US$, Consolidation, Resume Trading
BULLETIN DATE: January 2, 2014
NEX Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated November 29, 2013. As a result, at the opening on Friday, January 3, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the arm's length acquisition of Delavaco Properties Inc. ("Delavaco"), completed on December 30, 2013 pursuant to the terms of the business combination agreement entered into between the Company and Delavaco dated September 18, 2013. Pursuant to the terms of the business combination agreement, the Company acquired all of the issued and outstanding shares of Delavaco in exchange for 380,916,777 Company shares (51,754,997 post-Consolidation shares) (the "Business Combination"). The Business Combination was implemented by way of a three-cornered amalgamation whereby Delavaco amalgamated with 2388079 Ontario Inc., a wholly-owned subsidiary of the Company, under the OBCA (the "Amalgamation"). The amalgamated entity will continue as a wholly-owned subsidiary of the Company, and together with the Company, will continue Delavaco's business. The shares of the Company were also consolidated on a 7.36 old to 1 new basis as further described below (the "Consolidation").
In connection with the Qualifying Transaction, a non-brokered private placement was completed by a new special purpose entity (''Sereno Finco'') on December 30, 2013 for combined aggregate gross proceeds of $47,150 (the "Offering"). The private placement consisted of 41,000 Sereno Finco special shares ("Special Shares") at a price of $1.15 per Special Share. Upon completion of the Amalgamation and subsequent to the Consolidation, the Company acquired all of the issued and outstanding Special Shares and the sole issued and outstanding common share of Sereno Finco. Each shareholder of Sereno Finco received one post-Consolidation share of the Company for each Special Share or common share of Sereno Finco held at a deemed post-consolidated issue price of $1.15.
For further information, please refer to the Company's Information Circular dated November 29, 2013, available on SEDAR.
Name Change
Pursuant to the articles of amendment dated December 30, 2013, the Company has changed its name to Delavaco Residential Properties Corp.
Symbol Change
Effective at the opening, Friday, January 3, 2014, the trading symbol for the Company will change from SZZ.H to DVO.U.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Friday, January 3, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Toronto.
Effective at the opening, Friday, January 3, 2014, the trading symbol for the Company will change from SZZ.H to DVO.U. The Company is classified as a 'Lessor of residential buildings and dwellings (except social housing projects)' company.
Conversion to US$
The Company has requested and TSX Venture Exchange has agreed to trade the Company's shares in US$ and to cease trading its shares in Cdn$.
Effective at the opening, Friday, January 3, 2014, the Company's symbol will be changed from SZZ.H to DVO.U. All bids and offers will be quoted in US$, and all trades will be settled in US$. In addition, at the close of business, the Company's symbol of SZZ.H will be removed.
Resume Trading:
Further to TSX Venture Exchange's Bulletins dated May 24, 2013 and December 3, 2013, trading in the securities of the Resulting Issuer will resume at the opening on Friday, January 3, 2014.
Consolidation
Pursuant to a special resolution passed by shareholders on December 30, 2013, the Company has consolidated its capital on a (seven point thirty six) 7.36 old for (one) 1 new basis.
Effective at the opening Friday, January 3, 2014, the shares of Delavaco Residential Properties Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Lessor of Residential Buildings and Dwellings (except Social Housing Projects)' company.
In addition, the Exchange has accepted for filing the following:
| Corporate Jurisdiction: | Ontario | |
| Post - Consolidation | ||
| Capitalization: | Unlimited | shares with no par value of which |
| 52,434,583 | shares are issued and outstanding | |
| Escrow: | 16,058,523 | common shares; |
| 827,400 | warrants; and | |
| $3,000,000 | convertible debentures, convertible into 2,608,695 shares, are subject to Tier 2 Value Escrow, | |
| release restrictions | ||
| 163,043 | remain subject to the existing CPC Escrow Agreement. | |
| Transfer Agent: | Computershare Investor Services Inc. | |
| Symbol: | DVO.U | (NEW) |
| CUSIP Number: | 24571P 10 3 | (NEW) |
| Company Contact: | Delavaco Residential Properties Corp. | |
| Company Address: | 130 King Street West, Suite 2210, Toronto, Ontario M5X 1E4 | |
| Company Phone Number: | (416) 362-4441 | |
| Company Fax Number | (416) 362-2528 | |
| Company E-Mail: | [email protected] | |
| Company Website: | www.delavaco.com | |
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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