TSX Venture Exchange Daily Bulletins

VANCOUVER, March 12, 2014 /CNW/ -

TSX VENTURE COMPANIES:

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  March 12, 2014
TSX Venture Company

A Temporary Cease Trade Order has been issued by the Ontario Securities Commission on March 12, 2014 against the following company for failing to file the documents indicated within the required time period:

Symbol

Tier

Company

Failure to File

Period Ending (Y/M/D)

JIM

2

Jiminex Inc.

Audited annual financial statements for the year ended

13/10/31

Management's discussion & analysis relating to the audited annual financial statements for the year ended

13/10/31

Certification of the foregoing filings required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

Upon revocation of the Temporary Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

________________________________________

ASHBURTON VENTURES INC. ("ABR")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  March 12, 2014
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:

3,186,333 March 27, 2014 June 27, 2014 $0.10

The Company has imposed an accelerated exercise provision on the amended warrants in the event the Company's shares trade at $0.12 or higher for 5 consecutive trading days.

These warrants were issued pursuant to a private placement of 6,372,666 shares with 3,186,333 share purchase warrants attached, which was accepted for filing by the Exchange effective October 3, 2012.

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AVIDUS MANAGEMENT GROUP INC. ("AVD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 20, 2014:

Number of Shares:						8,044,224 shares
Purchase Price:						$0.10 per share
Warrants:						8,044,224 share purchase warrants to purchase 8,044.224 shares
Warrant Exercise Price:						$0.20 for a three year period
Number of Placees:						12 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.

________________________________________

BOXXER GOLD CORP. ("BXX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 11, 2013:

Number of Units:

6,500,000 units Each unit ("Units") is comprised of one common share and one common share purchase warrant.

Purchase Price:

$0.05 per Unit

Warrants:

6,500,000 share purchase warrants to purchase 6,500,000 shares

Warrant Exercise Price:

$0.05 for a period of five years from closing. Each warrant is subject to an accelerated expiry provision as outlined in the Company's press release dated February 19, 2014.

Number of Placees:

12 placees

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P /

# of Units

David Yancie  Brian C. Harder  Elmer B. Stewart  Mirva Properties Ltd. (Denis Pelletier)

Y  Y  Y  Y

200,000 1,700,000 750,000 800,000

Finder's Fee:

None

________________________________________

CADILLAC VENTURES INC. ("CDC")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 30, 2014:

Number of Shares:						2,090,666 flow through shares 200,000 non flow through shares
Purchase Price:						$0.06 per flow through share $0.05 per non flow through share
Warrants:						1,245,333 share purchase warrants to purchase 1,245,333 shares
Warrant Exercise Price:						$0.10 for a two year period
Number of Placees:						5 placees
Finder's Fee:						An aggregate of $10,835.19, plus 183,252 compensation options (each exercisable into one common share at a price of $0.06 for a period of two years) payable to Accilent Capital Management Inc., Clearview Capital Inc., MGI Securities Inc. and Caldwell Securities Ltd.

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). 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.

________________________________________

CERF INCORPORATED ("CFL")
BULLETIN TYPE:  Miscellaneous
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

The TSX Venture Exchange has accepted for filing CERF Incorporated (the "Company's") Dividend Reinvestment Plan (the "Plan"). The Company has reserved up to 1,613,194 common shares of the Company ("Shares") to be issued under the Plan.

The Company will determine on or before each Distribution record date the amount of equity, if any, that will be made available under the Plan on the Distribution payment date to which such record date relates.

An Eligible Holder may direct that Distributions payable in respect of all or some of the Shares held for such shareholder under the Plan, be applied to the purchase of additional Shares. The price of Shares purchased with reinvested Distributions will be at a 5% discount to the average closing price of the Shares, for the 10 trading days immediately preceding the date of distribution declared by the Company.

Eligible holders under the Plan, include registered holders of Shares or units of subsidiaries of the Company, who, on the applicable record date for a distribution, is a Canadian resident for purposes of the Income Tax Act (Canada) and is otherwise eligible to participate in the Plan.

For more information, refer to the Company's press releases dated March 10, 2014.

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EDGEFRONT REAL ESTATE INVESTMENT TRUST ("ED.UN")
BULLETIN TYPE:  Notice of Distribution
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

The Issuer has declared the following distribution(s):

Distribution per Trust Unit:  Payable Date:  Record Date:  Ex-Distribution Date:

$0.01333 April 15, 2014 March 31, 2014 March 27, 2014

________________________________________

EQUITORIAL EXPLORATION CORP. ("EXX")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Share Purchase and Option Agreement (the "Agreement") dated February 5, 2014 between Equitorial Exploration Corp. (the "Company") and First Nevada Mining Corp. ("First Nevada"). The Company will have an option to purchase up to 49% of First Nevada.  First Nevada is a private Canadian company which has two mineral properties in Nevada and proprietary technology for heavy metal extraction. The two properties consist of: (i) the Barrel Springs gold project comprising 6,000 acres of lode and placer claims in Pershing County, NV, and (ii) an option to purchase the permitted Big Canyon Gold Mine, NV (the "Properties").

In order to acquire a 45% interest in First Nevada, the Company will pay an aggregate of $250,000 cash, a further $500,000 upon receipt of a detailed budget outlining the advancement of exploration and development on the Properties, issue 5,000,000 common shares of the Company in exchange for 5,000,000 common shares of First Nevada, and transfer title of the Company's mineral recovery plant to First Nevada. The 5,000,000 shares issued by the Company to First Nevada shareholders will be subject to a voluntary escrow agreement which provides for the release from escrow of 25% of such shares on each six month anniversary of the closing date.

In order to acquire a further 4% interest in First Nevada within 24 months of acquiring the initial 45%, the Company must pay the greater of $750,000 or a price per First Nevada share equal to the price per First Nevada share paid in the most recent First Nevada equity financing (if applicable) subsequent to the closing of this transaction.

The Company will pay Canaccord Genuity Corp. ("Canaccord") a finder's fee of 500,000 common shares in the Company.

The transaction is arms length.

Further information can be found in the Company's news releases dated January 23, 2014 and March 4, 2014.

________________________________________

GLOBAL COBALT CORP. ("GCO")
BULLETIN TYPE:  Halt
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Effective at 5:36 a.m., PST, March 12, 2014, 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.

________________________________________

GLOBAL COBALT CORP. ("GCO")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Effective at 8:00 a.m., PST, March 12, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

GOLDEN REIGN RESOURCES LTD. ("GRR")
BULLETIN TYPE:  Private Placement-Non-Brokered; Amendment
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Further to TSX Venture Exchange Bulletin dated March 7, 2014, the Company advises that the following information is amended:

Finder's Fee:

$1,734 payable to Dundee Capital Markets, with 10,200 warrants exercisable at $0.25 for two years. $2,244 payable to Donald Weinert. $3,000 payable to Manveet Dhani. $306 payable to Global Securities Corporation, with 1,800 warrants exercisable at $0.25 for two years.

All other details remain unchanged.

________________________________________

GOLD REACH RESOURCES LTD. ("GRV")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a mineral claim purchase agreement dated March 7, 2014 (the 'Agreement') between the Company and Vernon Seel (the 'Vendor'). Pursuant to the terms of the Agreement, the Company will acquire a 100% interest in the mineral claims known as Swing and Swing North in British Columbia (the 'Property'). By way of consideration, the Company will issue 25,000 shares at a deemed price of $0.80 per share. The Property is subject to a 2% NSR is favour of the Vendor, of which 1% may be repurchased for $500,000 or the full 2% may be repurchased for $1,000,000.

Please refer to the Company's news release of March 10, 2014 for further details.

________________________________________

GOLD STANDARD VENTURES CORP. ("GSV")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement; Private Placement-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

Acquisition
TSX Venture Exchange has accepted for filing a letter agreement dated January 24, 2014 (the 'Agreement') between the Company and Scorpio Gold (US) Corporation, a subsidiary of Scorpio Gold Corporation (the 'Vendor'). Pursuant to the terms of the Agreement, the Company will acquire all right, title and interest in and to the Pinion Properties in Elko County, Nevada and certain leases in Section 33 of Township 31 in Elko County, Nevada (collectively the 'Property'). By way of consideration, the Company will make cash payments totalling $6,500,000 and will issue 5,500,000 shares at a deemed price of $0.68 per share. An additional 1,250,000 shares will be issuable to the Vendor if and when the Company obtains a NI 43-101 compliant report on the Pinion Properties delineating a resource of not less than 1,000,000 ounces of gold. Certain cash bonus payments may also be payable to the Vendor if the Company enters into various transactions such as a merger, business combination, joint venture or other similar transaction.

A finder's fee of $160,000 is payable to Medalist Capital Ltd.

Please refer to the Company's news release dated January 28, 2014 for further details.

Private Placement
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 6, 2014:

Number of Shares:

15,188,495 shares

Purchase Price:

$0.72 per share

Warrants:

7,594,248 share purchase warrants to purchase 7,594,248 shares

Warrant Exercise Price:

$1.00 for a two year period, subject to an accelerated expiry

Number of Placees:

31 placees

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P

# of Shares

David C. Mathewson  FCMI Parent Co. (Albert Friedberg)  Aggregate Pro Group Involvement [4 placees]

Y  Y  P

300,000 1,944,444 645,000

Agent's Fee:

$344,245.02 payable to Macquarie Capital Markets Canada Ltd. $119,737.40 payable to Medalist Capital Ltd. $74,835.87 payable to TD Securities Inc. $59,868.70 payable to National Bank Financial Inc. $10,800 payable to Sutter Securities Incorporated

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.

________________________________________

LAKESIDE MINERALS INC. ("LAK")
BULLETIN TYPE:  Halt
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Effective at 7:34 a.m., PST, March 12, 2014, 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.

________________________________________

LAKESIDE MINERALS INC. ("LAK")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Effective at 8:45 a.m., PST, March 12, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

MANITOK ENERGY INC. ("MEI")
BULLETIN TYPE:  Normal Course Issuer Bid
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated March 6, 2014, it may repurchase for cancellation, up to 6,777,286 shares in its own capital stock.  The purchases are to be made through the facilities of TSX Venture Exchange during the period March 17, 2014 to March 16, 2015.  Purchases pursuant to the bid will be made by Integral Wealth Securities Ltd. on behalf of the Company.

________________________________________

MONTANA EXPLORATION CORP. ("MTZ")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:

# of Warrants:  Original Expiry Date of Warrants:  New Expiry Date of Warrants:  Exercise Price of Warrants:

17,500,000  March 22, 2014  March 22, 2015  $0.25 (UNCHANGED)

These warrants were issued pursuant to a private placement of 17,500,000 shares with 17,500,000 share purchase warrants attached, which was accepted for filing by the Exchange effective April 11, 2013.

________________________________________

PASSPORT POTASH INC. ("PPI")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Pursuant a resolution dated February 18, 2014, the Company has consolidated its capital on a (2) two old for (1) one new basis.  The name of the Company has not been changed.

Effective at the opening, Thursday, March 13, 2014, the Passport Potash Inc. shares of will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mineral Exploration' company

Post - Consolidation Capitalization:  Escrow:									Unlimited  105,651,157  nil	shares with no par value of which shares are issued and outstanding shares
Transfer Agent:									Computershare Investor Services Inc.
Trading Symbol:  CUSIP Number:									PPI  70286C200	(UNCHANGED) (new)

________________________________________

RADISSON MINING RESOURCES INC. ("RDS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:

Number of Shares:											977,780 flow-through common shares
Purchase Price:											$0.18 per flow-through common share
Number of Placees:											11 placees

The Company has confirmed the closing of the above-mentioned Private Placement by way of press release.

RESSOURCES MINIÈRES RADISSON INC. (« RDS »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 12 mars 2014
Société du groupe 2 de TSX croissance

Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier :

Nombre d'actions :						977 780 actions ordinaires accréditives
Prix :						0,18 $ par action ordinaire accréditive
Nombre de souscripteurs :						11 souscripteurs

La société a confirmé la clôture du placement privé par voie de communiqué de presse.

__________________________________

SILVER PREDATOR CORP. ("SPD")
BULLETIN TYPE:  New Listing-Shares
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Effective at the opening on Thursday, March 13, 2014, the shares of Silver Predator Corp. (the 'Company') will commence trading on TSX Venture Exchange Inc. The Company is classified as a 'Mineral Exploration and Development' company.

The Company will be de-listed from trading on Toronto Stock Exchange effective at the close of business on March 12, 2014.

________________________________________

SOUTHERN SILVER EXPLORATION CORP. ("SSV")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 500,000 shares at a deemed price of $0.05 in consideration of certain services provided to the Company pursuant to an agreement dated September 30, 2013.

The Company shall issue a news release when the shares are issued.

________________________________________

SUSTAINCO. INC. ("SMS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 12, 2013:

Number of Shares:

12,857,140 shares

Purchase Price:

$0.07 per share

Number of Placees:

8 placees

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P

# of Shares

Cangap Merchant Capital Corp. (Emlyn J. David)

Y

3,214,286

Finder's Fee:

A 5% cash commission payable to Jason Cloth and David Kaufman.

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.

________________________________________

TAJIRI RESOURCES CORP. ("TAJ")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for expedited filing documentation with respect to a Non-Brokered Private Placement announced December 9, 2013 and March 10, 2014:

Number of Shares:

3,810,000 shares

Purchase Price:

$0.05 per share

Warrants:

3,810,000 share purchase warrants to purchase 3,810,000 shares

Warrant Exercise Price:

$0.10 for a two year period

Number of Placees:

6 placees

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P

# of Shares

Paul D. Gray  Tangent Management Corp. (Zak Dingsdale, Steve Smith)  Graham Keevil  Mohammed Bilil Bhamji

Y  Y  Y  Y

500,000 2,440,000 700,000 540,000

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. [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.]

________________________________________

THE MINT CORPORATION ("MIT")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 7,106,041 share purchase warrants (each exercisable into one share at a price of $0.25 for a three year period) to purchase 7,106,041 shares to settle outstanding debt for $7,003,906.

Number of Creditors:

207 Creditors

For further information, please refer to the Company's news release dated March 12, 2014.

________________________________________

TRANSATLANTIC MINING CORP. ("TCO")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated March 11, 2014, effective at 10:20 a.m., March 12, 2014, 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 Sec.5.6(d).  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.

________________________________________

TRIGOLD RESOURCES INC. ("TGD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 31, 2014:

Number of Shares:

6,000,000 shares

Purchase Price:

$0.05 per share

Number of Placees:

35 placees

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P

# of Shares

Toby Pierce  James Grieg  Justin Timms  Aggregate Pro Group   Involvement [3 placees]

Y  Y  Y  P

500,000 500,000 70,000 490,000

Finder's Fee:

$4.800 payable to Jordan Capital Markets 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.

________________________________________

VERSATILE SYSTEMS INC. ("VV.RT")
BULLETIN TYPE:  Rights Expiry-Delist
BULLETIN DATE:  March 12, 2014
TSX Venture Tier 1 Company

Effective at the opening, March 14, 2014, the Rights of the Company will trade for cash.  The Rights expire March 19, 2014 and will therefore be delisted at the close of business, Wednesday, March 19, 2014.

TRADE DATES

March 14, 2014 - TO SETTLE - March 17, 2014
March 17, 2014 - TO SETTLE - March 18, 2014
March 18, 2014 - TO SETTLE - March 19, 2014
March 19, 2014 - TO SETTLE - March 19, 2014

The above is in compliance with Trading Rule C.2.18 - Expiry Date:
Trading in the rights shall be for cash for the three trading days preceding the expiry date and also on expiry date. On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter except with permission of the Exchange.

________________________________________

NEX COMPANIES:

71 CAPITAL CORP. ("SVN.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  March 12, 2014
NEX Company

Further to the TSX Venture Exchange bulletin dated March 12, 2014, the common shares of the Company will resume trading on Thursday, March 13, 2014 and will not be reinstated for trading.

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ONEROOF ENERGY GROUP, INC. ("ON")
[formerly Carlaw Capital IV Inc. ("CLW.H")]
BULLETIN TYPE:  Qualifying Transaction-Completed, Graduation from NEX to TSX Venture, Name Change, Consolidation, Symbol Change, Resume Trading
BULLETIN DATE:  March 12, 2014
NEX Company

Qualifying Transaction:

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated February 26, 2014.  As a result, at the opening on Thursday, March 13, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction (the "Transaction") includes the arm's length acquisition of OneRoof Energy, Inc. ("OneRoof"), completed on March 11, 2014 pursuant to the terms of the merger agreement, dated February 26, 2014, entered into among the Company, OneRoof, OneRoof Energy (Canada) ULC, a special purpose entity created in order to facilitate the Transaction ("Finco") and Carlaw Capital IV (Delaware) Inc., a wholly owned subsidiary of the Resulting Issuer ("Company Subco") ("Merger Agreement"). Pursuant to the terms of the Merger Agreement, OneRoof merged with, and into Company Subco, and, in connection therewith, the Company concurrently acquired all of the issued and outstanding common shares and special shares of Finco. The Resulting Issuer and its subsidiaries will carry on the business of OneRoof.

On March 11, 2014, the Resulting Issuer completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 10 pre-consolidation shares of Carlaw, amended its articles to create Class A restricted voting common shares ("Resulting Issuer Restricted Shares") and changed its name to "OneRoof Energy Group, Inc.". Each Resulting Issuer Restricted Share is convertible by the holder into one voting common share of the Resulting Issuer ("Resulting Issuer Voting Common Share") for no additional consideration at any time following July 1, 2014 and, in certain limited circumstances, prior thereto.  The Resulting Issuer Restricted Shares do not entitle the holder thereof to vote in elections for the Resulting Issuer's board of directors and will not be listed on the Exchange or any other exchange.

On January 10, 2014, Finco completed a private placement (the "Offering") of an aggregate of 20,833,500 subscription receipts (each, a "Subscription Receipt") at a price of C$2.40 per Subscription Receipt, for aggregate gross proceeds of C$50,000,400. The Offering was conducted by a syndicate of agents led by Desjardins Capital Markets and including Canaccord Genuity Corp. (together, the "Agents"). The Subscription Receipts converted into special shares of Finco immediately preceding the completion of the Transaction. In connection with the Offering, the Agents received $2,200,724 cash commission, 236,379 compensation options and a $200,000 advisory fee. Each compensation option is exercisable for one Resulting Issuer Voting Common Shares at $2.40 until March 11, 2016.

In connection with the Transaction, the Company issued: (i) 4,293,952 Resulting Issuer Voting Common Shares to the preferred stockholders of OneRoof; (ii) 6,303,429 Resulting Issuer Voting Common Shares to the holders of the special shares of Finco (other than Hanwha Holdings (USA), Inc., Alternegy Holdings, LLC, Black Coral Capital, LLC and GSE Investments, LLC (the "Restricted Share Investors")), and the holder of the common share of Finco; and (iii) 31,069,452 Resulting Issuer Restricted Shares to the preferred stockholders of OneRoof and the Restricted Share Investors. The Company also issued 688,480 warrant exercisable for 2 years at $2.40 per share, 3,501,803 warrants exercisable for 2 years at $2.40 per share and 1,337,864 warrants exercisable at $2.40 for between 12 and 18 months.

Upon completion of the Transaction, OneRoof paid a finder's fee of C$130,000 to a party that is arm's length to the Company and OneRoof.

For further information, please refer to the Company's Filing Statement dated February 26, 2014, available on SEDAR.

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 Thursday, March 13, 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, Thursday, March 13, 2014, the trading symbol for the Company will change from CLW.H to ON. The Company is classified as a 'Solar Heating Panels and Equipment, Wholesale' company.

Name Change

Pursuant to the articles of amendment dated Tuesday, March 11, 2014, the Company has changed its name to OneRoof Energy Group, Inc.

Consolidation

Pursuant to a special resolution passed by shareholders on February 10, 2011, the Company has consolidated its capital on a 10 old for 1 new basis.

Symbol Change

Effective at the opening, Thursday, March 13, 2014, the trading symbol for the Company will change from CLW.H to ON.

Resume Trading:

Further to TSX Venture Exchange's Bulletins dated October 23, 2013 and February 28, 2014, trading in the securities of the Resulting Issuer will resume at the opening on Thursday, March 13, 2014.

In addition, the Exchange has accepted for filing the following:

Corporate Jurisdiction:									Ontario
Capitalization:									Unlimited  10,839,881  Unlimited  31,069,452	voting common shares with no par value of which voting common shares are issued and outstanding; and restricted common shares with no par value of which restricted common shares issued and outstanding
Escrow:									3,117,146  26,136,643  4,201824  92,500	voting common shares; restricted common shares; and warrants are subject to Tier 2 Value Escrow release restrictions remain subject to the existing CPC Escrow Agreement.
Transfer Agent:									Equity Financial Trust Company
Symbol:  CUSIP Number:									ON  68276G108	(NEW) (NEW)

The Company is classified as a 'Solar Heating Panels and Equipment, Wholesale' company.

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SOURCE: TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]