VANCOUVER, April 3, 2014 /CNW/ -
TSX VENTURE COMPANIES:
BLACK ISLE RESOURCES CORP. ("BIT")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,000,000 shares at a deemed price of $0.05 per share, in consideration of certain services provided to the company with the settlements agreed upon on January 31, 2014.
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| iO Corporate Services Ltd. |
||||
| (Marion McGrath) |
Y |
$100,000 |
$0.05 |
2,000,000 |
| Rovalution Automotive Ltd. |
||||
| (Donald MacDonald) |
Y |
$100,000 |
$0.05 |
2,000,000 |
The Company shall issue a news release when the shares are issued.
________________________________________
BOULEVARD INDUSTRIAL REAL ESTATE INVESTMENT TRUST ("BVD.UN") ("BVD.DB")
[formerly HHT Investments Inc. ("HHT.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Resume Trading, Prospectus-Trust Unit Offering, Prospectus-Debenture Offering, New Listing-Debentures, Plan of Arrangement, Name Change
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing HTT Investments Inc.'s (the "Company") Qualifying Transaction described in its Information Circular dated February 5, 2014. As a result, at the opening on Friday, April 4, 2014, the Company will no longer be considered a Capital Pool Company.
The Qualifying Transaction consists of the following transactions:
- The reorganization of the Company into a real estate investment trust ("Boulevard Industrial Real Estate Investment Trust" or "Boulevard Industrial REIT") by way of a plan of arrangement (the "Plan of Arrangement");
- A public offering of trust units (the "Trust Units") and 7% Unsecured Convertible Debentures (the "Debentures") of Boulevard Industrial REIT; and
- The acquisition of three (3) separate multi-tenant light industrial properties all located in Moncton, New Brunswick (the "Initial REIT Properties") in consideration of an aggregate purchase price of approximately $15,000,000 payable in cash and the assumption of a secured debt.
Boulevard Industrial REIT will use the proceeds of the concurrent public offering to acquire the Initial REIT Properties.
The resulting issuer is classified as "Lessors of non-residential buildings" issuer (NAICS Number: 531120).
For further information, please refer to the Company's Information Circular dated February 5, 2014 and Boulevard Industrial REIT's Prospectus dated March 12, 2014, that are available on SEDAR.
Resume Trading
Further to TSX Venture Exchange's Bulletin dated December 13, 2013, trading in the securities of the Resulting Issuer will resume at the opening on Friday, April 4, 2014.
Prospectus-Trust Unit Offering, Prospectus-Debenture Offering
Boulevard Industrial REIT's prospectus dated March 12, 2014 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland & Labrador Securities Commissions, effective March 13, 2014, pursuant to the provisions of the British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland & Labrador Securities Commissions (the "Offering").
| Agents: |
Laurentian Bank Securities Inc., Paradigm Capital Inc. and Burgeonvest Bick Securities Limited. |
| Offering: |
8,823,530 Trust Units at $0.17 per Trust Unit ($1,500,000); and $3,500,000 principal amount of 7% Unsecured Convertible Debentures; |
| Agents' Fee: |
A cash commission equal to 7% of the aggregate gross proceeds of the offering and 1,200,000 broker's warrants to acquire 1,200,000 Trust Units at a price of $0.17 per Trust Units for a period of 24 months following the closing. |
The Exchange has been informed that the closing of the Offering occurred on March 26, 2014, for total gross proceeds of $5,000,000.
New Listing-Debentures
The "7% Unsecured Convertible Debentures" of Boulevard Industrial REIT will be listed and admitted to trading on the Exchange, on the effective dates as stated below.
| Commencement date: |
At the opening on Friday, April 4, 2014, the 7% Unsecured Convertible Debentures will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: |
Ontario |
| Capitalization: |
Limited 7% Unsecured Convertible Debentures of which $3,500,000 face amount are issued and outstanding |
| Transfer Agent: |
Equity Financial Trust Company – Toronto |
| Trading Symbol: |
BVD.DB |
| CUSIP Number: |
101582AA2 |
The Debentures will be quoted and traded on an accrued interest basis, i.e. all bids, offers and trades of the Debentures will reflect only the capital portion of the Debentures and will not reflect accrued interest. Accrued interest must be reflected in the seller's and buyer's settlement amount, and must be reflected on the confirmation with clients.
The Debentures, which are issuable only in denominations of $1,000 and integral $1,000 multiples thereof, will be quoted based on $100 principal amounts with all trades being made in multiples of $1,000. For example, an order to buy $5,000 principal amount will be given as an order to buy 5,000. An order to sell $20,000 principal amount will be shown as an order to sell 20,000. An order for 1,500, for example, is not acceptable since all trades must be made in multiples of $1,000. The minimum trading unit of Debentures is $1,000 and a board lot of Debentures is $1,000.
Details of the "7% Unsecured Convertible Debentures":
| Term: |
The 7% Unsecured Convertible Debentures become due on January 31, 2019. |
| Redemption: |
The 7% Unsecured Convertible Debentures will not be redeemable prior to December 31, 2016. On or after January 1, 2017 and prior to December 31, 2017, the 7% Unsecured Convertible Debentures may be redeemed in whole or in part from time to time at the option of the REIT on not more than sixty (60) days and not less than thirty (30) days prior notice at price equal to their principal amount plus accrued and unpaid interest, provided that the Current Market Price of the Units on the TSXV on the date on which notice of redemption is given is not less than 125% of the Conversion Price. On and after January 1, 2018, and prior to the Maturity Date, the Convertible Debentures may be redeemed in whole or in part at the option of the REIT on not more than sixty (60) days and not less than thirty (30) days prior notice at a price equal to their principal amount plus accrued and unpaid interest. |
| Interest: |
The 7% Unsecured Convertible Debentures will bear interest at the rate of 7% per annum payable semi-annually, in cash, on June 30 and December 31, with the first interest payment occurring on June 30, 2014. The first interest payment on June 30, 2014, which will include interest accrued from and including March 26, 2014 to but excluding June 30, 2014, will be in the amount of $18.41 per $1,000 principal amount of Debentures. Interest accrues on a 365-day year. Units of the Issuer may be issued to the Indenture Trustee and sold, with the proceeds used to satisfy the obligations to pay interest on the 7% Unsecured Convertible Debentures. |
| Subordination: |
The 7% Unsecured Convertible Debentures will rank equally with one another, with any additional Convertible Debentures issued under the Debenture Indenture and will be subordinate and postponed in right of payment of principal and interest to all Senior Indebtedness of the REIT, including the Mortgages. |
| Conversion: |
Each 7% Unsecured Convertible Debenture will be convertible into freely tradable Units at the option of the holder at any time prior to maturity at the Conversion Price, being a ratio of 4,000 Trust Units per $1,000 principal amount of Convertible Debentures (or $0.25 per Trust Unit).The Conversion Price shall be subject to standard anti-dilutive provisions. |
| Clearing and Settlement: |
The 7% Unsecured Convertible Debentures will clear and settle through CDS. |
| Book-Based System |
All 7% Unsecured Convertible Debentures will be represented in the form of Global Debentures registered in the name of CDS Clearing and Depository Services Inc. ("CDS") or its nominee. Purchasers of Debentures represented by Global Debentures will not receive Debentures in definitive form. Rather, the Debentures will be represented in "book-entry" only form. Such securities must be purchased, transferred and surrendered for conversion or redemption through a participant in CDS. |
| Board Lot: |
The 7% Unsecured Convertible Debentures will trade in a board lot size of $1,000 face value. |
| Indenture Trustee |
Equity Financial Trust Company – Toronto. |
For more information, please see the Prospectus dated March 12, 2014.
Plan of Arrangement, Name Change
Pursuant to a Plan of Arrangement approved by the Company's shareholders on March 7, 2014, all issued and outstanding common shares of the Company Inc. have been exchanged for Trust Units of Boulevard Industrial Real Estate Investment Trust and/or Class B LP Units of Boulevard Industrial Limited Partnership, on a one (1) for one (1) basis. All options and warrants to purchase shares of the Company have been exchanged for options to purchase Units of Boulevard Industrial REIT on the same terms and conditions.
Class B LP Units are exchangeable into Trust Units on a one (1) for one (1) basis. Each Class B LP Unit is accompanied by one Special Voting Unit which will provide the holder of such Special Voting Unit with a right to vote on matters respecting Boulevard Industrial REIT proportionate with its indirect ownership in Boulevard Industrial REIT.
A total of 30,000,500 Trust Units and nil Class B LP Units have been issued pursuant to the Plan of Arrangement.
The name of the issuer has also been changed from "HHT Investments Inc." to "Boulevard Industrial Real Estate Investment Trust".
Effective at the opening on Friday, April 4, 2014, the Trust Units of "Boulevard Industrial Real Estate Investment Trust" will commence trading on the Exchange and the common shares of "HHT Investments Inc." will be delisted.
| Capitalization: |
Unlimited number of Trust Units with no par value of which |
| 38,824,030 Trust Units are issued and outstanding |
|
| Escrow: |
10,905,000 Trust Units of which 10% are released on the date of this bulletin. |
| Transfer Agent: |
Equity Financial Trust Company – Toronto |
| Trading Symbol: |
BVD.UN (new) |
| CUSIP Number: |
101582104 (new) |
| Issuer Contact: |
Mr. Scott P. Hayes, CEO and Trustee |
| Issuer Address: |
66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7 |
| Issuer Phone Number: |
(647) 795-8629 |
| Issuer Email: |
|
| Issuer Web Site: |
|
_________________________________________________
CB GOLD INC. ("CBJ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, April 3, 2014, shares of the Company resumed trading, an announcement having been made.
________________________________________
DISCOVERY VENTURES INC. ("DVN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the first tranche of a Non-Brokered Private Placement announced March 3, 2014 and April 2, 2014:
| Number of Shares: |
6,024,250 shares |
| Purchase Price: |
$0.15 per share |
| Warrants: |
3,012,125 share purchase warrants to purchase 3,012,125 shares |
| Warrant Exercise Price: |
$0.30 for a three year period |
| Number of Placees: |
31 placees |
| Finder's Fee: |
$49,268.25 and 328,455 warrants payable to PI Financial Corp. |
| $4,950 and 33,000 warrants payable to Mackie Research Capital Corporation. |
|
| Each warrant is exercisable at a price of $0.30 for a three 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.
________________________________________
GALE FORCE PETROLEUM INC. ("GFP.WT")
BULLETIN TYPE: Warrant Expiry-Delist
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Effective at the opening, April 7, 2014, the Share Purchase Warrants of the Company will trade for cash. The Warrants expire April 10, 2014 and will therefore be delisted at the close of business, Thursday, April 10, 2014.
TRADE DATES
April 7, 2014 - TO SETTLE – April 8, 2014
April 8, 2014 - TO SETTLE – April 9, 2014
April 9, 2014 - TO SETTLE – April 10, 2014
April 10, 2014 - TO SETTLE – April 10, 2014
The above is in compliance with Trading Rule C.2.18 – Expiry Date:
Trading in the warrants 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.
________________________________________
JADELA OIL CORP. ("JOC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 16, 2014:
| Number of Shares: |
6,020,000 common shares |
|
| Purchase Price: |
$0.06 per share |
|
| Warrants: |
6,020,000 share purchase warrants to purchase 6,020,000 common shares |
|
| Warrant Exercise Price: |
$0.09 for a period of two years |
|
| Number of Placees: |
33 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Gregory J. Leia Professional |
||
| Corporation |
Y |
870,000 |
| El Indio Investment Corp. |
||
| (Gregory Leia) |
Y |
50,000 |
| Aggregate Pro Group |
||
| Involvement [2 placees] |
P |
300,000 |
| Finder's Fee: |
EMD Financial Inc. - $30,600 cash and 510,000 finder's warrants. Each finder warrant is exercisable at a price of $0.09 per share for a period of two years. |
|
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.
________________________________________
KELSO TECHNOLOGIES INC. ("KLS")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
The Issuer has declared the following dividend(s):
| Dividend per Share: |
US$0.01 |
| Payable Date: |
April 30, 2014 |
| Record Date: |
April 15, 2014 |
| Ex-Dividend Date: |
April 11, 2014 |
________________________________________
MASON GRAPHITE INC. ("LLG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, April 3, 2014, shares of the Company resumed trading, an announcement having been made.
________________________________________
NORTHERN ASPECT RESOURCES LTD. ("NTH.H")
[formerly Northern Aspect Resources Ltd. ("NTH.P")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
In accordance with TSX Venture Exchange Policy 2.4, Capital Pool Companies, the Company had not completed a qualifying transaction within the prescribed time frame. Therefore, effective Friday, April 4, 2014, 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 Calgary to NEX.
As of April 4, 2014, 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 NTH.P to NTH.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 bulletin dated December 31, 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.
_______________________________________________
OREX MINERALS LTD. ("REX")
BULLETIN TYPE: Private Placement-Brokered, Correction
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated April 2, 2014, the Agent's Fee should have read as follows:
| Agent's Fee: |
$298,060 plus agent's options to acquire 1,192,240 shares at a price of $0.25 per share until March 24, 2016 is payable to M Partners Inc. |
All other details remain unchanged.
________________________________________
PACIFIC BAY MINERALS LTD. ("PBM")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,250,000 shares to settle outstanding debt of $212,500.
| Number of Creditors: |
five Creditors |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| David H. Brett |
Y |
$40,000 |
$0.05 |
800,000 |
| Guilford H. Brett |
Y |
$115,000 |
$0.05 |
2,300,000 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
PAN AMERICAN FERTILIZER CORP. ("PFE")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,184,999 shares and to settle outstanding debt of $213,300.
| Number of Creditors: |
4 Creditors |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| Michele McLauglin |
Y* |
$37,500 |
$0.18 |
208,333 |
*Debt assigned from insider Randy Wright
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
ROCKHAVEN RESOURCES LTD. ("RK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 25, 2014:
| Number of Shares: |
15,000,000 flow through shares |
|
| 2,666,666 non-flow through shares |
||
| Purchase Price: |
$0.18 per flow through share |
|
| $0.15 per non-flow through share |
||
| Warrants: |
7,500,000 share purchase warrants attached to flow through shares to purchase 7,500,000 shares |
|
| 1,333,333 share purchase warrants attached to non-flow through shares to purchase 1,333,333 shares |
||
| Warrant Exercise Price: |
$0.30 for a one year period |
|
| Number of Placees: |
64 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Strategic Metals Ltd. |
Y |
5,300,000 f/t |
| ECEE Money Limited |
||
| (W. Douglas Eaton) |
Y |
3,000,000 f/t |
| Matthew Turner |
Y |
100,000 f/t |
| Glenn R. Yeadon |
Y |
100,000 f/t |
| Larry Donaldson |
Y |
280,000 f/t |
| Bruce A. Youngman |
Y |
100,000 f/t |
| Robert A. Carne |
Y |
300,000 f/t |
| Richard Drechsler |
Y |
30,000 f/t |
| Richard Graham |
Y |
100,000 f/t |
| David Skoglund |
Y |
100,000 f/t |
| Aggregate Pro-Group |
||
| Involvement [3 placees] |
P |
1,050,000 f/t |
| Finder's Fee: |
Raymond James Ltd. receives $34,367.99 and 200,467 non-transferable warrants, each exercisable at a price of $0.30 per share for a one year period. |
|
| PI Financial Corp. receives $2,160.00 and 12,000 non-transferable warrants, each exercisable at a price of $0.30 per share for a one year period. |
||
| Macquarie Capital Markets Canada Ltd. receives $23,760.00 and 132,000 non-transferable warrants, each exercisable at a price of $0.30 per share for a one year period. |
||
| Canaccord Genuity Corp. receives $1,954.80 and 10,860 non-transferable warrants, each exercisable at a price of $0.30 per share for a one 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.]
________________________________________
SOUTHTECH CAPITAL CORPORATION ("STU.P")
BULLETIN TYPE: Notice – QT Not Completed – Approaching 24 Months of Listing
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
The shares of the Company were listed on TSX Venture Exchange on May 3, 2012. The Company, which is classified as a Capital Pool Company ('CPC'), is required to complete a Qualifying Transaction ('QT') within 24 months of its date of listing, in accordance with Exchange Policy 2.4.
The records of the Exchange indicate that the Company has not yet completed a QT. If the Company fails to complete a QT by its 24-month anniversary date of May 5, 2014, the Company's trading status may be changed to a halt or suspension without further notice, in accordance with Exchange Policy 2.4, Section 14.6.
________________________________________
THE WESTAIM CORPORATION ("WED")
BULLETIN TYPE: Halt
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Effective at 10:59 a.m., PST, April 3, 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.
________________________________________
TRANSEURO ENERGY CORP. ("TSU")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 28, 2014:
| Number of Shares: |
12,500,000 shares |
| Purchase Price: |
$0.05 per share |
| Number of Placees: |
1 placee |
Note: This issuance represents a drawdown of the share purchase agreement with YA Global Master SPV Ltd. announced March 26, 2013.
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.
________________________________________
TRIOX LIMITED ("TTL.P")
BULLETIN TYPE: Halt
BULLETIN DATE: April 3, 2014
TSX Venture Tier 2 Company
Effective at 12:23 p.m., PST, April 3, 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.
________________________________________
WELLGREEN PLATINUM LTD. ("WG")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: April 3, 2014
TSX Venture Tier 1 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
| # of Warrants: |
2,533,604 |
| Original Expiry Date of Warrants: |
July 31, 2014 |
| New Expiry Date of Warrants: |
September 29, 2016 |
| Exercise Price of Warrants: |
$2.00 |
These warrants were issued pursuant to a private placement of 5,067,208 shares with 2,533,604 share purchase warrants attached, which was accepted for filing by the Exchange effective August 3, 2012.
Private Placement:
| # of Warrants: |
1,250,000 |
| Original Expiry Date of Warrants: |
August 29, 2014 |
| New Expiry Date of Warrants: |
September 29, 2016 |
| Exercise Price of Warrants: |
$2.00 |
These warrants were issued pursuant to a private placement of 2,500,000 shares with 1,250,000 share purchase warrants attached, which was accepted for filing by the Exchange effective August 29, 2012.
________________________________________
NEX COMPANIES:
AINTREE RESOURCES INC. ("AIN.H")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: April 3, 2014
NEX Company
Further to TSX Venture Exchange Bulletin dated May 22, 2012, the Company has applied for reinstatement to trading.
Effective at the opening, Friday, April 4, 2014, trading will be reinstated in the securities of the Company (CUSIP 00905Q 10 8).
_______________________________________
TWEED MARIJUANA INC. ("TWD")
[formerly LW Capital Pool Company. ("LWI.H")]
BULLETIN TYPE: Qualifying Transaction-Completed, Symbol Change, Name Change, Consolidation, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: April 3, 2014
NEX Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated March 25, 2014. As a result, at the opening on Friday, April 4, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the arm's length acquisition of Tweed Inc. ("Tweed"), completed on April 1, 2014 pursuant to the terms of the acquisition agreement entered into among the Company, Tweed and 2405882 Ontario Inc., a wholly-owned subsidiary of the Company, dated March 18, 2014, pursuant to which the Company acquired all of the issued and outstanding shares of Tweed in exchange for 33,618,108 Company shares. In addition, 2,980,054 common shares of the Company have been reserved for options and warrants issued to the holders of Tweed options and warrants.
The Exchange has been advised that the above transaction has been completed. For further information, please refer to the Company's Filing Statement dated March 25, 2014, available on SEDAR.
Symbol Change
Effective at the opening, Friday, April 4, 2014, the trading symbol for the Company will change from LWI.H to TWD.
Name Change
Pursuant to the articles of amendment dated March 26, 2014, the Company has changed its name to Tweed Marijuana Inc.
Consolidation
Pursuant to a special resolution passed by shareholders on February 20, 2014, the Company has consolidated its capital on a (five) 5 old for (one) 1 new basis.
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, April 4, 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, April 4, 2014, the trading symbol for the Company will change from LWI.H to TWD. The Company is classified as an 'All Other Miscellaneous Crop Farming' company.
Resume Trading
Further to TSX Venture Exchange's Bulletins dated January 2, 2014 and March 31, 2014, effective at the open on Friday, April 4, 2014, trading in the shares of the Company will resume.
| Corporate Jurisdiction: |
Ontario |
|
| Capitalization: |
Unlimited |
shares with no par value of which |
| 35,070,108 |
shares are issued and outstanding |
|
| Escrow: |
12,166,603 |
common shares; and |
| 255,725 |
options are subject to Tier 2 Value Escrow, |
|
| 450,000 |
remain subject to the existing CPC Escrow Agreement. |
|
| Transfer Agent: |
Olympia Transfer Services Inc. |
|
| Symbol: |
TWD |
(NEW) |
| CUSIP Number: |
901164103 |
(NEW) |
The Company is classified as an 'All other miscellaneous crop farming' company.
| Company Contact: |
Charles Rifici, Chief Executive Officer |
| Company Address: |
1 Hershey Drive, Smiths Falls, ON, K7A 0A8 |
| Company Phone Number: |
855-558-9333 ext 100 |
| Company E-Mail Address: |
|
| Company Website Address: |
www.Tweed.com |
________________________________
ZIPLOCAL INC. ("ZIP.H")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment, Remain Halted
BULLETIN DATE: April 3, 2014
NEX Company
TSX Venture Exchange has accepted for filing amending documentation with respect to the extension of expiry date of the debentures for the Non-Brokered Private Placement originally announced January 20, 2012, August 16, 2012 and October 18, 2012 and April 2, 2014:
| Convertible Debentures |
$760,000. Comprised of 760 $1,000 units. |
| $250,000. Comprised of 250 $1,000 units. |
|
| Conversion Price: |
Each Unit consists of a 10% unsecured convertible debenture (the "Debenture") in the principal amount of $1,000 and 10,000 warrants The outstanding principal and accrued interest on, the Debentures will be convertible at the holder's option into common shares at a conversion price of $0.10 per common share. |
The Debentures will automatically convert into common shares 10 business days after the consolidation of all the issued and outstanding common shares on the proposed basis of one common share for a minimum of every 10 common shares then issued and outstanding at a conversion price equal to the greater of: (i) $0.10 per common share and (ii) the average trading price of the common shares over a five day trading period immediately following the consolidation.
| Original Maturity date: |
April 5, 2014 |
|
| New Maturity date: |
April 5, 2017 |
|
| Warrants |
Each warrant is exercisable into a common share at $0.15 per share for a period of one year. |
|
| Interest rate: |
10% per annum |
|
| Number of Placees: |
22 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
Principal Amount |
| Brilliant Orange Ltd. |
Y |
$250,000 |
| JL Albright IV Venture Fund |
Y |
$200,043 |
| JL Albright IV Parallel Venture Fund |
Y |
$39,618 |
| JL Albright IV Parallel II Venture Fund |
Y |
$10,339 |
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).
Remain Halted
Further to the TSX Venture Exchange ('TSXV') Bulletin dated September 26, 2013, effective at 6:10 a.m., September 26, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding a Change of Business and/or Reverse Take-Over pursuant to TSXV Listings Policy 5.2. 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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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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