TSX Venture Exchange Daily Bulletins

VANCOUVER, Jan. 2, 2015 /CNW/ -

TSX VENTURE COMPANIES:

ARPETROL LTD. ("RPT")
BULLETIN TYPE:  Normal Course Issuer Bid
BULLETIN DATE:  January 2, 2015
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 December 30, 2014, it may repurchase for cancellation, up to 1,822,521 shares in its own capital stock.  The purchases are to be made through the facilities of TSX Venture Exchange during the period January 6, 2015 to January 5, 2016.  Purchases pursuant to the bid will be made by Raymond James Ltd. on behalf of the Company.

                                           ________________________________________

BAYFIELD VENTURES CORP. ("BYV")
BULLETIN TYPE:  Plan of Arrangement, Delist
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with the arrangement agreement dated November 10, 2014 (the "Arrangement Agreement") between Bayfield Ventures Corp. ("Bayfield") and New Gold Inc. ("New Gold"). Pursuant to the Arrangement Agreement, each Bayfield common share was exchanged for 0.0477 of one common share in the capital of New Gold.

The Exchange has been advised that approval of the Arrangement Agreement by shareholders of Bayfield was received at a meeting of the shareholders held on December 29, 2014 and that approval of the Arrangement Agreement was received from the Supreme Court of British Columbia on December 30, 2014. The full particulars of the Arrangement Agreement are set forth in Bayfield's Information Circular dated November 27, 2014 which is available under Bayfield's profile on SEDAR.

Bayfield and New Gold closed the arrangement on January 1, 2015.

Delisting:

In conjunction with the closing of the arrangement, Bayfield has requested that its common shares be delisted. Accordingly, effective at the close of business, Friday, January 2, 2015, the common shares of Bayfield will be delisted from the Exchange.

Insider / Pro Group Participation:  None

________________________________________

BNP RESOURCES INC. ("BNX.H")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: January 2, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for the Company's proposed shares for debt application to issue up to 184,023 Class A common shares of the Company ("Shares") at a price of $0.05 per Share to settle trade payables in an amount of $9,201.15.

Number of Creditors:

1 Creditor

No Insider / Pro Group Participation      

For further information please refer to the Company's press release dated November 15, 2013.

________________________________________

DARNLEY BAY RESOURCES LIMITED ("DBL")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to a letter agreement (the "Agreement") dated November 6, 2014 between Eastmain Resources Inc. (the "Vendor") and Darnley Bay Resources Limited (the "Company").  Pursuant to the Agreement, the Company has shall acquire an option for a 50% interest in the Lac Lessard project, located within the James Bay Mining District of Northern Quebec.

As consideration, the Company shall issue 1,500,000 common shares, pay an aggregate of $200,000 and make exploration expenditures aggregating 750,000 on the property.

For more information, refer to the Company's news release dated November 19, 2014.

________________________________________

DELTA GOLD CORPORATION ("DLT")
BULLETIN TYPE:  Regional Office Change, Remain Halted
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and accepted the change of the Filing and Regional Office from Toronto to Vancouver.

________________________________________

DELTA GOLD CORPORATION ("DLT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

Further to TSX Venture Exchange Bulletins dated April 24, 2014 and May 14, 2014, and the Company press release dated December 30, 2014, effective at the open Monday, January 5, 2015, the common shares of the Company will resume trading, its proposed Reverse Takeover having been terminated.

________________________________________

FRANKLY INC. ("TLK")
[Formerly: WB III Acquisition Corp. ("WXX.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement–Brokered, Name Change and Consolidation, Company Tier Reclassification, Resume Trading
BULLETIN DATE: January 2, 2015
TSX Venture Tier 2 Company

The common shares of the Company have been halted from trading since September 30, 2014, pending completion of a Qualifying Transaction (the "QT"). 

TSX Venture Exchange has accepted for filing the Company's QT described in its filing statement dated December 19, 2014.  As a result, at the opening on Monday, January 5, 2015, the Company will no longer be considered a Capital Pool Company and trading in the shares of the Company will resume. 

Pursuant to a merger agreement dated December 8, 2014, WB III Subco Inc., a wholly-owned subsidiary of the Company, merged into Frankly Co., formerly named TicToc Planet, Inc. ("TicToc"). The QT was structured as a reverse triangular merger and as a result, Frankly Co. became a wholly-owned subsidiary of the Company.  The Resulting Issuer issued to the holders of TicToc shares (including holders of TicToc shares pursuant to the Private Placement described below), 20,957,606 post-consolidation voting common shares in the capital of the Resulting Issuer and 362,401 Resulting Issuer restricted voting common share.   Each Resulting Issuer restricted voting common share is exchangeable into voting common shares on a 1 for 1 basis for no additional consideration.

Private Placement – Brokered

Before the closing of the QT, Frankly Co. completed a private placement of subscription receipts which were exchanged into the following post-consolidation securities in the Resulting Issuer

Number of Shares:	8,596,700 common shares
Purchase Price:	$3.05 per common share
Number of Placees:	161 placees

Insider / Pro Group Participation:

	Insider=Y /
Name	ProGroup=P	# of Shares
Terei International Ltd.	Y	246,500
Justley Capital Corporation	Y	33,000
Ron Schmeichel	Y	82,500

Agent's Fee:     $1,573,196 together with options to purchase 515,802 common shares of the Resulting Issuer at an exercise price of $3.05 until June 23, 2016 were paid to Beacon Securities Limited and Cormark Securities Inc.

Name Change and Consolidation

Pursuant to a resolution passed by shareholders at a Special Meeting of Shareholders on December 10, 2014, the Company has consolidated its capital on a 20.333 old for one (1) new basis.  The name of the Company has also been changed to "Frankly Inc.".

Effective at the opening on Monday, January 5, 2015, the common shares of Frankly Inc. will commence trading on TSX Venture Exchange, and the common shares of WB III Acquisition Corp. will be delisted.  The Company is classified as an 'Internet publishing and broadcasting and web search portal' company.

Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective January 5, 2015, the Company's Tier classification will change from Tier 2 to:

Classification

Tier 1

Resume Trading

Further to the TSX Venture Exchange bulletins dated September 30, 2014 and December 22, 2014, effective at the opening on Monday, January 5, 2015, the common shares of Frankly Inc. will commence trading on TSX Venture Exchange, and the common shares of WB III Acquisition Corp. will be delisted.

The Company is classified as an 'Internet publishing and broadcasting and web search portal' company.

Post – Consolidation

 

________________________________

GTA RESOURCES AND MINING INC. ("GTA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

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

Number of Shares:	1,000,000 common shares
Purchase Price:	$0.05 per share
Warrants:	1,000,000 share purchase warrants attached to purchase 1,000,000 shares
Warrant Exercise Price:	$0.08 for a one year period
Number of Placees:	1 placee

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).  Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche of a Non-Brokered Private Placement announced July 25, 2014 and November 19, 2014:

Number of Shares:	125,000 flow through shares
Purchase Price:	$0.12 per share
Warrants:	125,000 share purchase warrants to purchase 125,000 shares
Warrant Exercise Price:	$0.18 for a one year period
Number of Placees:	1 placee
Finder's Fee:	$1,125 payable to Fidel F.M. Thomas

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.

________________________________________

MAXIM RESOURCES INC. ("MXM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 29, 2014:

Number of Shares:	4,678,000 shares
Purchase Price:	$0.125 per share
Warrants:	4,678,000 share purchase warrants to purchase 4,678,000 shares
Warrant Exercise Price:	$0.125 for a two year period
Number of Placees:	15 placees
Finder's Fee:	an aggregate of $11,440, plus 10,000 finders warrants, each exercisable into one common share at a price of $0.125 for a period of two years, payable to John Mahoney, PI Financial Corp. and James Cromwell

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).  Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

NEVADA CLEAN MAGNESIUM INC. ("NVM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

Effective at 12:48 p.m. PST, January 2, 2015, 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.

________________________________________

SAN MARCO RESOURCES INC. ("SMN")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders on December 22, 2014, the Company has consolidated its capital on a five (5) old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening on Monday, January 5, 2015, the common shares of San Marco Resources Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Junior Natural Resource - Mining' company.

Post - Consolidation
Capitalization:	Unlimited	shares with no par value of which
12,238,712   shares are issued and outstanding
Escrow	Nil	shares
Transfer Agent:	Computershare Trust Company of Canada
Trading Symbol:	SMN	(UNCHANGED)
CUSIP Number:	798738 20 9	(NEW)

 

________________________________________

STANDARD TOLLING CORP. ("TON")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 2 Company

Property-Asset or Share Purchase Agreement

TSX Venture Exchange (the 'Exchange') has accepted for filing documentation pertaining to a share purchase and debt assignment agreement dated December 24, 2014 (the 'Agreement'), among Standard Tolling Corp. (the 'Company'), Grupo Alta S.A.C, Alta Mining S.A., Michael Wayne Crow (the 'Vendor'), the Dunross Investments Trust, Mineros Unidos Del Peru S.A. and Minera La Quinua S.A.C. ('Quinua') 

Pursuant to the Agreement, the Company will acquire the all the common shares of Quinua. Quinua holds a gold processing plant (the 'Plant') located near the city of Huamachuco in Northern Peru.

Under the terms of the Agreement, consideration to acquire a 100% interest in Quinua is as follows:

• On closing, issue the Vendor 2,500,000 common shares in the Company;
• On closing, issue to the Vendor an unsecured, non-interest bearing promissory note for $250,000 payable within two years from closing; and
• On closing, assume third-party debts aggregating US$1,325,000, bearing interest at the rate of 12% a year and payable by December 31, 2015. The holders of the third-party debts will be issued an aggregate of 150,000 share purchase warrants entitling the holder to purchase one common share of the Company at a price of $0.12 for a period of three years from closing the acquisition and subject to certain acceleration clauses.

Insider / Pro Group Participation:  Not applicable.

For additional information please refer to the Company's news releases dated September 22, 2014, October 20, 2014 and December 24, 2014.

Private Placement-Non-Brokered

The Exchange has also accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 24, 2014 and November 20, 2014:

Number of Shares:	26,425,000 shares
Purchase Price:	$0.10 per share
Warrants:	26,425,000 share purchase warrants to purchase 26,425,000 shares
Warrant Exercise Price:	$0.15 for a five year period, subject to an accelerated expiry
Number of Placees:	83 placees

Insider / Pro Group Participation:

		Insider=Y /
Name		ProGroup=P	# of Shares
Golden Oak Corporate Services (Doris Meyer)		Y	250,000
Aggregate Pro Group Involvement		P	3,319,500
	[8 placees]
Finder's Fee:		200,000 units issuable to Delbrook Capital Advisors Inc.
		228,000 warrants issuable to Haywood Securities Inc.
		225,440 units issuable to John Martin
		224,000 warrants issuable to Raymond James Ltd.
		8,000 units issuable to Sascha Opel
		1,158,255 warrants issuable to Medalist Capital Ltd.
		20,000 units issuable to Wolverton Securities
		20,000 warrants issuable to Integral Wealth Management

(All securities issuable to finders are on the same terms as the financing)

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.

Resume Trading

Effective at the opening on Monday, January 5, 2015, trading in the shares of the Company will resume.

________________________________________

UNISERVE COMMUNICATIONS CORPORATION ("USS")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 2, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 15,180,070 shares to settle outstanding debt for $870,114.76.

Number of Creditors:

26 Creditors

Insider / Pro Group Participation:

	Insider=Y /	Amount	Deemed Price
Creditor	Progroup=P	Owing	per Share	# of Shares
Goldstone Capital Inc.	Y	$3,000	$0.05	60,000

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

________________________________________

NEX COMPANIES

UNIQUE BROADBAND SYSTEMS, INC. ("UBS.H")
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 2, 2015
NEX Company

Effective at 6:44 a.m., PST, January 2, 2015, 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.

________________________________________

UNIQUE BROADBAND SYSTEMS, INC. ("UBS.H")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  January 2, 2015
NEX Company

Further to the Company's press release and the TSX Venture Exchange ('TSXV') Bulletin both dated January 2, 2015, trading in the shares of the Company will remain halted for failure to maintain Exchange requirements, the Company having less than 3 directors.

________________________________________

SOURCE TSX Venture Exchange

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