TSX Venture Exchange Daily Bulletins

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TSX Venture Exchange

Mar 09, 2016, 16:56 ET

VANCOUVER, March 9, 2016 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  March 8, 2016
TSX Venture Companies

A  Cease Trade Order has been issued by the British Columbia Securities Commission on March 8, 2016 against the following companies for failing to file the documents indicated within the required time period:

Symbol        

Tier        

Company                                         

Failure to File                                                             

Period





Ending





(Y/M/D)

BRS              

2

BRS Resources Ltd.                       

Annual audited financial statements              

2015/10/31



as required under Part 4 of National                



Instrument 51-102 Continuous                          



Disclosure Obligations (NI 51-102),                   



and a Form 51-102F1                                           



Management's Discussion and                         





Analysis as required                                           





under Part 5 of NI 51-102                                    







CDX              

2

Cassidy Gold Corp                          

annual audited financial statements                

2015/10/31



as required under Part 4 of National                 



Instrument 51-102 Continuous                           





Disclosure Obligations (NI 51-102), and             



a Form 51-102F1 Management's                          



Discussion and Analysis as required                 





under Part 5 of NI 51-102                                       





CPL               

2

Copper Lake Resources Ltd.        

Annual audited financial statements               

2015/10/31



as required under Part 4 of National                





Instrument 51-102 Continuous                           





Disclosure Obligations (NI 51-102),                     





and a Form 51-102F1 Management's                  





Discussion and Analysis as required                   



under Part 5 of NI 51-102                                        

Upon revocation of the  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 companies during the period of the suspension or until further notice.

________________________________________

ALEXANDRA CAPITAL CORP. ("AXC")
BULLETIN TYPE:  Delist
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Effective at the close of business March 9, 2016, the common shares will be delisted from TSX Venture Exchange at the request of the Company.

The Company will continue to trade on CSE .

________________________________________

AMERICAN CREEK RESOURCES LTD ("AMK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 1, 2016:

Number of Shares:                                   

5,000,000 Common Shares Units ("Units"). Each Unit consists of one common share ("Share") and one common share purchase warrant ("Warrant"), exercisable for twenty four months.



Purchase Price:                                        

$0.05 per Unit


Warrants:                                                  

5,000,000


Warrant Exercise Price:                             

$0.08


Number of Placees:                                    

5 Placees


Insider / Pro Group Participation:               

None


Finder's Fee:                                              

None

________________________________________

CANYON COPPER CORP. ("CNC")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: March 9, 2016
TSX Venture Tier 2 Company

The TSX Venture Exchange Inc. (the "Exchange") has accepted documentation in connection with a property option agreement (the "Agreement") dated February 29, 2016 between Canyon Copper Corp.  ("Canyon") and Crown Mining Corp. ("Crown").  Under the Agreement, Crown may acquire a 100% interest in the Moonlight Property by paying Canyon a total of CAD$375,000 and issuing a total of 3,750,000 common shares of Crown by the third anniversary of Exchange approval of the Agreement. During the term of the option, Crown will also be responsible for all BLM filing fees for the claims that comprise the Moonlight Property. The closing of the transaction will be subject to the existing advanced royalty holders on the Moonlight Property (the "Advanced Royalty Holders") approving the: (i) elimination of the advanced royalty payments, (ii) an increase in each of the Advance Royalty Holder's net smelter returns from 1.0% to 1.25%, and (iii) the issuance of 300,000 common shares of Crown to each of the Advance Royalty Holders.

For further information see Canyon's news release dated February 29, 2016 which is available under its profile on SEDAR.

Insider / Pro Group Participation:  Nil

________________________________________

DETECTOR EXPLORATION LTD. ("DEX.H")
[formerly Detector Exploration Ltd. ("DEX")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Suspend
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Further to the Notice of Receiver that was received on March 8, 2016 and the TSX Venture Exchange ('TSXV') Bulletin dated March 8, 2016, effective at the opening Thursday, March 10, 2016, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements.

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier  company.  Therefore, effective March 10, 2016, 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 March 10, 2016, 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 DEX to DEX.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.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice

________________________________________

ELY GOLD & MINERALS INC. ("ELY")
BULLETIN TYPE: Resume Trading, Reviewable Transaction-Announced
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Effective at the open, Thursday, March 10, 2016, trading in the Company's shares will resume.

This resumption of trading does not constitute acceptance of the Fundamental Acquisition announced on February 26, 2016, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance.  There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance.  SHOULD THIS OCCUR, A TRADING HALT MAY BE RE-IMPOSED.

________________________________________

ENERGOLD DRILLING CORP. ("EGD")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to a Share Purchase Agreement (the "Agreement") dated March 4, 2016 between an arm's length party (the "Vendor") and Energold Drilling Corp. (the "Company").  Pursuant to the Agreement, the Company has acquired all the issued and outstanding shares of K&D Hamel Holdings Ltd., which is a horizontal directional driller servicing the telecommunications, water, sewage, hydro and oil and gas markets in central Canada.

In consideration the Company shall pay an aggregate of up to $5,908,000 over a three year period.  The Company may pay an additional of up to $531,666 per year for the three year period as performance incentive based on certain growth metrics.

Further, the Company shall pay finders' fees of approximately $120,000 upon closing plus up to an additional $8,000 per year over the three year period to Osprey Capital Partners Inc.

For more information, refer to the Company's news releases dated March 7, 2016.

________________________________________

GOLDEN PREDATOR MINING CORP. ("GPY")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a share purchase agreement dated March 1, 2016 (the 'Agreement') between the Company and Alexco Resource Corp. (the 'Vendor'). Pursuant to the terms of the Agreement, the Company will acquire 50,000 freely tradeable shares of Till Capital Ltd. By way of consideration, the Company will issue 1,875,000 units to the Vendor. Each unit consists of one common share and one share purchase warrant, each warrant exercisable at $0.15 for two years.

Please refer to the Company's news release dated March 3, 2016 for further details.

________________________________________

GREENSPACE BRANDS INC. ("JTR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement"), originally dated December 16, 2015 and futher amended on January 12 and January 20, 2016, between GreenSpace Brands Inc. (the "Company") and several arm's length parties (collectively, the "Vendors"), whereby the Company has acquired 70% of the issued and outstanding shares of Central Roast Inc. – a natural foods company located in Ontario, Canada.

On closing, aggregate cash consideration of approximately $7,500,000, $1,110,000 in vendor take-back loans, 3,333,333 common shares of the Company and 1,666,667 common share purchase warrants, exercisable in common shares of the Company at $1.20 per share for a three year period was issued to the Vendors for the initial 70% interest.

Under the terms of the Agreement, and thirteen (13) months from closing, further cash consideration of $3,600,000, $792,000 in common shares and $108,000 in common share purchase warrants will be issued to the Vendors for the remaining 30% interest.

For further details, please refer to the Company's news releases dated December 16, 2015, January 12, 2016, January 20, and February 25, 2016.

________________________________________

HIGHBANK RESOURCES LTD. ("HBK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 17, 2016:

Number of Shares:                                        

1,307,250 shares



Purchase Price:                                             

$0.08 per share



Warrants:                                                      

1,307,250 share purchase warrants to purchase 1,307,250 shares



Warrant Exercise Price:                                 

$0.15 for a one year period




$0.20 in the second year



Number of Placees:                                       

8 Placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                             

ProGroup=P                                                                                               

# of Shares

William Loucks                                               

Y                                                                                                                         

500,000

The Company issued news releases on February 22, 2016 and March 9, 2016 confirming closing of the private placement. 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 SOFTROCK OIL COMPANY LIMITED ("SOF")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 200,000 shares to settle outstanding debt for $35,000 related to settlement of outstanding consulting fees.

Number of Creditors:                           

2 Creditors







Insider / Pro Group Participation:











Insider=Y /    

        Amount

         Deemed Price


Creditor                                             

Progroup=P  

           Owing

                per Share

           # of Shares





Nadyne McArdle                                 

Y                    

$10,000

$0.10

100,000

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

________________________________________

PARK LAWN CORPORATION ("PLC")("PLC.R")
BULLETIN TYPE: Halt, Delisting-Equity Subscription Receipts
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 1 Company

Reference is made to TSX Venture Exchange ("TSXV") Bulletin dated December 21, 2015.

In connection with the closing of Park Lawn Corporation's (the "Company") acquisition of the Midwest Memorial Group, LLC (the "Acquisition") which occurred on or about 12:00 p,m. Tuesday, March 8, 2016, the subscription receipts (Symbol: PLC.R) of the Company (the "Subscription Receipts")  will be delisted at the close of business on Tuesday, March 9, 2016.

These actions have resulted from the TSXV receiving confirmation of the satisfaction or waiver of each of the conditions precedent to the closing of the Acquisition.

Accordingly: (a) one common share of the Company (a "Common Share") will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof; (b) an amount per Subscription Receipt equal to the per-share cash dividends declared by the Company on the Common Shares to holders of record on a date during the period that the Subscription Receipts are outstanding, net of any applicable withholding taxes, will become payable in respect of each Subscription Receipt; and (c) the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company for the purposes of completing the Acquisition. 

The Subscription Receipts (Symbol: PLC.R) have been halted from trading and will remain halted until they are delisted at the close of business on Tuesday, March 9, 2016.

For more information, please see the Company's short-form prospectus dated December 15, 2015 filed on SEDAR.

________________________________________

SOCIETE D' EXPLORATION MINIERE VIOR INC. ("VIO")
BULLETIN TYPE:  Halt
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Effective at 4:51 a.m. PST, March 9, 2016, 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.

________________________________________

SOCIETE D' EXPLORATION MINIERE VIOR INC. ("VIO")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Effective at 7:15 a.m. PST, March 9, 2016, shares of the Company resumed trading, an announcement having been made.

________________________________________

VAXIL BIO LTD. ("VXL")
[formerly Emerge Resources Corp. ("EME")]
BULLETIN TYPE:  Reverse Takeover-Completed, Private Placement-Brokered, Name Change and Consolidation, Symbol Change, Resume Trading
BULLETIN DATE: March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Emerge Resources Corp. (the "Company" - now "Vaxil Bio Ltd.") Reverse Takeover (the "RTO") and related transactions, all as principally described in its information circular dated November 30, 2015 (the "Circular").  The RTO includes the following matters, all of which have been accepted by the Exchange.

Reverse Takeover-Completed

Pursuant to a share exchange agreement, dated November 30, 2015, (the "Agreement") among the Company and Vaxil Bio Ltd. ("Vaxil"), a company incorporated under the laws of the State of Israel, the Company issued 25,000,000 (post-consolidated) common shares to securityholders to acquire 100% of the issued capital of Vaxil.

The Exchange has been advised that the RTO and the related transactions, as indicated below, have received approval from shareholders and have been completed. For additional information please refer to the Filing Statement available under the Company's profile on SEDAR and the Company's news release dated February 29, 2016.

Private Placement-Brokered

Pursuant to the RTO, the Exchange has also accepted for filing documentation with respect to a Brokered Private Placement announced May 26, 2015 and further detailed in the November 30, 2015 Circular:

Number of Shares:                                   

11,601,105 shares


Purchase Price:                                        

$0.23 per share


Warrants:                                                 

11,601,105 share purchase warrants to purchase 11,601,105 shares


Warrant Exercise Price:                            

Each warrant is exercisable for three years. The strike price is $0.31 in year one and $0.36 in years two and three.


Number of Placees:                                   

20 Placees


Insider / Pro Group Participation:


Agent's Fee:                                              

$109,060 and $30,000 work fee to M Partners Inc. $100,685 to Sunel Securities Inc. 453,914 broker options to Foremost Capital Corporation and 474,174 broker options to Sunel Securities Inc. The broker options have an exercise price of $0.23 and expire March 9, 2019.

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.

Name Change and Consolidation, Symbol Change and Resume Trading

Pursuant to a resolution passed by shareholders on January 8, 2016, the Company has consolidated its capital on a two (2) old for one (1) new basis.  The name of the Company has also been changed as follows.

Effective at the opening on Thursday, March 10, 2016, the common shares of Vaxil Bio Ltd. will commence trading on TSX Venture Exchange Inc., and the common shares of Emerge Resources Corp. will be delisted.  The Company is classified as a 'Life Sciences' company.

Post - Consolidation

Capitalization:                                     

Unlimited

shares with no par value of which

46,439,152

shares are issued and outstanding

Escrow:                                             

3,859,200

shares subject to Tier 2 Value Escrow



Transfer Agent:                                      

Computershare Trust Company of Canada

Trading Symbol:                                     

VXL                  

(new)

CUSIP Number:                                      

92243L 10 7     

(new)

________________________________________

VENDOME RESOURCES CORP ("VDR")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated , trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.

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.

________________________________________

WESTHAVEN VENTURES INC. ("WHN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 9, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 16, 2016:

Number of Shares:                                        

6,000,000 shares



Purchase Price:                                             

$0.05 per share



Warrants:                                                      

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



Warrant Exercise Price:                                  

$0.07 for a three year period



Number of Placees:                                       

15 Placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                             

ProGroup=P                                                                                          

# of Shares

D. Grenville Thomas                                      

Y                                                                                                                

1,700,000

Aggregate Pro Group



Involvement [3 Placees]                                  

1,500,000



Finder's Fee:                                                 

$2,000 plus 40,000 warrants is payable to Canaccord Genuity Corp.

$10,000 plus 200,000 warrants is payable to Haywood Securities Inc.

$2,000 plus 40,000 warrants is payable to Global Securities


________________________________________

NEX COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  March 8, 2016
 NEX Company

A  Cease Trade Order has been issued by the British Columbia Securities Commission on March 8, 2016 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)

CC.H            

NEX          

Cascade Resources Ltd.          

Annual audited financial statements            

2015/10/31



as required under Part 4 of National                



Instrument 51-102 Continuous                          



Disclosure Obligations (NI 51-102),                   



and a Form 51-102F1 Management's                



Discussion and Analysis                                     



as required under Part 5 of NI 51-102               

Upon revocation of the  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 companies during the period of the suspension or until further notice.

________________________________________

SOURCE TSX Venture Exchange

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

Organization Profile

TSX Venture Exchange