VANCOUVER, May 27, 2016 /CNW/ -
TSX VENTURE COMPANIES
ARPETROL LTD. ("RPT")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: May 27, 2016
TSX Venture Tier 1 Company
The TSX Venture Exchange (the "Exchange") accepts for filing documentation pursuant Share and Debt Purchase Agreement, (the "Agreement") between the Company and Empresa Nacional Del Petroleo & ENAP SiPetrol Argentina S.A.(collectively the "Purchaser").
As per the terms of the agreement, the Purchaser will acquire all of the shares of ArPetrol International Financial Company Inc. ("AIFC"), the wholly owned subsidiary of the Company which indirectly holds the shares of ArPetrol Argentina S.A. ("AASA"). AASA holds all of the Company's operating assets in Argentina.
The purchase price paid to the Company at the closing of the transaction was US$11,084,232 including the net working capital at closing of the subsidiaries (approximately CAD$14.5 million). In addition, US$2,250,000 of the purchase price has been placed in an escrow account and will be release to the Company on November 19, 2016 provided that no negative adjustments to the working capital calculation or indemnity claims against the Company have arisen.
For further information, see the company's press release dated May 20, 2016.
________________________________________
BELMONT RESOURCES INC. ("BEA")
BULLETIN TYPE: Property-Asset or Share Acquisition Agreement
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange (the 'Exchange') has accepted for filing a property acquisition agreement between Belmont Resources Inc. ("Belmont") and Zimtu Capital Corp. ("Zimtu") dated March 29, 2016 (the "Agreement"). Under the Agreement, Belmont will acquire from Zimtu a 100% interest in the Kibby Basin Property for a payment of one million common shares of Belmont to Zimtu and a $25,000 cash payment. The Kibby Basin Property is subject to a 1.5% NSR. Belmont will have the option to buy back one half of the NSR for $1,000,000.
| Insider / Pro Group Participation: |
Nil |
For further information please refer to Belmont's news release dated March 30, 2016 which is available under Belmont's profile on SEDAR.
________________________________________
CADAN RESOURCES CORPORATION ("CXD")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,492,500 shares and 4,492,500 share purchase warrants at a deemed value of $0.05 per unit to settle outstanding debt for $224,625.
| Number of Creditors: |
4 Creditors |
| Warrants: |
4,492,500 share purchase warrants to purchase 4,492,500 shares |
| Warrant Exercise Price: |
$0.10 for a one year period |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
CARTIER RESOURCES INC. ("ECR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 27, 2016
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the documentation relating to an Arm's Length Agreement dated May 16, 2016, of Cartier Resources Inc. ("Cartier") with Viking Gold Exploration Inc. ("Viking") and Golden Tag Resources Ltd. ("Golden Tag"), in connection with the acquisition by Cartier of the Verneuil West and Verneuil Central properties from Viking and from Golden Tag.
Cartier has agreed to acquire the properties in consideration of an aggregate purchase price of $72,000 to be paid as follows : i) to Viking an amount of $32,000 in cash and the issuance of 100,000 common shares of Cartier at a deemed price of $0.12 per share ($12,000) and ii) to Golden Tag, an amount of $10,000 in cash and the issuance of 150,000 common shares of Cartier at a deemed price of $0.12 per share ($18,000). Viking will retain the following net smelter return royalties (NSR): i) a 0.50% NSR royalty on the Verneuil West Property, half of which (0.25% NSR) that Cartier may repurchase for an amount of $250,000 and a 0.35 % NSR royalty on the Verneuil Central Property, half of which (0.175% NSR) that Cartier may repurchase for an amount of $175,000. Golden Tag will retain a 0.15 % NSR royalty on the Verneuil Central Property, half of which (0.075% NSR) that Cartier may repurchase for an amount of $75,000.
For further information, please refer to the Company's press release dated May 18, 2016.
RESSOURCES CARTIER INC. (« ECR »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actif ou d'actions
DATE DU BULLETIN : Le 27 mai 2016
Société du groupe 1 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents relativement à une convention auprès de personnes sans lien de dépendance datée du 16 mai 2016 de Ressources Cartier inc. (« Cartier ») auprès de Viking Gold Exploration Inc. ("Viking") et de Golden Tag Resources Ltd ("Golden Tag"), relativement à l'acquisition par Cartier des propriétés Verneuil Ouest et Verneuil Central.
Cartier a convenu d'acquérir les propriétés en contrepartie d'un prix d'acquisition total de 72 000 $ payables comme suit : i) à Viking un montant de 32 000 $ en espèces et l'émission de 100 000 actions ordinaires de Cartier à un prix réputé de 0,12 $ par action (12 000 $) et ii) à Golden Tag, un montant de 10 000 $ en espèces et l'émission de 150 000 actions ordinaires de Cartier à un prix réputé de 0,12 $ par action (18 000 $). Viking retient les redevances suivantes sur le produit net de fonderie ("Net Smelter Return" - NSR) : i) une redevance de 0,50 % NSR sur la propriété Verneuil Ouest, la moitié (0,25 % NSR) étant rachetable pour un montant de 250 000 $ et ii) une redevance de 0,35 % NSR sur la propriété Verneuil Central, la moitié (0,175% NSR) étant rachetable pour un montant de 175 000 $. Golden Tag retient une redevance de 0,15 % NSR sur la propriété Verneuil Central, la moitié (0,075 % NSR) étant rachetable pour un montant de 75 000 $.
Pour plus d'information, veuillez-vous référer au communiqué de presse émis par la société le 18 mai 2016.
________________________________
DECADE RESOURCES LTD. ("DEC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 11,710,288 shares at a price of $0.05 per share to settle outstanding debt for $585.514.40.
| Number of Creditors: |
8 Creditors |
| Insider / Pro Group Participation: |
| Insider=Y / |
Amount |
Deemed Price |
|||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
|
| K-6 Consulting Group Ltd. |
|||||
| (Ed Kruchkowski) |
Y |
$152,770.00 |
$0.05 |
3,055,400 |
|
| Greenback Ventures Ltd. |
|||||
| (Randolph Kasum) |
Y |
$42,600.00 |
$0.05 |
852,000 |
|
| Edward Kruchowski |
Y |
$22,000.00 |
$0.05 |
440,000 |
|
| Sunbeam Drilling Ltd. |
|||||
| (Randolph Kasum and |
|||||
| Ed Kruchkowski) |
Y |
$275,800.00 |
$0.05 |
5,516,010 |
|
| Matrik Consulting Ltd. |
|||||
| (Brian Morrison) |
Y |
$34,650.00 |
$0.05 |
693,000 |
|
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
EAST AFRICA METALS INC. ("EAM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 17, 2016:
| Number of Shares: |
10,000,000 shares |
| Purchase Price: |
$0.10 per share |
| Warrants: |
5,000,000 share purchase warrants to purchase 5,000,000 shares |
| Warrant Exercise Price: |
$0.25 for a two year period |
| Number of Placees: |
31 Placees |
| Insider / Pro Group Participation: |
|
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Peter Granata |
Y |
50,000 |
| Jeffrey Herman Heidema |
Y |
50,000 |
| Janet's Head Holdings Ltd. |
Y |
57,000 |
| Aggregate Pro Group Involvement |
|
| [ 8 Placees] |
1,840,000 |
| Finder's Fee: |
$15,300 plus 153,000 finders warrants to Foster & Associates Financial Services Inc. |
| $3,180 plus 31,800 finders warrants to PI Financial Corp. |
|
| $1,980 plus 19,800 finders warrants to Global Securities Corp. |
|
| $5,658 plus 56,580 finders warrants to Mackie Research Capital Corp. |
|
| $30,000 plus 300,000 finders warrants to Elemental Capital Partners LLP. |
|
| $1,500 plus 15,000 finders warrants to 0978931 BC Ltd. (Michael Wilson) |
________________________________________
EMERITA RESOURCES CORP. ("EMO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 20, 2016:
| Number of Shares: |
19,080,000 shares |
| Purchase Price: |
$0.05 per share |
| Warrants: |
19,080,000 share purchase warrants to purchase 19,080,000 shares |
| Warrant Initial Exercise Price: |
$0.10 |
| Warrant Term to Expiry: |
2 Years |
| Number of Placees: |
49 Placees |
| Finder's Fee: |
| Altus Securities Inc. |
$3,000.00 cash; |
70,000 warrants |
| Canaccord Genuity Corp. |
$2,100.00 cash; |
42,000 warrants |
| Haywood Securities Inc. |
$2,100.00 cash; |
113,400 warrants |
| Foster & Associates Financial Services Inc. |
$350.00 cash; |
7,000 warrants |
| Raymond James Ltd. |
$350.00 cash; |
7,000 warrants |
| Redwood Asset Management Inc. |
$7,000.00 cash; |
140,000 warrants |
| Leede Jones Gable Inc. |
$1,400.00 cash; |
28,000 warrants |
| Finder Warrant Initial Exercise Price: |
$0.10 |
| Finder Warrant Term to Expiry: |
for a period of 24 months from date of closing |
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 above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantees the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
________________________________________
EMPIRE ROCK MINERALS INC. ("EPR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Apr 12, 2016:
| Flow-Through Shares: |
|
| Number of FT Shares: |
2,000,000 flow through shares |
| Purchase Price: |
$0.08 per flow through share |
| Warrants: |
2,000,000 share purchase warrants to purchase 2,000,000 shares |
| Warrant Initial Exercise Price: |
$0.15 |
| Warrant Term to Expiry: |
5 Years |
| Non Flow-Through Shares: |
|
| Number of Non-FT Shares: |
2,000,000 non flow through shares |
| Purchase Price: |
$0.08 per non flow through share |
| Warrants: |
2,000,000 share purchase warrants to purchase 2,000,000 shares |
| Warrant Initial Exercise Price: |
$0.15 |
| Warrant Term to Expiry: |
5 Years |
| Number of Placees: |
7 Placees |
| Insider / Pro Group Participation: |
|
| Insider=Y / |
|||
| Name |
Pro-Group=P |
# of Shares |
|
| 0780996 BC Ltd |
Y |
250,000 |
|
| John Brydle |
|||
| T.A. Tour Advertising and Golf Productions Ltd. |
Y |
250,000 |
|
| Gwen Wegner |
|||
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 above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantees the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
________________________________________
EMPIRE ROCK MINERALS INC. ("EPR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Apr 12, 2016:
| Flow-Through Shares: |
|
| Number of FT Shares: |
2,000,000 flow through shares |
| Purchase Price: |
$0.08 per flow through share |
| Warrants: |
2,000,000 share purchase warrants to purchase 2,000,000 shares |
| Warrant Initial Exercise Price: |
$0.15 |
| Warrant Term to Expiry: |
5 Years |
| Non Flow-Through Shares: |
|
| Number of Non-FT Shares: |
2,000,000 non flow through shares |
| Purchase Price: |
$0.08 per non flow through share |
| Warrants: |
2,000,000 share purchase warrants to purchase 2,000,000 shares |
| Warrant Initial Exercise Price: |
$0.15 |
| Warrant Term to Expiry: |
5 Years |
| Number of Placees: |
7 Placees |
| Insider / Pro Group Participation: |
|
| Insider=Y / |
|||
| Name |
Pro-Group=P |
# of Shares |
|
| 0780996 BC Ltd |
Y |
250,000 |
|
| John Brydle |
|||
| T.A. Tour Advertising and Golf Productions Ltd. |
Y |
250,000 |
|
| Gwen Wegner |
|||
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 above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantees the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
________________________________________
GOLD RESERVE INC. ("GRZ")
BULLETIN TYPE: Halt
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Effective at 8:16 a.m. PST, May 27, 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.
________________________________________
MAINSTREET HEALTH INVESTMENTS INC. ("HLP.U")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, May 27, 2016, shares of the Company resumed trading, an announcement having been made.
________________________________________
MONARQUES GOLD CORPORATION ("MQR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, May 27, 2016, shares of the Company resumed trading, an announcement having been made.
________________________________________
PETRO RIO S.A. ("PRJ")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Pursuant to a Special Resolution passed June 25, 2014, the Company has consolidated its capital on a rate of 5 (five) old common shares for 1 (one) new basis, which also includes the consolidation of the issued and outstanding Global Depositary Shares ("GDSs") of the Company, at a rate of 5 (five) old GDSs for 1 (one) new basis. The rights attributed to the GDS will remain unchanged at 2 GDSs to 1 common share.
The GDSs will commence trading on the amended basis at the opening, Monday, June 13, 2016. The Company is classified as an 'oil and gas exploration and development' company.
| Post - Reorganization |
||
| Capitalization: |
Unlimited |
GDSs with no par value of which |
| 1,615,710 |
GDSs are issued and outstanding |
|
| Escrowed Shares |
Nil |
GDSs |
| Transfer Agent: |
Canadian Stock Transfer Company Inc. |
| Trading Symbol: |
PRJ (unchanged) |
| CUSIP Number: |
71677D203 (new) |
________________________________________
R&R REAL ESTATE INVESTMENT TRUST ("RRR.UN")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: May 27, 2016
TSX Venture Tier 1 Company
TSX Venture Exchange has been advised by the Issuer that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated May 26, 2016, it may repurchase for cancellation, up to 1,000,000 units in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange during the period June 1, 2016 to May 31, 2016. Purchases pursuant to the bid will be made by on behalf of the Issuer.
________________________________________
RELIANT GOLD CORP. ("REC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 16, 2016:
| Number of Shares: |
600,000 shares |
| Purchase Price: |
$0.05 per share |
| Warrants: |
600,000 share purchase warrants to purchase 600,000 shares |
| Warrant Exercise Price: |
$0.05 for a five year period |
| Number of Placees: |
2 placees |
| Insider / Pro Group Participation: |
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Kabir Ahmed |
Y |
200,000 |
| Dezso Farkas |
Y |
400,000 |
For further details, please refer to the Company's news release dated May 26, 2016.
________________________________________
SECOVA METALS CORP. ("SEK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 14, 2016:
| Number of Shares: |
4,000,000 shares |
| Purchase Price: |
$0.05 per share |
| Number of Placees: |
5 Placees |
| Insider / Pro Group Participation: |
|
| Insider=Y / |
|||
| Name |
ProGroup=P |
# of Shares |
|
| Delbrook Resource Opportunities Fund |
|||
| (Matthew Zablowski) |
Y |
1,700,000 |
|
| Finder's Fee: |
$6,800 and 136,000 non-transferable warrants payable to Delbrook Capital Advisors Inc. Each warrant is exercisable for one share at a price of $0.05 per share for a one year period. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s) on April 19, 2016.
________________________________________
SUPERIOR COPPER CORPORATION ("SPC")
BULLETIN TYPE: Halt
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Effective at 1:03 p.m. PST, May 26, 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.
________________________________________
TERRAX MINERALS INC. ("TXR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 12, 2016, May 2, 2016, May 9, 2016 and May 13, 2016:
| Number of Shares: |
2,748,000 flow through shares |
| 6,035,000 non flow through shares |
|
| Purchase Price: |
$0.40 per flow through share |
| $0.35 per non flow through share |
|
| Warrants: |
3,017,500 share purchase warrants to purchase 3,017,500 shares |
| Warrant Exercise Price: |
$0.50 for a three year period |
| Number of Placees: |
24 Placees |
| Insider / Pro Group Participation: |
|
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group Involvement |
||
| [ 2 Placees] |
313,000 flow through |
|
| Finder's Fee: |
$41,160 plus 30,000 finders warrants is payable to Oberon Capital Corporation |
| $15,012 plus 110,430 finders warrants is payable to Eventus Capital Corp. |
|
| $3,480 plus 8,700 finders warrants is payable to MacDougall, MacDougall & MacTier Inc. |
|
| $2,400 plus 6,000 finders warrants is payable to Canaccord Genuity Corp. |
|
| 18,000 common shares is payable to Peter Vermeulen |
|
| $38,500 is payable to Elemental Captial Partners, LLP |
|
| $47,145 is payable to Canfarm Investments Ltd. |
|
| All finders warrants are exercisable at $0.40 per share for two years. |
________________________________________
TRACKX HOLDINGS INC. ("TKX")
[formerly Cougar Minerals Corp. ("COU")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement – Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Cougar Minerals Corp.'s ("Cougar") (now renamed TrackX Holdings Inc. ("TrackX Holdings")) Reverse Takeover (the "RTO") and related transactions, including the acquisition of all of the issued and outstanding shares of TrackX, Inc. ("TrackX"), all as principally described in Cougar's filing statement dated May 15, 2016 (the "Filing Statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of 100% of the issued and outstanding shares of TrackX, Inc.:
Pursuant to the terms of an acquisition agreement dated February 11, 2016 among Cougar, TrackX, Equita Partners LLC ("Equita") and the shareholders of TrackX, Cougar acquired TrackX by paying the following consideration:
| 1. |
Cash in the aggregate amount of $250,000 to Equita, and two incentive payments of US$100,000 each, to Equita at the one year anniversary date of closing of the RTO and the two year anniversary date of closing of the RTO, but not later than March 31 of each of 2017 and 2018. |
||
| 2. |
13,500,000 Common Shares to Equita in exchange for the delivery to Cougar of all of the issued and outstanding TrackX shares at an exchange ratio of 1:1 common shares for each TrackX share. Each shareholder of TrackX shall be entitled to receive its pro rata proportion of such common shares based on the number of TrackX Shares held. |
||
| 3. |
7,650,000 additional common shares (the "Performance Shares") to Equita upon the satisfaction of certain performance milestones in accordance with the following: |
||
| a. |
2,550,000 Performance Shares upon TrackX generating total revenues of not less than $6,500,000 on or before twelve (12) months following the closing date of the RTO (the "First Performance Date"); |
||
| b. |
1,275,000 Performance Shares upon TrackX generating total revenues of not less than $14,000,000 on or before twelve (12) months following the First Performance Date (the "Second Performance Date"); |
||
| c. |
1,275,000 Performance Shares upon TrackX achieving positive EBITDA of not less than $2,100,000 on or before the Second Performance Date; |
||
| d. |
1,275,000 Performance Shares upon TrackX generating total revenues of not less than $18,000,000 on or before twelve (12) months following the Second Performance Date (the "Third Performance Date"); and |
||
| e. |
1,275,000 Performance Shares upon TrackX achieving positive EBITDA of not less than $2,700,000 on or before the Third Performance Date. |
||
In the event that TrackX's gross revenue or EBITDA, as applicable, for any of the performance periods listed above is 70% or greater of the associated target, the associated Performance Shares will be issued by TrackX Holdings on a pro-rated basis of the associated Performance Shares.
Cougar has entered into a loan agreement with Equita, whereby Cougar agreed to loan Equita up to US$300,000. Interest on monies borrowed by Equita under the loan will be accrued at a rate of LIBOR + 1% and will be due upon the maturity of the loan, which is the third anniversary of the date Equita first borrowed monies under the loan agreement.
TrackX Holdings purchased the Equita Patent (as defined in the Filing Statement) from Equita for a purchase price of US$200,000, with US$50,000 of the purchase price paid on the date of the closing of the offering of TrackX Debentures (secured convertible debentures issued by TrackX bearing a simple interest rate of 8% per annum), and US$10,000 being paid per month for 15 months.
As part of the completion of the RTO, all outstanding TrackX Debentures will be converted into TrackX shares at US$0.10 per TrackX share, and then exchanged for common shares of TrackX Holdings on a one-for-one basis, resulting in the additional issuance of 13,000,000 common shares for the principal amount of the TrackX Debentures. Additionally, interest accruing at a rate of 8% per annum on TrackX Debentures was converted into TrackX shares and exchanged for common shares of TrackX Holdings. A total of 316,392 common shares of TrackX Holdings were issued in respect of accrued interest.
TrackX is a Delaware corporation, is headquartered in Denver, Colorado and has a software development and customer service facility in Ontario, California.
TrackX is a leading provider of RFID (Radio Frequency Identification), GPS and Sensor-enabled Asset Tracking and Inventory Management Solutions to customers across a broad range of industry verticals seeking improved visibility, utilization and analytics pertaining to their high value assets and inventory.
TrackX provides turnkey cloud based software solutions that automate the tracking, monitoring, and management of physical assets. TrackX' s patented software is intended to deliver Return on Investment (ROI) to customers through improved visibility, security and utilization of mobile and fixed assets, enabling them to gain critical insight into the location, condition, availability, history and capital efficiency of their assets. By combining its interoperable software platform with a variety of hardware from leading vendors, TrackX is able to rapidly deploy both integrated systems as well as outsourced managed services that squarely address specific business requirements and operational needs across a wide range of industries.
In connection with the RTO, an arm's length finder's fee of 750,000 shares of TrackX Holdings was paid to Nicholas Ayling and Amanda Lamkin (375,000 shares each).
The Exchange has been advised that the RTO has received shareholder approval and has been completed. For additional information refer to the Filing Statement available under Cougar's profile on SEDAR.
2. Private Placement – Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 16 and March 10, 2016:
| Number of Shares: |
16,800,000 common shares |
| Purchase Price: |
$0.25 per common share |
| Number of Placees: |
135 Placees |
| Agent's Fees: |
Haywood Securities Inc. received $312,250 in sales commissions and a corporate finance fee consisting of 150,000 shares of TrackX Holdings, $30,000 in cash and 1,264,000 common share purchase warrants ("Agent's Warrants"), each exercisable to acquire one common share of TrackX Holdings at a price of $0.25 per common share for 24 months following closing of the private placement. |
| GRF Consulting Corp. received $1,500 in sales commissions and 16,000 Agent's Warrants |
|
| Fenny Bridge Management Corp received $6,000 in sales commissions and 33,000 Agent's Warrants |
|
| 0941504 BC Limited received $6,000 in sales commissions and 33,000 Agent's Warrants |
|
| Insider / Pro Group Participation: |
|
| Gary Bogdanovich |
P |
200,000 |
| SACS Investment Ltd. |
P |
200,000 |
| Bernard Leroux |
P |
300,000 |
| Mark P. Lotz |
Y |
20,000 |
| Caleb Chan |
P |
120,000 |
| Kai-Chen Yang |
P |
8,000 |
| Chris Wardle |
P |
200,000 |
| Graham Saunders |
P |
200,000 |
| Colin Rothery |
P |
400,000 |
| Barbara Langer |
P |
120,000 |
| Sam Scott-Ashe |
P |
40,000 |
| Hagen Ho |
P |
50,000 |
| Aaron Chan |
P |
100,000 |
3. Name Change and Consolidation:
Pursuant to a resolution passed by directors of Cougar on May 5, 2016, Cougar has consolidated its capital on a two (2) old for one (1) new basis. The name of Cougar has also been changed to TrackX Holdings Inc.
Effective at the opening on Monday, May 30, 2016, the common shares of TrackX Holdings Inc. will commence trading on the Exchange, and the common shares of Cougar will be delisted. The Company is classified as a 'Technology' company.
| Post - Consolidation |
||
| Capitalization: |
Unlimited |
shares with no par value of which |
| 55,293,129 |
post-consolidation shares are issued and outstanding |
|
| Escrow: |
20,282,543 |
post-consolidation shares are subject to a 36 month staged escrow release |
| Transfer Agent: |
Computershare Trust Company of Canada |
|
| Trading Symbol: |
TKX |
(NEW) |
| CUSIP Number: |
89237Y 10 3 |
(NEW) |
4. Resume Trading
Effective at the opening on Monday, May 30, 2016, trading in the shares of TrackX Holdings Inc. will resume.
________________________________________
VENTURI VENTURES INC. ("VVV")
BULLETIN TYPE: Delist
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Further to the Company's filing on SEDAR on April 29, 2016, effective at the close of business Monday, May 30, 2016, the common shares will be delisted from TSX Venture Exchange as a result of the company's failure to maintain Exchange Requirements.
________________________________________
ZECOTEK PHOTONICS INC. ("ZMS")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: May 27, 2016
TSX Venture Tier 2 Company
Further to the bulletin dated May 26, 2016 that was issued in connection with the private placement of 2,259,997 units at $0.30 per unit, TSX Venture Exchange has been advised that the Agent's Options are exercisable into common shares at $0.30 per share for a 24 month period, not $0.43 per share.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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