TSX Venture Exchange Daily Bulletins

VANCOUVER, May 30, 2014 /CNW/ -

TSX VENTURE COMPANIES:

ARPETROL LTD. ("RPT")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 1 Company

Pursuant to a special resolution passed by shareholders August 21, 2013, the Company has consolidated its capital on a (25) twenty five old for (1) one new basis.  The name of the Company has not been changed.

Effective at the opening on Monday, June 2, 2014, the common shares of ArPetrol Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Petroleum and Natural Gas Explorer & Developer' company.

Post - Consolidation

Capitalization:               

Unlimited   shares with no par value of which


22,901,468   shares are issued and outstanding

Escrow                          

NIL   shares



Transfer Agent:              

CST Trust Company

Trading Symbol:              

RPT                  (UNCHANGED)

CUSIP Number:               

04271B307       (new)                ISIN: CA04271B3074



_______________________________________

ATORO CAPITAL CORP. ("TTO.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated April 30, 2014, effective at the open, Monday,

June 2, 2014, trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.

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

_______________________________________

CANOEL INTERNATIONAL ENERGY INC. ("CIL")
BULLETIN TYPE:  Private Placement-Non-Brokered, Correction
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated May 23, 2014, the Bulletin should have read as follows:

Finder's Fee:                   

$900 cash payable to General Research GmbH.

All other details in the bulletin remain unchanged.

________________________________________

CRITICAL OUTCOME TECHNOLOGIES INC. ("COT")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Further to TSX Venture Exchange bulletin dated October 30, 2013, the Exchange has consented to a further extension to the expiry date of the following warrants:

Private Placement:

 

# of Warrants:                                  

12,500,000

Original Expiry Date of Warrants:         

September 24, 2012, October 6, 2012 and October 20, 2012

New Expiry Date of Warrants:               

 March 15, 2016

Exercise Price of Warrants:                

$0.30

These warrants were issued pursuant to a private placement of 12,500,000 shares with 12,500,000 share purchase warrants attached, which was accepted for filing by the Exchange effective April 28, 2011.

________________________________________

DATAMINERS CAPITAL CORP. ("DMC.P")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Effective at the open on Monday, June 2, 2014, shares of the Company will resume trading, the Exchange having received acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4.

________________________________________

ECHELON PETROLEUM CORP. ("ECH")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Pursuant to Board resolutions dated May 29, 2014, the Company has consolidated its capital on a seven and one-half (7.5) old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening, Monday, June 2, 2014, the shares of Echelon Petroleum Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Crude Petroleum and Natural Gas Extraction' company.

Post - Consolidation

Capitalization:                

Unlimited   shares with no par value of which


2,947,362   shares are issued and outstanding

Escrow                             

Nil   shares



Transfer Agent:                  

Computershare Investor Services Inc.

Trading Symbol:                  

ECH                 (UNCHANGED)

CUSIP Number:                  

27875U207        (new)

________________________________________

EDGEFRONT REAL ESTATE INVESTMENT TRUST ("ED.UN")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 1 Company

Effective at 10:24 a.m., PST, May 30, 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.

________________________________________

GOLDSTRIKE RESOURCES LTD. ("GSR")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

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

Private Placement:

 

# of Warrants:             

1,307,679

Original Expiry Date of Warrants:      

June 15, 2014

New Expiry Date of Warrants:            

June 15, 2016

Exercise Price of Warrants:                

$0.80, subject to an accelerated expiry

 

These warrants were issued pursuant to a private placement of 3,365,358 non-flow through shares and 750,000 flow through shares with 1,307,679 share purchase warrants attached, which was accepted for filing by the Exchange effective June 15, 2012.

________________________________________

HAPPY CREEK MINERALS LTD. ("HPY")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 9, 2014:

Number of Shares:       

3,336,001 shares



Purchase Price:           

$0.15 per share



Warrants:                     

1,667,999 share purchase warrants to purchase 1,667,999 shares



Warrant Exercise Price: 

$0.20 for a one year period



Number of Placees:            

18 placees

Insider / Pro Group Participation:


Insider=Y /


Name                            

ProGroup=P           

# of Shares

Michael Cathro                                           

Y           

200,000

Richard Lee                                               

Y           

66,667

Aggregate Pro Group Involvement  

P           

500,000

            [1 placee]






Finder's Fee: 

$5,250 payable to PowerOne Capital Markets Limited

 

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.

________________________________________

INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 105,000 bonus shares to an arm's length lender in consideration of a US$50,000 loan. The shares will have a deemed price of $0.05 per share.

Please refer to the Company's news release of May 5, 2014 for further details.

________________________________________

KENIEBA GOLDFIELDS LTD. ("KEN")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders on May 31, 2013, the Company has consolidated its capital on a three (3) old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening, Monday, June 2, 2014, the common shares of Kenieba Goldfields Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining (Non-Oil & Gas) Exploration/Development' company.

Post - Consolidation


Capitalization:                

Unlimited   shares with no par value of which


9,765,868   shares are issued and outstanding

Escrow                              

nil   shares



Transfer Agent:               

CST Trust Company

Trading Symbol:              

KEN                 (UNCHANGED)

CUSIP Number:               

489013201        (new)

________________________________________

KOMET RESOURCES INC. ("KMT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Effective at 7:00 a.m., PST, May 30, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

LA RONGE GOLD CORP. ("LAR")
BULLETIN TYPE:  Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE:  May 30, 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 May 5, 2014:

Number of Shares:       

4,000,000 shares



Purchase Price:            

$0.25 per share



Number of Placees:     

3 placees

 

Insider / Pro Group Participation:


Insider=Y /


Name                                                    

ProGroup=P          

 # of Shares

Rasool Mohammad                               

  Y              

450,000




Finder's Fee:               

Canaccord Genuity $58,625 cash and 234,500 warrants payable.  Each warrant is exercisable into one common share at $0.25 for 24 months from closing.

 

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.

Trading in the shares of the Company will remain halted.

________________________________________

MADALENA ENERGY INC. ("MVN")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 29, 2014, effective at 8:22 a.m.,

May 30, 2014, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to TSXV Listings Policy 5.3.

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.

________________________________________

MARLIN GOLD MINING LTD. ("MLN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

 

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 27, 2014:

 

Number of Shares:            

10,000,000 shares



Purchase Price:               

$0.10 per share



Number of Placees:          

1 placee

 

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.

________________________________________

MERCATOR TRANSPORT GROUP CORPORATION ("GMT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Effective at 7:10 a.m., PST, May 30, 2014, trading in the shares of the Company was halted pending company contact.  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.

________________________________________

NUVOLT CORPORATION INC. ("NCO")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's documentation in connection with the issuance of 600,000 warrants to purchase 600,000 common shares to Investissement Québec, Fonds de solidarité FTQ and BBA Inc. (200,000 warrants each) pursuant to the renewal of non-guaranteed arm's length loan agreements in the respective amounts of $435,588.57, $316,000 and $470,753 bearing an interest rate of 12% to 15% and maturing in March 2019.  The warrants are exercisable at a price of $0.075 per share for a period of three years, subject to an acceleration clause.

The Company issued a news release dated May 13, 2014 confirming the closing of the above-mentioned transaction.

CORPORATION NUVOLT INC. (« NCO »)
TYPE DE BULLETIN : Émission d'actions en paiement de primes
DATE DU BULLETIN : Le 30 mai 2014
Société du groupe 2 de TSX croissance

Bourse de croissance TSX a accepté le dépôt de documents par la société, relativement à l'émission de 600 000 bons de souscription permettant de souscrire à 600 000 actions ordinaires à Investissement Québec, Fonds de solidarité FTQ et BBA inc. (200 000 bons de souscription chacun) en vertu du renouvellement de conventions de prêts non guarantis effectués à distance aux montants respectifs de 435 588,57 $, 316 000 $ et 407 753 $ et portant intérêts à des taux de 12 % à 15 %, échéant en mars 2019. Les bons de souscription peuvent être exercés au prix de 0,075 $ l'action pendant une période de trois ans, sujet à une modalité accélératrice.

La société a émis un communiqué de presse le 13 mai 2014 confirmant la clôture de l'opération précitée.

__________________________________________

PORTO ENERGY CORP. ("PEC")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

Effective at 11:36 a.m., PST, May 30, 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.

________________________________________

PYROGENESIS CANADA INC. ("PYR")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue a maximum of 7,500,000 common shares at a deemed issue price of $0.80 per share to settle $6,000,000 owing to Phoenix Haute Technology Inc.

Number of Creditors:    1 creditor

Insider / Pro Group Participation:

 

Name

Insider=Y /

Pro Group=P

Amount

Owing

Deemed Issue Price per Share

Number of Shares

Phoenix Haute Technology Inc. (Peter Photis Pascali)

Y

$6,000,000

$0.80

7,500,000

           

For further details, please refer to the Company's press release dated May 23, 2014.

PYROGENESIS CANADA INC. (« PYR »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 30 mai 2014
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission proposée d'un maximum de 7 500 000 actions ordinaires au prix réputé de 0,80 $ l'action en règlement de 6 000 000 $ en sommes dues à Phoenix Haute Technology Inc.

Nombre de créanciers :     1 créancier

Participation Initié / Groupe Pro :

 

 

Créancier

Initié = Y /

Groupe Pro = P

Montant

 Dû

Prix par

action

Nombre

d'actions


 

Gestion Jean Guilbaut Inc. (Jean Guilbaut)

Y

6 000 000 $

0,80 $

7 500 000












 

Pour plus d'information, veuillez consulter le communiqué de presse de la société daté du 23 mai 2014.

_____________________________________

RADIENT TECHNOLOGIES INC. ("RTI")
[formerly Madison Capital Corporation ("MDC.P")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change and Consolidation
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company

 

1.       Resume Trading

Effective at the opening on Monday, June 2, 2014, the common shares of Radient Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Madison Capital Corporation will be delisted. 

2.       Qualifying Transaction:

TSX Venture Exchange has accepted for filing Radient Technologies Inc.'s (formerly Madison Capital Corporation) (the "Company") Qualifying Transaction described in its information circular dated April 15, 2014 (the "Information Circular").  As a result, at the opening on Monday, June 2, 2014, the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

The Qualifying Transaction involves the arm's length amalgamation of Madison Capital Corporation and Radient Technologies Inc. ("Radient"), a private company, by way of a Plan of Arrangement ("Arrangement").  Pursuant to the Arrangement, Radient shareholders received 29,917,280 Resulting Issuer Shares at a deemed price of $1.00 per Resulting Issuer Share, on a post-consolidated basis. 

For further information on the Qualifying Transaction, please refer to the Company's Information Circular available on SEDAR.

The Exchange has been advised that the above transaction has been completed.

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

3.       Private Placement-Brokered:

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on April 8, 2014:

 

Number of Shares:          

4,071,288 Radient Subscription Receipts

Each holder of Subscription Receipts shall be entitled to receive one Radient Special Share for each Radient Subscription Receipt held which Radient Special Share shall be subsequently exchanged for one Resulting Issuer Share. 



Purchase Price:            

$1.00 per Radient Subscription Receipt



Number of Placees:       

25 placees

 

Insider / Pro Group Participation:

 


Insider=Y /


Name                                                      

ProGroup=P                

 # of Shares

Foragen Technologies Limited Partnership        

         Y                  

500,000

Aggregate Pro-Group Involvement                  

         P               

75,000

            [3 Placees]






Agents:                                

Clarus Securities Inc. ("Clarus"), AltaCorp Capital Inc., and Salman Partners Inc.



Agents' Fee:                       

Cash advisory fee of $60,000 (paid exclusively to Clarus), a cash commission of $66,000, and a cash fee equal to 8% of the working capital of Madison



Agents' Warrants:            

66,000 warrants exercisable to purchase one subscription receipt at $1.00 per subscription receipt until May 22, 2016

 

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). 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.

4.     Name Change and Consolidation

Pursuant to a resolution passed by shareholders on May 14, 2014, the Company has consolidated its capital on a ten (10) old for one (1) new basis.  The name of the Company has also been changed to Radient Technologies Inc.

Effective at the opening on Monday, June 2, 2014, the common shares of Radient Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Madison Capital Corporation will be delisted.  The Company is classified as a "Technology" company.

 

Post - Consolidation


Capitalization:                

Unlimited  shares with no par value of which


34,693,568  shares are issued and outstanding

Escrow:                          

17,276,001  shares are subject to 36 month staged release escrow


17,276,001  of which are subject to a Tier 2 Value Security Escrow; and


105,000  of which are subject to a CPC Escrow Agreement



Transfer Agent:                        

CST Trust Company

Trading Symbol:                           

RTI                       (new)

CUSIP Number:                             

75034P 10 6          (new)



Company Contact:                            

        Denis Taschuk, President & CEO

Company Address:                                

        8223 Roper Road, Edmonton, Alberta, T6E 6S4

Company Phone Number:                       

        780-465-1318 ext. 274

Company Fax Number:                         

        780-465-1381

Company Email Address:                    

        dtaschuk@radientinc.com

________________________________

SANDSTORM METALS & ENERGY LTD. ("SND")
BULLETIN TYPE:  Plan of Arrangement, Delist
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 1 Company

The TSX Venture Exchange (the 'Exchange') has accepted for filing documentation in connection with an arrangement agreement dated April 21, 2014 (the 'Arrangement Agreement') between Sandstorm Energy & Metals Ltd. ('Metals') and Sandstorm Gold Ltd. ('Gold').  Pursuant to the Arrangement Agreement, each Metals common share (each, a 'Metals Share') was exchanged for $0.35 in cash and 0.178 of a common share of Gold.

The Exchange has been advised that approval of the Arrangement by shareholders of Metals was received at a meeting of the shareholders held on May 27, 2014 and that approval of the Arrangement was received from the Supreme Court of British Columbia on May 28, 2014. The full particulars of the Arrangement are set forth in Metals' Information Circular (the 'Circular') dated April 24, 2014, which is available under Metals' profile on SEDAR.  Metals' securityholders should refer to the Circular for a summary of the procedures regarding the exchange of Metals' securities for the consideration to which they are entitled under the Arrangement.

The Arrangement became effective on May 29, 2014.

Delisting:

In conjunction with the closing of the Arrangement, the Metals Shares will be delisted from the Exchange. Accordingly, effective at the close of business, Friday, May 30, 2014, the Metals Shares will be delisted.

Insider / Pro Group Participation:  Metals and Gold have the same Chief Executive Officer and Chief Financial Officer in addition to five common directors. Prior to completion of the Arrangement, Gold held approximately 7.7% of the Metals Shares.

________________________________________

SANTA FE METALS CORPORATION ("SFM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the third and final tranche of a Non-Brokered Private Placement announced January 24, 2014 and March 20, 2014:

Number of Shares:       

700,000 flow through shares


800,000 non-flow through shares



Purchase Price:             

$0.05 per share



Warrants:                       

750,000 share purchase warrants to purchase 750,000 shares



Warrant Exercise Price:     

$0.10 for a two year period



Number of Placees:        

6 placees



Finders' Fees:                 

Beaumont Capital Corp. (Robert Rowell) receives $4,500 and 45,000 non-transferable warrants, each exercisable at a price of $0.10 for 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. [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.]

________________________________________

TAIPAN RESOURCES INC. ("TPN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

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

Number of Shares:             

18,003,256 shares



Purchase Price:                 

$0.36 per share



Warrants:                        

18,003,256 share purchase warrants to purchase 18,003,256 shares



Warrant Exercise Price:      

$0.50 for a four year period



Number of Placees:        

49 placees

 

Insider / Pro Group Participation:


 Insider=Y /


Name                                                

 ProGroup=P           

  # of Shares

Aggregate Pro Group Involvement         

 P                                  

500,000

  [1 placee]



 

Finders' Fees:  

Jordan Capital Markets Inc. receives $10,500.73 and 29,168 non-transferable warrants.


Canaccord Genuity Corp. receives $12,204 and 33,900 non-transferable warrants.


Wolverton Securities Ltd. receives $1,512 and 4,200 non-transferable warrants.


Industrial Alliance Inc. receives 2,400 non-transferable warrants.


Mackie Research Capital Corporation receives $8,640 and 24,000 non-transferable warrants.


Scharfe Holdings Inc. (Brad Scharfe) receives $6,864 and 19,066 non-transferable warrants.


Barnix Capital Corp. (Tracey Kidd) receives 180,000 shares and 180,000 non-transferable warrants.


Kristina Knopp receives $10,000.


Minergy Group LLC (Bill Wagner) receives 55,555 shares and 55,000 non-transferable warrants.


VSA Capital Limited (Nick Rhodes) receives $5,400 and 15,000 non-transferable warrants.

 

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.]

________________________________________

TRANSEASTERN POWER TRUST ("TEP.UN") ("TEP.DB")
BULLETIN TYPE:  New Listing-IPO-Trust Units, New listing- Debentures|
BULLETIN DATE:  May 30, 2014
TSX Venture Tier 2 Company

The Trust's Initial Public Offering ('IPO') Prospectus dated March 31, 2014, had been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.  Securities Commission on April 1, 2014, pursuant to the provisions of the Securities Act in the respective jurisdiction.

The gross proceeds received by the Company for the Offering were $22,808,800 (11,045,800 Trust Units at $1 per Trust Unit and $11,763,000 aggregate principal amount of 7.5% convertible unsecured subordinate debentures. 

The Issuer is classified as a 'Hydro-Electric Power Generation" Issuer.

Commence Date:       

At the opening on Monday, June 2, 2014, the Trust Units and the debentures will commence trading on TSX Venture Exchange.



Corporate Jurisdiction:   

Ontario



Capitalization:         

Unlimited  number of Trust Units authorized


11,045,800  Trust Units issued and outstanding


$11,763,000  7.5% convertible unsecured subordinate debentures are issued and outstanding



Transfer Agent:        

Equity Financial Trust Company



Trust Unit Trading Symbol:        

TEP.UN



Trust Unit CUSIP Number:        

89366 N 100



Debentures Trading Symbol:       

TEP.DB



Debentures CUSIP Number:      

89366 NAA8



Underwriters:             

Canaccord Genuity Corp. and GMP Securities L.P.



Underwriter's Commission:       

A cash commission equal to
(i) 6.5% of the gross proceeds from the sale of the Units and
(ii)5% of the gross proceeds from the sale of the Debentures

 

Details of the Debentures:

 

Terms:                       

Due on May 28, 2019 (the "Maturity Date"). 



Redemption:                    

The Debentures are not redeemable by the Trust before June 30, 2016.  On or after June 30, 2016 and at any time prior to the Maturity Date, the Debentures may be redeemed at the option of the Trust, in whole or in part from time to time, on not more than 60 days and not less than 30 days prior notice at a redemption  price equal to 100% of their principal amount plus accrued and unpaid interest thereon up to (but excluding) the date set for redemption, provided that the Current Market Price is at least 125% of the Conversion Price.



Interest:                                 

7.5% per annum payable in equal instalments semi-annually in     arrears on June 30 and December 31 each year, commencing June 30, 2014. The first interest payment will include only interest accrued from the Closing Date to, but excluding, June 30, 2014.




Unless otherwise specifically provided in the terms of the Debentures or any series of Debenturesinterest shall be computed on the basis of a 365-day year. Except in respect of the method for calculating the amount of interest to be paid on the Initial Debentures on the first Interest Payment Date, which shall be equal to $6.78 for each $1,000 principal amount of Initial Debentures, with respect to any Debentures or series of Debentures, whenever interest is computed on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.



Subordination:                   

The payment of the principal and premium, if any, of and interest on, the Debentures will be subordinated in right of payment, as set forth in the Debenture Indenture, to the prior payment in full of all Senior Indebtedness of the Trust, if any. The Debentures will also  be effectively subordinated to claims of creditors of the Trust's subsidiaries except to the extent the Trust is a creditor of such  subsidiaries ranking at least pari passu with such other creditors.



Conversion:               

The Debentures are convertible into Units at any time prior to the             close    of business on the earlier of: (a) the business day immediately preceding the Maturity Date (b) if called for redemption, the business  day immediately preceding the date specified by the Trust for redemption of the Debentures; and (c) if called for repurchase pursuant   to a Change of Control, the business day immediately preceding the  date specified by the Trust for repurchase of -the Debentures, based on an initial  conversion rate of 800 Units per $1,000 principal amount of  Debentures (equivalent to an initial Conversion Price of $1.25 per Unit), subject to the satisfaction of certain conditions. Holders  converting their Debentures will receive all accrued and unpaid    interest thereon to, but excluding, the date of conversion.



Clearing and Settlement:            

The Debentures will clear and settle through CDS and DTC.



Board Lot:                     

The Debentures will trade in a board lot size of $1,000 face value.

For further information, please refer to the Company's Prospectus dated March 31, 2014.

Company Contact:                  

J. Colter Eadie, CEO

Company Address:                   

181 Bay Street, Suite 1800, Toronto, Ontario, Canada M5J 2T9

Company Phone Number:              

 647-987-7663

Company Fax Number:                  

 416-863-1515

Company Email Address:             

 jceadie@transeastern.com

________________________________________

NEX COMPANIES:

NEW ERA MINERALS INC. ("NEM")
[formerly KCC Capital Corporation ("KIC.H")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE:  May 30, 2014
NEX Company

Qualifying Transaction:

TSX Venture Exchange has accepted for filing the Qualifying Transaction of New Era Minerals Inc. (formerly KCC Capital Corporation), (the "Company") or the "Resulting Issuer") described in its Filing Statement dated April 22, 2014 as amended and restated May 9, 2014.  As a result, at the opening on Monday, June 2, 2014, the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction ("QT") includes the following:

Acquisition:

The Company entered into a letter of intent (the "LOI") dated June 4, 2013, as amended to acquire all of the issued and outstanding shares of Haijin International Holdings Limited ("Haijin"). Immediately prior to completion of the QT, the Company entered into an Agreement to merge pursuant to which Haijin agreed to merge with a British Virgin Island subsidiary of the Company ("Subco") to continue as an amalgamated company (the "Amalgamation") and whereby the Company acquired all of the outstanding shares of Haijin, in exchange for Resulting Issuer common shares on a post-Consolidation basis of one Haijin common share (a "Haijin Share") for each Resulting Issuer common share.

Immediately prior to the Amalgamation, Haijin: (1) closed a private placement (the "Placement") which consisted of an offering of 4,146,000 Haijin Shares at a price of $0.50 per share for a total of $2,073,000; and (2) issued 3,450,000 Haijin Shaers (the "Advisor Shares") at a deemed price of $0.50 per share to Cinaport Inc. ("Cinaport") pursuant to an Advisory Agreement dated September 19, 2012 in connection with Cinaport's services in advising Haijin with respect to the QT.

As a result, the Company issued 76,596,000 common shares on a post-consolidation basis to Haijin shareholders in connection with the QT.

Haijin has a 95% interest in the Suyeke Nickel Deposits in Tuoli County, Xinjiang, China.

The Company is classified as an "Exploration and Mineral Development" company.

No insiders or members of the Pro Group participated in the Placement.

Name Change and Consolidation:

Prior to the closing of the QT, the Company consolidated its capital on an 8.41 old for (1) one new basis.  The name of the Company has also been changed as follows.

Effective at the opening, Monday, June 2, 2014, the common shares of New Era Minerals Inc. will commence trading on TSX Venture Exchange, and the common shares of KCC Capital Corporation will be delisted.

Post - Consolidation
Capitalization:                          

Unlimited  shares with no par value of which


77,619,146  shares are issued and outstanding

Escrow:                                       

139,791  shares are subject to a CPC Escrow Agreement


61,333,333  shares are subject to a TSX Venture Exchange Surplus Escrow Agreement (the "Transaction Escrowed Securities")


3,277,500  Advisor Shares are subject to restrictions in trade over the following three years that correspond with the same dates of release from escrow as the Transaction Escrowed Securities



Transfer Agent:                                

Computershare Trust Company of Canada

Trading Symbol:                            

NEM                     (new)

CUSIP Number:                            

644299109            (new)

Graduation from NEX to TSX Venture, Symbol Change:

The Company has met the requirements to be listed as a TSX Venture Tier 2 Company.  Therefore, effective on Friday, May 30, 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 Vancouver.

Effective at the opening, Monday, June 2, 2014, the trading symbol for the Company will change from KIC.H to NEM.

Resume Trading:

Trading in the shares of the Company will resume effective at the open, Monday, June 2, 2014.

Company Contact:                                 

Avi Grewal

Company Address:                                  

c/o Cinaport Inc., Scotia Plaza


2706 – 40 King Street West


Toronto, ON, M5H 3Y2

Company Phone Number:                          

(416) 213-8118, ext. 210

Company Fax Number:                               

(416) 213-8668

Company Email Address:                             

agrewal@cinaport.com

________________________________

SPHERE RESOURCES INC. ("SPH.H")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: May 30, 2014
NEX Company

Further to the TSX Venture Exchange Bulletin dated May 8, 2014, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated May 8, 2014 has been revoked.

Effective at the opening, Monday, June 2, 2014, trading will be reinstated in the securities of the Company (CUSIP 848419 10 7).

_______________________________________

SOURCE TSX Venture Exchange

For further information: Market Information Services at 1-888-873-8392, or email: information@venture.com