TSX Venture Exchange Daily Bulletins

VANCOUVER, Nov. 5, 2013 /CNW/ -

TSX VENTURE COMPANIES:

ADROIT RESOURCES INC. ("ADT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche of the Temporary Relief Measure Non-Brokered Private Placement announced August 22, 2013:

Number of Shares:            2,000,000 shares
Purchase Price:            $0.01 per share
Warrants:            1,000,000 share purchase warrants to purchase 1,000,000 shares
Warrant Exercise Price:            $0.05 for a one year period
            $0.10 in the second year
Number of Placees:            1 placee
Finder's Fee:            Quantum Economic Development Ltd. (Carl Johan Eriksson) - $2,000.00

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.

________________________________________

ARROWHEAD WATER PRODUCTS LTD. ("AWA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 12, 2013 and September 26, 2013:

Number of Shares:            5,000,000 shares
Purchase Price:            $0.30 per share
Number of Placees:            50 placees

Insider / Pro Group Participation:

              Insider=Y /        
Name             ProGroup=P        # of Shares
John Boyd                    100,000
Ross Drysdale                   200,000
Jeff Ciachurski                    623,334
Finder's Fee:              $90,000 cash and 220,400 non-transferrable warrants ("Finder's Warrants") payable to PI Financial Corp.        
              Each Finder's Option entitles the holder to purchase one common share at a price of $0.30 until expiry two years form the date of closing.

________________________________________

ASTON BAY HOLDINGS LTD. ("BAY")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
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 October 15, 2013 and October 30, 2013:

Number of Shares:              1,040,000 shares
Purchase Price:              $0.15 per share
Warrants:              520,000 share purchase warrants to purchase 520,000 shares
Warrant Exercise Price:              $0.30 for a two year period.  The warrants are subject to an accelerated expiry provision in the event the Company's shares are greater than $0.40 for 20 consecutive trading days.
Number of Placees:              6 placees

Insider / Pro Group Participation:

            Insider=Y /            
Name            ProGroup=P            # of Shares
Iris Dox                      220,000
David Drover                      180,000
Bruce Counts                      60,000
Clifford Boychuk                      120,000
Moshe Reuven Cohen                      140,000

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.

________________________________________

DECLAN RESOURCES INC. ("LAN")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for expedited filing documentation pertaining to a Property Option Agreement dated October 24, 2013 between Declan Resources Inc. (the 'Company') and 877384 Alberta Ltd. (Jody Dahrouge), pursuant to which the Company has an option to acquire an undivided 100% interest in six metallic and industrial minerals permits encompassing approximately 50,000 hectares located in the Athabasca Basin of northeastern Alberta, known as the Firebag River Property.  In consideration, the Company will make cash payments of $85,000, issue a total of 5,000,000 shares and undertake a total of $3,000,000 in exploration expenditures:

            CASH            SHARES            WORK EXPENDITURES
Upon Exchange approval            $85,000            1,500,000            nil
On or before 1st Anniversary            nil            1,500,000            $500,000
On or before 2nd Anniversary            nil            2,000,000            $1,000,000
On or before 3rd Anniversary            nil            nil            $1,500,000

The optionor retains a 2% net smelter return royalty on all product produced except diamonds, limestone, dolomite, building stone and frac sand, and a 4% gross overriding royalty with respect to diamonds and frac sand.

A finder's fee of 738,750 will be paid in stages to Ivan Gill; 626,250 shares upon Exchange acceptance and 112,500 shares issuable upon the first anniversary if the Company proceeds with the option agreement past the first year's work program.

________________________________________

ECOMETALS LIMITED ("EC")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s, Remain Suspended
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 28, 2013:

Convertible Debenture              US$150,000
Conversion Price              Convertible into common shares at CDN$0.05 of principal outstanding
Warrants:              3,000,000 share purchase warrants attached to purchase 3,000,000 shares
Warrant Exercise Price:              CDN$0.05 for a one year period
Maturity Date              September 23, 2014
Interest Rate              10%
Number of Placees:              11 placees

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.

Trading of shares will remain suspended.

________________________________________

DEVCORP CAPITAL INC. ("DCC")
[formerly DevCorp Capital Inc. ("DCC.P")]
BULLETIN TYPE:  Resume Trading, Qualifying Transaction-Completed/New Symbol, Company Tier Reclassification
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Resume Trading

Effective at opening on Wednesday, November 6, 2013, the common shares of the Company will resume trading, an announcement having been made on November 1, 2013, as to completion of the Company's Qualifying Transaction, as set forth below.

Qualifying Transaction-Completed/New Symbol

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated October 28, 2013.  As a result, at the opening on November 6, 2013 the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction involves the arm's length acquisition (the Acquisition) of Good to Go Rentals Ltd. (GTGR), a private Saskatchewan oilfield rental and services company, and Neigum Hot Oilers (1992) Ltd. (GTGT) a private Saskatchewan trucking company (collectively, GTG), from the shareholders of GTG being Norm Neigum, Darla Dorsett, and Dean Dorsett (collectively, the Vendors.)

The Acquisition was carried out as a three cornered amalgamation (the Amalgamation) pursuant to an amalgamation agreement involving the Company, its wholly owned subsidiary, GTG, and the Vendors, whereby the Company acquired GTG for aggregate deemed consideration of about $19.5 million, (exclusive of the Performance Bonus, defined below), comprised of the following, payable or issuable at closing of the Acquisition (the Closing):

(a)    $7,500,000 cash,
(b)  32,500,000 common shares issuable at a deemed price $0.20 per share for deemed share consideration of $6,500,000,
(c)  Up to 13,750,000 common shares at a deemed price $0.20 per share for deemed share consideration of $2,750,000, which shares, subject to the terms of the Tier 1 Value Escrow Agreement, referred to below, will also be held in escrow pursuant to the terms of the Amalgamation for a period of 12 months after Closing and are only releaseable, subject to satisfaction of certain EBITDA targets, and
(d) Up to 13,750,000 common shares at a deemed price $0.20 per share for deemed share consideration of $2,750,000, which shares, subject to the terms of the Tier 1 Value Escrow Agreement, referred to below, will also be held in escrow pursuant to the terms of the Amalgamation for a period of 24 months after Closing and are only releaseable, subject to satisfaction of certain EBITDA targets.

In addition, two of the Vendors, Darla Dorsett and Norm Neigum, are entitled to receive a performance bonus (the Performance Bonus) payable in the form of cash and shares over a 24 month period following Closing, subject to satisfaction of certain EDITDA targets.

In conjunction with and as a condition of completion of the Acquisition, GTGR completed a private placement for gross proceeds of $10 million.

Insider / Pro Group Participation:

            Insider=Y /            
Name            ProGroup=P            # of Shares
Norm Neigum                      24,583,333
Darla Dorsett                      24,583,333
Dean Dorsett                      10,833,333

The Exchange has been advised that the above transactions have been completed.

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

Company Tier Reclassification

In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company.  Therefore, effective on Wednesday, November 6, 2013, the Company's Tier classification will change from Tier 2 to:

Classification

Tier 1.

The Company is classified as a "support activities for oil and gas operations" company.

Capitalization:                Unlimited  common shares with no par value of which
                116,735,000  common shares are issued and outstanding
Escrow:                63,600,000 total common shares are subject to escrow, with
                3,600,000 shares subject to a CPC Escrow agreement; and
                60,000,000 shares subject to Tier 1 Value Escrow Agreements
Transfer Agent:                Olympia Trust Company 
Trading Symbol:                DCC (same symbol as CPC but with .P removed)
Company Contact:               Sidney Dutchak, President and Chief Executive Officer
Company Address:                1200, 700-2nd Street SW
                Calgary, Alberta T2P 4V5 
Company Phone Number:                587-774-7080
Company Email Address:               sdutchak@smcp.ca

________________________________

DGM MINERALS CORP. ("DGM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Effective at 10:09 a.m., PST, November 5, 2013, 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.

________________________________________

DGM MINERALS CORP. ("DGM")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated November 5, 2013, effective at 11:12 a.m.

November 5, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation a Change of Business and/or Reverse Take-Over pursuant to TSXV Listings Policy 5.2.   This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

ELCORA RESOURCES CORP. ("ERA")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Effective at 12:11 p.m., PST, November 5, 2013, 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.

________________________________________

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC. ("LVH")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
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 October 31, 2013:

Number of Shares:            3,121,000 shares
Purchase Price:            $0.065 per share
Warrants:            3,121,000 share purchase warrants to purchase 3,121,000 shares
Warrant Exercise Price:            $0.075 for a one year period
            $0.10 in the second year
Number of Placees:            6 placees

Insider / Pro Group Participation:

            Insider=Y /            
Name            ProGroup=P            # of Shares
Aggregate Pro Group Involvement
[1 placee]
                    100,000

Finders' Fees:         Kingsdale Capital Markets Inc. - $18,986.50 cash and 292,100 Agent's Warrants payable.
          PI Financial Corp. - $1,300 cash and 20,000 Agent's Warrants payable.
          - Each Agent's Warrant is exercisable into one Unit.  Each Unit is one common share and one share purchase warrant exercisable at $0.075 in the first year and $0.10 in the second year.

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.]

________________________________________

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC. ("LVH")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
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 September 30, 2013:

Number of Shares:              1,680,000 shares
Purchase Price:              $0.05 per share
Warrants:              1,680,000 share purchase warrants to purchase 1,680,000 shares
Warrant Exercise Price:              $0.075 for a one year period
              $0.10 in the second year
Number of Placees:              9 placees

Insider / Pro Group Participation:

            Insider=Y /          
Name           ProGroup=P          # of Shares
Aggregate Pro Group Involvement                   480,000
[2 placees]            

Finder's Fee:  Jordan Capital Markets Inc. - $3,360 cash, 100,800 units and 168,000 Agent's Warrants payable.
  - Each unit is the same as the offering.  Each Agent's Warrant is exercisable into one common share at $0.075 in the first year and $0.10 in the second year.

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.]

________________________________________

MAKENA RESOURCES INC. ("MKN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
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 October 17, 2013:

Number of Shares:  963,333 shares
Purchase Price:  $0.12 per share
Warrants:  963,333 share purchase warrants to purchase 963,333 shares
Warrant Exercise Price:  $0.18 for a five year period
Number of Placees:  10 placees
Finders' Fees:  Haywood Securities Inc. - $1,920 cash and 16,000 B warrants payable.
  Canaccord Genuity Corp. - $400 cash and 3,333 B warrants payable.
  Mackie Research Capital Corp. - $816 cash and 6,800 B warrants payable.
  Global Securities Corporation - $1,824 cash and 15,200 B warrants payable.
  - Each B warrant is exercisable into one common share at $0.18 for five years 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.

________________________________________

MARQUEE ENERGY LTD. ("MQL")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 1 Company

Effective at 5:00 a.m., PST, November 5, 2013, 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.

________________________________________

METALEX VENTURES LTD. ("MTX")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposed issuance of 75,000 shares at a deemed price of $0.10 per share, in consideration of certain services provided to the Company for the quarter ending October 31, 2013, pursuant to an Amended Deferred Share Unit Plan for Glen Nolan dated September 13, 2013 and effective August 1, 2013.

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

________________________________________

METALEX VENTURES LTD. ("MTX")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposed issuance of 75,000 shares at a deemed price of $0.10 per share, in consideration of certain services provided to the Company for the quarter ending October 31, 2013, pursuant to an Amended Deferred Share Unit Plan for Lorie Waisberg dated September 13, 2013 and effective August 1, 2013.

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

________________________________________

NATURALLY SPLENDID ENTERPRISES LTD. ("NSP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 27, 2013:

Number of Shares:            2,802,654 shares
Purchase Price:            $0.175 per share
Warrants:            2,802,654 share purchase warrants to purchase 2,802,654 shares
Warrant Exercise Price:            $0.25 for a two year period, subject to an acceleration provision
Number of Placees:           23 placees

Insider / Pro Group Participation:

            Insider=Y /            
Name            ProGroup=P            # of Shares
Peter Howes                     10,000
Aggregate Pro Group Involvement                      100,000
[1 placee]            

Finders' Fees:        Canaccord Genuity Corp. - $17,150 cash and 98,000 agent's warrants payable.
        Movaden Capital Corporation (Charles Ross) - $3,000 cash payable.
        - each agent's warrant is exercisable into one common share at $0.25 until November 1, 2015.

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.]

________________________________________

QUATTRO EXPLORATION AND PRODUCTION LTD. ("QXP")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Effective at 5:00 a.m., PST, November 5, 2013, 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.

________________________________________

SHIELD GOLD INC. ("SHG")
BULLETIN TYPE:   Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to an amendment to an existing Option Agreement (the "Agreement"), originally dated September 29, 2010, between Shield Gold Inc. (the "Company") and Eloro Resources Ltd. (the "Vendor"), whereby the parties have agreed to amend the payment and exploration expenditure schedules pertaining to certain mineral claims (the "La Grande Nord Property") in return for a one-time payment of 100,000 common shares to the Vendor.

For further details, please refer to the Company's news release dated November 4, 2013.

________________________________________

SUSTAINABLE ENERGY TECHNOLOGIES LTD. ("EGT")
BULLETIN TYPE:  Warrants for Bonuses
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,529,411 bonus warrants ("Warrants") to Doughty Hanson Technology Ventures in connection with its $1.5 million standby equity commitment to the Company.  Each Warrant is exercisable for one common share at a price of $0.17 until May 1, 2018.

            Shares            Warrants
Doughty Hanson Technology Ventures                           3,529,411

For further information please refer to the Issuer's press release dated May 20, 2013.

________________________________________

TERRENO RESOURCES  ("TNO")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 5, 2013
TSX Venture Tier 2 Company

Effective at the opening on Wednesday, November 6, 2013, the common shares of the Company will resume trading. The Company has announced it has terminated its proposed change of business transaction as described in the Company's press releases dated August 27, 2013 and November 1, 2013.

________________________________________

NEX COMPANIES:

COURTLAND CAPITAL INC. ("CTD.H")
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  November 5, 2013
NEX Company

Further to the TSX Venture Exchange Bulletin dated August 4, 2011, the Exchange has been advised that the Cease Trade Order issued by the Alberta Securities Commission on August 4, 2011 has been revoked.

Effective at the open on Wednesday, November 6, 2013, trading will be reinstated in the securities of the Company.

_______________________________________

INVICTUS FINANCIAL INC. ("IVF.H")
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  November 5, 2013
NEX Company

Further to the TSX Venture Exchange Bulletin dated September 9, 2011, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission on September 9, 2011 has been revoked.

Effective at the open on Wednesday, November 6, 2013, trading will be reinstated in the securities of the Company.

_______________________________________

 

SOURCE: TSX Venture Exchange

For further information:

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


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