TSX Venture Exchange Daily Bulletins

VANCOUVER, Feb. 23, 2015 /CNW/ -

TSX VENTURE COMPANIES:

ASHBURTON VENTURES INC. ("ABR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an Agreement dated February 17, 2015 between Lorne McCarthy and Jason Gigliotti (the "Vendors") and the Company whereby the Company will acquire a 100% interest in the Chapeau Prospect located in northern British Columbia.  Consideration is 4,000,000 common shares with each Vendor receiving 2,000,000 common shares.

________________________________________

ATI AIRTEST TECHNOLOGIES INC. ("AAT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 16, 2014:

Number of Shares:        

2,650,000 shares





Purchase Price:    

$0.05 per share





Warrants:  

1,325,000 share purchase warrants to purchase 1,325,000 shares




Warrant Exercise Price:    

$0.10 for a two year period





Number of Placees:  

3 Placees





Insider / Pro Group Participation:








Insider=Y /


Name 


ProGroup=P

# of Shares




Omni Marketing Global Limited (Robert Mebruer)   


Y

2,000,000

Robert Mebruer


Y

500,000

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.

________________________________________

BAYHORSE SILVER INC. ("BHS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second tranche of a Non-Brokered Private Placement announced January 23, 2015 and February 15, 2015:

Number of Shares:   

600,000 flow-through shares





Purchase Price:      

$0.10 per share





Warrants:           

600,000 share purchase warrants to purchase 600,000 shares




Warrant Exercise Price:  

$0.15 for a two year period





Number of Placees:        

7 Placees





Insider / Pro Group Participation:








Insider=Y /


Name        


ProGroup=P

# of Shares





Graeme O'Neill      


Y

130,000




Finder's Fee:          

EMD Financial will receive a finder's fee of $3,360 and 33,600 common shares.

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.

________________________________________

CALIFORNIA GOLD MINING INC. ("CGM")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,666,672 shares to settle outstanding debt for $186,667.04.

Number of Creditors:

1 Creditor

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

________________________________________

COSIGO RESOURCES LTD. ("CSG")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 18, 2015 and the Company's news release dated February 23, 2015, trading in the shares of the Company will remain halted for failure to maintain Exchange Requirements.

________________________________________

ELORO RESOURCES LTD. ("ELO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 5, 2015:

Number of Shares:    

1,500,000 common shares





Purchase Price:    

$0.10 per share





Warrants: 

1,500,000 share purchase warrants attached to purchase 1,500,000 shares




Warrant Exercise Price:  

$0.15 for a two year period





Number of Placees:  

9 Placees


Insider / Pro Group Participation:





Insider=Y /


Name 


ProGroup=P

# of Shares




Gambier Holdings Corp. 


Y

400,000

(Thomas Larsen)



Miles Nagamatsu


Y

125,000

Jorge Estepa   


Y

150,000

Investor Company ITF Dusan Berka    


Y

50,000

(Dusan Berka)



Duster Capital Corp.  


Y

50,000

(Dusan Berka)




Francis Sauve   


Y

150,000

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.

________________________________________

GOLDEN ARROW RESOURCES CORPORATION ("GRG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 23, 2015:

Number of Shares:  

100,000 shares





Purchase Price:   

$0.20 per share




Warrants: 

100,000 share purchase warrants to purchase 100,000 shares




Warrant Initial Exercise Price:    

$0.26




Warrant Term to Expiry:    

2 Years, subject to an accelerated expiry




Number of Placees:   

1 Placee


Insider / Pro Group Participation:





Insider=Y /


Name            


Pro-Group=P

# of Shares

Aggregate Pro-Group Involvement    


P

100,000


[1 Placee]



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 guarantee 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.

________________________________________

GREENFIELDS PETROLEUM CORPORATION ("GNF")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 55,685 shares to settle outstanding debt of USD$48,000 in satisfaction of director fees payable to such directors.

Number of Creditors:  

5 Creditors









Insider / Pro Group Participation:











Insider=Y / 

Amount

Deemed Price


Creditor  

Progroup=P 

Owing  

per Share

# of Shares

Richard MacDougal 

Y

USD$6,000

CAD$1.00

6,961

Alex T. Warmath 

Y

USD$6,000

CAD$1.00

6,961

Garry P. Mihaichuk  

Y

USD$12,000

CAD$1.00

13,921

Michael J. Hibberd 

Y

USD$12,000

CAD$1.00

13,921

Gerald F. Clark

Y

USD$12,000

CAD$1.00

13,921






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

________________________________________

GROUNDSTAR RESOURCES LIMITED ("GSA")
BULLETIN TYPE:  Property-Asset or Share Acquisition Agreement
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant to an Offer to Purchase Letter Agreement dated December 18, 2014 and a Petroleum, Natural Gas and Generals Rights Conveyance Agreement dated February 2, 2015 (together, the "Agreements"), between the Company and an arm's length party (the "Vendor"), whereby the Company has acquired the Vendor's 100% working interests in: (i) Freehold Petroleum Lease dated March 31, 2010 (20% Lessor 2, 2015Royalty {5% Lor by Vendor}), (ii) Freehold Petroleum & Natural Lease dated November 1, 2014 (16% Lessor Royalty) and Freehold Petroleum & Natural Lease dated May 21, 2014 (15% Lessor Royalty) (collectively the "Leases"). In consideration, the Company paid (i) $30,000 in cash and 375,000 in common shares of the Company ("Shares") at a deemed price of $0.055 per Share issued with a hold period of 18 months at closing; and (ii) will pay an additional payment of 375,000 Shares at a deemed price per Share which shall not be less than the Discounted Market Price at the time of issuance (the "Contingent Payment") issued with a four month hold period, to be paid to the Vendor when a test well is completed on the Leases and is capable of 50 Bopd production over a 90 day period.

Insider / Pro Group Participation: None

For further information, please see the Company's press release dated February 3, 2015.

________________________________________

LEADER ENERGY SERVICES LTD. ("LEA")
BULLETIN TYPE:  Suspend
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 19, 2015 and the Company's press release dated February 20, 2015, effective at the opening on Tuesday, February 24, 2015, trading in the shares of the Company will be suspended for failure to maintain Exchange Requirements.

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

________________________________________

MAX RESOURCE CORP. ("MXR")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders October 14, 2014, the Company has consolidated its capital on a Five (5) old for One (1) new basis.  The name of the Company has not been changed.

Effective at the opening, Tuesday, February 24, 2015, the common shares of MAX Resource Corp. will commence trading on TSX Venture Exchange on a consolidated basis.  The Company is classified as a 'Junior Natural Resource Mining' company.

Post - Consolidation



Capitalization:  


Unlimited

shares with no par value of which



6,165,197

shares are issued and outstanding

Escrow 


Nil

shares




Transfer Agent: 


Computershare Trust Company of Canada

Trading Symbol:  


MXR

(UNCHANGED)

CUSIP Number:  


57772U208

(NEW)

________________________________________

MORGAN RESOURCES CORP. ("MOR")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,200,000 shares to settle outstanding debt for $120,000.

Number of Creditors:                 

4 Creditors








Insider / Pro Group Participation:









Insider=Y /

Amount   

Deemed Price


Creditor                    

Progroup=P

Owing     

per Share   

# of Shares

GeoExplore Surveys Inc.  

Y

$12,000

$0.10

120,000

Donna Gummer  

Y

$34,200

$0.10

342,000

Dan TJJ Enterprises Inc.  

Y

$39,600

$0.10

396,000

Gerry's Classic Renovators  

Y

$34,200

$0.10

1,200,000

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

________________________________________

NEWMAC RESOURCES INC. ("NER")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

Effective at 4:46 a.m., PST, February 23, 2015, 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.

________________________________________

NOBEL REAL ESTATE INVESTMENT TRUST ("NEL.UN")
BULLETIN TYPE:  Notice of Distribution, Correction
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

Further to the bulletin dated February 20, 2015, Nobel Real Estate Investment Trust has advised that the distribution record date has been revised to February 27, 2015 from February 28, 2015.

All other dividend information remains unchanged.

Distribution per Unit:                              

$0.000957

Payable Date:            

March 16, 2015

Record Date:     

February 27, 2015

Ex-Distribution Date:   

February 25, 2015

________________________________________

XPEL TECHNOLOGIES CORP. ("DAP.U")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 23, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant to Share Purchase Agreement ( the "Agreement") dated February 5, 2015, between the Company and Parasol Canada ( the "Vendor"), a distributor of paint protection and window tint products for the Canadian market.  As per the terms of the Agreement, the Company acquired all of the assets of XPEL Canada Corp., the Company's wholly owned Canadian subsidiary.  In consideration, the Company paid the Vendor $4.8 million cash.

________________________________________

NEX COMPANIES:

ACME RESOURCES CORP. ("ACY.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 23, 2015
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 12, 2014:

Number of Shares: 

1,300,000 shares





Purchase Price: 

$0.05 per share





Number of Placees:

5 Placees





Insider / Pro Group Participation









Insider=Y /


Name 



ProGroup=P

# of Shares




Paul Ankcorn 



Y

200,000

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.

________________________________________

KRAKEN SONAR INC. ("PNG")
[formerly Anergy Capital Inc. ("ACA.H")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Graduation from NEX to TSX Venture, Private Placement-Non-Brokered, Name Change and Consolidation and Resume Trading
BULLETIN DATE:  February 23, 2015
NEX Company

Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange Inc. (the 'Exchange') has accepted for filing Kraken Sonar Inc.'s (formerly 'Anergy Capital Inc.) (the 'Company') Qualifying Transaction as described in its filing statement (the 'Filing Statement') dated February 5, 2015.  As a result, effective at the opening on Tuesday, February 24, 2015, the trading symbol for the Company will change from ACA.H to PNG and the Company will no longer be considered a Capital Pool Company.

The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.

Pursuant to and in accordance with the terms of the share exchange agreement among the Company and Kraken Sonar Systems Inc., a private company incorporated in Newfoundland ('Kraken') dated November 20, 2014 (the 'Agreement'), the Company has acquired all of the issued and outstanding Kraken shares from Kraken shareholders in consideration of issuing to the Kraken shareholders an aggregate of 65,563,326 post-consolidation shares of the Company.  The aggregate number of post-consolidation shares includes 14,063,326 shares issued on conversion of the convertible debt financing referenced below.

Pursuant to the Qualifying Transaction a convertible debt financing was completed by Kraken for proceeds of $2,109,500, comprised of zero coupon, unsecured loans.  The entire amount of the convertible debt has been converted into 14,063,326 units of the Company at a price of $0.15 per unit.

In addition, a finders's fee of 1,500,000 shares have been issued to Global Securities Corporation in connection with the Qualifying Transaction.

The Exchange has been advised that the Qualifying Transaction has been completed.  The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement dated February 5, 2015, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.

Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company.  Therefore, effective at the opening on Tuesday, February 24, 2015, the Company will transfer from NEX to TSX Venture and 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 on Thursday, February 24, 2015, the trading symbol for the Company will change from "ACA.H" to "PNG".

Private Placement-Non-Brokered
As indicated above, Kraken completed a convertible debt financing for gross proceeds of $2,109,500. Pursuant to the Qualifying Transaction, the entire amount of the convertible debt has been converted into 14,063,326 units of the Company at a price of $0.15 per unit. Each unit comprised one (1) share and one (1) warrant of the Company.

Each warrant entitles the holder to acquire one share of the Company a purchase price of $0.15 for a period of thirty six (36) months, subject to earlier expiry on the date that is thirty (30) days following the issuance of a press release confirming the shares of the Company have traded at or above $0.45 for twenty consecutive trading days.

Name Change and Consolidation and Resume Trading

Pursuant to a resolution passed by shareholders November 14, 2014, the Company has consolidated its capital on a (2.25) two point twenty five old for (1) one new basis.  The name of the Company has also been changed as follows.

Effective at the opening on Tuesday, February 24, 2015, the common shares of Kraken Sonar Inc. will commence trading on TSX Venture Exchange and the common shares of Anergy Capital Inc. will be delisted.  The Company is classified as a 'Technology' company.

Post - Consolidation



Capitalization: 

Unlimited 

shares with no par value of which


70,957,103

shares are issued and outstanding

Escrow: 

50,912,795

shares subject to Escrow




Transfer Agent:   


Computershare Investor Services

Trading Symbol:


PNG

(NEW)

CUSIP Number: 


50076Y109

(NEW)

________________________________________

SOURCE TSX Venture Exchange

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


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