TSX Venture Exchange Daily Bulletins

VANCOUVER, Nov. 27, 2015 /CNW/ -

TSX VENTURE COMPANIES

AURCANA CORPORATION ("AUN")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

The TSX Venture Exchange Inc. (the "Exchange") has accepted documentation in connection with a support agreement dated October 15, 2015 among Aurcana Corporation ("Aurcana"), its subsidiaries and Orion Mine Finance (Master) Fund 1 L.P. (the "Lender") and an arrangement agreement dated October 30, 2015 pursuant to which Aurcana has agreed to implement a restructuring transaction under which all of Aurcana's debt obligations to the Lender, as lender under the Company's amended and restated senior secured credit facility dated April 29, 2014 (the "Facility"), will be extinguished (the "Restructuring Transaction").

The Restructuring Transaction has the following key elements:

  • all of the debt obligations due and in default under the Facility will be exchanged for Aurcana's interests in its Mexican subsidiaries that own the La Negra mine, resulting in the elimination of approximately US$38.7 million of principal amount of secured debt due and in default under the Facility on completion of the Restructuring Transaction;
  • Aurcana's annual interest costs will be reduced by approximately US$2.3 million;
  • a newly incorporated affiliate of the Lender ("Newco") will purchase certain non-core equipment from Aurcana and certain of its subsidiaries for a total purchase price of US$3.5 million;
  • Newco will pay Aurcana US$40,000 per month for a total period of 12 months for certain consulting services to be provided to Newco by specified officers of Aurcana in connection with the operation of the La Negra mine;
  • Aurcana will retain all of its other assets, including the Shafter mine, with no dilution to shareholders;
  • the Restructuring Transaction is expected to be implemented on or before December 4, 2015.

The Exchange has been advised that approval of the Restructuring Transaction was received from of the Ontario Supreme Court of Justice on November 13, 2015.

For further information see Aurcana's news releases dated October 30, 2015 and November 16, 2015 which are available under the Aurcana's profile on SEDAR.

Insider / Pro Group Participation:  Nil

________________________________________

BITTERROOT RESOURCES LTD. ("BTT")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation in connection with a Partial Royalty Buy-Out Option Agreement dated October 30, 2015 between Dan Loosemore and Gail M. Loosemore and Trans Superior Resources Inc., the Company's wholly owned subsidiary whereby TSR is acquiring a buy-down option to reduce a production royalty from 3% to 2% with respect to the property located in Baraga County, Michigan.  The option may be exercised on or before December 31, 2064 with an exercise price of US$1,000,000.  The option is being purchase for US$4,000 and 100,000 common shares.

________________________________________

BLACKSTONE VENTURES INC. ("BLV")
BULLETIN TYPE:  Shares for Debt, Remain Halted
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,600,783 shares to settle outstanding debt for $560,078.34.

Number of Creditors:     

4 Creditors




Insider / Pro Group Participation:











Insider=Y /   

Amount   

Deemed Price


Creditor 

Progroup=P 

Owing

per Share          

# of Shares

David Douglas

$184,496.14

$0.10

1,844,961

Ocean Protein Canada





 (Donald McInnes) 

Y   

$307,746.75

$0.10

3,077,467

0928401 BC Ltd.





 (Rupert Legge)   

$3,729.60

$0.10

37,296

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

________________________________________

CADAN RESOURCES CORPORATION ("CXD")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 27,185,560 shares and 26,145,560 share purchase warrants to settle outstanding debt for $1,359,278.

Number of Creditors:   

6 Creditors









Insider / Pro Group Participation:











Insider=Y /  

Amount 

Deemed Price


Creditor                   

Progroup=P  

Owing 

per Share          

# of Shares

Mighty River International





 (Yuzheng Xie)                


Y

$904,000

$0.05

18,080,000

Ryan Sander         


Y

$12,000

$0.05

240,000

Peter Robert Main            


Y

$14,000

$0.05

520,000

Stephen Woods        


Y

$26,000

$0.05

280,000






Warrants:            

26,145,560 share purchase warrants to purchase 26,145,560 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.

________________________________________

EDGEFRONT REAL ESTATE INVESTMENT TRUST ("ED.UN")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to a Purchase and Sale Agreement dated October 29, 2015 (the "Agreement") between an arm's length party (the "Vendor") and Edgefront Real Estate Investment Trust (the "Company").  Pursuant to the Agreement, the Company shall acquire a municipal property known as 4271-5 Avenue East located in Prince Albert, Saskatchewan.

In consideration the Company shall pay an aggregate of $2,530,001 plus issue 1,089,473 REIT Units at a deemed price of $1.90 per REIT Unit to the Vendor.

For more information, refer to the Company's news release dated November 4, 2015.

________________________________________

EDGEFRONT REAL ESTATE INVESTMENT TRUST ("ED.UN")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to a Purchase and Sale Agreement dated August 12, 2015 (the "Agreement") between an arm's length party (the "Vendor") and Edgefront Real Estate Investment Trust (the "Company").  Pursuant to the Agreement, the Company shall acquire a municipal property known as 988 Great Street located in Prince George, British Columbia.

In consideration the Company shall pay an aggregate of $4,274,999 plus issue 1,697,369 Class B LP units of a subsidiary limited partnership ("LP Units") at a deemed price of $1.90 per LP Unit to the Vendor.  Each LP Unit is economically equivalent to and exchangeable for a REIT unit on a one-for-one basis, and will be accompanied by special voting units of the REIT that provide their holders with equivalent voting rights to holders of the REIT Units.

For more information, refer to the Company's news release dated November 4, 2015.

________________________________________

ELCORA RESOURCES CORP. ("ERA")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement announced on May 7, 2015 and June 2, 2015.

Convertible Debentures:   

$1,002,540





Conversion Price: 

Principal is convertible into common shares at a conversion price of $0.14 per share.




Maturity date:    

May 1, 2017 (all of the eight subscribers converted their loans).




Interest Rate:  

8%





Number of Placees: 

8 Placees





Insider / Pro Group Participation:






Name


Insider = Y /

Number of Shares (upon  



Pro Group = P

conversion of the loan)




Denis Choquette


Y

214,286




Intermediaries fee:  

None


For additional information please refer to the press releases dated November 20, 2015.

______________________________________

EQ INC. ("EQ")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's documentation pertaining to Term Promissory Notes (the "Notes") between EQ Inc. (the "Company"), and various non-arm's length and arm's length parties (collectively, the "Lenders").  The Lenders have provided an aggregate loan of $1,420,835 which has a one year maturity and bears an interest rate of 8% per annum.

Additionally, the Company shall issue 9,945,845 bonus warrants (each exercisable into one common share at a price of $0.10 for a one year period) to the Lenders in connection with the Notes.

For more information, refer to the Company's news release dated August 20, 2015 and November 25, 2015.

                                           ________________________________________

FIRST AMERICAS GOLD CORPORATION ("FAC")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 17, 2015 and November 23, 2015:

Number of Shares:    

7,100,000 shares





Purchase Price:   

$0.05 per share





Warrants:   

7,100,000 share purchase warrants to purchase 7,100,000 shares




Warrant Exercise Price:   

$0.10 for a two year period





Number of Placees:  

23 Placees





Insider / Pro Group Participation:








Insider=Y /


Name  


ProGroup=P

# of Shares




Anthony Jackson                                


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.]

________________________________________

GOLDEN COAST ENERGY CORP. ("GCE")
BULLETIN TYPE: Suspend-Failure to Maintain Exchange Requirements
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated November 9, 2015, effective at the open, Monday, November 30, 2015, trading in the shares of the Company will be suspended, the Company having failed 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.

                                           ________________________________________

INCA ONE GOLD CORP. ("IO")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 52,224 shares at a deemed price of $0.15, in consideration of certain services provided to the company pursuant to an agreement dated May 19, 2015.  The shares are issuable in respect of services provided from May 19, 2015 to August 18, 2015.

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

________________________________________

JET GOLD CORP. ("JAU")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 27, 2015
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 June 25, 2015 and August 7, 2015:

Number of Shares:     

300,000 shares



Purchase Price:  

$0.05 per share



Warrants:  

150,000 share purchase warrants to purchase 150,000 shares



Warrant Exercise Price: 

$0.075 for a three year period



Number of Placees: 

3 Placees

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). 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.]

________________________________________

LITHIUM X ENERGY CORP. ("LIX")
[formerly Royce Resources Corp. ("ROY.H")]
BULLETIN TYPE:  Private Placement-Non-Brokered, Property-Asset or Share Purchase Agreement, Graduation from NEX to TSX Venture, Symbol Change, Name Change, Resume Trading
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company
Private Placement-Non-Brokered

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation with respect to a Non-Brokered Private Placement announced by Lithium X Energy Corp. (formerly, "Royce Resources Corp", the "Company") on October 2, 2015 and October 14, 2015:

Number of Shares:     

11,696,669 shares


Purchase Price:

$0.15 per share


Number of Placees:      

89 Placees


Insider / Pro Group Participation:





Insider=Y /


Name   


ProGroup=P

# of Shares





Fiore Financial Corporation (Frank Giustra)  


Y

500,000

Frank Giustra IT         


Y

10,000

Bedrock Capital Corporation (Paul Matysek)  


Y

1,000,000

Jasvir Kaur Kaloti     


Y

17,000

Harry Pokrandt   


Y

200,000




Aggregate Pro Group Involvement   


P

1,635,000


[11 Placees]



Property-Asset or Share Purchase Agreement
The Exchange has also accepted for filing documentation pertaining to an agreement dated November 5, 2015 (the "Agreement"), between the Company, 1054527 B. C. Ltd., a wholly-owned subsidiary of the Company, and 1045564 B.C. Ltd. Pursuant to the Agreement, the Company has acquired 1045564 B.C. Ltd. Ltd in consideration for 5,000,000 common shares in the Company.

1045564 B.C. Ltd holds an option (the "Option") to acquire a 100% interest in the NSP Lithium claim group, consisting of of 77 unpatented placer claims covering 1,540 acres in Esmeralda County, Nevada (the "Property") from Clayton Valley Lithium Inc. ("Clayton Valley").

In order to exercise the Option and earn the 100% interest in the Property the Company must:

 (a) pay US$100,000 in cash and issue 1,000,000 common shares to Clayton Valley;

(b) pay US$250,000 in cash on each of the first, second, third and fourth anniversaries of the closing date;

(c) issue, in an aggregate of 1,784,448 common shares, in four equal tranches, on each of the first, second, third and fourth anniversaries of the closing date.

(d) expend a minimum of US$1,000,000 on the Property by the first anniversary of the closing date;

(e) expend a further US$1,500,000 on the Property by the second anniversary of the closing date;

(f) expend a further US$2,000,000 on the Property by the third anniversary of the closing date; and

(g) prepare and deliver a pre-feasibility study on the Property by no later than the fourth anniversary of the closing date.

In addition, under the Option, the Company has agreed as follows:

(a) upon completion of an inferred resource calculation that confirms the presence on the Propertyof a minimum of 100,000 tons lithium carbonate equivalent grading at no lower than 28 parts per million lithium grade average, the Company shall issue to Clayton Valley 1,000,000 common shares; and

(b) upon completion of an economic feasibility study by the Company on the Property (on or before the tenth anniversary of the closing date), pay to Clayton Valley US$2,000,000 in cash or in shares, or a combination thereof, determined at the election of the Company and subject to the approval of the Exchange.

Pursuant to the Option, Clayton Valley will also obtain a gross value returns royalty equal to 2.5% of the gross value of minerals produced and sold from the Property.

Insider / Pro Group Participation:  At the time of Agreement Mr. Frank Giustra indirectly held 16.55% of the shares of the Company and also indirectly held 20% of the outstanding shares in 1045564 B. C. Ltd.

Refer to the Company's Filing Statement dated November 20, 2015 on SEDAR for further information.

Graduation from NEX to TSX Venture, Symbol Change, Name Change, Resume Trading

In conjunction with the above, the Company has met the requirements to be listed as a TSX Venture Tier 2 Company.  Therefore, effective on Monday, November 30, 2015, 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, on Monday, November 30, 2015, the trading symbol for the Company will change from ROY.H to LIX.  The Company is classified as a 'Mining' company.

Pursuant to a resolution passed by directors November 17, 2015, the Company has changed its name as follows. There is no consolidation of capital.

Effective at the opening Monday, November 30, 2015, the common shares of Lithium X Energy Corp. will commence trading on TSX Venture Exchange Inc., and the common shares of Royce Resources Corp. will be delisted.  

Capitalization:  

Unlimited 

shares with no par value of which


28,125,732

shares are issued and outstanding

Escrow:  

5,000,000

shares subject to Tier 2 Value Escrow  




Transfer Agent: 

Computershare Trust Company of Canada

Trading Symbol:     

LIX 

(NEW)

CUSIP Number:  

536816101

(NEW)




Company Contact:   

Jasvir (Jessie) Kaloti

Company Address:  

Suite 3123 – 595 Burrard Street


Vancouver, B.C.  V7X 1J1

Company Phone Number:

604-609-6138

Company Fax Number:

604-609-6145

Company Email Address:  

jkaloti@fiorecorporation.com

                                        ________________________________________

ODESIA GROUP INC. ("ODS")
BULLETIN TYPE:  Suspend
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

Further to the Exchange bulletin dated November 13, 2015, effective at the opening on Monday, November 30, 2015, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements, the Company having less than 3 Directors.

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

________________________________________

PERUVIAN PRECIOUS METALS CORP. ("PPX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche a Non-Brokered Private Placement announced September 15, 2015 and October 9, 2015:

Number of Shares:  

661,000 shares



Purchase Price: 

$0.10 per share



Warrants: 

661,000 share purchase warrants to purchase 661,000 shares



Warrant Exercise Price: 

$0.15 for a two year period subject to an accelerated expiry provision



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.  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.

________________________________________

PRECIPITATE GOLD CORP. ("PRG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 19, 2015:

FIRST TRANCHE:

Number of Shares:       

10,000,000 shares





Purchase Price: 

$0.08 per share




Warrants:   

10,000,000 share purchase warrants to purchase 10,000,000 shares




Number of Placees:     

1 Placee





Insider / Pro Group Participation:





Insider=Y /


Name    


ProGroup=P

# of Shares




Strategic Metals Ltd.   


Y

10,000,000

________________________________________

REPLICEL LIFE SCIENCES INC. ("RP")
BULLETIN TYPE:  Private Placement-Brokered
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 20, 2015:

Number of Shares:   

1,739,000 shares





Purchase Price:  

$0.31 per share





Warrants:     

1,739,000 share purchase warrants to purchase 1,739,000 shares




Warrant Exercise Price:   

$0.40 for a two year period





Number of Placees: 

31 Placees





Insider / Pro Group Participation:








Insider=Y /


Name 


ProGroup=P

# of Shares




Aggregate Pro Group Involvement    


P

262,000


[2 Placees]






Agent's Fee:     

$15,376.00 plus 45,400 warrants is payable to Euro Pacific Canada Inc.


$27,751.20 plus 93,720 warrants is payable to Richardson GMP Limited

 

________________________________________

TAD MINERAL EXPLORATION INC. ("TJ")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement|
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating the Asset Purchase Agreement dated November 3, 2015 between the Company and S.M. Arshad Amin whereby the Company will acquire an undivided 100% interest in certain mineral claims known as the "Wollaston Lake Claims" totaling approximately 5,100 hectares located in northern Saskatchewan in consideration of 5,000,000 common shares.

________________________________________

The Westaim COrporation ("WED")
BULLETIN TYPE:  Change of Business, Correction
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 1 Company

Correction:

Further to the TSX Venture Exchange bulletin dated November 26, 2015 (the "Original Bulletin"), the CUSIP number of The Westaim Corporation is 956909303 and not 956909105 as was disclosed in the Original Bulletin. 

All other aspects on the Original Bulletin remain the same.

________________________________________

ULTRA LITHIUM INC. ("ULI")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 30, 2015 and November 5, 2015:

Number of Shares:   

8,970,000 shares


Purchase Price: 

$0.05 per share





Number of Shares:   

8,600,000 shares


Purchase Price:   

$0.0525 per share





Warrants:        

17,570,000 share purchase warrants to purchase 17,570,000 shares




Warrant Exercise Price:    

$0.10 for a one year period





Number of Placees:    

10 Placees





Insider / Pro Group Participation:





Insider=Y /


Name     


ProGroup=P

# of Shares

Kiki Smith   


Y

50,000

3L Financials Limited (W.Lang)


Y

534,000

GCE Capital Ltd. (W.Lang) 


Y

4,000,000

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.

________________________________________

WEST KIRKLAND MINING INC. ("WKM")("WKM.WT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

Effective at 5:39 a.m. PST, November 27, 2015, 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.

________________________________________

WEST KIRKLAND MINING INC. ("WKM")("WKM.WT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 27, 2015
TSX Venture Tier 2 Company

Effective at 7:45 a.m., PST, November 27, 2015, shares of the Company resumed trading, an announcement having been made.

________________________________________

NEX COMPANIES

MARTINA MINERALS CORP. ("MTN.H")
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  November 27, 2015
NEX Company

Further to the TSX Venture Exchange Bulletins dated April 13, 2015 and May 7, 2015, the Company has applied for reinstatement to trading, the Company having now maintained the services of a transfer agent in accordance with Policy 3.1.

Effective at the opening on Monday, November 30, 2015 trading will be reinstated in the securities of the Company.

                                           ________________________________________

NEOTECK SOLUTIONS INC. ("NEO.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 27, 2015
NEX Company

Further to the TSX Venture Exchange Bulletins dated October 1, 2015 and October 2, 2015, the Company has applied for a resumption to trading, the Company having announced the termination of the proposed transaction on October 29, 2015.

Effective at the opening on Monday, November 30, 2015 shares of the Company will resume trading.

                                           ________________________________________

SOURCE TSX Venture Exchange

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


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