TSX Venture Exchange Daily Bulletins

VANCOUVER, Feb. 8, 2016 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  February 5, 2016
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on February 5, 2016 against the following company for failing to file the documents indicated within the required time period:

Symbol

Tier

Company

 Failure to File

Period

Ending
(Y/M/D)

TEA     

2

   Tearlach Resources Limited     

annual audited financial statements

as required under Part 4 of National

Instrument 51-102 Continuous

Disclosure Obligations (NI 51-102)

for the year ended

 15/09/30









a Form 51-102F1 Management's

Discussion and Analysis as required

under Part 5 of NI 51-102 for the

period ended

15/09/30

Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

________________________________________

AVALA RESOURCES LTD. ("AVZ")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 22, 2016:

Convertible Debenture:       

US$500,000 principal amount



Conversion Price:          

Convertible into common shares at CDN$0.05 of principal amount outstanding per share up to 180 days after maturity.



Maturity date:                  

May 26, 2016



Interest rate:                    

12% per annum



Number of Placees:         

1 Placee



Insider / Pro Group Participation:

Name

Insider=Y / 
ProGroup=P
 

Convertible Debentures

Dundee Precious Metals Inc.

 Y

US$500,000

(Dundee Corporation)



For further details, please refer to the Company's news release dated January 27, 2016.

________________________________________

BEWHERE HOLDINGS INC. ("BEW")
[formerly BeWhere Holdings Inc. ("BEW.H")]
BULLETIN TYPE: Resume Trading, Reverse Takeover-Completed, Private Placement-Non-Brokered, Graduation from NEX to TSX Venture, Symbol Change
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

Reverse Takeover:

The common shares of BeWhere Holdings Inc. (the "Company") have been halted from trading since September 21, 2015, pending completion of a Reverse Take-Over. 

The TSX Venture Exchange has accepted for filing the Company's Reverse Take-Over ("RTO"), which includes the following transactions:

  • The Arms length transaction of all the shares of BeWhere, Inc. ("BeWhere") for the consideration of 18,999,996 shares.
  • A Finder's Fee of 1,166,667 shares will be paid to Lions Edge Capital Incorporated in connection with the RTO.

The Exchange has been advised that the above transactions, approved by shareholders on January 26, 2016, have been completed.

Capitalization:                   

Unlimited  shares with no par value of which


40,256,324 shares are issued and outstanding

Escrow:

18,999,996 shares will be subject to a 3 year Exchange Value Escrow



The Company is classified as a "Technology" company.

Private Placement:

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

Number of Shares:       

13,563,002 shares



Purchase Price:             

$0.15 per share



Warrants:                    

6,781,501 share purchase warrants to purchase 6,781,501 shares



Warrant Exercise Price:        

$0.25 for a three year period



Number of Placees:       

89 Placees



Insider / Pro Group Participation:


Name                                           

Insider=Y / 
ProGroup=P
                     

# of Shares

Michael Blady

Y

100,000

Ryan Cheung

Y

100,000

Kieran O'Brian

Y

166,666

Christopher Panczuk

Y

500,000

Paul Alexander Christie

Y

166,000

Robert Allen

Y

333,000

Owen Moore

500,000

Aggregate Pro Group Involvement 
[7 Placees]

P

1,306,668




Finder's Fee:

$3,600 cash and 24,000 warrants payable to Brant Securities Limited


$29,940 cash and 199,600 warrants payable to Canaccord Genuity Corp


$15,960 cash and 106,400 warrants payable to Cranson Capital Securities Inc.


$12,079.99 cash and 80,533 warrants payable to Dundee Securities Ltd.


$13,596 cash and 90,640 warrants payable to Foster and Associates


$1,920 cash and 12,800 warrants payable to Industrial Alliance Securities Inc.


$9,760.01 cash and 65,066 warrants payable to First Republic Capital Corporation


$792 cash and 5,280 warrants payable to Leede Jones Gable Inc.


$2,880 cash and 19,200 warrants payable to Mackie Research Capital Corporation


$15,800.02 cash and 105,333 warrants payable to PI Financial Corp.


$2,000 cash and 13,333 warrants payable to Richardson GMP Ltd.


$8,652 cash and 57,680 warrants payable to Raymond James Ltd.

Each Finders Warrant will entitle the holder to purchase a common share of the Company at $0.25 per share for a period of 3 years following closing.

Graduation from NEX

The Company has met the requirements to be listed as a TSX Venture Tier 2 Company.  Therefore, effective on Monday, February 8, 2016, 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.

Resume Trading:

Effective at the open, Tuesday, February 9, 2016, trading in the shares of the Company will resume.

Company Contact:

Owen Moore        

Company Address:

6685 Tomken Road, Suite 211,


Mississauga, ON, L5T 2J6

Company Phone Number:             

1-844-229-4347    

Company Fax Number:          

416-533-7890       

Company Email Address:      

info@bewhere.com

________________________________________

CANADIAN ZEOLITE CORP. ("CNZ")
[formerly Canadian Mining Company Inc. ("CNG")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

Change of Name

Pursuant to a resolution passed by shareholders on January 15, 2016, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening Tuesday, February 9, 2016, the common shares of Canadian Zeolite Corp. will commence trading on TSX Venture Exchange, and the common shares of Canadian Mining Company Inc. will be delisted.  The Company is classified as a 'Mineral Exploration/Development' company.

Capitalization:                    

Unlimited  shares with no par value of which


16,304,862  shares are issued and outstanding

Escrow:                                

Nil  shares



Transfer Agent:                         

CST Trust Company

Trading Symbol:                       

CNZ                      (NEW)

CUSIP Number:                        

136800109           (NEW)

Change of Corporate Jurisdiction

TSX Venture Exchange has accepted for filing the continuation of the Company from the Province of Alberta to the Province of British Columbia as approved by the shareholders of the Company on January 15, 2016.  The Company has advised the Exchange that the change is effective February 9, 2016.  For information about the rights of shareholders in British Columbia, see the Company's information circular for the January 15, 2016 shareholders' meeting.

________________________________________

CANASIL RESOURCES INC. ("CLZ")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 4, 2016:

Number of Shares:

2,000,000 shares



Purchase Price:

$0.15 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.

________________________________________

EESTOR CORPORATION ("ESU")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: February 8, 2016
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated February 3, 2016, the Exchange has been advised that the Cease Trade Order issued by the Ontario Securities Commission dated February 3, 2016 has been revoked.

Effective at the opening, Tuesday, February 9, 2016, trading will be reinstated in the securities of the Company.

________________________________________

EMBERCLEAR CORP. ("EMB.H")
[formerly EmberClear Corp. ("EMB")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company.  Therefore, effective at the opening on Tuesday, February 9, 2016 the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Calgary to NEX.

As of February 9, 2016, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.

The trading symbol for the Company will change from EMB to EMB.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture.

The Company's shares will remain suspended.

________________________________________

GEODEX MINERALS LTD. ("GXM")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders January 29, 2016, the Company has consolidated its capital on a (10) ten old for (1) one new basis.  The name of the Company has not been changed.

Effective at the opening Tuesday, February 9, 2016, the common shares of Geodex Minerals 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


2,110,053   shares are issued and outstanding

Escrow                          

Nil   shares



Transfer Agent:               

Computershare Investor Services Inc.

Trading Symbol:             

GXM                 (UNCHANGED)

CUSIP Number:             

371937301       (NEW)

________________________________________

GOLDEX RESOURCES CORPORATION ("GDX")
BULLETIN TYPE:  Consolidation; Correction
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

Further to TSX Venture Exchange Bulletin dated February 5, 2016, the following information is corrected:

Effective at the opening Monday, February 8, 2016, the common shares of Goldex Resources Corporation will commence trading on TSX Venture Exchange on a consolidated basis.

All other details remain unchanged.

________________________________________

INTERNATIONAL FRONTIER RESOURCES CORPORATION ("IFR")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  February 8, 2016
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:                       

4,000,000

Original Expiry Date of Warrants:          

November 12, 2016

New Expiry Date of Warrants:                

December 2, 2017

Exercise Price of Warrants:                    

$0.10

These warrants were issued pursuant to a private placement of 4,000,000 shares with 4,000,000 share purchase warrants attached, which was accepted for filing by the Exchange effective November 11, 2013. The term of the warrants was previously extended and accepted for filing by the Exchange on November 7, 2014.

Private Placement:

# of Warrants: 

2,800,000

Original Expiry Date of Warrants: 

October 29, 2016

New Expiry Date of Warrants:

December 2, 2017

Exercise Price of Warrants:

$0.10

These warrants were issued pursuant to a private placement of 2,800,000 shares with 2,800,00 share purchase warrants attached, which was accepted for filing by the Exchange effective October 29, 2014.

________________________________________

MCW ENERGY GROUP LIMITED ("MCW")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture(s)
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

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

Convertible Debenture          

US$555,556 secured convertible debenture



Conversion Price:             

Convertible into units at CDN$0.47 principal amount outstanding per unit until maturity. Each unit consists of one common share and one common share purchase warrant.



Warrants:                         

Each warrant is exercisable into one common share at CDN$0.4935 for a five year period



Maturity date:               

Eighteen (18) months from issuance



Interest rate:                  

5% per annum



Number of Placees:           

1 Placee

For further details, please refer to the Company's news release dated December 20, 2015.

 ________________________________________

SATURN MINERALS INC. ("SMI")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  February 8, 2016
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: 

2,200,000

Original Expiry Date of Warrants: 

February 7, 2016

New Expiry Date of Warrants:

April 7, 2016

Exercise Price of Warrants:

$0.15

These warrants were issued pursuant to a private placement of 5,650,000 non-flow-through shares and 625,000 flow-through shares with 3,137,500 share purchase warrants attached, which was accepted for filing by the Exchange effective February 14, 2014 and March 18, 2014.

________________________________________

SATURN MINERALS INC. ("SMI")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

Effective at 4:43 a.m. PST, February 8, 2016, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

SPHINX RESOURCES LTD. ("SFX") 
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 296,468 common shares at a deemed issue price of $0.05 per share to settle outstanding debts of the amount of $14,823.48.

Number of Creditors:            4 Creditors

Insider / Pro Group Participation:

Name

Insider=Y /

Pro Group=P

Number of shares

John W.W. Hick

Y

74,117

Kerry Sparkes

Y

74,117

David A. Johnson

Y

74,117

Michel Gauthier

Y

74,117

The Company announced that settlement of debt in a news release dated February 2, 2016.

RESSOURCES SPHINX LTÉE. (« SFX »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 8 février 2016
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de la documentation de la société relativement à l'émission proposée de 296 468 actions ordinaires au prix réputé de 0,05 $ l'action en règlement de dettes totalisant 14 823,48 $.

Nombre de créanciers :        4 créanciers

Participation des initiés / Groupe Pro :

Nom

Initié = Y /

Groupe Pro = P

Nombre d'actions

John W.W. Hick

Y

74 117


Kerry Sparkes

Y

74 117


David A. Johnson

Y

74 117


Michel Gauthier

Y

74 117


La société a annoncé ce règlement de dette dans le communiqué de presse daté du 2 février 2016.

________________________________________

TRIBUTE PHARMACEUTICALS CANADA INC. ("TRX")
BULLETIN TYPE:  Amalgamation, Remain Halted, Delist
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an agreement and plan of merger and arrangement (the "Agreement") pursuant to which Tribute Pharmaceuticals Canada Inc. ("Tribute") will complete a plan of arrangement (the "Arrangement") with Aralez Pharmaceuticals Inc. ("Aralez") and ARLZ CA Acquisition Corp., resulting in Tribute becoming a wholly-owned subsidiary of Aralez.  Pursuant to the Agreement, Pozen Inc. will merge with a wholly-owned subsidiary of Aralez and will become a wholly-owned subisidiary of Aralez. Shareholders of the Company shall receive 0.1455 shares of Aralez for each share of the Company.

As a result of the Arrangement, the Company will be delisted at the close of business on Monday, February 8, 2016.

For more information, refer to the Company's information circular dated January 5, 2016.

________________________________________

XYLITOL CANADA INC ("XYL")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 8, 2016         
TSX Venture Tier 2 Company

Effective at 9:11 a.m. PST, February 8, 2016, trading in the shares of the Company was halted due to failure to maintain Exchange requirements. 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.

________________________________________

ZAIO CORPORATION ("ZAO")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 8, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,000,000 shares at a deemed price of $0.06 per share and 1,200,000 common share purchase warrants ("Warrants"), which are each exercisable into one common share at a price of $0.25 for up to 36 months from date of issuance, to settle outstanding amounts owed to two Officers of the Company.

Number of Creditors:                2 Creditors

Insider / Pro Group Participation:

Creditor           

Insider=Y / 
Progroup=P          

Amount 

Owing         

Deemed Price p

er Share         

# of Shares

Ronald Love

Y

$120,000

$0.06

1,200,000






Warrants:

1,200,000









Warrant Exercise Price:

$0.25 for up to 36 months from date of issuance.


________________________________________

NEX COMPANIES
BACKSTAGEPLAY INC. ("BP.H")
[formerly Oramericas Corp. ("OA.H")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  February 8, 2016
TSX Venture NEX Company

Pursuant to a resolution passed by Directors January 22, 2016, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening Tuesday, February 9, 2016, the common shares of Backstageplay Inc. will commence trading on TSX Venture Exchange, and the common shares of Oramericas Corp. will be delisted.  The Company is classified as a 'Software Development' company.

Capitalization:                     

Unlimited  shares with no par value of which


21,078,375  shares are issued and outstanding

Escrow:                                   

                      Nil  shares



Transfer Agent:                         

Equity Financial Trust Company

Trading Symbol:                         

BP.H                    (NEW)

CUSIP Number:                          

056362106          (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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