TSX Venture Exchange Daily Bulletins

VANCOUVER, Oct. 26, 2016 /CNW/ -

TSX VENTURE COMPANIES

ARGENTINA LITHIUM AND ENERGY CORP. ("LIT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  Oct 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Sep 29, 2016:

Number of Shares:                                   

10,000,000 shares





Purchase Price:                                        

$0.20 per share





Warrants:                                                 

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





Warrant Initial Exercise Price:                    

$0.30





Warrant Term to Expiry:                            

2 Years.  The warrants are subject to an accelerated exercise provision



in the event the weighted average trading price of the Company 's shares



is $0.75 or greated for 10 consecutive trading days.





Number of Placees:                                  

84 Placees





Insider / Pro Group Participation:







Insider=Y /


Name                                                         

Pro-Group=P                                                                                                                  

# of Shares

Darren Urquhart Chartered



Accountant Inc. (Darren Urquhart)              

Y                                                                                                                                             

75,000

NAC Investments Inc.



(Nikolaos Cacos)                                        

Y                                                                                                                                           

100,000

Aggregate Pro-Group



Involvement [6 Placees]                               

P                                                                                                                                           

660,000




Finder's Fee:






Shawn Perger                                              

$27,377.00 cash; 136,885 warrants; If the volume weighted average price



for the shares is $0.75 or greater for 10 consecutive trading days a notice



may be delivered that the warrants must be exercised within 20 days or the



warrants will expire on the 21st day, but not until the expiration of the



4 month hold period.





Amandla S.A. (Jorge Nunez)                       

$22,710.00 cash; 113,550 warrants; If the volume weighted average price



for the shares is $0.75 or greater for 10 consecutive trading days a notice



may be delivered that the warrants must be exercised within 20 days or the



warrants will expire on the 21st day, but not until the expiration of the



4 month hold period.





Canaccord Genuity Corp.                            

$280.00 cash; 1,400 warrants; If the volume weighted average price for



the shares is $0.75 or greater for 10 consecutive trading days a notice



may be delivered that the warrants must be exercised within 20 days or



the warrants will expire on the 21st day, but not until the expiration of



the 4 month hold period.





Industrial Alliance Securities Inc.                 

$2,800.00 cash; 14,000 warrants; If the volume weighted average price



for the shares is $0.75 or greater for 10 consecutive trading days a notice



may be delivered that the warrants must be exercised within 20 days or



the warrants will expire on the 21st day, but not until the expiration of the



4 month hold period.





Haywood Securities Inc.                                

$16,450.00 cash; 82,250 warrants; If the volume weighted average price



for the shares is $0.75 or greater for 10 consecutive trading days a notice



may be delivered that the warrants must be exercised within 20 days or



the warrants will expire on the 21st day, but not until the expiration of the



4 month hold period.





Finder Warrant Initial Exercise Price:            

$0.30





Finder Warrant Term to Expiry:                     

One warrant entitles purchase of one share for two years from issuance.


 

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.

________________________________________

CKR CARBON CORPORATION ("CKR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Memorandum of Agreement between Duane Bennett Parnham and CKR Carbon Corporation (the "Company"), whereby the Company has agreed to acquire 100% of the total issued share capital of Ludbay Properties (Pty.) Ltd. which holds the asset in buildings and property on tidewater in the town of Luderitz, Namibia.  In consideration, the Company will pay $50,000 in cash and issue a total of 3,500,000 shares which will be held in escrow and released within a fifteen-month period.

________________________________________

ENGOLD MINES LTD. ("EGM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

Effective at 6:04 a.m. PST, October 26, 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.

________________________________________

ENGOLD MINES LTD. ("EGM")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

Effective at 7:30 a.m. PST, October 26, 2016, shares of the Company resumed trading, an announcement having been made.

________________________________________

EUREKA RESOURCES INC. ("EUK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 29, 2016:

First Tranche:






Number of Shares:                                   

1,325,000 shares





Purchase Price:                                        

$0.10 per share





Warrants:                                                 

662,500 share purchase warrants to purchase 662,500 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

Michael Sweatman                                      

Y                                                                                                                                   

500,000

Warren Stanyer                                          

Y                                                                                                                                  

250,000

MBP Management Ltd.



 (Brent Petterson)                                       

Y                                                                                                                                  

100,000

Aggregate Pro Group



Involvement [2 Placees]                              

P                                                                                                                                   

400,000




Finder's Fee:                                              

$4,200 cash and 42,000 warrants payable to Haywood Securities Inc.



Finder's fee warrants are exercisable at $0.10 per unit; the units are



under the same terms as those to be issued pursuant to the private



placement.


 

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.

________________________________________

GFG RESOURCES INC. ("GFG")
[formerly Crest Petroleum Corp. ("CTP.H")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Name Change, Graduation from NEX to TSX Venture
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Crest Petroleum Corp.'s (now renamed GFG Resources Inc.) (the "Company") Qualifying Transaction described in its information circular dated September 7, 2016 (the "Information Circular").  As a result, effective at the opening on Thursday, October 27, 2016, the trading symbol for the Company will change from CTP.H to GFG 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.

Acquisition of all of the issued and outstanding shares of GFG Resources Inc.:

The Company and GFG Resources Inc. ("GFG") entered into an arrangement pursuant to which the Company acquired 100% of the issued and outstanding securities of GFG in exchange for like securities of the Company on a one for one basis. GFG is a private gold exploration company headquartered in Saskatoon, Saskatchewan Canada. GFG owns 100% of the Rattlesnake Hills Project, a district scale gold exploration project located approximately 100 kilometers southwest of Casper, Wyoming U.S.

The Exchange has been advised that the transaction has been approved by shareholders of the Company at a meeting of shareholders held on October 14, 2016 and that the transaction has been completed. The full particulars of the Company's Qualifying Transaction are set forth in the Information Circular, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.

Name Change:

Pursuant to a directors' resolution dated October 11, 2016, Crest Petroleum Corp. has changed its name to GFG Resources Inc.  There is no consolidation of capital.

Effective at the opening on Thursday, October 27, 2016, the common shares of GFG Resources Inc. will commence trading on the Exchange and the common shares of Crest Petroleum Corp. will be delisted.  The Company is classified as a 'Mineral Exploration/Development' company.

Capitalization:                                     

Unlimited

shares with no par value of which


43,253,483

shares are issued and outstanding

Escrow:                                             

6,545,576

shares are subject to a 36 month staged release



Tier 2 Value Security Escrow Agreement.




Transfer Agent:                                      

TSX Trust Company

Trading Symbol:                                     

GFG                     

(NEW)

CUSIP Number:                                      

36165F 10 1         

(NEW)

 

Graduation from NEX to TSX Venture:

In accordance with Policy 2.5, the Company has met the requirements for a Tier 2 company.  Therefore, effective at the opening on Thursday, October 27, 2016, the Company's Tier classification will change from NEX to Tier 2.

________________________________________

GOLDCLIFF RESOURCE CORPORATION ("GCN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 8, 2016 and September 29, 2016:

Number of Shares:                                   

6,600,000 shares





Purchase Price:                                        

$0.19 per share





Warrants:                                                 

3,300,000 share purchase warrants to purchase 3,300,000 shares





Warrant Exercise Price:                             

$0.25 for a two year period





Number of Placees:                                  

28 Placees





Insider / Pro Group Participation:







Insider=Y /


Name                                                         

ProGroup=P                                                                                                         

# of Shares

George Sanders                                         

Y                                                                                                                                

1,200,000

Graham Scott                                             

Y                                                                                                                                   

100,000

Paul Saxton                                                 

Y                                                                                                                                  

130,000

Aggregate Pro Group



Involvement [5 Placees]                              

P                                                                                                                                  

685,262




Finder's Fee:                                               

Haywood Securities Inc. receives $5,700 and 30,000 non-transferable



warrants, each exercisable at $0.25 per share for two years.



Canaccord Genuity Corp. receives $4,115 and 21,666 non-transferable



warrants, each exercisable at $0.25 per share for two years.



Stubos Capital Inc. (George Stubos) receives $11,400 and 60,000



non-transferable warrants, each exercisable at $0.25 per share for



two years.



Darrell Brookstein receives $1,140 and 6,000 non-transferable warrants,



each exercisable at $0.25 per share for two years.


 

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 on August 24, 2016, August 31, 2016, September 16, 2016 and October 20, 2016. [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 PEAK MINERALS INC. ("GP")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an option agreement dated October 13, 2016 (the 'Agreement') between the Company and 2522962 Ontario Inc. (Ian Martin, Kevin Filo, Natasha Blackburn, George Pirie, Bob Breese and Ingrid Hibbard) (the 'Optionor'). Pursuant to the terms of the Agreement, the Company may acquire a 100% in the Grenfell Property in Ontario (the 'Property'). By way of consideration, the Company will make cash payments totalling $200,000 and will issue 1,000,000 shares in stages at a deemed price of $0.36 per share.

The Property is subject to a number of underlying royalties in favour of certain third parties. 2090720 Ontario Inc. and 22299667 Ontario Inc. have a combined buy-back right of 0.5% on a 2% NSR on certain leases within the Property. The Company has entered into a letter agreement dated October 13, 2016 with these parties to transfer their interests in the buyback to the Company. Consideration for this transfer is 250,000 shares of the Company, issuable once the option has been exercised in full.

Please refer to the Company's news release dated October 19, 2016 for further details.

________________________________________

GOLDEN PEAK MINERALS INC. ("GP")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: October 26, 2016 
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 186,296 shares and 177,037 share purchase warrants to settle outstanding debt for $50,300.

Number of Creditors:                           

3 Creditors









Insider / Pro Group Participation:











Insider=Y /    

       Amount

         Deemed Price


Creditor                                              

Progroup=P 

          Owing

                per Share

         # of Shares

P. Joseph Meagher                               

Y                   

$2,500

$0.27

9,259






Warrants:                                             

177,037 share purchase warrants to purchase 177,037 shares






Warrant Exercise Price:                        

$0.36 for a four year period

 

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

________________________________________

JAXON MINERALS INC. ("JAX")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an option agreement dated October 7, 2016 (the 'Agreement') between the Company and CJL Enterprises Ltd. (Chris Warren, Loren Warren) (the 'Optionor'). Pursuant to the terms of the Agreement, the Company may acquire a 100% interest in the AG-ZN-Pb-Au Price Creek Property in British Columbia (the 'Property'). By way of consideration, the Company will make cash payments totalling $75,000 and will issue 500,000 shares at a deemed price of $0.075 per share. An additional 200,000 shares will be issued in the event of commercial production. The Property is subject to an advance royalty of $5,000 per year commencing in year five, and a 2% NSR in favour of the Optionor, which can be repurchased for $1,000,000 per 1%.

Please refer to the Company's news release dated September 28, 2016 for further details.

________________________________________

JAXON MINERALS INC. ("JAX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 28, 2016:

Number of Shares:                              

10,383,000 shares





Purchase Price:                                   

$0.07 per share





Warrants:                                            

5,191,500 share purchase warrants to purchase 5,191,500 shares





Warrant Exercise Price:                        

$0.10 for a one year period





Number of Placees:                              

18 Placees





Insider / Pro Group Participation:







Insider=Y /


Name                                                    

ProGroup=P                                                                                                         

# of Shares

Leif Smither                                           

Y                                                                                                                                

1,100,000




Finder's Fee:                                        

$28,000 payable to Carl James



$1,400 payable to Raymond James


 

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.

________________________________________

MAGNUM GOLDCORP INC. ("MGI")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  October 26, 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:                                                    

2,555,000

Original Expiry Date of Warrants:                        

November 8, 2015 (extended to November 8, 2016)

New Expiry Date of Warrants:                              

November 8, 2018

Exercise Price of Warrants:                                 

$0.10

 

These warrants were issued pursuant to a private placement of 2,555,000 common shares with 2,555,000 share purchase warrants attached and 3,065,000 flow-through shares, which was accepted for filing by the Exchange effective November 12, 2013.

________________________________________

MANITOK ENERGY INC. ("MEI") (" MEI.DB") ("MEI.WT")
BULLETIN TYPE:  Prospectus- Note Offering, New Listing- Note, New Listing-Warrants          
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 1 Company

Prospectus- Note Offering

Effective September 28, 2016, the Company's Prospectus dated September 28, 2016 (the "Base Shelf Prospectus") and the prospectus supplement to the Base Shelf Prospectus dated October 13, 2016 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta and Ontario Securities Commission.  The prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied

TSX Venture Exchange has been advised that closing will occur on October 27, 2016, for gross proceeds of $21,207,100.

Offering:                                              

212,071 Units


Each Unit will consist of $100 principal amount of 10.5% senior secured notes (the "Notes") and 164 common share purchase warrants.



Underwriter(s):                                      

Raymond James Ltd.


Integral Wealth Securities Limited


GMP Securities L.P.


Trapeze Capital Corp.


Industrial Alliance Securities Inc.



Underwriter's Commission:                    

4.5% of the gross proceeds



Details of the Notes:




Maturity Date:                                        

November 15, 2021.



Redemption:                                          

50% of the Notes may be redeemed, at the option of the Company, in whole or in part, upon not more than 60 days and not less than 30 days prior written notice to the debentureholders at any time prior to November 15, 2018 at a redemption price of 110.5% of the principal amount.



Interest:                                                 

10.5% per annum and will be payable quarterly in arrears in equal installments commencing on February 15, 2017.



Subordination:                                       

The payment of principal and interest on the Notes is subordinated in right of payment to the extent set forth in the trust indenture governing the Notes to the prior payment in full of all existing and future senior indebtedness of the Company.



Conversion:                                           

The Notes are not convertible



Day Count Type:                                    

365-day or 366-day year, as applicable

Interest Start Date:                                

October 27, 2016

First Coupon Date:                                

February 15, 2017

Coupon Dates:                                      

May 15, 2017; August 15, 2017; November 15, 2017; February 15, 2018; May 15, 2018; August 15, 2018; November 15, 2018; February 15, 2019; May 15, 2019; August 15, 2019; November 15, 2019; February 17, 2020; May 15, 2020; August 17, 2020; November 16, 2020; February 15, 2021; May 17, 2021; August 16, 2021; November 15, 2021.

 

For further information, please refer to the Company's Prospectus dated September 28, 2016 and the prospectus supplement to the Base Shelf Prospectus dated October 13, 2016.

New Listing- Notes

Effective at the opening October 27, 2016, the Notes of the Company will commence trading on TSX Venture Exchange.  The Company is classified as an 'Oil and Gas Extraction' company.

Corporate Jurisdiction:




Capitalization:                                          

$21,207,100  Notes are issued and outstanding



Transfer Agent:                                      

Computershare Trust Company of Canada

Trading Symbol:                                     

MEI.DB

CUSIP Number:                                      

563499AA0



Sponsoring Member:                              

Raymond James Ltd.



Underwriter's Warrants:                           

None



Details of the Notes:




Term:                                                       

5 years from the date of their issuance and are redeemable in full on November 15, 2021.



Redemption:                                            

50% of the Notes may be redeemed, at the option of the Company, in whole or in part, upon not more than 60 days and not less than 30 days prior written notice to the debentureholders at any time prior to November 15, 2018 at a redemption price of 110.5% of the principal amount.



Interest:                                                   

10.5% per annum and will be payable quarterly in arrears in equal installments commencing on February 15, 2017. 



Subordination:                                         

The payment of principal and interest on the Notes is subordinated in right of payment to the extent set forth in the trust indenture governing the Notes to the prior payment in full of all existing and future senior indebtedness of the company.



Conversion:                                             

The Notes are not convertible.



Clearing and Settlement:                         

The Notes will clear and settle through CDS.



Board Lot:                                                

The Notes will trade in a board lot size of $100 face value.

 

For further information, please refer to the Company's Prospectus dated September 28, 2016 and the prospectus supplement to the Base Shelf Prospectus dated October 13, 2016.

New Listing-Warrants

Effective at the opening October 27, 2016, the  warrants of the Company will commence trading on TSX Venture Exchange.  The Company is classified as an 'Oil and Gas Extraction' company.

Corporate Jurisdiction:                               

Alberta



Capitalization:                                             

34,779,644 warrants are issued and outstanding



Transfer Underwriter:                                 

Computershare Trust Company of Canada

Trading Symbol:                                         

MEI.WT

CUSIP Number:                                          

563499128

 

The warrants were issued pursuant to the Company's Prospectus dated September 28, 2016 and the prospectus supplement to the Base Shelf Prospectus dated October 13, 2016.  Each warrant entitles the holder to purchase one common share at a price of $0.18 per share and will expire on November 15, 2021.

________________________________________

MARGARET LAKE DIAMONDS INC. ("DIA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 27, 2016:

Number of Shares:                              

7,850,000 shares





Purchase Price:                                   

$0.10 per share





Warrants:                                            

3,925,000 share purchase warrants to purchase 3,925,000 shares





Warrant Exercise Price:                        

$0.30 for a two year period, subject to an acceleration clause.





Number of Placees:                              

58 Placees





Insider / Pro Group Participation:







Insider=Y /


Name                                                    

ProGroup=P                                                                                                         

# of Shares

Buddy Doyle                                          

Y                                                                                                                                 

600,000

Aggregate Pro Group



Involvement [1 Placee]                         

P                                                                                                                                  

500,000




Finder's Fee:                                        

Mackie Research Capital Corporation $31,320 cash and 522,000



broker units payable.



Canaccord Genuity Corp. $3,000 cash and 50,000 broker units payable.



Each broker warrant is exercisable into units with the same terms as



the offering.


 

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.]

________________________________________

MILLENNIAL ESPORTS CORP. ("MIL")
[formerly Stratton Capital Corp. ("SNK.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement- Non Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture and Resume Trading
BULLETIN DATE: October 26, 2016
NEX Company

Qualifying Transaction-Completed

TSX Venture Exchange (the "Exchange") has accepted for filing Stratton Capital Corp.'s (the "Company") Qualifying Transaction described in its Filing Statement dated October 7, 2016. As a result, at the opening on Thursday, October 27, 2016, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:

The Company acquired all the issued and outstanding shares of Pro Gaming League Inc. ("PGL") by way of a securities purchase agreement dated May 16, 2016 (the "Transaction"), and issued 85,449,812 Common Shares to the shareholders of PGL, including those issued pursuant to the financings. Prior to the closing of Transaction, the Company consolidated all of its issued and outstanding common shares on a 4 old for 1 new basis and changed its name to "Millennial Esports Corp.".  Under the Transaction, all shareholders of PGL exchanged their common shares of PGL for post-consolidated common shares of the Company on a 1 for 1 basis and the convertible securities of PGL remained convertible under their terms for like securities of the Company in lieu of PGL securities, also on a 1 for 1 basis. 

As a result of the Transaction, a total of 12,300,000 resulting issuer common shares and 420,000 resulting issuer warrants are escrowed pursuant to an Exchange Tier 2 Value escrow and an additional 981,000 resulting issuer common shares are subject to the CPC escrow agreement.  

The resulting issuer is classified as an "internet games site" issuer (NAICS Number: 519130).

For further information, please refer to the Company's Filing Statement dated October 7, 2016 available on SEDAR.

Resume Trading:

Further to TSX Venture Exchange's Bulletin dated March 3, 2015, trading in the securities of the Resulting Issuer will resume at the opening on Thursday, October 27, 2016.

Effective at the opening on Thursday, October 27, 2016, the trading symbol for the Company will change from "SNK.H" to "MIL".

Private Placement – Non Brokered

TSX Venture Exchange has accepted for filing documentation with respect to a Non-brokered Private Placement announced on May 16, 2016. The financing included shares of PGL at $0.10 per share. Each share is exchangeable for post consolidated shares of the Company on a 1 for 1 basis. 

Number of Shares:                   

40,605,400 post-consolidated shares



Purchase Price:                        

$0.10 per post-consolidated share



Number of Placees:                  

28 Placees

 

There was no insider or pro group participation in the non-brokered financing.

The Company has confirmed the closing of the Private Placement via a press release dated October 20, 2016.

Name Change and Consolidation

At the annual meeting of shareholders on June 15, 2015, shareholders approved special resolutions approving the Company's capital consolidation on a 4 old share for 1 new share basis and to change the name of the Company. Pursuant to the Qualifying Transaction, the name of the Company has been changed from Stratton Capital Corp. to Millennial Esports Corp.

Effective at the opening on Thursday, October 27, 2016, the shares of Millennial Esports Corp. will commence trading on the Exchange and the Shares of Stratton Capital Corp. will be delisted.

Graduation from NEX to TSX Venture

In conjunction with the above, the Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Thursday, October 27, 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 Toronto.

Capitalization:                                       

Unlimited

number of shares with no par value of which


87,263,856

shares are issued and outstanding




Escrow:                                            

13,281,000

shares




Transfer Agent:                                    

Computershare (Toronto office)




Trading Symbol:                                   

MIL                

(new)




CUSIP Number:                                    

60041L108   

(new)




Issuer Contact:                                      

Alex A. Igelman, Chief Executive Officer

Issuer Address:                                    

57 Spadina Avenue, Suite 208, Toronto, Ontario, M5V 2J2

Issuer Phone Number:                           

(647) 346-1888

Issuer email:                                          

management@millennialesports.com

 

______________________________________

RAINMAKER ENTERTAINMENT INC. ("RNK") ("RNK.DB")
BULLETIN TYPE:  Halt
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 1 Company

Effective at 1:58 p.m. PST, October 25, 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.

________________________________________

RAINMAKER ENTERTAINMENT INC. ("RNK") ("RNK.DB")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 1 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated October 26, 2016, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange 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.

________________________________________

RAINY MOUNTAIN ROYALTY CORP. ("RMO")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  October 26, 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:                                                    

1,575,000

Original Expiry Date of Warrants:                         

November 6, 2016

New Expiry Date of Warrants:                               

November 6, 2018

Exercise Price of Warrants:                                  

$0.10

 

These warrants were issued pursuant to a private placement of 1,575,000 shares with 1,575,000 share purchase warrants attached, which was accepted for filing by the Exchange effective November 6, 2014.

________________________________________

SAVOY VENTURES INC. ("SVO.H")
[formerly Savoy Ventures Inc. ("SVO")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Resume Trading
BULLETIN DATE: October 26, 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 Thursday, October 27, 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 Vancouver to NEX.

As of October 27, 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 SVO to SVO.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 market.

Effective at the opening, Thursday, October 27, 2016, the securities of the Company will resume trading.  Further to the Exchange Bulletin dated February 20, 2015, a news release was issued on May 6, 2016, announcing that the Company will not be proceeding with its proposed acquisition.  The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.

________________________________________

SG SPIRIT GOLD INC. ("SG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

SG Spirit Gold Inc. ("SG Spirit") announced on October 25, 2016 that it will not be proceeding with its proposed agreement (the "Agreement") dated May 26, 2016, among SG Spirit and ArcScan, Inc. ("ArcScan). Pursuant to the Agreement, SG Spirit had proposed to acquire 100% of ArcScan's shares. The Agreement was previously announced May 26, 2016.

Effective at the open, Thursday, October 27, 2016, the common shares of SG Spirit will resume trading.

________________________________________

SOFAME TECHNOLOGIES INC. ("SDW.H")
[formerly Sofame Technologies Inc. ("SDW")]
BULLETIN TYPE:  Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE:  October 26, 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 Thursday, October 27, 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 Montreal to NEX.

As of October 26, 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 SDW to SDW.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 market.

Further to the TSX Venture bulletin dated March 31, 2015, trading in the shares of the Company will remain suspended.

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

_______________________________________

STARLIGHT U.S. MULTI-FAMILY (NO. 5) CORE FUND ("SUA.A") ("SUA.U")
BULLETIN TYPE:  Normal Course Issuer Bid
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has been advised by the Fund that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated October 26, 2016, it may repurchase for cancellation up to 2,042,526 class A limited partnership units and 268,912 class U limited partnership units in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange during the period November 1, 2016 to October 31, 2017. Purchases pursuant to the bid will be made by Raymond James Ltd. on behalf of the Fund.

________________________________________

TRUECLAIM EXPLORATION INC. ("TRM")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,083,400 shares to settle outstanding debt of $254,170.

Number of Creditors:                           

4 Creditors









Insider / Pro Group Participation:











Insider=Y /   

         Amount

         Deemed Price


Creditor                                             

Progroup=P 

            Owing

                per Share

         # of Shares

Byron Coulthard                                  

Y                   

$65,170

$0.05

1,303,400

Terry Loney                                         

Y                  

$70,000

                               " 

1,400,000

 

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

________________________________________

WEALTH MINERALS LTD. ("WML")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  Oct 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Oct 20, 2016:

Number of Shares:                   

1,185,000 shares



Purchase Price:                        

$1.10 per share



Number of Placees:                  

8 Placees



Finder's Fee:


Haywood Securities Inc.            

$53,900.00 cash

 

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.

________________________________________

ZENITH ENERGY LTD. ("ZEE")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  October 26, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 325,000 common shares at a deemed price of $0.08 to settle outstanding debt for $26,000 owed to a service provider for services rendered.

Number of Creditors:                           

1 Creditor



Insider / Pro Group Participation:        

None



Warrants:                                            

None

 

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

________________________________________

NEX COMPANIES

MILLENNIAL ESPORTS CORP. ("MIL")
[formerly Stratton Capital Corp. ("SNK.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement- Non Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture and Resume Trading
BULLETIN DATE: October 26, 2016
NEX Company

Qualifying Transaction-Completed

TSX Venture Exchange (the "Exchange") has accepted for filing Stratton Capital Corp.'s (the "Company") Qualifying Transaction described in its Filing Statement dated October 7, 2016. As a result, at the opening on Thursday, October 27, 2016, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:

The Company acquired all the issued and outstanding shares of Pro Gaming League Inc. ("PGL") by way of a securities purchase agreement dated May 16, 2016 (the "Transaction"), and issued 85,449,812 Common Shares to the shareholders of PGL, including those issued pursuant to the financings. Prior to the closing of Transaction, the Company consolidated all of its issued and outstanding common shares on a 4 old for 1 new basis and changed its name to "Millennial Esports Corp.".  Under the Transaction, all shareholders of PGL exchanged their common shares of PGL for post-consolidated common shares of the Company on a 1 for 1 basis and the convertible securities of PGL remained convertible under their terms for like securities of the Company in lieu of PGL securities, also on a 1 for 1 basis. 

As a result of the Transaction, a total of 12,300,000 resulting issuer common shares and 420,000 resulting issuer warrants are escrowed pursuant to an Exchange Tier 2 Value escrow and an additional 981,000 resulting issuer common shares are subject to the CPC escrow agreement.  

The resulting issuer is classified as an "internet games site" issuer (NAICS Number: 519130).

For further information, please refer to the Company's Filing Statement dated October 7, 2016 available on SEDAR.

Resume Trading:

Further to TSX Venture Exchange's Bulletin dated March 3, 2015, trading in the securities of the Resulting Issuer will resume at the opening on Thursday, October 27, 2016.

Effective at the opening on Thursday, October 27, 2016, the trading symbol for the Company will change from "SNK.H" to "MIL".

Private Placement – Non Brokered

TSX Venture Exchange has accepted for filing documentation with respect to a Non-brokered Private Placement announced on May 16, 2016. The financing included shares of PGL at $0.10 per share. Each share is exchangeable for post consolidated shares of the Company on a 1 for 1 basis. 

Number of Shares:                     

40,605,400 post-consolidated shares



Purchase Price:                        

$0.10 per post-consolidated share



Number of Placees:                  

28 Placees

 

There was no insider or pro group participation in the non-brokered financing.

The Company has confirmed the closing of the Private Placement via a press release dated October 20, 2016.

Name Change and Consolidation

At the annual meeting of shareholders on June 15, 2015, shareholders approved special resolutions approving the Company's capital consolidation on a 4 old share for 1 new share basis and to change the name of the Company. Pursuant to the Qualifying Transaction, the name of the Company has been changed from Stratton Capital Corp. to Millennial Esports Corp.

Effective at the opening on Thursday, October 27, 2016, the shares of Millennial Esports Corp. will commence trading on the Exchange and the Shares of Stratton Capital Corp. will be delisted.

Graduation from NEX to TSX Venture

In conjunction with the above, the Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Thursday, October 27, 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 Toronto.

Capitalization:                                     

Unlimited

number of shares with no par value of which


87,263,856

shares are issued and outstanding




Escrow:                                           

13,281,000

shares




Transfer Agent:                                    

Computershare (Toronto office)




Trading Symbol:                                   

MIL                

(new)




CUSIP Number:                                      

60041L108    

(new)




Issuer Contact:                                      

Alex A. Igelman, Chief Executive Officer

Issuer Address:                                      

57 Spadina Avenue, Suite 208, Toronto, Ontario, M5V 2J2

Issuer Phone Number:                           

(647) 346-1888

Issuer email:                                          

management@millennialesports.com 

 

______________________________________

SOURCE TSX Venture Exchange

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


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