TSX Venture Exchange Daily Bulletins

VANCOUVER, Dec. 20, 2016 /CNW/ -

TSX VENTURES COMPANIES

APHRIA INC. ("APH")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to an Agreement for the Supply of Cannabis Extract dated August 19, 2016 (the "Agreement"), between Medlab Clinical Limited, Medlab Clinical U.S. Inc., Medlab Pty Ltd. (the "Vendor"), all arm's length parties, and Aphria Inc. (the "Company). Pursuant to the Agreement, the Company shall sell, supply and deliver certain cannabis extracts to the Vendor in accordance with the terms of the Agreement.

Please see the Company's profile at www.SEDAR.com for more information.

________________________________________

ASCENDANT RESOURCES INC. ("ASND")
[formerly Morumbi Resources Inc. ("MOC")]
BULLETIN TYPE:  Name Change and Consolidation
BULLETIN DATE: December 20, 2016
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders October 7, 2016, the Company has consolidated its capital on a 5 old for 1 new basis.  The name of the Company has also been changed as follows.

Effective at the opening Wednesday, December 21, 2016, the common shares of Ascendant Resources Inc. will commence trading on TSX Venture Exchange and the common shares of Morumbi Resources Inc. will be delisted.  The Company is classified as a 'Mining Exploration' company.

Post - Consolidation

Capitalization:                    

unlimited

shares with no par value of which


8,853,937

shares are issued and outstanding

Escrow:                                 

2,094,985

shares

 

Transfer Agent:                 

Computershare Trust Company of Canada

Trading Symbol:                   

ASND            

(NEW)

CUSIP Number:                    

043504109

(NEW)

                                    

________________________________________

AURION RESOURCES LTD. ("AU")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an Asset Purchase Agreement between the Company and Tertiary Gold Limited (an AIM listed company) whereby the Company will acquire the Kaaresselka and Kiekerőmma 1 Exploration Permit located in Finland.  Consideration is £15,000 plus applicable taxes and up to 400,000 common shares (as determined by dividing £85,000 by the volume weighted average price of the Issuers common shares as traded on the Exchange for five trading days preceding the date on which all conditions as set out in the agreement have been satisfied or waived and converted from Canadian dollars to Pound Sterling based on the average daily closing rates as published by the Bank of Canada for the five days subject to a floor of not less than the Discounted Market Price as of the date of the news release.)

The Company will enter into a royalty agreement with Tertiary regarding a 2% net smelter returns royalty on production and pre-production.  Also the Company has the right to purchase one half of the NSR Royalty at any time prior to the commencement of commercial production for US$1,000,000 subject to further Exchange review and acceptance.

________________________________________

BEARING RESOURCES LTD. ("BRZ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Effective at the open, Wednesday, December 21, 2016, trading in Bearing Resuorces Ltd.'s ("Bearing") common shares will resume, satisfactory documentation having been received by the TSX Venture Exchange Inc. in respect of a binding letter of intent between Bearing and Li3 Energy Inc. ("Li3") under which Bearing proposes to acquire from Li3 its interest in the Maricunga lithium brine project located in Chile (the "Reviewable Transaction").

This resumption of trading does not constitute acceptance of the Reviewable Transaction, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion.  Bearing is required to submit all of the required documentation relating to the Reviewable Transaction.

Completion of the Reviewable Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance.  There is a risk that the Reviewable Transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance.

For further information, please see the news release dated December 12, 2016 which is available under Bearing's profile on SEDAR.

________________________________________

BE RESOURCES INC. ("BER")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE: December 20, 2016
TSX Venture Tier 2 Company

Further to the Exchange bulletin dated July 31, 2014, effective at the open on Wednesday, December 21, 2016, the shares of the Company will resume trading, an announcement having been made on September 2, 2016.

________________________________________

BTL GROUP LTD. ("BTL")
BULLETIN TYPE:  Warrant Term Amendment
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the amendment of 1,194,164 share purchase warrants which have been exercised pursuant to the Warrant Exercise Incentive Program. The amendments are as follows:

# of Warrants:                                

1,194,164 share purchase warrants



Current Exercise Terms:                      

$1.00 until May 5, 2017 and June 16, 2017



Amendment:                              

For each warrant exercised, the warrant holder will receive a new warrant exercisable at $1.50 per share until December 17, 2017.

 

These warrants were issued pursuant to a private placement of 1,281,164 shares and 1,281,164 share purchase warrants which closed in two tranches on May 5, 2016 and June 16, 2016.                                       

________________________________________

DIVERGENT ENERGY SERVICES CORP. ("DVG")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension of the following warrants:

Private Placement:




# of Warrants:                                  

2,875,000



Expiry Date of Warrants:

December 31, 2016



New Expiry Date of Warrants:                

December 31, 2017



Exercise Price of Warrants:

$0.20 (unchanged)

 

These warrants were issued pursuant to a debenture extension that was accepted by the Exchange on February 25, 2015.

________________________________________

GALILEO EXPLORATION LTD. ("GXL")
[formerly Galileo Petroleum Ltd. ("GPL")]
BULLETIN TYPE:  Name Change
BULLETIN DATE: December 20, 2016
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the directors on September 1, 2016, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening Wednesday, December 21, 2016, the common shares of Galileo Exploration Ltd. will commence trading on TSX Venture Exchange, and the common shares of Galileo Petroleum Ltd. will be delisted.  The Company is classified as a 'Oil and Gas Exploration' company.

Capitalization:                 

                     unlimited

shares with no par value of which


12,766,681

shares are issued and outstanding

Escrow:                                     

                    nil

shares subject to escrow        

 

Transfer Agent:                         

Computershare Trust Company of Canada

Trading Symbol:                        

GXL             

(new)

CUSIP Number:                          

363546102

(new)

 

_______________________________________

GLOBAL GARDENS GROUP INC ("VGM")
BULLETIN TYPE:  New Listing-Shares
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 1 Company

Further to the TSX Venture Exchange bulletin dates December 19, 2016, the following details are corrected:

CUSIP Number:

37890T 10 1

 

All other details in the bulletin remain unchanged. 

________________________________________

NEVADA ENERGY METALS INC. ("BFF")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: December 20, 2016
TSX Venture Tier 2 Company

Further to TSX Venture Exchange bulletin dated March 23, 2016, the Exchange has accepted for filing the Company's proposal to issue 99,440 shares at $0.10, in consideration of certain services provided to the company pursuant to an agreement dated March 16, 2016.

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

________________________________________

NOBLE MINERAL EXPLORATION INC. ("NOB")
BULLETIN TYPE:  Private Placement-Brokered-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to Brokered and Non-Brokered Private Placements announced August 24, 2016:

Convertible Debenture/s:        

CDN$365,000 principal amount



Conversion Price:              

Convertible into post-consolidated units (based on a 1 for 5 consolidation ratio) at CDN$0.075 principal amount per post-consolidated unit for a period of one year from issuance and at CDN$0.10 principal amount per unit thereafter until maturity.  Each post-consolidated unit consists of one post-consolidated common share and one common share purchase warrant. 




In the event the consolidation is not approved by shareholders, the debenture(s) will bear interest at 10% per annum and be convertible into units at CDN$0.05 principal amount per unit in the first year and at CDN$0.10 principal amount per unit thereafter until maturity. Each unit consists of one common share and one common share purchase warrant, each being exercisable in one common share at CDN$0.05 for a five year period.



Warrants:   

Each warrant is exercisable into one post-consolidated common share at CDN$0.075 for a five year period. 



Maturity date:  

Two years from issuance



Interest rate: 

10% per annum



Number of Placees:

6 Placees



Agent's Fee:                                                  

IBK Capital Corp. was paid a cash commission of $11,250 and issued 166,666 non-transferable broker warrants. Each broker warrant entitles the holder to acquire one pre-consolidated unit at CDN$0.05 for a five year period, with the underlying warrant being exercisable into one pre-consolidated common share at CDN$0.075 for a five year period.

 

Insider / Pro Group Participation:




Name                                 

Insider=Y /
ProGroup=P          

Convertible Debentures




H. Vance White                                

Y             

$75,000

 

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued news releases announcing the closing of the private placements and setting out the expiry dates of the hold period(s).

______________________________________

ORGANTO FOODS INC. ("OGO")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 22,894 shares at a deemed price of $0.218395, in consideration of certain services provided to the company for the month of November, 2016 pursuant to an agreement dated August 1, 2016.

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

________________________________________

SILVERCREST METALS INC. ("SIL") ("SIL.WT")
BULLETIN TYPE:  Prospectus-Share Offering, Amendment, New Listing-Warrants, Amendment
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Prospectus-Share Offering, Amendment

Further to the TSX Venture Exchange Inc.'s (the "Exchange") Bulletin dated December 8, 2016, the Exchange has accepted an amendment with respect to SilverCrest Metals Inc. (the "Company") recently announced offering (the "Offering").

The Exchange has been advised that National Bank Financial Inc., PI Financial Corp., and Canaccord Genuity Corp. have exercised the over-allotment option to purchase an additional 682,500 common shares and 341,250 warrants of the Company.

The additional proceeds raised from the exercise of the over-allotment are $1,501,500.

Please refer to the Company's news releases issued on December 14, 2016.

New Listing-Warrants, Amendment

Further to the Exchange's Bulletin dated December 8, 2016, the Exchange has accepted for listing the 341,250 warrants granted pursuant to the exercise of the over-allotment.

The warrants were issued to subscribers of the Offering. Each warrant entitles the holder to purchase one common share of the Company at a price of $3.00 per share and will expire two (2) years following closing of the Offering, on December 6, 2018.

All other details are unchanged from the Exchange's December 8, 2016 Bulletin.

________________________________________

SPOT COFFEE (CANADA) LTD. ("SPP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 17, 2016:

Number of Shares:     

8,280,000 common shares



Purchase Price:            

$0.06 per share



Warrants:                     

4,140,000 share purchase warrants attached to purchase 4,140,000 shares



Warrant Exercise Price:     

$0.08 for a four year period



Number of Placees:        

10 Placees

 

Insider / Pro Group Participation:




Name                                         

Insider=Y /
ProGroup=P           

# of Shares

Just In Time Supplier, Inc.                         

Y                   

3,400,000

(Glen Abadir)



 

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

________________________________________

STRONGBOW EXPLORATION INC. ("SBW")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 7, 2016:

SECOND TRANCHE

Number of Shares:          

2,766,666 shares



Purchase Price:                

$0.15 per share



Warrants:                      

2,766,666 share purchase warrants to purchase 2,766,666 shares



Warrant Exercise Price:      

$0.20 for a two year period



Number of Placees:       

2 Placees

                                                 

THIRD TRANCHE

Number of Shares:          

1,560,000 shares



Purchase Price:             

$0.15 per share



Warrants:                         

1,560,000 share purchase warrants to purchase 1,560,000 shares



Warrant Exercise Price:     

$0.20 for a two year period



Number of Placees:            

4 Placees



Finder's Fee:

$7,500 plus 50,000 finder's warrants is payable to Faizal Esmail 

 

________________________________________

TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ("TWM")
BULLETIN TYPE:  Halt
B
ULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Effective at 1:10 p.m. PST, December 19, 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.

________________________________________

TIDEWATER MIDSTREAM AND INFRASTRUCTURE LTD. ("TWM")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, December 20, 2016, shares of the Company resumed trading, an announcement having been made.

________________________________________

VENDOME RESOURCES CORP. ("VDR")
BULLETIN TYPE:  Private Placement-Non-Brokered, Correction
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Further to our bulletin dated August 5, 2016, the Finder's Fee section should have stated:

Finder's Fee:                  

$54,256.25, and 7,234,166 broker warrants, each exercisable into units (each unit consisting of one share and one half of one warrant – each full warrant exercisable at the same terms as the warrants above) at a price of $0.0075 per share for a period of two years,  payable to First Republic Capital Corporation

 

________________________________________

VICTORY VENTURES INC. ("VVN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 02, 2016:

Number of Shares:          

25,000,000 shares

Purchase Price:                 

$0.02 per share

Number of Placees:             

15 Placees

Finder's Fee:


Thought Launch Capital & Advisory Ltd.      

$50,000.00 cash; 2,500,000 warrants exercisable at $0.05 for two years                       

 

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.

________________________________________

VISIONSTATE CORP. ("VIS")
BULLETIN TYPE:  Plan of Arrangement
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

Pursuant to special resolutions passed by the shareholders of Visionstate Corp. (the "Company") at the Annual and Special Meeting of the Shareholders held on December 9, 2016, a federally incorporated, wholly owned subsidiary of the Company ("Newco") amalgamated with BTV Games Inc., a private federal corporation, pursuant to Section 181 of the Canada Business Corporations Act to create a new corporation ("Amalco").  Upon amalgamation, the Company will receive approximately 5% of the shares of Amalco, which will be distributed to its shareholders in due course.

For further information, please refer to the Company's press release dated October 13, 2016 and the information circular filed on SEDAR November 14, 2016.

________________________________________

XEBEC ADSORPTION INC. ("XBC")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE:  December 20, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement as announced on November 15, 2016:

Convertible Debentures:                

$1,000,000



Conversion Price:                

Principal is convertible into 6,666,667 common shares at a conversion price of $0.15.



Maturity Date:                    

36 months following the closing of the Private Placement



Interest Rate:                     

9%



Number of Placees:                        

14 Placees

 

Insider / Pro Group Participation:          

Name

Insider=Y /
ProGroup=P


Number of Shares upon Conversion

Aggregate Pro-Group Involvement
(2 Placees)

P

1,666,667






 

The Company has announced the completion of the Private Placement in the press release of December 1, 2016.

XEBEC ADSORPTION INC. (« XBC »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier, débenture convertible
DATE DU BULLETIN : Le 20 décembre 2016
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier tel qu'annoncé le 15 novembre 2016 :

Débentures convertibles :   

1 000 000 $



Prix de conversion :                

Le capital est convertible en 6 666 667 actions ordinaires au prix de conversion de 0,15 $.



Date d'échéance :          

36 mois après la clôture du placement privé



Taux d'intérêt :             

9%



Nombre de souscripteurs :       

14 souscripteurs

 

Participation Initié / Groupe Pro :           

Nom

Initié = Y /
Groupe Pro = P

Nombre d'actions lors de la conversion

Group pro
(2 souscripteurs)

P

1 666 667

 

La société a annoncé avoir complété le placement privé dans le communiqué de presse du 1 décembre 2016.

_____________________________

NEX COMPANIES

CBD MED RESEARCH CORP. ("CBM.H")
BULLETIN TYPE:  Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE:  December 20, 2016
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 19, 2016:

Number of Shares:

5,904,049 shares



Purchase Price:

$0.06 per share



Warrants:

5,904,049 share purchase warrants to purchase 5,904,049 shares



Warrant Exercise Price:

$0.08 for a one year period



Number of Placees:

15 Placees

 

Insider / Pro Group Participation:




Name

Insider=Y /
ProGroup=P       

# of Shares

David A. Milroy

Y                        

2,791,950

Gary F. Zak

Y                    

383,333

 

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.

________________________________________

CENTURY ENERGY LTD. ("CEY.H")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  December 20, 2016
NEX Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 19, 2016, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2

This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

SOURCE TSX Venture Exchange

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


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