TSX Venture Exchange Daily Bulletins

VANCOUVER, Feb. 3, 2017 /CNW/ -

TSX VENTURES COMPANIES

ASHANTI GOLD CORP. ("AGZ")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 3, 2017
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 December 9, 2016:

Number of Shares:                   

263,750 shares



Purchase Price:                        

$0.40 per share



Warrants:                                 

131,875 share purchase warrants to purchase 131,875 shares



Warrant Exercise Price:             

$0.60 for a two year period. In the event the common shares of the company have a closing trading price of 85 cents or higher for a period of 10 consecutive trading days, the company may accelerate the expiry date of the warrants to a date that is 30 days from the date the company provides notice to the holders.



Number of Placees:                  

5 Placees

 

Insider / Pro Group Participation: 






Name                                                              

Insider=Y /
ProGroup=P

# of Shares




Aggregate Pro Group Involvement                    

P                                                           

62,500


[1 Placee]



 

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 February 1, 2017. [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.]

________________________________________

DOUBLEVIEW CAPITAL CORP. ("DBV")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  Feb 03, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jan 31, 2017:              

Convertible Debenture

$572,040.00 (U.S. $450,000)



Initial Conversion Price:            

$0.10 per common share



Term of Maturity:                      

18 Months



Interest Rate:                            

5%



Warrants:                                 

4,290,300 share purchase warrants to purchase 4,290,300 shares



Initial Exercise Price:                

$0.15. If the Issuer's shares trade at a volume weighted average price of CAD $0.30 over a period over a ten consecutive trading days, the Issuer will have the right to accelerate the expiry date of the Warrants to a date that is 15 days after the Issuer issues a news release announcing such acceleration.



Term to Expiry:                        

30 months from the date of issue of the Warrants.



Number of Placees:                  

2 Placees



Finder's Fee: 


Trump Securities LLC

$31,500.00 cash; 450,000 warrants



Finder Warrant Initial Exercise Price:                  

$0.15

Finder Warrant Term to Expiry:                          

same terms as warrants for subscribers

 

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.

________________________________________

HIT TECHNOLOGIES INC. ("HIT")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s; Amendment
BULLETIN DATE: February 3, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the amendment of the following convertible debenture/s:

Convertible Debenture              

$375,000



Original Conversion Price:         

Convertible into shares of the Company at a price of $0.05 in the first year and $0.10 in year two.



Amended Conversion Price:      

$0.05 until January 31, 2018 and $0.10 thereafter until the Maturity Date



Original Maturity Date:              

October 31, 2018



Amended Maturity Date:           

January 31, 2019

 

The convertible debentures were issued pursuant to a private placement which was originally accepted for filing by the Exchange effective November 11, 2016.

For further information, please refer to the Company's press release dated January 25, 2017.

________________________________________

HIT TECHNOLOGIES INC. ("HIT")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s; Private Placement-Non-Brokered
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Convertible Debenture Financing
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 25, 2017:

Convertible Debenture              

$300,000



Conversion Price:                     

Convertible into shares of the Company at a price of $0.05 in the first year and at a price of $0.10 thereafter. 



Maturity date:

Two years from closing

Interest rate:

10% per annum



Number of Placees:

2 Placees

 

Unit Financing
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 25, 2017:

Number of Shares:               

1,240,000 shares



Purchase Price:                  

$0.05 per share



Warrants:                            

620,000 share purchase warrants to purchase 620,000 shares



Warrant Exercise Price:     

$0.07 for a two year period



Number of Placees:        

1 Placee

 

The Company issued a news release on February 2, 2017 confirming closing of the private placement. 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.

________________________________________

KARSTEN ENERGY CORP ("KAY.H")
[formerly Karsten Energy Corp. ("KAY")]
BULLETIN TYPE:  Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE:  February 3, 2017
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 Monday, February 06, 2017, 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 February 06, 2017, 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 KAY to KAY.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.

_______________________________________

MCW ENERGY GROUP LIMITED ("MCW")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,899,970 common shares at a deemed value of $0.07125 per share to settle outstanding debt for CDN$135,372.87

Number of Creditors:

1 Creditor

 

For futher details, please refer to the Company's news release dated February 1, 2017.

________________________________________

MINFOCUS EXPLORATION CORP. ("MFX")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Letter of Agreement dated January 16, 2017 between Minfocus Exploration Corp. (the Company) and Neil V. Froc (the Vendor) whereby the Company may acquire a 100% interest in the Peregrine Property, located south eastern BC. Consideration is $10,000 cash and 1,000,000 shares over a two year period. The Vendor retains a 2% NSR with the Company retaining the right to purchase 1% for $1,000,000 after commercial production.

________________________________________

NIKOS EXPLORATIONS LTD. ("NIK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  Feb 03, 2017
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:

Flow-Through Shares:




Number of FT Shares:              

1,068,334 flow through shares



Purchase Price:                        

$0.09 per flow through share



Non Flow-Through Shares:




Number of Non-FT Shares:       

5,630,000 non flow through shares



Purchase Price:                        

$0.08 per non flow through share



Warrants:                                 

5,630,000 share purchase warrants to purchase 5,630,000 shares



Warrant Initial Exercise Price:    

$0.13



Warrant Term to Expiry:            

2 Years



Number of Placees:                  

24 Placees

 

Insider / Pro Group Participation:



Name              

Insider=Y /
Pro-Group=P
                      

# of Shares

ROGER MOSS                                       

Y                                                         

120,000

Trevor Boyd

Y

50,000

 

Finder's Fee:


Jean-David Moore         

86,100 shares                                                        

Peter Vermeulen            

218,750 shares 

Sherbrooke Street Capital Inc.

69,300 shares   

Peter Vermeulen     

218,750 shares 

Jean-David Moore

49,000 shares   

 

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.

________________________________________

NEVADA CLEAN MAGNESIUM INC. ("NVM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Effective at 8:14 a.m. PST, February 3, 2017, 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.

________________________________________

PANORAMA PETROLEUM INC. ("PPA")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 106,000,000 shares to settle outstanding debt for $5,567,446.

Number of Creditors:

2 Creditors                                                             



Insider / Pro Group Participation:










Creditor                             

Insider=Y / 
Progroup=P

Amount 
Owing

Deemed Price
 per Share

# of Shares

Larnite Corporation (Pvt.) Ltd (Lutfur Khan)    

Y

$400,000

$0.05

8,000,000

Maverick Petroleum Ltd.
(Lutfur Khan)

Y

$4,900,000

$0.05

98,000,000

 

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

________________________________________

ROGUE RESOURCES INC. ("RRS")
BULLETIN TYPE:  Regional Office Change
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and accepted the change of the Filing and Regional Office from Vancouver to Toronto.

________________________________________

RYU APPAREL INC. ("RYU")
BULLETIN TYPE:  Prospectus-Share Offering
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Effective January 25, 2017, the Company's Short Form Prospectus dated January 24, 2017 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission and Ontario Securities Commissions, pursuant to the provisions of the British Columbia and Ontario Securities Acts.

The Prospectus was filed under Multilateral Instrument 11-102 Passport System in Alberta, Saskatchewan, Manitoba, New Brunswick, and Nova Scotia. A receipt for the Prospectus is deemed to be issued by the regulator in this jurisdiction, if the conditions of the Instrument have been satisfied

TSX Venture Exchange has been advised that closing occurred on February 2, 2017, for gross proceeds of $3,734,440.65.

Agent:    

Canaccord Genuity Corp.



Offering:       

24,896,271 shares



Share Price:                

$0.15 per share



Agent's Warrants:

1,742,739 non-transferable warrants exercisable to purchase one share at a price of $0.20 per share until February 2, 2019.



Agent's Fee:                       

$261,410.85 commission, and corporate finance fee of $62,500 and 416,666 shares.

 

________________________________________

SMARTCOOL SYSTEMS INC. ("")
BULLETIN TYPE:  Warrant Term Extension - CORRECTION
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange bulletin dated January 27, 2017 the new expiry date of 11,280,000 warrants should be May 4, 2020 not May 4, 2010.

________________________________________

THE MINT CORPORATION ("MIT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Effective at 12:15 p.m. PST, February 2, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

TORRENT CAPITAL LTD. ("TORR")
[formerly Metallum Resources Inc. ("MRV")]
BULLETIN TYPE:  Change of Business, Name Change and Consolidation, Resume Trading
BULLETIN DATE:  February 3, 2017
TSX Venture Tier 2 Company

Change of Business

TSX Venture Exchange has accepted for filing the Company's Change of Business (the "COB"), as described in its Information Circular dated October 31, 2016 (the "Circular"). The Company has changed its business from a Mining Issuer to an Investment Issuer. The Exchange has been advised that the COB has received shareholder approval in a meeting held on November 30, 2016.

For additional information refer to the Circular and related disclosure available under the Company's profile on SEDAR.

The Company is classified as an 'Investment' company.

Resume Trading

As a result of the completion of COB, effective at the opening, February 6, 2017, trading in the common shares of the Company will resume.

Name Change and Consolidation

Pursuant to a resolution passed by shareholders on November 30, 2016, the Company has consolidated its capital on a 3 old for 1 new basis. The name of the Company has also been changed.

Effective at the opening, Monday, February 6, 2017, the common shares of Torrent Capital Ltd. will commence trading on TSX Venture Exchange, and the common shares of  Metallum Resources Inc. will be delisted.

Post-Consolidation



Capitalization:

Unlimited shares with no par value of which


23,648,336 shares are issued and outstanding



Escrow:

4,252,666 common shares (post-consolidation)

Transfer Agent:

TSX Trust Company                                                                      

Trading Symbol:                                

TORR  (new)

CUSIP Number:                

89141P107 (new)



Company Contact:           

Rob Randall, Chief Financial Officer

Company Address:              

1969 Upper Water Street, Suite 2001, Purdy's Wharf Tower II, Halifax, Nova Scotia

Company Phone Number:    

(902) 442-7187

Company Email Address: 

rrandall@numusfinancial.com

 

_____________________________________________________

NEX COMPANIES

CATALINA GOLD CORP. ("CA.H")
[formerly VALPARAISO ENERGY INC. ("VPO.H")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  February 3, 2017
NEX Company

Pursuant to a resolution passed by shareholders December 12, 2016, the Company has changed its name as follows. There is no consolidation of capital.

Effective at the opening Monday, February 6, 2017, the common shares of Catalina Gold Corp. will commence trading on TSX Venture Exchange and the common shares of Valparaiso Energy Inc. will be delisted.

Capitalization:                            

unlimited  shares with no par value of which


35,035,392  shares are issued and outstanding

Escrow:                                                        


nil


Transfer Agent:

CST Trust Company

Trading Symbol:                               

CA.H                   

(new)

CUSIP Number:                

148864101

(new)

 

________________________________________

WESTRIDGE RESOURCES INC. ("WST.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 3, 2017
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 30, 2017 and January 31, 2017:

Number of Shares:                   

1,400,000 shares



Purchase Price:                        

$0.25 per share



Warrants:                                 

1,400,000 share purchase warrants to purchase 1,400,000 shares



Warrant Exercise Price:             

$0.35 for a one year period



Number of Placees:                  

16 Placees

 

Insider / Pro Group Participation:






Name                                                              

Insider=Y /
ProGroup=P
                                  

# of Shares




Chris Cooper                                            

Y                                                  

30,000

Michael Young                                          

Y                                                  

40,000

 

Finder's Fee:

$2,500 plus 10,000 warrants payable to Canaccord Genuity Corp.


$2,500 plus 10,000 warrants payable to Haywood Securities Inc.


$8,500 plus 34,000 warrants payable to PI Financial Inc.


$12,500 plus 50,000 warrants payable to Gerald Stefaniuk

 

________________________________________

SOURCE TSX Venture Exchange

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


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