TSX Venture Exchange Daily Bulletins

VANCOUVER, May 31, 2017 /CNW/ -

TSX VENTURE COMPANIES

AGILITY HEALTH, INC. ("AHI")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's documentation pertaining to a first tranche drawdown of a secured debt facility (the "Loan) in the aggregate amount of $4,000,000 between Agility Health, Inc. (the "Company"), and an arm's length party (the "Lender").  The Company has drawn down on $2,000,000 principle amount ("First Tranche") which will mature in three years and bears an interest rate of 15% per annum for the first nine months and 16% per annum thereafter.

Additionally, the Company has issued an aggregate of 1,170,858 bonus shares to the Lender and 2,312,500 guarantor warrants (each exercisable into one common share at a price of $0.105 for a two year period) to three non-arm's length guarantors (the "Guarantors") in connection with the First Tranche. 

For more information, refer to the Company's news release dated May 3, 2017.

________________________________________

BEAUFIELD RESOURCES INC. ("BFD")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 31, 2017
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the documentation relating to an arm's-length agreement between Beaufield Resources Inc. ("Beaufield") and Alto Ventures Ltd. (the "Vendor"), in connection with the acquisition by Beaufield of a 100% interest in a 299 hectare property located in Urban Township, Quebec, in consideration of $300,000 in cash and 2,750,000 Beaufield common shares. Beaufield will subscribe 2,916,667 common shares of the Vendor by way of private placement at a price of $0.12 per Vendor's share.

The Vendor will retain a 1% Net Smelter Return ("NSR") royalty on the property with a buyback provision for 0.5% of the NSR by Beaufield for $1 million.

For further details, please refer to the press release of Beaufield dated May 24, 2017.

RESSOURCES BEAUFIELD INC. («  BFD »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actif ou d'actions
DATE DU BULLETIN : Le 31 mai 2017
Société du groupe 1 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt d'une convention négociée auprès de parties sans lien de dépendance relativement à une convention entre Ressources Beaufield Inc. (la « société ») et Alto Ventures Ltd. (le « vendeur »), concernant l'acquisition par Beaufield d'un intérêt de 100% dans une propriété de 200 hectares située dans le canton Urban, Québec, en considération de 300 000 $ en espèces et 2 750 000 actions ordinaires de Beaufield. Beaufield souscrira 2 916 667 actions ordinaires du vendeur par placement privé à un prix de 0,12 $ par action du vendeur.

Le vendeur conservera une royauté de 1% sur les revenus nets de fonderie incluant une clause de rachat de 0,5% de la royauté pour 1 000 000 $.

Pour plus d'information, veuillez vous référer au communiqué de presse émis par Beaufield le 24 mai 2017.

__________________________________

CARTIER RESOURCES INC. ("ECR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 31, 2017
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 135,594 shares at a deemed price of $0.295 per share  to settle outstanding debt amounting to $40,000.

Number of Creditors:

2 creditors

 

For further details, please refer to the Company's press release dated May 19, 2017. The Company shall issue a news release when the shares are issued and the debt extinguished.

RESSOURCES CARTIER INC. (« ECR »)
T
YPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 31 mai 2017
Société du groupe 1 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission de 135 594 actions ordinaires au prix réputé de 0,295 $ l'action en règlement de dettes totalisant 40 000 $.

Nombre de créanciers :

2 créanciers

 

Pour plus d'information, veuillez consulter le communiqué de presse de la société daté du 19 mai 2017. La société émettra un communiqué de presse lorsque les actions seront émises et la dette acquittée.

_____________________________

COLORADO RESOURCES LTD. ("CXO")
BULLETIN TYPE:  Company Tier Reclassification
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company.  Therefore, effective Thursday, June 1, 2017, the Company's Tier classification will change from Tier 2 to:

Classification

Tier 1

________________________________________

E-ENERGY VENTURES INC. ("EEV")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 10:20 a.m. PST, May 31, 2017, trading in the shares of the Company was halted, pending company contact. 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.

________________________________________

EIGHT SOLUTIONS INC. ("ES")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an asset purchase agreement (the "Agreement") dated April 1, 2017 between Eight Technologies Inc. (the "Company") and Gener8 Digital Media Services Ltd (the "Purchaser") and a license termination agreement (the "LTA") dated March 31, 2017 among the Company, the Purchaser and Prime Focus Limited.  The Agreement entitles the Purchaser to acquire the Company's 3D Technology including the 3D Work Product, any and all processes, trade secrets, ideas, concepts, methodologies, templates, techniques and know-how which are conceived, developed or reduced to practice by the Company and/or otherwise used in connection with the 3D technology.

The LTA is contingent on closing of the Agreement. In connection with closing of the LTA, the Purchaser has paid the Company $3,000,000 in cash. In connection with the closing of the Agreement, the Company has been paid $2,000,000 cash in cash. Closing of the transactions contemplated by the Agreement and LTA occurred on May 30, 2017.

For further information, please see the Company's information circular dated May 30, 2017 and news releases dated April 4, 2017, May 2, 2017 and May 31, 2017. 

________________________________________

EMERALD HEALTH THERAPEUTICS INC ("EMH")
BULLETIN TYPE:  Prospectus-Unit Offering, Correction
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Further to the TSXV Bulletin dated May 4, 2017, the following details are corrected:

Unit Price:

$1.85 per unit, $1.755 per share and $0.19 per warrant

 

All other details in the bulletin remain unchanged.

________________________________________

ERIN VENTURES INC ("EV")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 443,293 shares to settle outstanding debt for $26,596.93 related to interest payments on convertible debentures.

Number of Creditors:

21 Creditors



Insider / Pro Group Participation:

None

 

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

________________________________________

FIREWEED ZINC LTD ("FWZ")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at open of trading, Thursday June 1, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

FOUNDERS ADVANTAGE CAPITAL CORP. ("FCF")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 1 Company

Effective at 10:30 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

FRONSAC REAL ESTATE INVESTMENT TRUST ("GAZ.UN")
BULLETIN TYPE:  Notice of Distribution
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

The Issuer has declared the following distribution(s):

Distribution per Unit:

$0.0045

Payable Date:

June 30, 2017

Record Date:

June 16, 2017

Ex-Distribution Date:

June 14, 2017

 

________________________________________

GOLDEN ARROW RESOURCES CORPORATION ("GRG")
[formerly:  GOLDEN ARROW RESOURCES CORPORATION ("GRG"),
NEW GAR ("GRG")]
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement, Plan of Arrangement
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Amending agreement

Further to the Exchange's bulletin dated, December 22, 2015, Golden Arrow Resources Corporation (the "Company") has advised the Exchange that Silver Standard Resources Inc.("Silver Standard") has exercised its option on the Company's Chinchillas Project, and on May 31, 2017, is expected to form a joint venture that combines the Chinchillas Project with Silver Standard's producing Pirquitas Mine into a single new operation. The joint venture will be owned on a 75%/25% basis by Silver Standard and the Company, respectively, as further described below. Silver Standard will be the operator. The transaction will be completed pursuant to the terms of a business combination agreement dated September 30, 2015 (as amended March 30, 2017, (the "Agreement") between the Company, Silver Standard and certain of their subsidiaries.

Plan of Arrangement

In connection with the completion of the transactions contemplated by the Agreement, on May 31, 2017, the Company is expected to effect a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").  The Arrangement was approved by shareholders of the Company at a special meeting of shareholders held on December 16, 2015 and approved by the Supreme Court of British Columbia on December 18, 2015. The full particulars of the Arrangement and the Agreement are set forth in the Company's information circular dated November 17, 2015, which is available under the Company's profile on SEDAR. .

Pursuant to the Arrangement, the shareholders of the Company will exchange their shares (the "Old GAR Shares" in Golden Arrow Resources Corporation for shares (the "New GAR Shares") in 1049708 B.C. Ltd ("New GAR") on a one-to-one basis. At the same time, New GAR will change its name to "Golden Arrow Resources Corporation," Golden Arrow Resources Corporation will change its name to "0694758 B.C. Ltd", and the Chinchillas Project will now be part of the new joint venture between the Company and Silver Standard.

Pursuant to the Arrangement, no new share certificates will be issued with respect to the New GAR Shares exchanged for Old GAR Shares. Rather, share certificates representing, on their face, Old GAR Shares, shall for all purposed be deemed to be share certificates representing New GAR Shares.

Shareholders of New GAR (which will continue to operate as Golden Arrow Resources Corporation) will hold a 25% interest in the new joint venture that includes the operating mine and processing plant at the Pirquitas Mine as well as the Chinchillas Project.

Shareholders of New Gar continue to have a 100% interest in all of the Company pre-Arrangement assets (excluding the Chinchillas Project and the shares of Valle Del Cura S.A., the entity that holds the Chinchillas Project).

Post - Arrangement:

Capitalization:

Unlimited

shares with no par value of which


98,106,934

shares are issued and outstanding

Escrow:

Nil





Transfer Agent:

Computershare  Investor Services Inc

Trading Symbol:

GRG

(Unchanged)

CUSIP Number:

38080W102

(new)

 

On Thursday June 1, 2017, the company's new CUSIP will take effect at market open.

________________________________________ 

GRIZZLY DISCOVERIES INC. ("GZD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 15, 2017:

Number of Shares:

2,760,000 common share units ("Units")


Each Unit consists of one common share and one common share purchase warrant



Purchase Price:

$0.05 per Unit



Warrants:

2,760,000 share purchase warrants to purchase 2,760,000 shares



Warrant Exercise Price:

$0.075 for up to 24 months from date of issuance



Number of Placees:

11 Placees

 

Insider / Pro Group Participation:

Name

Insider=Y /   
ProGroup=P 

# of Shares

Brian Testo

Y

300,000

Ray Wytinck

Y

200,000

Solomon Pillersdorf

Y

300,000

Aggregate Pro Group Involvement

P

100,000


[1 Placee(s)]



 

Finder's Fee:

$3,800 cash and 76,000 warrants ("Finder Warrants") payable to Leede Jones Gable Inc.


Each Finder Warrant is exercisable for one common share at $0.10 for up to 24 months from date of issuance

 

________________________________________

HAWKEYE GOLD & DIAMOND INC. ("HGO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 18, 2017:

Number of Shares:

981,666 shares



Purchase Price:

$0.075 per share



Warrants:

981,666 share purchase warrants to purchase 981,666 shares



Warrant Initial Exercise Price:  

$0.12



Warrant Term to Expiry:

1 Year



Number of Placees:           

7 Placees

 

Finder's Fee:


Brian Shaw

6,250 warrants



Finder Warrant Initial Exercise Price:

$0.12



Finder Warrant Term to Expiry: 

Same as private placement warrants

 

The Company issued a news release on May 31, 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.

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.

________________________________________

HIGHLAND COPPER COMPANY INC. ("HI")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 6:25 a.m. PST, May 31, 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.

________________________________________

HIGHLAND COPPER COMPANY INC. ("HI")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 7:15 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

MACDONALD MINES EXPLORATION LTD. ("BMK")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to an Purchase and Sale Agreement (the "Agreement"), dated May 3, 2017, between MacDonald Mines Exploration Ltd. (the "Company") and Noble Mineral Exploration Inc. – a TSX Venture listed company (the "Vendor"), whereby the Company will acquire a 100% interest in 18 contiguous patented mineral claims (the "Holdsworth Gold & Silver Property"), located in the Corbiere and Esquega Townships of northern Ontario.

Under the terms of the Agreement, the Company will earn a 100% interest in the Property by issuing up to 5,500,000 common shares, 5,500,000 common share purchase warrants and granting a 1.5% NSR royalty to the Vendor.  Each common share purchase warrant is exercisable into one common share at $0.30 for a three (3) year period.

This Agreement supersedes the Option and Joint Venture agreement entered into on December 8, 2016 between the parties.

For further details, please refer to the Company's news releases dated March 30, 2017 and May 4, 2017.

________________________________________

MAMMOTH RESOURCES CORP. ("MTH")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: May 31, 2017 
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,865,412 shares to settle outstanding debt for $149,232.95.

Number of Creditors:         

        3 Creditors

 

Insider / Pro Group Participation:

Creditor        

Insider=Y / 
Progroup=P

Amount 
Owing

Deemed Price
per Share  

# of Shares

Thomas Atkins

Y

$56,305.95

$0.08

703,824

Richard Simpson 

Y

$87,500.00

$0.08

1,093,750

Errol Farr 

Y

$5,427.00

$0.08

67,838

 

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

________________________________________

MARQUEE ENERGY LTD. ("MQX")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 7:30 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

MELKIOR RESOURCES INC. ("MKR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Mineral Property Acquisition Agreement dated May 12, 2017 between Melkior Resources Inc. (the Company) and Douglas N. Kakeeway (the Vendor) whereby the Company may acquire a 100% interest in 76 claims (3,004 acres) located in the White Lake area of Hemlo, Ontario.  Consideration is $5,000 cash and 1,500,000 common shares.  The Vendor retains a 3% NSR with the Company having the right to purchase one third (1%) for $1,000,000 at any time.

________________________________________

MELKIOR RESOURCES INC. ("MKR")
BULLETIN TYPE:  Regional Office Change
BULLETIN DATE:  May 31, 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 Montreal, Quebec to Vancouver, British Columbia.

________________________________________

MEXICAN GOLD CORP. ("MEX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 26, 2017 and May 18, 2017:

Number of Shares:

5,990,270 shares



Purchase Price:

$0.30 per share



Warrants:

5,990,270 share purchase warrants to purchase 5,990,270 shares



Warrant Exercise Price:

$0.45 for a two year period



Number of Placees:

38 Placees

 

Insider / Pro Group Participation:

 Name

Insider=Y /  
ProGroup=P

# of Shares

Palisade Global Investments Ltd.

Y                             

1,683,500

Aggregate Pro Group Involvement

P           

50,000


[2 Placees]



 

Finder's Fee:

Leede Jones Gable Inc. $14,700 cash and 49,000 finder's warrants payable.


Raymond James Ltd. $8,085 cash and 26,950 finder's warrants payable.


-Each finder warrant is exercisable into one common share at $0.45 for two years from closing.

 

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.]

________________________________________

NEWSTRIKE RESOURCES LTD. ("HIP")
[Formerly Newstrike Resources Ltd. ("NR")]
BULLETIN TYPE:  Reverse Takeover Completed, Private Placement – Non-Brokered, Symbol Change, Resume Trading
BULLETIN DATE:   May 31, 2017
TSXV Tier 2 Company

The common shares of the Company have been halted from trading since February 3, 2017, pending completion of a Reverse Take-Over. 

TSX Venture Exchange has accepted for filing the Reverse Takeover of Newstrike Resources Ltd. (the "Company"), which includes the acceptance of the following transactions:

Pursuant to the Master Agreement, as amended, dated February 3, 2017, the Company has acquired all the issued and outstanding securities of HPI Holdings Ltd. for 282,607,265 common shares at a deemed value of $0.125 per share.

Private Placement – Non-Brokered

Prior to the completion of the RTO, the Company completed a Non-Brokered Private Placement of subscription receipts of the Company which have been exchanged into the following securities in the Resulting Issuer:

Number of Shares:

25,000,000 common shares



Purchase Price:

$0.125 per common share



Number of Placees:

94 Placees

 

Insider / Pro Group Participation:

Name

Insider=Y / 
ProGroup=P

# of shares




Carmello Marrelli

Y                              

75,000

Thomas Flynn

Y    

270,000

Scott Kelly

Y    

788,000

Liam Scott

Y   

75,000

 

The Exchange has been advised that the above transactions have been completed.

Symbol Change

Effective at the opening, Thursday, June 1, 2017, the trading symbol for the Company will change from NR to HIP.

Resume Trading

Further to TSX Venture Exchange's Bulletins dated February 6 and February 9, 2017, effective at the open on Thursday, June 1, 2017, trading in the shares of the Company will resume.

Corporate Jurisdiction:

Ontario

Capitalization:

unlimited shares with no par value of which


364,181,846 shares are issued and outstanding

Escrow: 

245,907,720 common shares and 2,059,674 warrants

Escrow Term:

18 months for 1,463,000 common shares.  3 years for all other escrowed securities



Transfer Agent:

TSX Trust Company

Trading Symbol:

HIP (NEW)

CUSIP:

652508102 (Unchanged)

 

The Company is classified as an "Other Crop Farming" company.

Company Contact:

Jay Wilgar, President and CEO

Company Address:

67 Sinclair Blvd., Brantford, ON, N3X 7S6     

Company Phone Number:

(289) 681-4436            

Company Email Address:

jwilgar@newstrike.ca

Company Website:

www.newstike.ca         

________________________________________

NORTHERN EMPIRE RESOURCES CORP ("NM")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a letter of intent dated February 14, 2017 and an amendment letter dated March 31, 2017 (collectively, the "Agreement") between Northern Empire Resources Corp (the "Company") and Sterling Gold Mining Corporation ("SGMC") to acquire a 100% interest in the Sterling Property, Nevada (the "Property"). In addition, the Company will acquire a 100% interest in the Hoodoo canyone Property (currently leased to Newmont) and the following royalties:

(i)

3% NSR up to a limit of US$1,250,000 payable to SGMC on the Tenabo (Robertson) property;

(ii)

10% net profits royalty interest held by SGMC on the Blue Moon Property

 

In order to acquire the Property, the Company has paid Sterling US$10,100,000 and issued 5,000,000 common shares of the issuer on a pre-consolidation basis. The Property will be subject to the following net smelter royalties:

(i)

2% net NSR payable to Sterling on portions of the property not currently subject to royalties payable to SGMC. The Company can acquire 50% of the NSR for a payment of US$7.5 million.

 

If following closing, the Company issues common shares pursuant to equity financings, the Company shall have the continuing obligation to issue additional shares to SGMC so that SGMC can maintain its percentage interest in the total issued and outstanding share capital in the Company subject to a maximum of 5,000,000 pre-consolidation shares being issued before January 1, 2019, after which, the obligation will cease.

The transaction is arm's length.


CASH

SHARES

WORK EXPENDITURES

Pre-closing              

US$1,500,000

-

Nil

Closing                

US$8,600,000

5,000,000 (pre-consolidation)

Nil

Before January 1, 2019


5,000,000 (pre-consolidation)


 

For further information, please see the Company's news release February 15, 2017, April 3, 2017, May 15, 2017 and May 30, 2017

Resume Trading

Effective at the open of trading on Thursday, June 1, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

OMNI-LITE INDUSTRIES CANADA INC. ("OML")
BULLETIN TYPE:  Normal Course Issuer Bid
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 1 Company

TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated May 30, 2017. The Company may repurchase for cancellation, up to 800,000 shares in its own capital stock, representing approximately 10% of its Public Float, during the period June 1, 2017 to May 31, 2018.  Purchases pursuant to the bid will be made by Echelon Wealth Partners on behalf of the Company.

________________________________________

PRONTOFORMS CORPORATION ("PFM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 12:17 p.m. PST, May 30, 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.

________________________________________

PRONTOFORMS CORPORATION ("PFM")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

PURE ENERGY MINERALS LIMITED  ("PE")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation related to:

The share purchase agreement  ("Share Purchase Agreement") dated May 10, 2017, between Pure Energy Minerals Limited  (the "Company") and Lithium X Energy Corp ("LiX"), whereby the Company will acquire all of the issued and outstanding common shares of 1056625 B.C. Ltd., 1061582 B.C. Ltd. and LT Capital Holdings, LLC, each a wholly-owned subsidiary of LiX, acquiring LiX's interest in certain unpatented mineral claims (the "LIX Claims") in Clayton Valley, Esmeralda County, Nevada.
AND
The option agreement (the "Option Agreement") dated May 10, 2017, between the Company and GeoXplor Corp. ("GeoXplor") and Clayton Valley Lithium Inc. ("CVL", together with GeoXplor, the "Optionors"). The Option Agreement will supersede and terminate an option agreement dated April 30, 2014 entered into between the Company and GeoXplor, as well as an option agreement dated November 5, 2015 between a subsidiary of LiX and CVL.

In consideration of the Share Purchase Agreement the Company will issue to LiX:

  • 20,038,182 common shares (the "Consideration Shares") and
  • 2,022,290 common share purchase warrants (the "Consideration Warrants").

Each Consideration Warrant is exercisable to acquire one common share at an exercise price of $0.75 per common share for a period of 3 years from the Closing Date.

In consideration of the Option Agreement the Company will:

A)    Make the following cash payments to GeoXplor:

  • US$375,000 on the Closing Date; and
  • US$375,000 on or before the date that is one year from the Closing Date.

B)    On or before December 31, 2018 (the "Feasibility Study Date"), prepare and file a feasibility study on SEDAR;

C)    issue to GeoXplor the following common shares in the capital of the Issuer:

  • 1,250,000 common shares on the Closing Date;
  • 1,250,000 common share on or before the date that is one year from the Closing Date; and
  • 2,500,000 common shares on or before December 31, 2018.

D)    on or before the date that is 20 business days after the earlier of the Feasibility Study Date and the date of filing of the Feasibility Study on SEDAR, the Issuer shall either, at the election of GeoXplor:

  • pay GeoXplor US$500,000; or
  • issue to GeoXplor such number of common shares having a fair market value of US$500,000 (determined as at the trading date two business days prior to the date of issuance of such common shares).

E)    on or before the date that is 20 business days after the earlier of:

(i)     

the date of completion by the Issuer of any debt or equity financing (or series of financings) related to the Optioned Claims aggregating not less than US$20,000,000, such financings to take place after the date of the Option Agreement; and 

(ii)  

the date that is 18 months after the date of filing of the Feasibility Study on SEDAR,  the Issuer shall either, at the election of GeoXplor:


  • pay GeoXplor US$4,500,000; or
  • issue to GeoXplor such number of common shares having a fair market value of US$4,500,000 (determined as at the trading date two business days prior to the date of issuance of such common shares).

 

The Company will grant in favour of the Optionors, a 3% gross value returns royalty (the "Royalty") in respect of production from the Optioned Claims. In addition, the Issuer will pay to the Optionors an advance royalty of US$250,000 on each of the fourth and fifth anniversary of the Closing Date and US$500,000 on each anniversary thereafter (the "Advance Royalty"). Any amounts paid on account of the Advance Royalty shall be applied as payments on account of the Royalty. The Issuer shall have the right to repurchase the Royalty at any time after the eighth anniversary date of the Closing Date and prior to the ninth anniversary of the Closing Date for a purchase price of US$10,000,000 and thereafter the Issuer shall have no further obligation to pay the Royalty and the Advance Royalty.

Further information on the transaction is available in the company's SEDAR profile in news releases dated May 11, 2017 and May 31, 2017.


CASH

SHARES

WORK EXPENDITURES

Lithium X Energy Corp

$0

20,038,182 shares & 2,022,290 warrants   

$0

GeoXplor Corp.

US$5,750,000

5,000,000

Feasibility Study

 

________________________________________

QUANTUM INTERNATIONAL INCOME CORP. ("QIC")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's documentation pertaining to a secured term loan (the "Loan") between Quantum International Income Corp. (the "Company"), and an arm's length party (the "Lender").  The Lender has provided an aggregate loan of US$9,200,000 with redemption price of US$10,000,000, which shall mature in thirty months and bears an interest rate of 16% per annum.

Additionally, the Company shall issue 418,600 bonus warrants (each exercisable into one common share at a price of $0.3068 for a thirty month period) to the Lender in connection with the Loan.

For more information, refer to the Company's news release dated May 18, 2017.

________________________________________

WELLNESS LIFESTYLES INC. ("WELL")
[formerly MOVARIE CAPITAL LTD ("MOV")]
BULLETIN TYPE:  Name Change
BULLETIN DATE: May 31, 2017
TSX Venture Tier 2 Company

Pursuant to a Directors resolution dated May 26, 2017, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening June 1, 2017, the name of the Company will change and the common shares of Wellness Lifestyles Inc. will remain halted on TSX Venture Exchange, and the common shares of Movarie Capital Ltd. will be delisted.  The Company is classified as a 'Consumer Finance' company.

Capitalization:           

unlimited 

shares with no par value of which


13,219,949

shares are issued and outstanding

Escrow:                                       

3,320,200





Transfer Agent:                           

Computershare Investor Services Inc.

Trading Symbol:                           

WELL

NEW

CUSIP Number:                             

94990C108

NEW

 

________________________________________

WOW UNLIMITED MEDIA INC. ("RNK.A") ("RNK.B")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
TSX Venture Tier 1 Company

Effective at 6:30 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

NEX COMPANIES

DV RESOURCES LTD. ("DLV.H")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  May 31, 2017
NEX Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 16, 2017, 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.

________________________________________

E3 METALS CORP. ("ETMC.H")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 31, 2017
NEX Company

Effective at 12:45 p.m. PST, May 30, 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.

________________________________________

E3 METALS CORP. ("ETMC.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  May 31, 2017
NEX Company

Effective at 8:30 a.m. PST, May 31, 2017, shares of the Company resumed trading, an announcement having been made.

________________________________________

E3 METALS CORP. ("ETMC.H")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 31, 2017
NEX Company

Property-Asset or Share Purchase Agreement:

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation pertaining to a share exchange agreement dated May 8, 2017 (the "Agreement"), between Savannah Gold Corp. (now E3 Metals Corp, the "Company"), 1975293 Alberta Ltd. ("AlbertaCo.") and AlbertaCo. shareholders. Pursuant to the Agreement, the Company acquired a 100% interest in AlbertaCo.

AlbertaCo. holds the Clearwater and Exshaw properties, Alberta.

Consideration for AlbertaCo. is 6,000,000 common shares of the Company as well as 600,000 warrants, each warrant exercisable into a common share of the Company at a price of $0.30 on or before April 19, 2020.

Insider / Pro Group Participation:  N/A

For additional information please refer to the Company's news releases dated April 25, 2017 and May 31, 2017.

_______________________________________

PETROCORP GROUP INC. ("PCG.H")
BULLETIN TYPE:  Listing Maintenance Fees - Delist
BULLETIN DATE:  May 31, 2017
NEX Company

Effective at the close of business on Thursday, June 01, 2017, and in accordance with NEX Policy, section 15, the shares of the Company will be delisted from NEX, for failure to pay their quarterly NEX Listing Maintenance Fee.  Prior to delisting, the securities of the Company were subject to a suspension from trading.

________________________________________

TRUE GRIT RESOURCES LTD. ("TGI.H")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  May 31, 2017
NEX Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 7,260,000 shares at a deemed price of $0.05 per share and  2,730,000 share purchase warrants to settle outstanding debt for $363,000 owed by the company to various creditors.

Number of Creditors:

9 Creditors

 

Insider / Pro Group Participation:

Creditor

Insider=Y /
Progroup=P

Amount
Owing

Deemed Price 
per Share

# of Shares

Allan Williams        

Y

$35,000

$0.05

700,000

David McCue             

Y           

$55,000

$0.05

1,100,000

Aggregate Pro Group Involvement

[1 Creditor(s)]

P            

$53,000

$0.05

1,060,000

 

Warrants:

2,730,000 share purchase warrants to purchase 2,730,000 shares



Warrant Exercise Price:

$0.10 for a one year period

 

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

________________________________________

SOURCE TSX Venture Exchange

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


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