TSX Venture Exchange Daily Bulletins

VANCOUVER, July 19, 2017 /CNW/ -

TSX VENTURE COMPANIES

ASCENDANT RESOURCES INC. ("ASND")("ASND.WT")
BULLETIN TYPE:  Graduation
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has been advised that the Company's shares and certain warrants will be listed and commence trading on Toronto Stock Exchange at the opening on Thursday, July 20, 2017 under the symbols "ASND" and "ASND.WT", respectively.

As a result of this Graduation, there will be no further trading under the symbol "ASND" or "ASND.WT" on TSX Venture Exchange after Wednesday, July 19, 2017, and its shares and listed warrants will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.

________________________________________

APIVIO SYSTEMS INC. ("APV")
BULLETIN TYPE:  Delist
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 1 Company

Effective at the close of business on Wednesday, July 19, 2017, the common shares of Apivio Systems Inc. ("Apivio") will be delisted from TSX Venture Exchange (the "Exchange") at the request of Apivio.

As announced on June 13, 2017, Nuri Telecom Company Limited ("Nuri") announced that, following the take-up and payment of 49,866,773 common shares of Apivio pursuant to a previously announced takeover offer (the "Offer") by Nuri's wholly-owned subsidiary 1101324 B.C. Ltd. (the "Offeror"), the Offeror has mailed a notice of compulsory acquisition (the "Notice of Compulsory Acquisition") to all remaining holders of common shares of Apivio in accordance with the compulsory acquisition provisions in the Business Corporations Act (British Columbia) ("BCBCA") (the "Compulsory Acquisition"). Under the terms of the Compulsory Acquisition, and subject to the terms of the BCBCA, the holders of all the remaining common shares of Apivio not currently owned by the Offeror ("Remaining Shareholders") will be entitled to receive the same consideration per share as paid under the Offer, being $0.45 in cash per share.

________________________________________

CALIFFI CAPITAL CORP. ("CFI.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, July 19, 2017, trading in the shares of the Company was halted, pending confirmation of closing of the arrangement. 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.

________________________________________

CANVASS VENTURES LTD. ("CVS.P")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 27, 2017:

Number of Shares:

*3,100,000 shares



Purchase Price:

$0.10 per share



Number of Placees:

18 Placees

Insider / Pro Group Participation:

Name                                          

Insider=Y / 
ProGroup=P

# of Shares

Aggregate Pro Group Involvement      

P

130,000

  [2 Placees]






*150,000 of 3,100,000 shares are subject to CPC Escrow Agreement.

 

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.

________________________________________

CASTLE SILVER RESOURCES INC. ("CSR")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  Jul 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jul 14, 2017:

Number of Shares:

4,412,500 shares



Purchase Price:

$0.20 per share



Warrants:

4,412,500 share purchase warrants to purchase 4,412,500 shares



Warrant Initial Exercise Price:

$0.30



Warrant Term to Expiry:

2 Years



Number of Placees:

25 Placees

Insider / Pro Group Participation:

Name

Insider=Y /
Pro-Group=P

# of Shares

Aggregate Pro-Group Involvement [1 Placee]

P

100,000

 

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.

________________________________________

C-COM SATELLITE SYSTEMS INC. ("CMI")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 1 Company

The Issuer has declared the following dividend(s):

Dividend per Share:

$0.0125

Payable Date:

August 17, 2017

Record Date:

August 3, 2017

Ex-Dividend Date:

August 1, 2017

 

________________________________________

ELEMENT LIFESTYLE RETIREMENT INC. ("ELM")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Offer to Purchase Agreement dated April 20, 2017 between Element Lifestyle Retirement Inc. (the "Company") and Focus United Limited Partnership, whereby the Company has agreed to acquire a 1.96 acre commercial property located at Bayview Place, Victoria, BC.  The purchase price for the lands is $6.7 million, subject to closing adjustments, payable in cash.  A commission of 3.5% of the purchase price is payable to TRG Realty.

________________________________________

FERONIA INC. ("FRN")("FRN.DB")
BULLETIN TYPE:  Debenture Offering, Amendment
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 1 Company

Debenture Offering, Amendment:

Further to TSX Venture Exchange (the "Exchange") bulletins dated August 27, 2012 and December 24, 2012, the Exchange has accepted for filing documentation with respect to amendments of the currently listed "12.0% Unsecured Subordinated Debentures" (Symbol: FRN.DB) of Feronia Inc. (the "Company").  The amendments shall be made to the Indenture dated July 24, 2012, pursuant to a Second Amending Agreement dated July 24, 2017.  In accordance with the Indenture, the Company has secured the consent of holders of its "12.0% Unsecured Subordinated Debentures", representing over 662/3% of the principal amount outstanding of the existing "12.0% Unsecured Subordinated Debentures" (the "Majority Holders"), to amend the terms of the indenture governing the "12.0% Unsecured Subordinated Debentures". The currently listed "12.0% Unsecured Subordinated Debentures" ("FRN.DB") will be amended with the following new terms:

a)   amend the maturity date from July 24, 2017 to July 24, 2022; and

b)   amend the conversion price from $1.75 to $0.275

The amended debentures will be posted for trading at the opening of business on Tuesday July 25, 2017 with the existing CUSIP number, "31527RAB5". 

There will be no change to the trading symbol ("FRN.DB").

Details of the amended debentures ("12% Unsecured Subordinated Debentures")

Corporate Jurisdiction:

British Columbia



Capitalization:

5,363 "12% Unsecured Subordinated Debentures" of $5,363,000 face value will be issued and outstanding.



Transfer Agent:

TSX Trust Company



Trading Symbol:

FRN.DB (unchanged)



CUSIP Number:

31527RAB5 (unchanged)



Maturity:

July 24, 2022 (the "Maturity Date")



Interest:

The Debentures will bear interest at the rate of 12% per annum payable semi-annually, in cash on June 30 and December 31 with the first interest payment occurring on December 31, 2017.



Subordination:

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



Conversion:

Each Debenture is convertible, at the Debenture holder's option, into common shares at any time prior to the close of business on the Business Day immediately preceeding the Maturity Date at $0.275 per common share.



Clearing and Settlement:

The "12% Unsecured Subordinated Debentures" that trade on an NCI basis will clear and settle through CDS.



Board Lot:

The "12% Unsecured Subordinated Debentures" will trade in a board lot size of $1,000 face value.

 

________________________________________

GIYANI METALS CORP. ("WDG")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement"), between Giyani Metals Corp. (the "Company") and an arm's length party (the "Vendor"), whereby the Company will acquire a 100% interest in Menzi Battery Metals (Pty) Limited (the "Target") – a company incorporated in accordance with the laws of Botswana.

Under the terms of the Agreement, the Company will issue 2,000,000 common shares to the Vendor as consideration for the Target.

For further details, please refer to the Company's news release dated July 13, 2017.

________________________________________

GOLDBANK MINING CORPORATION ("GLB")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 06, 2017:

Flow-Through Shares:




Number of FT Shares:

4,483,334 flow through shares



Purchase Price:

$0.075 per flow through share



Warrants:

2,241,667 share purchase warrants to purchase 2,241,667 shares



Warrant Initial Exercise Price:  

$0.15



Warrant Term to Expiry:

3 Years



Non Flow-Through Shares:




Number of Non-FT Shares:

5,516,666 non flow through shares



Purchase Price:

$0.075 per non flow through share



Warrants:

2,758,333 share purchase warrants to purchase 2,758,333 shares



Warrant Initial Exercise Price:

$0.15



Warrant Term to Expiry:

3 Years



Number of Placees:

7 Placees

Insider / Pro Group Participation:

                                                                       
Name

Insider=Y /  
Pro-Group=P

# of Shares

Anthony Beruschi

Y                       

4,000,000

Blizzard Finance Corp.

Y

1,600,000


(Raymond Roland, James Boyce, Irvin Ridd)



 

The Company issued a news release on July 18, 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.

________________________________________

MACDONALD MINES EXPLORATION LTD. ("BMK")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 338,844 common shares to settle outstanding debt for CDN$69,462.93

Number of Creditors:     

            7 Creditors

Insider / Pro Group Participation:

Creditor

Insider=Y / 
Progroup=P

Amount 
Owing

Deemed Price
per Share

# of Shares






Craig Scherba

Y

$12,382.73

$0.205

60,404

Quentin Yarie

Y

$9,184.96

$0.205

44,805

Joseph Heng

Y

$2,388.19

$0.205

11,650

 

For further details, please refer to the Company's news releases dated April 25, 2017 and July 18, 2017.

________________________________________

MONITOR VENTURES INC. ("MVI")
[formerly American Vanadium Corp. ("AVC")]
BULLETIN TYPE:  Name Change and Consolidation
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders June 30, 2017, the Company has consolidated its capital on a 25 old for 1 new basis.  The name of the Company has also been changed as follows.

Effective at the opening July 20, 2017, the common shares of Monitor Ventures Inc. will commence trading on TSX Venture Exchange, and the common shares of American Vanadium Corp. will be delisted.  The Company is classified as a 'Mineral Exploration/Development' company.

Post - Consolidation



Capitalization:

Unlimited

shares with no par value of which


2,770,058

shares are issued and outstanding

Escrow:

Nil





Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

MVI

(new)

CUSIP Number:

609442108

(new)

 

________________________________________

PENTANOVA ENERGY CORP ("PNO")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement, Remain Halted – Fundamental Acquisition
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a compliance and fulfilment agreement (the "Agreement") dated April 28, 2017 between PentaNova Energy Corp. (the "Company") and Multiservicios RJT S.A.S. ("Multiservicios) whereby the Company has amended its Master Sale and Purchase agreement dated May 6, 2016 with Multiservious. The Company was originally required to make a payment of US$500,000 but will instead make a payment of US$350,000 and issue 206,145 common shares in the Company to Multiservicios.

For further information, please see the Company's news release dated July 18, 2017.      

Trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation pursuant to TSXV Policy 5.3 regarding a Fundamental Acquisition.

________________________________________

QMX GOLD CORPORATION ("QMX")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to a Purchase Agreement (the "Agreement") dated June 29, 2017 between a non-arm's length party (the "Purchaser") and QMX Gold Corporation (the "Company").  Pursuant to the Agreement, the Company shall dispose of its non-core Aurbel East property, a gold exploration property located Val D'Or, Quebec.

As consideration, the Company will receive an aggregate of $1,000,000 in cash.

For more information please refer to the Company's news release dated June 29, 2017.

________________________________________

RED TIGER MINING INC. ("RMN")
BULLETIN TYPE:  Company Tier Reclassification, Remain Suspended
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 1 Company

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a Tier 1 company.  Therefore, effective Thursday, July 20, 2017, the Company's Tier classification will change from Tier 1 to:

Classification

Tier 2

Further to the TSX Venture bulletin dated May 8, 2017, trading in the shares of the Company will remain suspended.

________________________________________

RELEVIUM TECHNOLOGIES INC. ("RLV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement as announced on February 22 and May 18, 2017:

Number of Shares:

22,115,000 common shares



Purchase Price:

$0.10 per common share



Warrants:

22,115,000 warrants to purchase 22,115,000 common shares



Warrants Exercise Price:

$0.15 during two years following the closing date



Number of Placees:

78 Placees

Insider / Pro Group Participation:

Name

Insider = Y /

Pro Group = P

Number

of Shares

Michel Timperio

Y

100,000

Pierre Bertrand

Y

100,000

Aurelio Useche

Y

1,250,000

Andre Godin

Y

300,000

Finders' Fees:

An arm's length finder received $71,525 in cash and non-transferable broker warrants to purchase 715,250 common share at $0.15 during two years following the closing date.

 

The Company has confirmed the closing of the above-mentioned Private Placement by way of press releases dated June 12 and 22, 2017.

TECHNOLOGIES RELEVIUM INC. (« RLV »)
T
YPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 19 juillet 2017
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 les 22 février et 18 mai 2017:

Nombre d'actions : 

22 115 000 d'actions ordinaires



Prix : 

0,10 $ par action ordinaire



Bons de souscription :

22 115 000 de bons de souscription permettant d'acquérir 22 115 000 d'actions ordinaires



Prix d'exercice :

0,15 $ pendant une période de deux ans suivant la clôture



Nombre de souscripteurs :

78 souscripteurs

Participation initié / Groupe Pro :

Nom

Initié = Y /

Groupe Pro = P

Nombre

d'actions

Michel Timperio

Y

100 000

Pierre Bertrand

Y

100 000

Aurelio Useche

Y

1 250 000

Andre Godin

Y

300 000

Honoraires d'intermédiation :

Un intermédiaire sans lien de dépendance a reçu 71 525 $ en espèces et des bons de souscription non-transférables permettant de souscrire 715 250 actions ordinaires au prix d'exercice de 0,15 $ par action pendant une période de deux ans suivant la clôture.

 

La société a confirmé la clôture du placement privé mentionné ci-dessus par voie de communiqués de presse datés des 12 et 22 juin 2017.

_____________________________________

SAVILLE RESOURCES INC. ("SRE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 9, 2017:

Number of Shares:

14,288,333 shares



Purchase Price:

$0.06 per share



Warrants:

14,288,333 share purchase warrants to purchase 14,288,333 shares



Warrant Exercise Price:

$0.10 for a two year period. The warrants have an acceleration clause such that if the volume weighted average trading price of the Company shares is $0.16 or higher for at least 20 consecutive trading days, the Company accelerate the expiry date upon 30 days' notice.



Number of Placees:

64 Placees

Insider / Pro Group Participation:

Name

Insider=Y /  
ProGroup=P

# of Shares

Gurcharn Deol

Y

300,000

Aggregate Pro Group Involvement

P

550,000


[3 Placees]



Finder's Fee:

Haywood Securities Inc. receives $8,160


Mackie Research Capital Corporation receives $4,800


PI Financial Corp. receives $3,696

 

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 July 14, 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.]

________________________________________

SMART EMPLOYEE BENEFITS INC. ("SEB")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to an Assignment of Debt Agreement dated April 7, 2017 (the "Agreement") with an arm's length party (the "Assignor") and Smart Employee Benefits Inc. (the "Company").  Pursuant to the Agreement, the Company has acquired a promissory note from the Assignor for a principle amount of $1,796,510 plus accrued interest.

In consideration the Company shall pay $429,119.87 plus 342,700 share purchase warrants (each exercisable into one common share at a price of $0.30 for a two year period) to the Assignor.  

For more information, refer to the Company's news release dated June 30, 2017.

________________________________________

TARKU RESOURCES LTD. ("TKU")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 19, 2017
TSX Venture Tier 2 Company

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

Number of Shares:

3,870,000 common shares



Purchase Price:

$0.05 common share



Warrants:

1,935.000 warrants to purchase a maximum of 1,935,000 common shares



Warrant Exercise Price:

$0.08 per share till April 18, 2019



Number of Placees:

17 placees

Insider / Pro Group Participation:

Name

Insider = Y /

Pro Group = P

Number

of Shares

Toklat Resources Inc. (Tim Termuende)

Y

65,000

Finders' fee:

Finders collectively received $4,900 in cash

 

The Company has confirmed the closing of the Private Placement pursuant to news releases dated April 20, 2017 and June 1, 2017.

_____________________________________

TERRACO GOLD CORP. ("TEN")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

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

Private Placement:




# of Warrants:

4,420,698

Original Expiry Date of Warrants:

July 31, 2017

New Expiry Date of Warrants:

July 31, 2019

Exercise Price of Warrants:

$0.10

 

These warrants were issued pursuant to a private placement of  shares with  share purchase warrants attached, which was announced on July 17, 2015..

________________________________________

TRANSEASTERN POWER TRUST ("TEP.UN") ("TEP.DB")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 19, 2017
TSX Venture Tier 2 Company

Effective at 9:43 a.m. PST, July 19, 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.

________________________________________

NEX COMPANIES

A.I.S. RESOURCES LIMITED. ("AIS.H")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  July 19, 2017
NEX Company

The TSX Venture Exchange (the "Exchange") accepts the Company's proposed Loan Agreements (the "Agreements") between the Company, Mosam Ventures Inc ("Mosam") and Kenilworth ("Kenilworth") (collectively, the "Lenders").

Pursuant to the terms of the Agreements, the Lenders will provide the Company with a loan of $125,000 (the "Loan"). The Loan will have a term of one year, and will bear an interest rate of 8% for the first 6 months, and 16% per annum thereafter until maturity. In addition, as additional consideration for the Loan, the Lenders will be receiving bonus shares ("Bonus Shares"), totalling 20% of the aggregate value of the loan. Mosam will be lending to the Company a total of $100,000 and will receive 50,633 Bonus Shares with a deemed price of $0.395 per Bonus Share. Kenilworth will be lending to the Company a total of $25,000 and will receive 12,658 Bonus Shares, with the same deemed price of $0.395.

For further information, please see the company's press release dated June 30, 2017 and July 18, 2017.

________________________________________

TROY ENERGY CORP. ("TEG.H")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 19, 2017
NEX Company

Effective at 6:52 a.m. PST, July 19, 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.

________________________________________

TROY ENERGY CORP. ("TEG.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  July 19, 2017
NEX Company

Effective at 10:15 a.m. PST, July 19, 2017, shares of the Company resumed trading after being halted in error, an announcement having been made.

________________________________________

SOURCE TSX Venture Exchange

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


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