VANCOUVER, March 5, 2018 /CNW/ - TSX VENTURE COMPANIES
AURORA SPINE CORPORATION ("ASG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
/CNW/ - TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 11, 2018 and February 5, 2018:
| Number of Shares: |
9,265,000 shares |
|
| Purchase Price: |
$0.10 per share |
|
| Number of Placees: |
14 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| David Rosenkrantz |
Y |
1,800,000 |
| Finder's Fee: |
An aggregate of $29,490 in cash payable to Scotia Capital Inc., Leede Jones |
|
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).
________________________________________
CANADIAN OREBODIES INC. ("CORE")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Royalty Amendment Agreement dated February 20, 2018 (the "Agreement"), between Canadian Orebodies Inc. (the "Company") and the existing net smelter returns ("NSR") royalty holders (collectively, the "Royalty Holders") of the Company's recently purchased Goodchild Lake mining property, whereby the Royalty Holders have agreed to vary the terms on which the NSR royalty may be bought down.
Under the terms of the Agreement, the Company has obtained the right to purchase up to two-thirds of the royalty for $1,500,000 in exchange for the issuance of 40,000 common shares of the Company.
For further details, please refer to the Company's press release dated February 20, 2018.
________________________________________
EMERALD HEALTH THERAPEUTICS, INC. ("EMH")
BULLETIN TYPE: Halt
BULLETIN DATE: March 5, 2018
TSX Venture Tier 1 Company
Effective at 1.12 p.m. PST, March 2, 2018, 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.
________________________________________
EMERALD HEALTH THERAPEUTICS, INC. ("EMH")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 5, 2018
TSX Venture Tier 1 Company
Effective at 6.45 a.m. PST, March 5, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
FILO MINING CORP. ("FIL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 05, 2018:
| Number of Shares: |
3,928,964 shares |
|
| Purchase Price: |
$2.60 per share |
|
| Number of Placees: |
2 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Zebra Holdings and Investments S.à.r.l |
Y |
2,758,133 |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated February 28, 2018 announcing the closing of the private placement and setting out the expiry date of the hold period.
________________________________________
GOLDPLAY EXPLORATION LTD. ("GPLY")
[formerly SOLEIL CAPITAL CORP. ("SOLE.P")]
BULLETIN TYPE: CPC-Information Circular, Halt, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change and Consolidation
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
1. CPC-Information Circular
TSX Venture Exchange has accepted for filing the Company's CPC Information Circular dated January 10, 2018 (the "Information Circular"), for the purpose of mailing to shareholders and filing on SEDAR.
2. Halt:
Effective at the opening on Tuesday, March 6, 2018, the common shares of Goldplay Exploration Ltd. ("Goldplay") will commence trading on TSX Venture Exchange, and the common shares of Soleil Capital Corp. ("Soleil") will be delisted. Trading in the shares of the Company will be immediately halted pending receipt and review of acceptable documentation regarding the Non-Brokered Private Placement pursuant to Exchange Policy 4.1.
3. Qualifying Transaction:
TSX Venture Exchange has accepted for filing Goldplay Exploration Ltd.'s (formerly Soleil Capital Corp.) (the "Company") Qualifying Transaction ("QT") described in its Information Circular. As a result, at the opening on Tuesday, March 6, 2018, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The QT consists of the arm's length acquisition of all shares of Goldplay for consideration of 15,833,333 shares ("Resulting Issuer Share") of the Resulting Issuer at $0.30 per Resulting Issuer Share ($4,750,000), pursuant to an amalgamation agreement dated November 17, 2017 between Soleil and Goldplay.
For further information on the QT, please refer to the Company's Information Circular available on SEDAR.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
4. Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on November 20, 2017:
| Number of Shares: |
7,501,239 subscription receipts of Goldplay ("Subscription Receipts") |
||
| Each Subscription Receipt automatically converted, at no additional cost to the holder, to one Resulting Issuer Share. |
|||
| Purchase Price: |
$0.30 per Subscription Receipt |
||
| Number of Placees: |
55 Placees |
||
| Insider / Pro Group Participation: |
|||
| Insider=Y / |
|||
| Name |
ProGroup=P |
# of Shares |
|
| A2 Capital Management Inc. (Gino DeMichele) |
Y |
166,667 |
|
| Darren Bahrey |
Y |
51,334 |
|
| Yaron Conforti |
Y |
83,333 |
|
| Marcio Fonseca |
Y |
166,667 |
|
| Margeo Consulting Inc. (Marcio Fonseca) |
Y |
166,667 |
|
| Aggregate Pro Group Involvement |
P |
300,000 |
|
| [4 Placees] |
|||
| Agents: |
M Partners Inc. |
||
| Agent's Fee: |
Cash commission of $15,271.99 |
||
| Agents' Warrants: |
41,066 warrants to purchase one Resulting Issuer Share at $0.30 per Resulting Issuer Share until March 1, 2020 |
||
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(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.
5. Name Change and Consolidation
In conjunction with the amalgamation, the Company has consolidated its capital on a two (2) old for one (1) new basis. The name of the Company has also been changed to Goldplay Exploration Ltd.
Effective at the opening on Tuesday, March 6, 2018, the common shares of Goldplay Exploration Ltd. ("Goldplay") will commence trading on TSX Venture Exchange, and the common shares of Soleil Capital Corp. will be delisted. Trading in the shares of the Company will be immediately halted pending receipt and review of acceptable documentation regarding the Non-Brokered Private Placement pursuant to Exchange Policy 4.1. The Company is classified as a "Mining" company.
| Post - Consolidation |
||
| Capitalization: |
Unlimited |
shares with no par value of which |
| 29,534,572 |
shares are issued and outstanding |
|
| Escrow: |
10,971,732 |
shares are subject to escrow, 7,450,448 of which are subject to a Tier 2 Value Security Escrow Agreement, 1,728,256 of which are subject to a 4-month hold with 20% released each month with first release on closing of QT, 593,028 of which are subject to a Tier 2 Value Securities escrow release schedule, and 1,200,000 of which are subject to a CPC Escrow Agreement |
| 1,111,505 |
warrants are subject to a Tier 2 Value Security Escrow Agreement |
|
| Transfer Agent: |
TSX Trust Company |
|
| Trading Symbol: |
GPLY |
(new) |
| CUSIP Number: |
38149Q 10 4 |
(new) |
| Company Contact: |
Marcio Fonseca, President, CEO, and Director |
|
| Company Address: |
250 University Avenue, #238 |
|
| Toronto, Ontario M5H 3E6 |
||
| Company Phone Number: |
416-499-0747 |
|
| Company Email Address: |
||
________________________________________
GRANADA GOLD MINE INC. ("GGM")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 151,229 shares at a deemed price of $0.32, in consideration of certain services provided to the company pursuant to an agreement dated September 22, 2017.
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
GREAT ATLANTIC RESOURCES CORP. ("GR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 05, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 02, 2017:
| Number of Shares: |
3,449,221 flow-through shares |
|||
| Purchase Price: |
$0.18 per share |
|||
| Warrants: |
3,449,221 share purchase warrants to purchase 3,449,221 shares |
|||
| Warrant Exercise Price: |
$0.22 for a five year period |
|||
| Number of Placees: |
33 Placees |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
||||
| Name |
ProGroup=P |
# of Shares |
||
| Aggregate Pro Group Involvement |
P |
160,000 |
||
| [2 Placees] |
||||
| Finder's Fee: |
Leede Jones Gable Inc. - $26,400 cash and 146,666 broker's warrants |
|||
| EMD Financial Inc. - $33,886 cash and 188,255 broker's warrants |
||||
| Broker's Warrants are exercisable at a price of $0.22 for a period of 5 years. |
||||
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated October 20, 2017 announcing the closing of the private placement and setting out the expiry dates of the hold periods.
________________________________________
GREENBRIAR CAPITAL CORP. ("GRB")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 07, 2018:
| Number of Shares: |
757,142 shares for arm's length subscriptions |
| 42,858 non-arm's length subscriptions |
|
| Purchase Price: |
$1.03 per share – arm's length |
| $1.10 per share – non -arm's length |
|
| Warrants: |
400,000 share purchase warrants to purchase 400,000 shares |
| Warrant Exercise Price: |
$1.50 for a two year period |
| Number of Placees: |
26 Placees |
| Finder's Fee: |
Ascenta Finance Corp. - $33,197.36 cash and 32,230 non-transferable warrants exercisable at $1.50 for a period of two years |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated March 02, 2018 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.
________________________________________
HUT 8 MINING CORP. ("HUT")
[formerly ORIANA RESOURCES CORPORATION ("OUP.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Name Change and Consolidation, Shares for Debt, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: March 5, 2018
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Oriana Resources Corporation's (the "Company") (now renamed Hut 8 Mining Corp.) Qualifying Transaction described in its filing statement dated March 1, 2018 (the "Filing Statement"). As a result, effective at the opening on Tuesday, March 6, 2018, the trading symbol for the Company will change from OUP.H to HUT and the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
Acquisition of all of the issued and outstanding shares of Hut 8 Mining Corp.:
On December 21, 2017, the Company entered into a letter of intent with Hut 8 Mining Corp. ("Hut 8"), which provided for the indirect acquisition by the Company via a "three-cornered amalgamation" of all of the issued and outstanding securities of Hut 8 in exchange for: (a) the issuance to Hut 8 shareholders of common shares of the Company on the basis of one common share of the Company for each Hut 8 common share; (resulting in the issuance of 82,160,000 common shares of the Company); and (b) convertible securities of the Company in exchange for outstanding convertible securities of Hut 8, with appropriate adjustments.
Pursuant to a definitive transaction agreement dated February 7, 2018 between the Company and Hut 8 in respect of the Qualifying Transaction, Hut 8 and 1149835 B.C. Ltd., a wholly-owned subsidiary of the Company, have amalgamated to form Hut 8 Holdings Inc. ("Amalco"). Amalco will continue as a wholly-owned subsidiary of the Company and together with the Company will carry on the business of Hut 8 by building a leading listed Blockchain company through the development and ownership of cryptocurrency mining infrastructure and other related Blockchain businesses.
The Exchange has been advised that the Qualifying Transaction has closed. The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Name Change and Consolidation:
Pursuant to a resolution passed by shareholders of the Company on February 15, 2018, the Company has consolidated its capital on a 52.7777 old for 1 new basis. The name of the Company has also been changed from Oriana Resources Corporation to Hut 8 Mining Corp.
Effective at the opening on Tuesday, March 6, 2018, the common shares of Hut 8 Mining Corp. will commence trading on the Exchange and the common shares of Oriana Resources Corporation will be delisted. The Company is classified as a 'Technology' company.
| Post - Consolidation |
||
| Capitalization: |
unlimited |
shares with no par value of which |
| 82,380,000 |
shares are issued and outstanding |
|
| Escrow: |
123,158 |
shares are subject to an 18 month staged release escrow under the CPC Escrow Agreement |
| 50,065,453 |
shares are subject to an 18 month staged release escrow under a Tier 1 Value Security Escrow Agreement |
|
| Transfer Agent: |
Computershare Investor Services Inc. |
|
| Trading Symbol: |
HUT |
(NEW) |
| CUSIP Number: |
44812T102 |
(NEW) |
| Shares for Debt: |
||
| The Exchange has accepted for filing the Company's proposal to 40,000 post-consolidation shares to settle outstanding debt for $200,000 and the Company has issued such shares. |
||
| Number of Creditors: |
4 Creditors |
|
| The Company shall issue a news release when the shares are issued and the debt extinguished. |
||
Graduation from NEX to TSX Venture:
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective at the opening on Tuesday, March 6, 2018, the Company's Tier classification will change from NEX to Tier 1.
Resume Trading:
Effective at the opening on Tuesday, March 6, 2018, trading in the shares of the Company will resume.
________________________________________
INTERNATIONAL ZEOLITE CORP. ("IZ")
[formerly Canadian Zeolite Corp. ("CNZ")]
BULLETIN TYPE: Name Change
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
Pursuant to a resolution passed by the directors on February 6, 2018, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on March 6, 2018, the common shares of International Zeolite Corp. will commence trading on TSX Venture Exchange, and the common shares of Canadian Zeolite Corp. will be delisted. The Company is classified as a 'Mineral Exploration and Development' company.
| Capitalization: |
Unlimited |
shares with no par value of which |
|
| 36,549,462 |
shares are issued and outstanding |
||
| Escrow: |
Nil |
||
| Transfer Agent: |
AST Trust Company (Canada) |
||
| Trading Symbol: |
IZ |
(new) |
|
| CUSIP Number: |
460582109 |
(new) |
|
________________________________________
LE MARE GOLD CORP. ("LMGC")
BULLETIN TYPE: Halt
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
Effective at 12.47 p.m. PST, March 2, 2018, 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.
________________________________________
PROSMART ENTERPRISES INC. ("PROS")
BULLETIN TYPE: Consolidation
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
Pursuant to a director's resolution of February 9, 2018, the Company has consolidated its capital on a four (4) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening Tuesday, March 6, 2018, the shares of ProSmart Enterprises Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'investment issuer'.
| Post - Consolidation |
||
| Capitalization: |
unlimited |
shares with no par value of which |
| 23,950,539 |
shares are issued and outstanding |
|
| Escrow |
5,222,960 |
shares are subject to escrow (including voluntary escrow) |
| Transfer Agent: |
Computershare Trust Company of Canada |
|
| Trading Symbol: |
PROS |
|
| CUSIP Number: |
743474 20 7 |
(new) |
________________________________________
SKYSCAPE CAPITAL INC. ("SKY.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
This Capital Pool Company's ("CPC") Prospectus dated February 20, 2018 has been filed with and accepted by TSX Venture Exchange and the Ontario Securities Commission, the Alberta Securities Commission and the British Columbia Securities Commission effective February 22, 2018, pursuant to the provisions of the respective Securities Act.
The common shares of the Company will be listed and admitted to trading on TSX Venture Exchange, on the effective dates stated below.
The gross proceeds to be received by the Company for the Offering will be $500,000 (1,000,000 common shares at $0.50 per share).
Listing Date: At the close of business (5:01 p.m. EDT) on March 5, 2018.
Commence Date: The common shares will commence trading on TSX Venture Exchange at the opening Tuesday March 6, 2018, upon confirmation of closing.
The closing of the public offering is scheduled to occur before the market opening on March 6, 2018. A further notice will be issued upon receipt of closing confirmation.
Corporate Jurisdiction: Ontario
Capitalization: Unlimited common shares with no par value of which
2,000,000 common shares are issued and outstanding
Escrowed Shares: 1,000,000 common shares
| Transfer Agent: |
TSX Trust Company |
| Trading Symbol: |
SKY.P |
| CUSIP Number: |
83088 Q 103 |
| Agent: |
Canaccord Genuity Corp. |
Agent's Options: 100,000 non-transferable stock options. One option to purchase one share at $0.50 per share for up to 24 months.
For further information, please refer to the Company's Prospectus dated February 20, 2018.
Company Contact: Roger Daher, CEO
Company Address: 320 Bay Street, Suite 1600, Toronto, Ontario, Canada M5H 4A6
Company Phone Number: 416-644-9960
Company Email Address: [email protected]
________________________________________
WEST KIRKLAND MINING INC. ("WKM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 5, 2018
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated February 24, 2017, TSX Venture Exchange has accepted for filing the Company's proposal to issue 179,446 common shares, in lieu of US$10,000, to Liberty Moly LLC, relating to the consideration for certain water rights.
________________________________________
NEX COMPANIES
ARCO RESOURCES CORP. ("ARR.H")
BULLETIN TYPE: Consolidation
BULLETIN DATE: March 5, 2018
NEX Company
Pursuant to a special resolution passed by directors February 20, 2018, the Company has consolidated its capital on a 6.5536615 old for 1 new basis. The name of the Company has not been changed.
Effective at the opening March 6, 2018, the shares of Arco Resources Corp. will be consolidated on a 6.5536615 old for 1 new basis. The shares will remain halted on the TSX Venture Exchange. The Company is classified as a 'Mineral Exploration/Development' company.
| Post - Consolidation |
||
| Capitalization: |
Unlimited |
shares with no par value of which |
| 2,000,000 |
shares are issued and outstanding |
|
| Escrow |
Nil |
shares are subject to escrow |
| Transfer Agent: |
Computershare Trust Company of Canada |
|
| Trading Symbol: |
ARR.H |
(UNCHANGED) |
| CUSIP Number: |
039605407 |
(new) |
________________________________________
CR CAPITAL CORP. ("CIT.H")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: March 5, 2018
Tier 2 Company
TSX Venture Exchange has accepted for filing an arm's length definitive agreement dated September 20, 2017 (the "Agreement") whereby CR Capital Corp. (the "Company") can acquire, and subject to underlying royalties, a 100.0% undivided interest in 132 unpatented mining claims in Ontario from Superior Copper Corporation, a wholly-owned private subsidiary of Nighthawk Gold Corp. (TSX: NHK). Pursuant to the Agreement, the Company will issue 2 million common shares of the Company to Superior.
NEX Reactivation
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on open of trading on Tuesday March 6, 2018, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Effective at the opening of trading on Tuesday March 6, 2018, the trading symbol for the Company will change from CIT.H to CIT. The Company is classified as a mineral exploration company.
| Capitalization: |
Unlimited |
shares with no par value of which |
| 10,327,336 |
shares are issued and outstanding |
|
| Escrow: |
NIL |
|
| Resume Trading |
||
| Effective at open of trading Tuesday March 6, 2018 shares of the Company will resume trading, an announcement having been made on March 5, 2018. |
||
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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