VANCOUVER, April 13, 2012 /CNW/ -
TSX VENTURE COMPANIES:
BULLETIN TYPE: Cease Trade Orders
BULLETIN DATE: April 12, 2012
TSX Venture Companies
A Cease Trade Order has been issued by the British Columbia Securities Commission on April 12, 2012 against the following companies for failing to file the documents indicated within the required time period:
| Symbol | Tier | Company | Failure to File | Period |
| SNO |
2 |
Snowfield Development Corp. |
Interim Financial Statement for the financial period ended |
Ending 2012/01/31 |
| A form 51-102F1 Management's Discussion & Analysis for theperiod ended |
2012/01/31 | |||
| TZT |
2 |
Tranzeo Wireless Technologies Inc. | A comparative financial statement for its financial year ended |
2011/12/31 |
| |
|
|
A Form 51-102F1 Management's Discussion & Analysis for the period ended |
2011/12/31 |
| |
|
|
A Form 51-102F2 Annual Information Form for the year ended |
2011/12/31 |
Upon revocation of the Cease Trade Orders, the Company shares will remain suspended until the Companies meet TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.
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BARKER MINERALS LTD. ("BML")
BULLETIN TYPE: Halt
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Effective at 8:03 a.m. PST, April 13, 2012, 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.
________________________________________
BARKER MINERALS LTD. ("BML")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Effective at 9:15 a.m., PST, April 13, 2012, shares of the Company resumed trading, an announcement having been made.
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BEAR LAKE GOLD LTD. ("BLG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 13, 2012
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to an option and joint venture agreement (the "Agreement") dated April 9, 2012, between Gold Fields Abitibi Exploration Corporation, a 100% subsidiary of Gold Fields Limited ("Gold Fields"), Bear Lake Gold Ltd. (the "Company") and Maximus Ventures Ltd., a 100% owned subsidiary of the Company. Pursuant to the Agreement, Gold Fields may acquire up to a 60% interest in certain properties owned by the Company (the "Properties").
In order to acquire a 51% interest Gold Fields must spend $25 million on exploration and/or development work over an initial three year period. In order to earn an additional 9% interest, Gold Fields must spend an additional $15 million on exploration and/or development work within the subsequent two year period.
For more information, refer to the Company's news release dated April 10, 2012.
________________________________________
BRAVADA GOLD CORPORATION ("BVA")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: April 13, 2012
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: | 5,504,495 |
| Original Expiry Date of Warrants: | January 15, 2012 |
| (Extended to April 15, 2012 as of April 9, 2012) | |
| New Expiry Date of Warrants: | October 15, 2012 |
| Exercise Price of Warrants: | $0.10 |
These warrants were issued pursuant to a private placement of 6,475,876 shares of Fortune River Resource Corp. with 6,475,876 share purchase warrants attached, which was accepted for filing by the Exchange effective January 15, 2010.
________________________________________
BRIDGE RESOURCES CORP. ("BUK.H")
[formerly Bridge Resources Corp. ("BUK")
BULLETIN TYPE:Property-Asset or Share Disposition Agreement, Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Property-Asset or Share Disposition Agreement
TSX Venture Exchange has accepted for filing documentation pursuant to an Purchase and Sale Agreement dated March 6, 2012 ( the "Agreement") between the Company and an arm's length oil and gas Corporation (the "Purchaser") providing for the sale of all or substantially all of the assets of the Company (the "Disposition").
Pursuant to the terms of the Agreement, the Company will dispose of its 50% working interest in certain properties located in the state of Idaho (the "Willow Hamilton Development Area") as follows:
- 36% working interest to the Purchaser; and
- 14% working interest to a syndicate of banks led by the Royal Bank of Scotland (the "Senior Lending Syndicate").
In consideration, the Company will receive cash proceeds of USD$ 1,500,000 to be used to discharge amounts owed by trade creditors and a 6% net profit interest in the Willow Hamilton Development Area to be issued to the Senior Lending Syndicate.
Additionally, the Company has agreed to divide its working interest in its leased Idaho acreages outside the Willow Hamilton Development Area (the "Idaho Acreage") as follows:
- Sale of 85.0% working interest to the Purchaser;
- Transfer of 4.5% carried working interest to the Senior Lending Syndicate;
- Transfer of 3.5% carried working interest to Conig 818 LLC; and
- Retention of 7.0% carried working interest by the Company ("Retained Assets").
Following the closing of the transaction, the Company will hold the Retained Assets and will be transferred to NEX.
For further information please refer to the Company's press release dated April 9, 2012.
Insider / Pro Group Participation: None
Transfer and New Addition to NEX
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, April 16, 2012, 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 Calgary to NEX.
As of April 16, 2012, 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 BUK TO BUK.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.
The Company is classified as an 'Oil and Gas Exploration, Development and Production' company.
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CANOEL INTERNATIONAL ENERGY LTD. ("CIL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 21, 2012:
| Number of Units: | 4,000,000 units | |
| Purchase Price: | $0.05 per unit | |
| Warrants: | 4,000,000 share purchase warrants to purchase 4,000,000 shares | |
| Warrant Exercise Price: | $0.10 until expiry 24 months after issuance | |
| Number of Placees: | 3 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Units |
| Tonsenhagen Forretningssentrum AS (Eric Larre) |
Y |
2,000,000 |
| Finder's Fee: | None |
_______________________________________
CARDIFF ENERGY CORP. ("CRS")
BULLETIN TYPE: New Listing-IPO-Units, Halt
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
The Company's Initial Public Offering ('IPO') Amended and Restated Prospectus dated January 31, 2012, has been filed with and accepted by TSX Venture Exchange Inc., and filed with and receipted by the British Columbia, Alberta, and Ontario Securities Commissions on February 3, 2012, pursuant to the provisions of the applicable Securities Acts.
The gross proceeds to be received by the Company on closing of the IPO will be $1,056,910 (5,284,550 units (the "Units") at $0.20 per unit ("Offering Price") which includes 284,550 units issued on the exercise of the Over-Allotment Option. Each Unit consists of one common share and one common share purchase warrant (the "Warrants"). Each Warrant entitles the holder to acquire one additional common share for a period of 24 months from the closing of the IPO at a price of $0.35 per common shares. If the closing market price for the Company's common shares on the TSX Venture Exchange Inc. is equal to or greater than a price of $0.55 for 10 consecutive trading days, the Company may give notice to the Warrant holders that the Warrants will expire on the 30th calendar day following the date of such notice unless exercised within that time. The Company is classified as an 'Oil & Gas' company.
| Commence Date: | At the opening on Monday, April 16, 2012, the common shares of the Company will be listed and IMMEDIATELY HALTED on the TSX Venture Exchange. |
| Corporate Jurisdiction: | British Columbia |
| Capitalization: | Unlimited common shares with no par value of which |
| 24,946,465 common shares will be issued and outstanding on closing of the IPO | |
| Escrowed Shares: | 5,383,676 common shares held by Principals of the Company are subject to a NP 46-201 36-month staged release escrow |
| Transfer Agent: | Equity Financial Trust Company |
| Trading Symbol: | CRS |
| CUSIP Number: | 14146A 10 3 |
| Agent: | Global Securities Corporation |
| Agent's Warrants: | The Company will issue to the Agent 422,764 warrants, exercisable at any time up to 24 months after closing of the IPO, to acquire, at a price of $0.20 per Common Share, 422,764 Common Shares of the Company. |
| Over-Allotment Option: | The Company granted the Agent an option (the "Over-Allotment Option") exercisable, in whole or in part in the sole discretion of the Agent no later than 30 days after the Closing to acquire 750,000 Units to cover over-allotments, if any, and for market stabilization purposes. The Agent exercised a portion of the Over-Allotment Option and acquired a total of 284,550 Units at a purchase price equal to the Offering Price. |
For further information, please refer to the Company's Amended and Restated Prospectus dated January 31, 2012.
| Company Contact: | Greg Campbell |
| Company Address: | 3920 Delbrook Avenue |
| North Vancouver, BC, V7N 3Z8 | |
| Company Phone Number: | 604-505-4380 |
| Company Email Address: | [email protected] |
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EACOM TIMBER CORPORATION ("ETR")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 200,000,000 bonus share purchase warrants that are exercisable into common shares at $0.20 per share for a five year period. The warrants are issued in consideration of debentures totaling $40,000,000.00. The debentures bear interest at 10% per annum payable semi-annually and mature in five years. The interest rate will increase to 15% subject to certain milestones that must be met by December 31, 2012. The debentures cannot be repaid prior to maturity. Insiders will be issued warrants as follows:
| Shares | Warrants | |
| Fairfax (Barbados) International Corp. | Nil | 150,000,000 |
| Lansdowne UK Strategic Investment Master Fund Limited | Nil | 35,000,000 |
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FIRST GRAPHITE CORP. ("FGR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation of an Option Agreement dated April 5, 2012 between First Graphite Corp. (the 'Company') and Zimtu Capital Corp. and 877384 Alberta Ltd (D. Dahrouge. Collectively, the 'Optionors') whereby the Company may acquire a 100% interest in certain claims located in northeastern Saskatchewan (the 'Property') totaling approximately 22,853 hectares.
The total consideration payable to the Optionors consists of cash payments totaling $155,000 and share issuances in the amount of 2,000,000 common shares of the Company payable over a two year period.
The Optionors will retain a 2% net smelter returns royalty on the Property.
________________________________________
GBO INC. ("GBO.H")
[formerly GBO Inc. ("GBO")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: April 13, 2012
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 the open, Monday, April 16, 2012, 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 Montreal to NEX.
As of April 16, 2012, 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 GBO to GBO.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.
Further to the TSX Venture Bulletin dated September 8, 2011, trading in the Company's securities will remain suspended.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
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GOLDBROOK VENTURES INC. ("GBK")
BULLETIN TYPE: Delist
BULLETIN DATE: April 13, 2012
TSX Venture Tier 1 Company
Effective on or around Thursday, May 24, 2012, subject to the completion of the compulsory acquisition, the common shares will be delisted from TSX Venture Exchange at the request of the Company.
Please refer to the Company's news release dated March 27, 2012, for further information.
________________________________________
HOMESTAKE RESOURCE CORPORATION ("HSR")
[formerly Bravo Gold Corp. ("BVG")]
BULLETIN TYPE: Name Change and Consolidation
BULLETIN DATE: April 13, 2013
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders on March 22, 2012, the Company has consolidated its capital on a 10 old for 1 new basis. The name of the Company has also been changed as follows.
Effective at the opening on Monday, April 16, 2012, the common shares of Homestake Resource Corporation will commence trading on TSX Venture Exchange, and the common shares of Bravo Gold 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 |
| 21,541,109 shares are issued and outstanding | |
| Escrow: | Nil |
| Transfer Agent: | Computershare Investor Services Inc. |
| Trading Symbol: | HSR (new) |
| CUSIP Number: | 437641103 (new) |
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INFINITY MINERALS CORP. ("IFN")("IFN.WT")
BULLETIN TYPE: New Listing-IPO-Units
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
The Company's Initial Public Offering ('IPO') Prospectus dated February 16, 2012, has been filed with and accepted by the TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission, Alberta Securities Commission and Ontario Securities Commission on February 21, 2012, pursuant to the provisions of the Securities Act (British Columbia), the Securities Act (Alberta) and the Securities Act (Ontario) respectively.
The Company completed a distribution of 4,000,000 units at a subscription price of $0.15 per unit for aggregate gross proceeds received by the Company for the Offering of $600,000. Each unit comprises one common share and one half of one transferrable common share purchase warrant (each whole warrant a "Warrant") whereby each Warrant entitles the holder to purchase one common share at an exercise price of $0.20 on or before April 11, 2013, or at $0.30 thereafter until April 11, 2014 The Company is classified as a 'mineral exploration and development' company.
| Commence Date: | At the opening Monday, April 16, 2012, the Common shares and common share purchase warrants will commence trading on the TSX Venture Exchange. | |
| Corporate Jurisdiction: | British Columbia | |
| Capitalization: | Unlimited common shares with no par value of which | |
| 13,515,700 | common shares are issued and outstanding | |
| 2,000,000 | Warrants issued and outstanding | |
| 400,000 | non-transferable agent's options, with each option entitling the agent to acquire one common share at an exercise price of $0.15 until Friday, April 11, 2014. | |
| Escrowed Securities: | 2,485,700 common shares | |
| Common share Trading Symbol: | IFN | |
| Common share CUSIP Number: | 456638105 | |
| Warrant Trading Symbol: | IFN.WT | |
| Warrant CUSIP Number: | 456638113 | |
| Transfer Agent: | Computershare Investor Services Inc. | |
| Agent(s)/Underwriter(s): | PI Financial Corp. | |
For further information, please refer to the Company's Prospectus dated February 16, 2012.
| Company Contact: | Lee Tupper |
| Company Address: | 400 - 409 Granville Street |
| Vancouver, BC, V6C 1T2 | |
| Company Phone Number: | (604) 640-6458 |
| Company Fax Number: | (604) 681-0139 |
| Company Email Address: | [email protected] |
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JINHUA CAPITAL CORPORATION ("JHC.P")
BULLETIN TYPE: Notice - QT Not Completed - Approaching 24 Months of Listing
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
The shares of the Company were listed on TSX Venture Exchange on May 14, 2010. The Company, which is classified as a Capital Pool Company ('CPC'), is required to complete a Qualifying Transaction ('QT') within 24 months of its date of listing, in accordance with Exchange Policy 2.4.
The records of the Exchange indicate that the Company has not yet completed a QT. If the Company fails to complete a QT by its 24-month anniversary date of May 14, 2012, the Company's trading status may be changed to a halt or suspension without further notice, in accordance with Exchange Policy 2.4, Section 14.6.
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KNICK EXPLORATION INC. ("KNX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:
| Number of Shares: | 1,248,000 flow-through common shares and 312,000 non-flow-through common shares |
| Purchase Price: | $0.15 per common share |
| Warrants: | 1,560,000 warrants to purchase 1,560,000 common shares |
| Warrant exercise price: | $0.25 during the first year following the closing of the private placement and $0.35 for the second year following the closing of the private placement |
| Number of Placees: | 10 |
| Finders' fee: | National Bank Financial received $450 in cash as well as broker warrants to purchase 3,000 common shares at an exercise price of $0.25 during the first year following the closing of the private placement and $0.35 for the second year following the closing of the private placement. |
The Company has confirmed the closing of the above-mentioned private placement through press releases dated March 26, 2012 and April 10, 2012.
EXPLORATION KNICK INC. (« KNX »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 13 avril 2012
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 :
| Nombre d'actions : | 1 248 000 actions ordinaires accréditives et 312 000 actions ordinaires non-accréditives |
| Prix : | 0,15 $ par action ordinaire |
| Bons de souscription : | 1 560 000 bons de souscription permettant de souscrire à 1 560 000 actions ordinaires |
| Prix d'exercice des bons : | 0,25 $ pendant la première année suivant la clôture du placement privé et 0,35 $ pendant la deuxième année suivant la clôture du placement privé |
| Numéro de souscripteurs : | 10 |
| Honoraire de l'intermédiaire : | Financière Banque Nationale a reçu 450 $ en espèces et des bons de courtier permettant de souscrire 3 000 actions ordinaires au prix d'exercice de 0,25 $ pendant la première année suivant la clôture du placement privé et 0,35 $ pendant la deuxième année suivant la clôture du placement privé. |
La société a confirmé la clôture du placement privé mentionné ci-dessus en vertu de communiqués de presse datés des 26 mars et 10 avril 2012.
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MACDONALD MINES EXPLORATION LTD. ("BMK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 20, 2012:
| Number of Shares: | 31,505,834 flow-through shares and |
| 7,978,484 non flow-through shares | |
| Purchase Price: | $0.12 per flow-through share and |
| $0.11 per non flow-through share | |
| Number of Placees: | 36 placees |
| Finder's Fee: | An aggregate of $178,667 in cash and 1,508,875 finders' warrants payable to Secutor Capital Management Corp., Dundee Securities Ltd., GFI Investment Counsel and BMO Nesbitt Burns. Each finder's warrant entitles the holder to acquire one common share at $0.12 for a two year period. |
For further details, please refer to the Company's news releases dated March 29, 2012 and April 4, 2012.
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MAGNUM ENERGY INC. ("MEN")
BULLETIN TYPE: Regional Office Change
BULLETIN DATE: April 13, 2012
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, British Columbia to Calgary, Alberta.
________________________________________
MILLENMIN VENTURES INC. ("MVM.P")
BULLETIN TYPE: Notice - QT Not Completed - Approaching 24 Months of Listing
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
The shares of the Company were listed on TSX Venture Exchange on May 14, 2010. The Company, which is classified as a Capital Pool Company ('CPC'), is required to complete a Qualifying Transaction ('QT') within 24 months of its date of listing, in accordance with Exchange Policy 2.4.
The records of the Exchange indicate that the Company has not yet completed a QT. If the Company fails to complete a QT by its 24-month anniversary date of May 14, 2012, the Company's trading status may be changed to a halt or suspension without further notice, in accordance with Exchange Policy 2.4, Section 14.6.
__________________________________
NEWTON GOLD CORP. ("NWG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 6, 2012:
| Number of Shares: | 1,260,000 shares | |
| Purchase Price: | $0.135 per share | |
| Warrants: | 1,260,000 share purchase warrants to purchase 1,260,000 shares | |
| Warrant Exercise Price: | $0.20 for a one year period | |
| $0.30 in the second year | ||
| Number of Placees: | 8 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P | # of Shares |
| Lindsay Bottomer | Y | 400,000 |
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.
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PELE MOUNTAIN RESOURCES INC. ("GEM")
BULLETIN TYPE: Halt
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Effective at 11:25 a.m. PST, April 13, 2012, 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.
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PNG GOLD CORPORATION ("PGK")
BULLETIN TYPE: Halt
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Effective at 6:22 a.m. PST, April 13, 2012, 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.
________________________________________
PNG GOLD CORPORATION ("PGK")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Effective at 8:45 a.m., PST, April 13, 2012, shares of the Company resumed trading, an announcement having been made.
________________________________________
ROCK TECH LITHIUM INC. ("RCK")
BULLETIN TYPE: Private Placement-Brokered, Amendment
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletins dated July 7, 2011 and July 8, 2011, the Company further amends the following information regarding a Brokered Private Placement announced April 6, 2011. This amendment relates to the description of Agent's Warrants issued, all other terms are unchanged:
| Number of Shares: | 5,660,000 non-flow through shares | |
| 6,077,825 flow through shares | ||
| Purchase Price: | $0.25 per non-flow through share | |
| $0.30 per flow through share | ||
| Warrants: | 5,868,912 share purchase warrants to purchase 5,868,912 shares | |
| Warrant Exercise Price: | $0.60 for a two year period | |
| Number of Placees: | 17 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Gordon H. McCaslin | P | 100,000 |
| Agents' Fees: | Mackie Research Capital Corporation receives $88,026.40 and 291,438 non-transferable warrants, each exercisable for one unit at a price of $0.30 for a two year period. Each unit is comprised of one share and one half of one share purchase warrant with each full warrant exercisable at $0.60 for two years. | |
| Silvia Quandt and Cie receives $247,800 and 949,200 non-transferable warrants, each exercisable for one unit at a price of $0.30 for a two year period. Each unit is comprised of one share and one half of one share purchase warrant with each full warrant exercisable at $0.60 for two years. | ||
| Union Securities Ltd. receives $4,375 and 17,500 non-transferable warrants, each exercisable for one unit at a price of $0.30 for a two year period. Each unit is comprised of one share and one half of one share purchase warrant with each full warrant exercisable at $0.60 for two years. | ||
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.
________________________________________
SANTACRUZ SILVER MINING LTD. ("SCZ")
[formerly Forte Resources Inc. ("FJX.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change, Resume Trading
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing Santacruz Silver Mining Ltd.'s (the "Company") Qualifying Transaction described in its filing statement ("Filing Statement") dated March 29, 2012. As a result, effective at the opening on Monday, April 16, 2012, the trading symbol for the Company will change from FJX.P to SCZ 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:
1.Qualifying Transaction:
The Company has entered into a definitive business combination agreement with Santacruz Silver Mining Ltd. (a private BC incorporated company, "Santacruz") dated March 14, 2012, whereby Santacruz becomes a wholly-owned subsidiary of the Company.
For further information on the Qualifying Transaction please read the Company's Filing Statement available on SEDAR.
Insider / Pro Group Participation: None. At the time the transaction was agreed to, the Company was at arm's length to Santacruz and its shareholders.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
2. Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced January 4, 2012:
| Number of Shares: | 22,222,222 common shares | |
| Purchase Price: | $0.90 per common share | |
| Number of Placees: | 131 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Hutton Capital Corp. (James Hutton) | Y | 500,000 |
| Robert McMorran | Y | 25,000 |
| Agent's Fee: | Canaccord Genuity Corp. received a cash commission of $1,199,999.99, 200,000 common shares and 1,333,333 agent's warrants, with each agent's warrant allowing the agent to acquire one common share of the Company at $1.00 per share for 24 months. | |
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.
The common shares issued in the Brokered Private Placement are not subject to a hold period.
3. Name Change & Resume Trading:
Effective at the opening, Monday, April 16, 2012, the common shares of "Santacruz Silver Mining Ltd." will commence trading on TSX Venture Exchange, and the common shares of "Forte Resources Inc." will be delisted. The Company is classified as a 'Mineral Exploration' company.
| Capitalization: | Unlimited common shares with no par value of which |
| 67,729,853 common shares are issued and outstanding | |
| Escrow: | 21,086,187 common shares are subject to 36 month staged release escrow |
| Transfer Agent: | Computershare Investor Services Inc. |
| Symbol: | SCZ (NEW) |
| CUSIP Number: | 80280U106 (NEW) |
| Company Contact: | Arturo Prestamo Elizondo, Chief Executive Officer |
| Company Address: | Blvd. Diaz Ordaz 140 |
| Piso 5 Torre 2 | |
| Santa Maria, Monterrey, N.L. Mexico | |
| Company Phone Number: | +52 (81) 8378-5707 |
| Company Fax Number: | +52 (81) 8378-5921 |
| Company Email Address: | [email protected] |
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SONORO ENERGY LTD. ("SNV")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to the Farmout Agreement (the "Agreement") among the Issuer, Geopetrol International Holding Inc. and Geopetrol Iraq Corp. (collectively, "Geopetrol") whereby the Geopetrol will earn a 30% participating interest in the Asphalt License Agreement (the "License"). The Al-Salah ad Din Provincial Government (the "Government") and Berkeley Petroleum Mesopotamia Asphalts Limited collectively hold a 30% participating interest in the License. Pursuant to the Agreement, Geopetrol will pay to the Company US$3,000,000 cash and fund the first US$9,000,000 of the costs to be incurred to conduct drilling operations on the North Salah ad Din prospect.
In conjunction with the closing of the Agreement, a finder's fee will be paid to in the amount of $242,952 in cash and 1,349,733 common shares at a price of $0.09 per share. The Company will also be paying an advisory fee in the amount of $417,398 in cash.
No Insider / Pro Group Participation.
For further information please refer to the Company's press releases dated January 5, 2012, February 29, 2012 and March 6, 2012.
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UNITED REEF LIMITED ("URP")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Remain Halted
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to a Royalty Purchase Agreement (the "Agreement") dated April 3, 2012, between United Reef Limited (the "Company") and AXMIN Inc. - a TSX Venture listed company ("AXMIN"), whereby AXMIN will purchase a 2% net smelter royalty which the Company holds on the Passendro gold project in the Central African Republic.
As consideration, AXMIN will issue 447,038 common shares to the Company.
For further information, please refer to the Company's news release dated April 4, 2012.
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WESGOLD MINERALS INC. ("WSG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 5, 2012:
| Number of Shares: | 6,866,667 shares |
| Purchase Price: | $0.75 per share |
| Warrants: | 3,433,335 share purchase warrants to purchase 3,433,335 shares |
| Warrant Exercise Price: | $1.00 for a two year period |
If at any time from four months and one day after the closing of the financing, the volume-weighted average trading price of the Company's common shares on the Exchange over a period of 20 consecutive trading days exceeds $1.50, the Company may, within 5 days of such an event, provide notice to the warrant holders that the warrants will expire early, namely, on the date which is 30 calendar days after the date of such notice to the warrant holders.
| Number of Placees: | 20 placees | |
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Simon Ridgway | Y | 358,335 |
| Ralph Rushton | Y | 15,000 |
| Lowell Schmidt | Y | 15,000 |
| Finders' Fees: | $43,906.23 and 234,167 finder's warrants payable to Axemen Resource Capital Ltd. | |
| $12,500 and 16,667 finder's warrants payable to PI Financial Corp. | ||
| $4,125 and 5,500 finder's warrants payable to Macquarie Private Wealth Inc. | ||
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.
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WESTMINSTER RESOURCES LTD. ("WMR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 13, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 9, 2012:
| Number of Shares: | 5,830,000 shares |
| Purchase Price: | $0.15 per share |
| Number of Placees: | 9 placees |
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.
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