VANCOUVER, Oct. 19, 2012 /CNW/ -
TSX VENTURE COMPANIES:
AMEX EXPLORATION INC. ("AMX")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement:
| Number of Shares: | 960,000 common shares |
| Purchase Price: | $0.20 per common share |
| Warrants: | 960,000 warrants to purchase 960,000 common shares |
| Warrant Exercise Price: | $0.25 per share for an 18-month period following the closing of the private placement. |
| Number of placees: | 7 Placees |
Insider / Pro Group Participation:
| Name | Insider=Y / Pro Group=P |
Number of Shares |
| Services Miniers Lemco Inc. (Michel Lemay) | Y | 200,000 |
| Trotco Exploration Inc. (Jacques Trottier) | Y | 200,000 |
| Agent's Fee: | National Bank Financial Inc. received $18,608 in cash and non-transferable agent's options to purchase 79,712 common shares at a price of $0.20 per share for a period of 24 months from the closing date. |
The Company has confirmed the closing of the above-mentioned Private Placement pursuant to a news release dated October 1, 2012.
EXPLORATION AMEX INC. (« AMX »)
TYPE DE BULLETIN : Placement privé par l'entremise d'un courtier
DATE DU BULLETIN : Le 19 octobre 2012
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation relativement à un placement privé par l'entremise d'un courtier :
| Nombre d'actions : | 960 000 actions ordinaires |
| Prix : | 0,20 $ par action ordinaire |
| Bons de souscription : | 960 000 bons de souscription permettant de souscrire à 960 000 actions ordinaires |
| Prix d'exercice des bons : | 0,25 $ par action pour une période de 18 mois suivant la clôture du placement privé. |
| Nombre de souscripteurs : | 7 souscripteurs |
Participation Initié / Groupe Pro :
| Nom | Initié = Y / Groupe Pro = P |
Nombre |
| Services Miniers Lemco Inc. (Michel Lemay) | Y | 200 000 |
| Trotco Exploration Inc. (Jacques Trottier) | Y | 200 000 |
| Frais d'agent : | Financière Banque Nationale Inc. a reçu une commission en espèces de 18 608 $ et des options à l'agent non-transférables permettant de souscrire 79 712 actions ordinaires au prix d'exercice de 0,20 $ pendant 24 mois suivant la clôture. |
La société a confirmé la clôture du placement privé mentionné ci-dessus dans le cadre d'un communiqué de presse daté du 1 octobre 2012.
__________________________________
ATLANTA GOLD INC. ("ATG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 25, 2012 and filed pursuant to the Temporary Relief from Certain Pricing Requirements:
| Number of Shares: | 16,666,666 shares |
| Purchase Price: | $0.03 per share |
| Warrants: | 8,333,333 share purchase warrants to purchase 8,333,333 shares |
| Warrant Exercise Price: | $0.05 in the first year |
| $0.10 in the second year | |
| Number of Placees: | 3 placees |
| Finder's Fee: | an aggregate of $20,000, plus 666,666 finder's warrants (each exercisable into one common share at a price of $0.10 per share for a period of one year) is payable to Brant Securities Limited. |
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). 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.
________________________________________
BANKS ISLAND GOLD LTD. ("BOZ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in connection with an Asset Purchase Agreement dated effective October 9, 2012 between the Company and T&T Barges Inc. (David John Lornie) whereby the Company has acquired two ocean barges. Consideration is $538,000 and 64,935 common shares.
________________________________________
BAYSHORE PETROLEUM CORP. ("BSH")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 13, 2012:
| Number of Shares: | 138,000 shares |
| Purchase Price: | $0.30 per share |
| Number of Placees: | 4 placees |
| No Insider / Pro Group Participation | |
| Finder's Fee: | Jordan Capital Markets Inc.: $3,300 |
| NBCN Inc.: $840 | |
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.
________________________________________
BENZ CAPITAL CORP. ("BZ.P")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 2, 2012:
| Number of Shares: | 799,952 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.
________________________________________
CANADIAN ARROW MINES LIMITED ("CRO")
BULLETIN TYPE: Warrant Term Extension, Correction
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated October 18, 2012 the New Expiry Date of Warrants should have been March 18, 2013 and not March 18, 2012.
All other details will remain unchanged.
________________________________________
CANADIAN ENERGY EXPLORATION INC. ("XPL")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 4:50 a.m. PST, October 19, 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.
________________________________________
COLTSTAR VENTURES INC. ("CTR")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Remain Suspended
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Share Purchase Agreement dated October 15, 2012 between Coltstar Ventures Inc. (the "Company") and Craigdarloch Holdings Ltd. ("Craigdarloch") under the Company has agreed to sell shares of Ashmont Resources Corp. ("Ashmont") which it holds to Craigdarloch for aggregate proceeds of $100,000. Ashmont is a private Canadian company focused on the exploration and development of mineral assets in Colombia.
This transaction is an arm's length transaction.
Trading in the shares of the Company will remain suspended.
________________________________________
FERRO IRON ORE CORP. ("RRO")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 4:50 a.m. PST, October 19, 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.
________________________________________
FRONTIER ACQUISITION CORP. ("FFF.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at opening on Monday, October 22, 2012, the common shares of the Company will resume trading, an announcement having been made on October 17, 2012 as to the termination of the Company's proposed Qualifying Transaction involving the acquisition of Tuccaro Inc., Neegan Development Corporation Ltd., Tuc's Contracting Ltd., Neegan Technical Services Ltd. and Water Pure and Simple (Fort McMurray) Ltd.
________________________________________
GALWAY RESOURCES LTD. ("GWY")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 6:01 a.m. PST, October 19, 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.
________________________________________
GALWAY RESOURCES LTD. ("GWY")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 7:30 a.m., PST, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
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GEOMARK EXPLORATION LTD. ("GME")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
Effective at 9:58 a.m. PST, October 19, 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.
________________________________________
JASPER MINING CORPORATION ("JSP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 16, 2012:
| Number of Shares: | 500,000 common shares |
| Purchase Price: | $0.10 per share |
| Warrants: | 250,000 share purchase warrants to purchase 250,000 shares |
| Warrant Exercise Price: | $0.20 for a period of two years |
| Number of Placees: | 1 placee |
Insider / Pro Group Participation:
| Insider=Y / | ||
| Name | ProGroup=P / | # of Units |
| Calalta Amusements Ltd. (Gordon Dixon) | Y | 500,000 |
No Finder's Fee
________________________________________
KINGSLAND ENERGY CORP. ("KLE")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to an Agreement of Purchase and Sale dated October 9, 2012 (the "Agreement") between the Company and Legacy Oil + Gas Inc. ("Legacy"), an arms length party, whereby the Company will dispose of its working interest in the Steelman-Ward area of Saskatchewan. In consideration, the Company will receive from Legacy $5,000,000 in cash and will receive a working interest in a Red River well in southeast Saskatchewan.
Insider / Pro Group Participation: None
For further information please refer to the Company's press release dated October 17, 2012
________________________________________
KWG RESOURCES INC. ("KWG")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
Effective at 4:50 a.m. PST, October 19, 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.
________________________________________
KWG RESOURCES INC. ("KWG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
Effective at 9:15 a.m., PST, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
________________________________________
LGX OIL + GAS INC. ("OIL")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at the Open, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
________________________________________
LGX OIL + GAS INC. ("OIL")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 5:55 a.m. PST, October 19, 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.
________________________________________
LGX OIL + GAS INC. ("OIL")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 8:45 a.m., PST, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
________________________________________
LIONS GATE METALS INC. ("LGM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
Effective at 8:30 a.m., PST, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
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NOBLE MINERAL EXPLORATION INC. ("NOB")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's documentation pertaining to a secured loan agreement (the "Loan"), between Noble Mineral Exploration Inc. (the "Company"), an arm's length party and four non-arm's length parties (collectively, the "Lenders"). The Lender has provided a $1,500,000 loan (the "Loan"), bearing interest at a rate of 12% per annum. The Loan matures in four years.
Additionally, the Exchange has accepted for filing a bonus of 6,000,000 common shares at a price of $0.05 to be issued to the Lenders in connection with the Loan.
________________________________________
NORTHERN GOLD MINING INC. ("NGM")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced September 21, 2012:
| Number of Shares: | 25,000,000 flow-through shares |
| Purchase Price: | $0.40 per share |
| Number of Placees: | 39 placees |
Insider / Pro Group Participation:
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Eric Szustak | Y | 25,000 |
| Steve McIntyre | Y | 125,000 |
| Greg Gibson | Y | 125,000 |
| Agent's Fee: | An aggregate of $600,000 in cash payable to Primary Capital Inc., Oberon Capital Corporation, Jennings Capital Inc., Middlefield Capital Corporation, Jones, Gable & Company Limited and Raymond James Ltd. |
For further details, please refer to the Company's news release dated October 5, 2012.
________________________________________
PURE ENERGY MINERALS LIMITED ("PE")
[formerly Harmony Gold Corp. ("H")]
BULLETIN TYPE: Name Change, Symbol Change
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Pursuant to a resolution passed by Directors, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening October 22, 2012, the common shares of Pure Energy Minerals Limited will commence trading on TSX Venture Exchange, and the common shares of Harmony Gold Corp. will be delisted. The Company is classified as a 'mineral exploration and development' company.
| Capitalization: | unlimited | shares with no par value of which | |||
| 67,996,503 | shares are issued and outstanding | ||||
| Escrow: | nil | ||||
| Transfer Agent: | Computershare Trust Company of Canada | ||||
| Trading Symbol: | PE | (new) | |||
| CUSIP Number: | 74624B106 | (new) | |||
________________________________________
RACKLA METALS INC. ("RAK")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated October 18, 2012, with respect to a Non-Brokered Private Placement, the correct company name should be RACKLA METALS INC. and not RACKLA MERALS INC.
All other details remain unchanged.
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ROCMEC MINING INC. ("RMI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement announced on October 11, 2012:
| Number of Shares: | 225 000 flow-through common shares and 122 724 common shares |
| Purchase Price: | $0.14 per flow-through common share and $0.11 per common share |
| Warrants: | 173,862 warrants to purchase 173, 862 common shares |
| Warrant exercise price: | $0.15 for a period of 18 months following the closing of the Private Placement |
| Number of Placees: | 5 placees |
The Company has confirmed the closing of the above-mentioned Private Placement by way of a press release.
CORPORATION MINIÈRE ROCMEC INC. (« RMI »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 19 octobre 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 tel qu'annoncé le 11 octobre 2012 :
| Nombre d'actions : | 225 000 actions ordinaires accréditives et 122 724 actions ordinaires |
| Prix : | 0,14 $ par action ordinaire accréditive et 0,11 $ par action ordinaire |
| Bons de souscription : | 173 862 bons de souscription permettant de souscrire à 173 862 actions ordinaires |
| Prix d'exercice des bons : | 0,15 $ pendant une période de 18 mois suivant la clôture du placement privé. |
| Nombre de souscripteurs : | 5 souscripteurs |
La société a confirmé la clôture du placement privé mentionné ci-dessus par voie de l'émission d'un communiqué de presse.
_______________________________________________
SEARCH MINERALS INC. ("SMY")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 14, 2012:
| Number of Shares: | 1,400,000 flow-through shares |
| Purchase Price: | $0.18 per share |
| Warrants: | 1,400,000 share purchase warrants to purchase 1,400,000 shares |
| Warrant Exercise Price: | $0.20 for an eighteen month period |
| Number of Placees: | 10 placees |
Insider / Pro Group Participation:
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| RJS Management Services Limited (Ray Saunders) | Y | 699,111 |
| David Dreisinger | Y | 60,000 |
| James M. Patterson | Y | 60,000 |
| J.D. Clucas | Y | 85,000 |
| Randy Miller | Y | 140,000 |
| RJS Terminals Limited (Ray Saunders) | Y | 72,000 |
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.
________________________________________
SILVERWILLOW ENERGY CORPORATION ("SWE")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced September 26, 2012 and closed October 18, 2012:
| Number of Shares: | 3,200,000 common shares issued on a flow-through basis ("FT Shares") | |
| Purchase Price: | $1.25 per FT Share | |
| Number of Placees: | 12 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of FT Shares |
| Douglas Mitchell | Y | 100,000 |
| Glen Roane | Y | 80,000 |
| Howard Lutley | Y | 80,000 |
| Michael Stevens | Y | 40,000 |
| Cameron Bateman | Y | 32,000 |
| Bonnie Dupont | Y | 10,000 |
| Lynda Werner | Y | 1,000 |
| Daniel McLeod | Y | 5,000 |
| Bruce Langstaff | P | 20,000 |
| Agent's Fee: | $100,000 cash to National Bank Financial Inc. | |
| $50,000 cash to Peters & Co. Limited | ||
| $50,000 cash to RBC Dominion Securities Inc. | ||
________________________________________
SURREY CAPITAL CORP. ("SYC.P")
BULLETIN TYPE: Halt
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
Effective at 6:51 a.m. PST, October 19, 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.
________________________________________
TARANIS RESOURCES INC. ("TRO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the first tranche of a Non-Brokered Private Placement announced September 6, 2012:
| Number of Shares: | 563,334 flow-through shares | ||
| Purchase Price: | $0.15 per flow-through share | ||
| Warrants: | 281,667 share purchase warrants to purchase 281,667 shares | ||
| Warrant Exercise Price: | $0.30 for a one year period | ||
| Number of Placees: | 6 placees | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P / | # of Shares | |
| Paul Jelec | P | 210,000 | |
| George Kent & Associates Ltd. | Y | 80,000 | |
| Finder's Fee: | $735 payable to Richard Williams | ||
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.
________________________________________
TOSCANA ENERGY INCOME CORPORATION ("TEI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
Effective at 4:50 a.m., PST, October 19, 2012, shares of the Company resumed trading, an announcement having been made.
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VITREOUS GLASS INC. ("VCI")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: October 19, 2012
TSX Venture Tier 2 Company
The Issuer has declared the following dividend(s):
| Dividend per Share: | $0.09 |
| Payable Date: | November 15, 2012 |
| Record Date: | November 1, 2012 |
| Ex-Dividend Date: | October 30, 2012 |
________________________________________
WOLFDEN RESOURCES CORPORATION ("WLF")
BULLETIN TYPE: New Listing-IPO-Shares
BULLETIN DATE: October 19, 2012
TSX Venture Tier 1 Company
The Company's Initial Public Offering ('IPO') Prospectus dated October 1, 2012, has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Ontario Securities Commission on October 2, 2012, pursuant to the provisions of the Ontario Securities Act.
The prospectus has also been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
The gross proceeds received by the Company for the IPO were $9,956,020 (3,156,400 flow-through common shares at $0.55 per flow-through common share and 16,440,000 non-flow-through Units at $0.50 per Unit, each Unit consisting of one common share and one-half of one non-transferable common share purchase warrant. Each whole common share purchase warrant is exercisable to acquire an additional common share at $0.75 per share until October 18, 2014, subject to accelerated expiry if the Company's common shares trade at an average trading price of $1.50 or more for a period of 20 consecutive Trading Days). The Company is classified as a 'Mineral Exploration' company.
Property Acquisition
The Company completed the acquisition of a 100% interest in the Clarence Stream Property, subject to an aggregate 3% net smelter returns royalty, concurrently with completion of its IPO. The Clarence Stream gold exploration property consists of 793 claims totaling 17,446 hectares located approximately 70 kilometers south of Fredericton, New Brunswick and 25 kilometers northwest of the town of St. George in Charlotte County, southern New Brunswick. In connection with the property acquisition, the Company issued 3,200,000 common shares and issued 1,120,000 Units.
| Commence Date: | At the opening on Monday, October 22, 2012, the Common shares will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: | Ontario |
| Capitalization: | Unlimited common shares with no par value of which 49,689,733 common shares are issued and outstanding |
| Escrowed Shares: | 9,233,433 common shares |
| Escrowed Warrants: | 750,000 warrants |
| Transfer Agent: | Equity Financial Trust Company |
| Trading Symbol: | WLF |
| CUSIP Number: | 977750 10 8 |
| Agents: | Canaccord Genuity Corp., RBC Dominion Securities Inc. and Jones, Gable & Company Limited |
| Greenshoe Option: | The Agents have over-allotted the Offering to the extent of 10,000 non-flow-through Units (included in the gross proceeds above). The Company has granted a Greenshoe Option entitling the Agent to purchase up to an additional 2,929,460 Units at a price of $0.50 per Unit up to the close of business on November 17, 2012. |
| Agent's Warrants: | 1,339,208 non-transferable share purchase warrants. Each warrant is exercisable into one share at $0.55 per share up to October 18, 2014. |
For further information, please refer to the Company's Prospectus dated October 1, 2012.
| Company Contact: | Dan Mechis |
| Company Address: | Unit 5-1100 Russell Street, Thunder Bay, Ontario, P7B 5N2 |
| Company Phone Number: | (807) 624-1131 |
| Company Fax Number: | (807) 624-1133 |
| Company Email Address: | [email protected] |
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NEX COMPANY:
MCW ENTERPRISES LTD. ("MCW")
[Formerly Axea Capital Corp.] ("XEA.H")
BULLETIN TYPE: Qualifying Transaction-Completed, Graduation from NEX to TSX Venture, Resume Trading, Private Placement-Brokered, Name Change, Consolidation and Symbol Change
BULLETIN DATE: October 19, 2012
NEX Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated October 5, 2012. As a result, at the opening on Monday, October 22, 2012, the Company will no longer be considered a Capital Pool Company.
The Qualifying Transaction consists of the arm's length acquisition of the issued and outstanding shares of MCW Energy Group ("MCW Energy") in consideration for securities of the Company on a 4 for 1 basis (post 6 for 1 consolidation of the Company's shares). Pursuant to the Qualifying Transaction, the Company issued 32,752,411 common shares (including an aggregate of 770,000 common shares to purchasers in connection with the closing of the subscription receipt financing), warrants exercisable for 2,000,000 common shares, warrants to holders of subscription receipts exercisable for 385,000 common shares, and broker warrants exercisable for 56,000 common shares in exchange for all of the issued and outstanding securities of MCW Energy. In addition, there are 500,000 common shares that may be issued pursuant to a technology transfer agreement with Vladimir Podlipskiy and 1,500,000 common shares that may by issued pursuant to a Debenture Agreement for $3,000,000.00.
Pursuant to the Qualifying Transaction, a total of 3,125,000 common shares and 1,000,000 warrants are escrowed pursuant to the Exchange Tier 2 Surplus Escrow Agreement. There are 374,999 that remain in escrow pursuant to the CPC Escrow Agreement.
For further information regarding the Qualifying Transaction, please refer to the Company's Filing Statement dated October 5, 2012 available on SEDAR.
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated February 15, 2011, trading in the securities of the Resulting Issuer will resume at the opening on Monday, October 22, 2012.
Graduation, Name Change, Consolidation and Symbol Change:
Pursuant to a resolution passed by shareholders on August 17, 2012, the Company has consolidated its capital on a 6 old for 1 new basis. The name of the Company has also been changed to MCW Enterprises LTD.
Effective at the opening on Monday, October 22, 2012, the common shares of MCW Enterprises LTD. will commence trading on TSX Venture Exchange, and the common shares of Axea Capital Corp. will be delisted from NEX. The trading symbol will change from ('XEA.H') to ('MCW').
Graduation from NEX to TSX Venture The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Monday, October 22, 2012, the Company's listing will transfer from NEX to TSX Venture and the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Toronto.
Private Placement-Brokered:
TSX Venture Exchange has accepted for filing the documentation with respect to a Brokered Private Placement announced on May 8, 2012:
| Number of Shares: | 770,000 Units |
| Purchase Price: | $1.80 per Unit |
| Warrants: | 385,000 warrants to purchase 385,000 common shares |
| Warrants Exercise Price: | $3.00 for 24 months |
| Number of Placees: | 26 placees |
| Agents' Compensation: | Stonecap Securities Inc. received $112,000.00 in cash as well as 56,000 Broker Warrants. Each Broker Warrant entitles the Holder to purchase one common share at a price of $2.00 for 24 months. |
The Company has confirmed the closing of the Private Placement pursuant to a news release.
In addition, the Exchange has accepted for filing the following:
Post-consolidation
| Capitalization: | Unlimited | common shares with no par value of which |
| 34,074,889 | shares are issued and outstanding | |
| Escrow: | 3,499,999 | common shares |
| Transfer Agent: | Olympia Trust Company | |
| Trading Symbol: | MCW | (New) |
| CUSIP Number: | 55279A105 | (New) |
The Company is classified as an 'Oil and Gas Extraction' company.
| Company Contact: | Dr. Gerry Bailey, Chief Executive Officer |
| Company Address: | 344 Mira Lona Avenue, Glendale, California 91204 |
| Company Phone Number: | 1 (800) 979-1897 |
| Company Email Address: | [email protected] |
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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