TSX Venture Exchange Daily Bulletins

VANCOUVER, Feb. 14, 2013 /CNW/ -

TSX VENTURE COMPANIES:

ALTITUDE RESOURCES INC. ("ALI")
[formerly Triumph Ventures III Corporation ("TVP.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed, Name Change and Consolidation, Symbol Change, Resume Trading, Private Placement
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

Qualifying Transaction-Completed:

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Amended Filing Statement dated January 30, 2013 and its press releases dated April 3, 2012, September 27, 2012, January 2, 2013 and February 7, 2013.  As a result, at the opening, Friday, February 15, 2013, the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

Pursuant to the arm's length amalgamation agreement dated December 31, 2012 between Altitude Resources Ltd. ("Altitude"), Altitude Resources Inc., formerly Triumph Ventures III Corporation (the "Company"), and Altitude Acquisition Corp., a wholly-owned subsidiary of the Company ("Subco"), the Company has indirectly acquired all of the issued and outstanding shares of Altitude through the amalgamation of Altitude and Subco. As consideration for the acquisition, the Company has issued 18,963,726 common shares of the Company to the shareholders of Altitude.

In connection with the Qualifying Transaction, the Company carried out private placements of 1,373,186 flow-through subscription receipts at a price of $0.70 per subscription receipt for gross proceeds of $961,230 (the "FT Subscription Receipts"), and Altitude carried out private placements of 4,267,666 unit subscription receipts at a price of $0.60 each for gross proceeds of $2,560,600 (the "Unit Subscription Receipts"), representing a combined total gross proceeds of $3,521,830 from both private placements (collectively, the "Offering"). Each FT Subscription Receipt was converted into one common share issued on a flow-through basis. Each Unit Subscription Receipt was converted into: (i) one common share of the Company; and (ii) one-half of one common share purchase warrant of the Company (a "Warrant"). Each whole Warrant shall entitle the holder thereof to acquire one additional common share, at a price of $0.80, until December 28, 2014.

The Offering was co-led by Salman Partners Inc. and Portfolio Strategies Securities Inc. (collectively, the "Agents"). The Company and Altitude paid the Agents a commission in cash and broker warrants (the "Broker Warrants"), in an aggregate amount equal to 7% of the Offering. Each Broker Warrant will be exercisable to acquire one common share at $0.60 per common share until December 28, 2014.

For further information, please refer to the Company's Amended Filing Statement dated January 30, 2013 and press releases dated April 3, 2012, September 27, 2012, January 2, 2013 and February 7, 2013, available on SEDAR.

Name Change and Consolidation

Pursuant to the articles of amendment dated December 28, 2012, the Company has changed its name to Altitude Resources Inc. and consolidated its common shares on a two old to one new basis.

Symbol Change

Effective at the opening, Friday, February 15, 2013, the trading symbol for the Company will change from TVP.P to ALI.

Resume Trading:

Further to TSX Venture Exchange's Bulletins dated April 3, 2012, April 4, 2012, and February 7, 2013, trading in the securities of the Resulting Issuer will resume at the opening, Friday, February 15, 2013.

Private Placement

In connection with the QT, the Company carried out private placements of 1,373,186 flow-through subscription receipts at a price of $0.70 for gross proceeds of $961,230 (the "FT Subscription Receipts"). Each FT Subscription Receipt was converted into one common share issued on a flow-through basis. Salman Partners Inc. and Portfolio Strategies Securities Inc. received an aggregate of 394,859 broker warrants with each broker warrant being exercisable into one Company share at $0.60 per common share until December 28, 2014.

Insider / Pro Group Participation:

Name

Insider=Y / ProGroup=P

# of Shares

Wes Roberts

Y

42,800

In addition, the Exchange has accepted for filing the following:

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ARGUS METALS CORP. ("AML")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, February 14, 2013, 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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ARGUS METALS CORP. ("AML")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement, Remain Halted
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing a Mineral Property Purchase and Sale Agreement (the "Agreement") between Argus Metals Corp. ("Argus") and Banyan Coast Capital Corp. ("Banyan") dated October 26, 2012 under which Argus has agreed to sell to Banyan its interest in its Hyland Gold Property.  The Hyland Gold Property is comprised of 927 mineral claims located in the Yukon Territory.  As consideration for the sale of the Hyland Gold Property, the Company will receive 4,000,000 common shares of Banyan.

The Exchange has been advised that the Agreement received shareholder approval at an annual general and special meeting of shareholders on December 3, 2012.

Insider / Pro Group Participation:  Nil.

For further information please see the Company's news releases of September 10, 2012, October 9, 2012, December 5, 2012 and December 21, 2012 which are available under the Company's profile on SEDAR.

Trading in the shares of the Company will remain halted.

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ANGEL GOLD CORP. ("ANG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 18, 2013 and January 22, 2013:

Number of Shares:						20,000,000 shares
Purchase Price:						$0.10 per share
Warrants:						10,000,000 share purchase warrants to purchase 10,000,000 shares
Warrant Exercise Price:						$0.15 for a two year period
Number of Placees:						77 placees
Insider / Pro Group Participation:
Name						Insider=Y / ProGroup=P /				# of Shares
Blanca Stella Frias Carrera  iO Corporate Services Ltd. (Marian McGrath)  Shaun Chin  Liz Zhu  Tulameen Investments Ltd. (Harley Mayers)  Gus Wahlroth  David Hamilton-Smith  Nancy Wong  Jon Lehmann						Y  Y  P  P  P  P  P  P  Y				1,000,000 200,000 80,000 100,000 200,000 200,000 290,000 50,000 1,000,000
Finder's Fee:						Canaccord Genuity Corp. - $18,000 and 5,400 Finder's Units Donnybrooke Capital (Mike Blady) - 9,000 Finder's Units Wolverton Securities Ltd. -81,000 Finder's Units Haywood Securities Inc. - $1,800 and 27,000 Finder's Units Leede Financial Markets Inc. - $900 PI financial Corp. - $5,160 Fab Carella - $1,200 Raven Waschilowski - $3,000 Mackie Research Capital Corp. - 42,000 Finder's Units NBCN Inc. - $9,000 and 90,000 Finder's Units Jordan Capital Markets Inc. - $14,100
						- Each Finder's Unit consists of one common share and half a share purchase warrant that is exercisable into common shares at $0.15 per share for a two year period.

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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CAPGAIN PROPERTIES INC. ("CPP")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Commercial Purchase Agreement dated January 24, 2013 between CapGain Holdings Inc. (a wholly-owned subsidiary of CapGain Properties Inc. - the "Company") and James Kaepplinger and Laura Kaepplinger (the "Seller), whereby the Company is to purchase Lot 2 in Masslich Subdivision in McHenry County, Illinois (the "Property").  In consideration, the Company will pay $18,500 in cash and issue 76,166 common shares to the Seller.  The Company will assume a mortgage of $110,000 secured against the Property.

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CLEMSON RESOURCES CORP. ("CRZ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

Effective at the open, Friday, February 15, 2013, trading in the Company's shares will resume.

This resumption of trading does not constitute acceptance of the Company's previously announced proposed acquisition of all of the issued and outstanding shares of Oyster Oil and Gas Limited (the 'Transaction') (as described in the Company's press releases of February 4, 2013 and February 5, 2013), and should not be construed as an assurance of the merits of the transaction or the likelihood of completion.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange Inc. acceptance.  There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance.  SHOULD THIS OCCUR, A TRADING HALT MAY BE RE-IMPOSED.

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CORDOBA MINERALS CORP. ("CDB")
BULLETIN TYPE:  Warrant Price Amendment
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the reduction in the exercise price of the following warrants:

Private Placement:

# of Warrants:  Expiry Date of Warrants:  Forced Exercise Provision:  Original Exercise Price of Warrants:  New Exercise Price of Warrants:											2,256,597 March 15, 2014 and April 10, 2014 If the closing price for the Company's shares is $0.625 or greater for a period of 10 consecutive trading days, then the warrant holders will have 30 days to exercise their warrants; otherwise the warrants will expire on the 31st day. $1.00 $0.50

These warrants were issued pursuant to a private placement of 6,866,667 shares with 3,433,335 share purchase warrants attached, which was accepted for filing by the Exchange effective on April 13, 2012.

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ENPAR TECHNOLOGIES INC. ("ENP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 3, 2012:

Number of Shares:							5,000,000 shares
Purchase Price:							$0.10 per share
Warrants:							1) 2,500,000 Tier 1 share purchase warrants to purchase 2,500,000 shares 2) 2,500,000 Tier 2 share purchase warrants to purchase 2,500,000 shares
Warrant Exercise Price:							1) $0.15 for a two year period 2) $0.20 for a two year period
Number of Placees:							31 placees
Finder's Fee:							an aggregate of $34,800, plus 174,000 Tier 1 finders warrants and 174,000 Tier 2 finders warrants, each exercisable into one common share at the same terms as the warrants above, payable to Rafik Boghossian, Jeffrey Walker, Audrey Ho, Hazem Al-Husseini and Dragon Capital

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.

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KING'S BAY GOLD CORPORATION ("KBG")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to a purchase and sale agreement  (the "Agreement") dated January 20, 2013 between Luc Gagnon, David Clement (collectively, the "Vendors") and King's Bay Gold Corporation (the "Company").  Pursuant to the Agreement, the Company shall acquire a 100% interest in 51 claim units located in the Kirkup and Manross Townships in the Kenora Mining District of Ontario.

As consideration, the Company shall pay $18,100 and issue 500,000 shares to the Vendors.

For more information, refer to the Company's news release dated January 28, 2013.

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MINAEAN INTERNATIONAL CORP. ("MIB")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 14, 2013
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 December 17, 2012:

Number of Shares:							1,491,000 shares
Purchase Price:							$0.075 per share
Warrants:							745,500 share purchase warrants to purchase 745,500 shares
Warrant Exercise Price:							$0.10 for an 18 month period
Number of Placees:							4 placees
Finder's Fee:							Haneef Esmail - 14,000 common shares payable

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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MORUMBI RESOURCES INC. ("MOC")
BULLETIN TYPE:  Private Placement-Non-Brokered, Amendment
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

Further to our bulletin dated February 4, 2013 the finder's fee information should have been disclosed as follows:

Finder's Fee:											an aggregate of $9,142 plus 26,120 finder's warrants, each exercisable into one common share at a price of $0.35 for a period of two years payable to Tracy Feldman and Heath Ellingham.

All other terms remain unchanged.

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NORTHERN VERTEX MINING CORP. ("NEE")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, February 14, 2013, 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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RED TIGER MINING INC. ("RMN")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: February 14, 2013
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,000,000 shares to settle outstanding debt for US$1,423,024.

Number of Creditors:											1 Creditor

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

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WOLFDEN RESOURCES CORPORATION ("WLF")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  February 14, 2013
TSX Venture Tier 1 Company

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

Private Placement:

# of Warrants:  Original Expiry Date of Warrants:  New Expiry Date of Warrants:  Exercise Price of Warrants:											2,547,500 February 25, 2013 February 25, 2014 $0.40

These warrants were issued pursuant to a private placement of 5,095,000 shares with 2,547,500 share purchase warrants attached, which was conducted on February 25, 2011, prior to the Company's Initial Public Offering.

# of Warrants:  Original Expiry Date of Warrants:  New Expiry Date of Warrants:  Exercise Price of Warrants:											360,000 March 13, 2013 March 13, 2014 $0.40

These warrants were issued pursuant to a private placement of 720,000 shares with 360,000 share purchase warrants attached, which was conducted on March 13, 2012, prior to the Company's Initial Public Offering.

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SOURCE: TSX Venture Exchange

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