TSX Venture Exchange Daily Bulletins
VANCOUVER, Dec. 19, 2013 /CNW/ -
TSX VENTURE COMPANIES:
AFFERRO MINING INC. ("AFF")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: December 19, 2013
TSX Venture Tier 1 Company
Plan of Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a plan of arrangement (the "Arrangement") conducted under the provisions of the Business Corporations Act (British Columbia) pursuant to the terms of an arrangement agreement dated June 23, 2013 between Afferro Mining Inc. ("Afferro") and International Mining & Infrastructure Corporation PLC ("IMIC"). Upon completion of the Arrangement, IMIC will acquire all of the issued and outstanding Afferro shares, and Afferro will become a indirect wholly-owned subsidiary of IMIC. As a result of the Arrangement, each Afferro shareholder (other than a dissenting shareholder) will receive the following for each Afferro share held:
(i) £0.80 in cash; and
(ii) a two year unsecured convertible note with a principal amount of £0.40 and carrying simple annual interest of 8% payable upon maturity.
The Exchange has been advised that approval of the Arrangement by shareholders of Afferro was received at a special meeting of the shareholders held on September 16, 2013 and that approval of the Arrangement was received from the Supreme Court of British Columbia on October 9, 2013. The full particulars of the Arrangement are set forth in Afferro's Management Information Circular dated August 15, 2013 which is available under Afferro's profile on SEDAR.
Afferro and IMIC closed the Arrangement on December 19, 2013.
Delist:
In conjunction with the closing of the Arrangement, Afferro has requested that its common shares be delisted. Accordingly, effective at the close of business on Thursday, December 19, 2013, the common shares of Afferro Mining Inc. will be delisted from the Exchange.
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AIRIQ INC. ("IQ")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's documentation pertaining to a credit agreement and promissory note (collectively, the "Agreements"), between AirIQ Inc. (the "Company") and Mosaic Capital Partners L.P., a non-arm's length party (the "Lender"). The Lender has provided a $100,000 loan, bearing interest at a rate of 15% per annum and maturing on June 17, 2015.
Additionally, the Exchange has accepted for filing a bonus of up to 700,000 share purchase warrants (each exercisable into one common share at a price of $0.05 for a five year period) to be issued to the Lender in connection with the loan.
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AIRIQ INC. ("IQ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 17, 2013:
| Number of Shares: | 7,700,000 shares | |||||
| Purchase Price: | $0.05 per share | |||||
| Number of Placees: | 17 placees |
Insider / Pro Group Participation:
| Insider=Y / | ||||||||||||
| Name | ProGroup=P | # of Shares | ||||||||||
| 2204671 Ontario Inc. (Donald Gibbs) | Y | 2,810,000 | ||||||||||
| Mosaic Capital Partners L.P. | Y | 1,000,000 | ||||||||||
| Kilimanjaro Capital Inc. (Vernon Lobo) | Y | 169,000 | ||||||||||
| MR Accounting & Bookkeeping Inc. (Michael Robb) | Y | 306,000 | ||||||||||
| Karen Felstead | Y | 210,000 |
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).
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AUGUSTA INDUSTRIES INC. ("AAO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Securities Purchase Agreement, dated December 13, 2013, between Augusta Industries Inc. (the "Company") and Pinetree Capital Ltd. - a TSX listed company ("Pinetree") whereby Pinetree has acquired 18,000,000 shares of the Company at a deemed value of $0.05 per share in exchange for 3,000,000 common shares of Pinetree at a deemed value of $0.30 per share.
Insider / Pro Group Participation:
| Insider=Y / | ||||||||||||
| Name | ProGroup=P | # of Shares | ||||||||||
| Pinetree Capital Ltd. | Y | 18,000,000 |
For further details, please refer to the Company's news release December 16, 2013.
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AURORA SPINE CORPORATION ("ASG")
BULLETIN TYPE: Halt
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Effective at 12:30 p.m., PST, December 19, 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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AZINCOURT URANIUM INC. ("AAZ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 18, 2013:
| Number of Shares: | 3,473,366 flow-through shares | |||||
| Purchase Price: | $0.30 per share | |||||
| Number of Placees: | 19 placees |
Insider / Pro Group Participation:
| Insider=Y / | |||||||||
| Name | ProGroup=P | # of Shares | |||||||
| Aggregate Pro Group Involvement | P | 303,000 | |||||||
| [4 placees] | |||||||||
| Finders' Fees: | NBCN Inc. - $6,000.00 | ||||||||
| Secutor Capital Management Corporation - $36,000.79 | |||||||||
| Haywood Securities Inc. - $24,000.00 | |||||||||
| CIBC - $9,192.00 | |||||||||
| Raymond James Ltd. - $2,184.00 | |||||||||
| Soche Holdings Inc. (James Kitsul) - $2,792.00 | |||||||||
| Canaccord Genuity Corp. - $792.00 |
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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CALLINAN ROYALTIES CORPORATION ("CAA")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: December 19, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated December 12, 2013, it may repurchase for cancellation, up to 2,451,156 shares in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange during the period January 1, 2014 to December 31, 2014. Purchases pursuant to the bid will be made by John Tognetti of Haywood Securities Inc. on behalf of the Company.
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CANADA CARBON INC. ("CCB")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Purchase Agreement (the "Agreement"), dated December 11, 2013, between Canada Carbon Inc. (the "Company") and Caribou King Resources Ltd. - a TSX Venture listed company (the "Vendor"), whereby the Company will acquire a 100% interest in eight claim units (the "Calumet Claims"), located near Grenville, Quebec.
Under the terms of the Agreement, the Company has agreed to make a $15,000 cash payment and issue 200,000 common shares to the Vendor.
For further details, please refer to the Company's news release dated December 13, 2013.
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CBM ASIA DEVELOPMENT CORP. ("TCF")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Effective at 7:00 a.m., PST, December 19, 2013, shares of the Company resumed trading, an announcement having been made.
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COLUMBUS EXPLORATION CORPORATION ("CLX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 31, 2013:
| Number of Shares: | 3,400,000 shares | |||||
| Purchase Price: | $0.05 per share | |||||
| Number of Placees: | 9 placees |
Insider / Pro Group Participation:
| Insider=Y / | ||||||||||||||
| Name | ProGroup=P | # of Shares | ||||||||||||
| Andrew Clark | Y | 400,000 | ||||||||||||
| Peter Gianulis | Y | 1,200,000 | ||||||||||||
| Robert Giustra | Y | 600,000 | ||||||||||||
| Jeff Klenda | 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.
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DONNYCREEK ENERGY INC. ("DCK")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced December 2, 2013, December 3, 2013 and December 16, 2013:
| Number of Shares: | 3,350,000 flow-through shares | |||||
| Purchase Price: | $2.40 per flow-through share | |||||
| Number of Placees: | 46 placees |
Insider / Pro Group Participation:
| Insider=Y / | |||||||||
| Name | ProGroup=P | # of Shares | |||||||
| John C. Marsh | Y | 10,600 | |||||||
| Randy Kwasnicia | Y | 200,000 | |||||||
| Murray Scalf | Y | 37,769 | |||||||
| Clay Riddell | Y | 395,400 | |||||||
| Aggregate Pro Group Involvement | P | 12,500 | |||||||
| [1 placee] | |||||||||
| Agent's Fee: | $482,400 payable to RBC Dominion Securities 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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EXCELLIUM INC. ("XLM")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation of Excellium Inc. (the "Company") relating to an Asset Purchase Agreement dated December 3, 2013 between the Company, General Financial Corporation Inc., as guarantor, and Site Intégration Inc. ("SIP"), in connection with the arm's length sale by the Company's of substantially all of the assets relating to its electronic security division (the "Security Division"), which constitute substantially all of the Company's assets, to SIP. The purchase price payable by SIP is equivalent to the sum of $454,000 and the value of the Security Division's inventory as of closing (estimated at $60,000), as well as the value of the Security Division's accounts receivable as of closing actually collected by the Purchaser within the 12-month period following closing, less a 5% collection fee.
For further information, please refer to the Company's press releases dated December 4, 2013, December 6, 2013 and December 11, 2013.
EXCELLIUM INC. (« XLM »)
TYPE DE BULLETIN : Vente d'actif ou convention de vente d'actions
DATE DU BULLETIN : Le 19 décembre 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents de Excellium Inc. (la « société ») relativement à une convention d'acquisition d'actif datée du 3 décembre 2013 entre la société, General Financial Corporation Inc., en tant que garant, et Site Intégration Inc. (« SIP »), relativement à la vente auprès d'une personne sans lien de dépendance des actifs reliés à la division de sécurité électronique de la société (la « division sécurité »), qui constituent substantiellement tous les actifs de la société, à SIP. Le prix d'achat payable par SIP est égal à une somme de 454 000 $ et la valeur de l'inventaire de la division de sécurité à la clôture (estimée à 60 000 $), ainsi que la valeur des comptes à recevoir de la division sécurité à la clôture et qui seront en fait collectés par l'acquéreur dans la période de 12 mois suivant la clôture, moins à frais de collection de 5 %.
Pour de plus amples renseignements, veuillez vous référer aux communiqués de presse de la société datés des 4, 6 et 11 décembre 2013.
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FOCUS GRAPHITE INC. ("FMS")
BULLETIN TYPE: Halt
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Effective at 5:59 a.m., PST, December 19, 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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GEONOVUS MINERALS CORP. ("GNM")
BULLETIN TYPE: New Listing-Shares, Amendment
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated January 4, 2012, the Exchange has accepted an amendment with respect to a new listing:
| Capitalization: | Unlimited common shares with no par value of which | |||||
| 15,557,566 common shares will be issued and outstanding |
All other details on the bulletin remain unchanged.
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GRANDE WEST TRANSPORTATION GROUP INC. ("BUS")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture bulletin dated December 12, 2013, confirmation of the distribution has been received. Therefore, effective at the opening on Friday, December 20, 2013, shares of the Company will resume trading.
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GROUNDSTAR RESOURCES LIMITED ("GSA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to an Offer to Purchase Letter Agreement dated February 28, 2013 (the "Agreement") between the Company and Richfield Oils Inc. ("Richfield") along with two arm's length working interest partners ("Working Interest Partners", together with Richfield, the "Vendors") whereby the Company will acquire a 100% working interest in two light oil developments covering over 2000 acres of the Alberta Bakken fairway area of the Western Canadian Sedimentary Basin (the "Property"). In consideration, the Company will pay an aggregate cash payment of $15,000 and 580,000 common shares at a deemed price of $0.17 per share to Richfield ("Richfield Share Payment") and 170,000 common shares at a deemed price of $0.17 per share ("WI Share Payment") to the Working Interest Partners.
Richfield will retain a 4% override on the lands and has further agreed to a voluntary escrow for the Richfield Share Payment until September, 2014. In the event the voluntary escrow is not in compliance, the 4% override will be reduced to 0%. Additionally, the Working Interest Partners have agreed to a voluntary escrow for the WI Share Payment for a 12 month period.
Insider / Pro Group Participation: None
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ILOOKABOUT CORP. ("ILA")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 18, 2013, effective at 5:15 a.m.,
December 19, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding a Change of Business and/or Reverse Take-Over pursuant to TSXV Listings Policy 5.2. 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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INFORM RESOURCES CORP. ("IRR")
BULLETIN TYPE: Consolidation
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by directors on September 27, 2013, the Company has consolidated its capital on an eight (8) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening, Friday, December 20, 2013, the common shares of Inform Resources Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.
| Post - Consolidation | ||||||
| Capitalization: | Unlimited shares with no par value of which | |||||
| 3,612,911 shares are issued and outstanding | ||||||
| Escrow | 34,181 shares are subject to escrow | |||||
| Transfer Agent: | Computershare Investor Services Inc. | |||||
| Trading Symbol: | IRR (UNCHANGED) | |||||
| CUSIP Number: | 45672C 20 4 (new) |
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INTEGRA GOLD CORP. ("ICG")
BULLETIN TYPE: Warrant Term Extension, Warrant Price Amendment
BULLETIN DATE: December 19, 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: | 1,952,222 warrants (extension) | |||||
| 454,622 warrants (re-priced) | ||||||
| Original Expiry Date of Warrants: | December 29, 2013 | |||||
| New Expiry Date of Warrants: | December 29, 2015 | |||||
| Original Exercise Price of Warrants: | $0.85 | |||||
| New Exercise Price of Warrants | $0.26 | |||||
| Forced Exercise Provision: | If the closing price for the Company's shares is $0.45 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. |
These warrants were issued pursuant to a private placement of 522,000 flow-through shares and 3,382,444 non-flow-through shares with 1,952,222 share purchase warrants attached, which was accepted for filing by the Exchange effective December 31, 2010 and January 31, 2011.
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MESSINA MINERALS INC. ("MMI")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
1. Plan of Arrangement:
Canadian Zinc Corporation. ("Canadian Zinc") has acquired by way of court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) all of the outstanding common shares of Messina Minerals Inc. (the "Company").
Pursuant to the Arrangement, shareholders of the Company are entitled to receive 0.16949 of a common share of Canadian Zinc for each one share of the Company.
Company shareholder approval was obtained December 16, 2013 and the Supreme Court of British Columbia approved the Arrangement on December 17, 2013. The Arrangement was completed on December 20, 2013.
Trading in the common shares of the Company will be halted at the open, Friday, December 20, 2013, at the request of the Company.
2. Delist:
Effective at the close of business, Friday, December 20, 2013, the common shares of the Company will be delisted from TSX Venture Exchange.
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NORTHERN TIGER RESOURCES INC. ("NTR")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 17, 2013, effective at 7:00 a.m.,
December 19, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to TSXV Listings Policy 5.6(d) of Exchange Policy 5.3. 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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PRO-OR INC. (RESSOURCES MINIERES) ("POI")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted to extend the expiry date of the following warrants:
| Number of Warrants: | 1,000,000 | |||||
| Original Expiry Date of Warrants: | December 31, 2013 | |||||
| New Expiry Date of Warrants: | December 31, 2014 | |||||
| Exercise Price of Warrants: | $0.20 |
These warrants were issued under a private placement including a total of 2,000,000 shares and 1,000,000 warrants, which was accepted for filing by TSX Venture Exchange, effective on January 11, 2013.
RESSOURCES MINIÈRES PRO-OR INC. (« POI »)
TYPE DE BULLETIN: Prolongation des bons de souscription
DATE DU BULLETIN : Le 19 décembre 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté de prolonger la date d'échéance des bons de souscription suivants :
| Nombre de bons : | 1 000 000 | |||||
| Date initiale d'échéance des bons : | Le 31 décembre 2013 | |||||
| Nouvelle date d'échéance des bons : | Le 31 décembre 2014 | |||||
| Prix d'exercice des bons : | 0,20 $ |
Ces bons ont été émis en vertu d'un placement privé comprenant 2 000 000 d'actions et 1 000 000 de bons de souscription, tel qu'accepté par Bourse de croissance TSX le 11 janvier 2013.
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PRO REAL ESTATE INVESTMENT TRUST ("PRV.UN")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: December 19, 2013
TSX Venture Tier 1 Company
The TSX Venture Exchange has accepted for filing the Issuer's Dividend Reinvestment Plan (the "DRIP"). The Issuer has reserved 343,750 Trust Units under the DRIP.
For more information, refer to the Issuer's press release dated December 18, 2013.
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STAKEHOLDER GOLD CORP. ("SRC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 632,600 common shares, at a deemed price of $0.05 per share to settle an outstanding debt of $31,630, as announced on November 28, 2013.
Number of Creditors: 2 creditors
The Company shall issue a news release when the shares are issued and the debt extinguished.
STAKEHOLDER GOLD CORP. (« SRC »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 19 décembre 2013
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission proposée de 632 600 actions, au prix réputé de 0,05 $ l'action en règlement d'une dette de 31 630 $, tel qu'annoncé le 28 novembre 2013.
Nombre de créanciers : 2 créanciers
La société émettra un communiqué de presse lorsque les actions seront émises et que la dette sera réglée.
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STAR MINERALS GROUP LTD. ("SUV")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an arm's length Option and Joint Venture Agreement dated effective December 3, 2013 between the Company and Great Western Minerals Group Ltd. ("Great Western"), pursuant to which the Company will have the right and option to acquire from Great Western up to a 51% participating interest (the "Interest") in the mineral and other related rights to the Hoidas Lake Rare Earth Project mineral property (the "Property").
The Company's right to acquire the Interest will be segregated into two tranches. The Company will have the right to acquire a 25% participating interest by funding and completing a preliminary economic assessment in respect of the Property within two years. Upon successfully exercising the first tranche and acquiring the 25% participating interest, the Company will have the right to acquire an additional 25% participating interest in the Property by funding and completing a feasibility study in respect of the Property within 4 years of completing the preliminary economic assessment.
| CASH | SHARES | WORK EXPENDITURES | |||||||||
| $NIL | NIL | $500,000 |
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SUNORA FOODS INC. ("SNF")
[formerly Thoroughbred Capital Inc. ("TBC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement, Name Change, Symbol Change, Reinstated for Trading
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated November 27, 2013. As a result, at the opening on Friday, December 20, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the arm's length acquisition of Sunora Foods Ltd. ("Sunora"), completed on December 17, 2013 pursuant to the terms of the securities exchange agreement entered into among the Company, Sunora and Steve Bank, the sole Sunora shareholder, dated December 17, 2013, pursuant to which the Company acquired all of the issued and outstanding shares of Sunora in exchange for 30,000,000 Company shares.
In connection with the Qualifying Transaction, the Company completed brokered and non-brokered private placements on December 17, 2013 for aggregate gross proceeds of $938,150.05 (the "Offering"). The brokered private placement consisted of 4,587,667 Company units (each a "Unit") at a price of $0.15 per Unit for gross proceeds of $688,150.05. The non-brokered private placement consisted of 1,666,665 Units for gross proceeds of $249,999.75. Each Unit consists of one common share and one Resulting Issuer warrant with each whole warrant entitling the holder thereof to acquire one Resulting Issuer common share at an exercise price of $0.25 until December 17, 2015.
Fin-Xo Securities Inc. (the "Agent") received a corporate finance fee of $20,000 and a cash commission in amount of $51,611.25, representing 7.5% of the gross proceeds from the brokered private placement. The Agent was also issued 344,075 agent options to acquire Resulting Issuer shares (the "Agent's Options"), representing 7.5% of the aggregate number of Units sold pursuant to the brokered private placement. Each Agent's Option entitles the Agent to acquire one Resulting Issuer share at an exercise price of $0.15 per Resulting Issuer share until December 17, 2015. A finder was issued 124,999 finder options, exercisable on the same terms as the Agent's Options, representing 7.5% of the aggregate number of Units sold pursuant to the non-brokered private placement.
For further information, please refer to the Company's Filing Statement dated November 27, 2013, available on SEDAR.
Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to the private placements announced November 6, 2013, as amended as disclosed in the press release dated December 17, 2013:
| Number of Shares: | 6,254,332 shares | |||||
| Purchase Price: | $0.15 per unit | |||||
| Warrants: | 6,254,332 share purchase warrants to purchase 6,254,332 shares | |||||
| Warrant Exercise Price: | $0.25 for a two year period | |||||
| Number of Placees: | 37 placees | |||||
| Agent's Fee: | $71,611.25, plus 344,075 compensation warrants, each exercisable into one common share at a price of $0.15 for a 24 month period, paid to Fin-Xo Securities Inc. (the "Agent"). |
|||||
| Finder's Fee | 124,999 compensation warrants, each exercisable into one common share at a price of $0.15 for a 24 month period, issued to Jeff Wang. |
Insider / Pro Group Participation:
| Insider=Y / | ||||||||||||
| Name | ProGroup=P | # of Units | ||||||||||
| Leon Turner | Y | 25,000 |
Name Change
Pursuant to the articles of amendment dated Tuesday, December 17, 2013, the Company has changed its name to Sunora Foods Inc.
Symbol Change
Effective at the opening, Friday, December 20, 2013, the trading symbol for the Company will change from TBC.P to SNF.
Reinstated for Trading
Further to TSX Venture Exchange's Bulletins dated April 10, 2013, September 3, 2013 and December 18, 2013, trading will be reinstated in the securities of the Resulting Issuer at the opening on Friday, December 20, 2013.
In addition, the Exchange has accepted for filing the following:
| Corporate Jurisdiction: | Ontario | |||||
| Capitalization: | Unlimited shares with no par value of which | |||||
| 42,254,332 shares are issued and outstanding | ||||||
| Escrow: | 30,000,000 common shares are subject to Tier 2 Value Escrow, | |||||
| release restrictions | ||||||
| 2,000,000 remain subject to the existing CPC Escrow Agreement. | ||||||
| Transfer Agent: | Equity Financial Trust Company | |||||
| Symbol: | SNF (NEW) | |||||
| CUSIP Number: | 86765J102 (NEW) | |||||
| The Company is classified as a 'Food Manufacturing' company. | ||||||
| Company Contact: | Steve Bank, CEO and Chairman | |||||
| Company Address: | 4616 Valiant Drive NW, Suite 205, Calgary, AB T3A 0X9 | |||||
| Company Phone Number: | (403) 247-8300 | |||||
| Company Fax Number | (403) 247-8340 | |||||
| Company E-Mail: | [email protected] | |||||
| Company Website: | www.sunora.com | |||||
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SUPERIOR COPPER CORPORATION ("SPC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Purchase and Sale Agreement (the "Agreement") dated December 17, 2013 between First Minerals Exploration Limited (the "Vendor") and Superior Copper Corporation (the "Company"). Pursuant to the Agreement, the Company shall acquire the remaining 50% interest in the Coppercorp Project (the "Project") located north of Sault St. Marie, Ontario. The Company earned the initial 50% interest in the Project by completing an earn-in obligation under an option agreement dated September 1, 2010.
In consideration, the Company must pay an aggregate of $100,000, issue 6,956,044 common shares within a two year period. As further consideration, the Company must pay the Vendor 2% of all exploration expenditures incurred in the seventeen months following closing up to a maximum of $25,000.
For further information, please refer to the Company's press release dated December 17, 2013.
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SUSTAINCO INC. ("SMS")
BULLETIN TYPE: Halt
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, December 19, 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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WESTCORE ENERGY LTD. ("WTR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 19, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 18, 2013:
| Number of Shares: | 3,000,000 flow-through shares | |||||
| Purchase Price: | $0.10 per share | |||||
| Number of Placees: | 1 placee | |||||
| No Insider / Pro Group Participation | ||||||
| Finder's Fee: | Prolifio EMD Inc. - $15,000 cash |
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NEX COMPANY:
FIRST URANIUM CORPORATION ("FIU.H")
BULLETIN TYPE: Delist-Offer to Purchase
BULLETIN DATE: December 19, 2013
NEX Company
Effective at the close of business on Friday, December 20, 2013, the units of First Uranium Corporation will be delisted from TSX Venture Exchange. The delisting of the Company's units results from Algold Resources Ltd. ("Algold") purchasing 100% of the Company's units pursuant to a court-approved plan of arrangement. Pursuant to the terms of the Arrangement Agreement dated October 28, 2013, shareholders of the Company will receive 0.0729849 of an Algold share for each unit held In addition, for every full Algold share issued to a shareholder of the Company, such holder will receive ½ of one Algold common share purchase warrant; with each full Algold warrant entitling the holder thereof to purchase one Algold share at a price of $0.20 per Algold share at any time for a period of eighteen months following the issuance of the Algold warrants.
For further information please refer to Company's information circular dated November 8, 2013 and news release dated October 29, 2013.
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SOURCE: TSX Venture Exchange
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