VANCOUVER, May 30, 2014 /CNW/ -
TSX VENTURE COMPANIES:
ARPETROL LTD. ("RPT")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 30, 2014
TSX Venture Tier 1 Company
Pursuant to a special resolution passed by shareholders August 21, 2013, the Company has consolidated its capital on a (25) twenty five old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening on Monday, June 2, 2014, the common shares of ArPetrol Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Petroleum and Natural Gas Explorer & Developer' company.
Post - Consolidation
| Capitalization: |
Unlimited shares with no par value of which |
| 22,901,468 shares are issued and outstanding |
|
| Escrow |
NIL shares |
| Transfer Agent: |
CST Trust Company |
| Trading Symbol: |
RPT (UNCHANGED) |
| CUSIP Number: |
04271B307 (new) ISIN: CA04271B3074 |
_______________________________________
ATORO CAPITAL CORP. ("TTO.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated April 30, 2014, effective at the open, Monday,
June 2, 2014, trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
_______________________________________
CANOEL INTERNATIONAL ENERGY INC. ("CIL")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated May 23, 2014, the Bulletin should have read as follows:
| Finder's Fee: |
$900 cash payable to General Research GmbH. |
All other details in the bulletin remain unchanged.
________________________________________
CRITICAL OUTCOME TECHNOLOGIES INC. ("COT")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated October 30, 2013, the Exchange has consented to a further extension to the expiry date of the following warrants:
Private Placement:
| # of Warrants: |
12,500,000 |
| Original Expiry Date of Warrants: |
September 24, 2012, October 6, 2012 and October 20, 2012 |
| New Expiry Date of Warrants: |
March 15, 2016 |
| Exercise Price of Warrants: |
$0.30 |
These warrants were issued pursuant to a private placement of 12,500,000 shares with 12,500,000 share purchase warrants attached, which was accepted for filing by the Exchange effective April 28, 2011.
________________________________________
DATAMINERS CAPITAL CORP. ("DMC.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Effective at the open on Monday, June 2, 2014, shares of the Company will resume trading, the Exchange having received acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4.
________________________________________
ECHELON PETROLEUM CORP. ("ECH")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Pursuant to Board resolutions dated May 29, 2014, the Company has consolidated its capital on a seven and one-half (7.5) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening, Monday, June 2, 2014, the shares of Echelon Petroleum Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Crude Petroleum and Natural Gas Extraction' company.
Post - Consolidation
| Capitalization: |
Unlimited shares with no par value of which |
| 2,947,362 shares are issued and outstanding |
|
| Escrow |
Nil shares |
| Transfer Agent: |
Computershare Investor Services Inc. |
| Trading Symbol: |
ECH (UNCHANGED) |
| CUSIP Number: |
27875U207 (new) |
________________________________________
EDGEFRONT REAL ESTATE INVESTMENT TRUST ("ED.UN")
BULLETIN TYPE: Halt
BULLETIN DATE: May 30, 2014
TSX Venture Tier 1 Company
Effective at 10:24 a.m., PST, May 30, 2014, 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.
________________________________________
GOLDSTRIKE RESOURCES LTD. ("GSR")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: May 30, 2014
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: |
1,307,679 |
| Original Expiry Date of Warrants: |
June 15, 2014 |
| New Expiry Date of Warrants: |
June 15, 2016 |
| Exercise Price of Warrants: |
$0.80, subject to an accelerated expiry |
These warrants were issued pursuant to a private placement of 3,365,358 non-flow through shares and 750,000 flow through shares with 1,307,679 share purchase warrants attached, which was accepted for filing by the Exchange effective June 15, 2012.
________________________________________
HAPPY CREEK MINERALS LTD. ("HPY")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 9, 2014:
| Number of Shares: |
3,336,001 shares |
| Purchase Price: |
$0.15 per share |
| Warrants: |
1,667,999 share purchase warrants to purchase 1,667,999 shares |
| Warrant Exercise Price: |
$0.20 for a one year period |
| Number of Placees: |
18 placees |
Insider / Pro Group Participation:
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Michael Cathro |
Y |
200,000 |
| Richard Lee |
Y |
66,667 |
| Aggregate Pro Group Involvement |
P |
500,000 |
| [1 placee] |
||
| Finder's Fee: |
$5,250 payable to PowerOne Capital Markets Limited |
|
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.
________________________________________
INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 105,000 bonus shares to an arm's length lender in consideration of a US$50,000 loan. The shares will have a deemed price of $0.05 per share.
Please refer to the Company's news release of May 5, 2014 for further details.
________________________________________
KENIEBA GOLDFIELDS LTD. ("KEN")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by shareholders on May 31, 2013, the Company has consolidated its capital on a three (3) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening, Monday, June 2, 2014, the common shares of Kenieba Goldfields Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining (Non-Oil & Gas) Exploration/Development' company.
| Post - Consolidation |
|
| Capitalization: |
Unlimited shares with no par value of which |
| 9,765,868 shares are issued and outstanding |
|
| Escrow |
nil shares |
| Transfer Agent: |
CST Trust Company |
| Trading Symbol: |
KEN (UNCHANGED) |
| CUSIP Number: |
489013201 (new) |
________________________________________
KOMET RESOURCES INC. ("KMT")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Effective at 7:00 a.m., PST, May 30, 2014, shares of the Company resumed trading, an announcement having been made.
________________________________________
LA RONGE GOLD CORP. ("LAR")
BULLETIN TYPE: Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE: May 30, 2014
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 May 5, 2014:
| Number of Shares: |
4,000,000 shares |
| Purchase Price: |
$0.25 per share |
| Number of Placees: |
3 placees |
Insider / Pro Group Participation:
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Rasool Mohammad |
Y |
450,000 |
| Finder's Fee: |
Canaccord Genuity $58,625 cash and 234,500 warrants payable. Each warrant is exercisable into one common share at $0.25 for 24 months from closing. |
|
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.
Trading in the shares of the Company will remain halted.
________________________________________
MADALENA ENERGY INC. ("MVN")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 29, 2014, effective at 8:22 a.m.,
May 30, 2014, 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 5.3.
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.
________________________________________
MARLIN GOLD MINING LTD. ("MLN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 27, 2014:
| Number of Shares: |
10,000,000 shares |
| Purchase Price: |
$0.10 per share |
| Number of Placees: |
1 placee |
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.
________________________________________
MERCATOR TRANSPORT GROUP CORPORATION ("GMT")
BULLETIN TYPE: Halt
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Effective at 7:10 a.m., PST, May 30, 2014, trading in the shares of the Company was halted pending company contact. 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.
________________________________________
NUVOLT CORPORATION INC. ("NCO")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's documentation in connection with the issuance of 600,000 warrants to purchase 600,000 common shares to Investissement Québec, Fonds de solidarité FTQ and BBA Inc. (200,000 warrants each) pursuant to the renewal of non-guaranteed arm's length loan agreements in the respective amounts of $435,588.57, $316,000 and $470,753 bearing an interest rate of 12% to 15% and maturing in March 2019. The warrants are exercisable at a price of $0.075 per share for a period of three years, subject to an acceleration clause.
The Company issued a news release dated May 13, 2014 confirming the closing of the above-mentioned transaction.
CORPORATION NUVOLT INC. (« NCO »)
TYPE DE BULLETIN : Émission d'actions en paiement de primes
DATE DU BULLETIN : Le 30 mai 2014
Société du groupe 2 de TSX croissance
Bourse de croissance TSX a accepté le dépôt de documents par la société, relativement à l'émission de 600 000 bons de souscription permettant de souscrire à 600 000 actions ordinaires à Investissement Québec, Fonds de solidarité FTQ et BBA inc. (200 000 bons de souscription chacun) en vertu du renouvellement de conventions de prêts non guarantis effectués à distance aux montants respectifs de 435 588,57 $, 316 000 $ et 407 753 $ et portant intérêts à des taux de 12 % à 15 %, échéant en mars 2019. Les bons de souscription peuvent être exercés au prix de 0,075 $ l'action pendant une période de trois ans, sujet à une modalité accélératrice.
La société a émis un communiqué de presse le 13 mai 2014 confirmant la clôture de l'opération précitée.
__________________________________________
PORTO ENERGY CORP. ("PEC")
BULLETIN TYPE: Halt
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
Effective at 11:36 a.m., PST, May 30, 2014, 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.
________________________________________
PYROGENESIS CANADA INC. ("PYR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue a maximum of 7,500,000 common shares at a deemed issue price of $0.80 per share to settle $6,000,000 owing to Phoenix Haute Technology Inc.
Number of Creditors: 1 creditor
Insider / Pro Group Participation:
| Name |
Insider=Y / Pro Group=P |
Amount Owing |
Deemed Issue Price per Share |
Number of Shares |
| Phoenix Haute Technology Inc. (Peter Photis Pascali) |
Y |
$6,000,000 |
$0.80 |
7,500,000 |
For further details, please refer to the Company's press release dated May 23, 2014.
PYROGENESIS CANADA INC. (« PYR »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 30 mai 2014
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 d'un maximum de 7 500 000 actions ordinaires au prix réputé de 0,80 $ l'action en règlement de 6 000 000 $ en sommes dues à Phoenix Haute Technology Inc.
Nombre de créanciers : 1 créancier
Participation Initié / Groupe Pro :
|
Créancier |
Initié = Y / Groupe Pro = P |
Montant Dû |
Prix par action |
Nombre d'actions |
|||||||
|
Gestion Jean Guilbaut Inc. (Jean Guilbaut) |
Y |
6 000 000 $ |
0,80 $ |
7 500 000 |
|||||||
Pour plus d'information, veuillez consulter le communiqué de presse de la société daté du 23 mai 2014.
_____________________________________
RADIENT TECHNOLOGIES INC. ("RTI")
[formerly Madison Capital Corporation ("MDC.P")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change and Consolidation
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
1. Resume Trading
Effective at the opening on Monday, June 2, 2014, the common shares of Radient Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Madison Capital Corporation will be delisted.
2. Qualifying Transaction:
TSX Venture Exchange has accepted for filing Radient Technologies Inc.'s (formerly Madison Capital Corporation) (the "Company") Qualifying Transaction described in its information circular dated April 15, 2014 (the "Information Circular"). As a result, at the opening on Monday, June 2, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction involves the arm's length amalgamation of Madison Capital Corporation and Radient Technologies Inc. ("Radient"), a private company, by way of a Plan of Arrangement ("Arrangement"). Pursuant to the Arrangement, Radient shareholders received 29,917,280 Resulting Issuer Shares at a deemed price of $1.00 per Resulting Issuer Share, on a post-consolidated basis.
For further information on the Qualifying Transaction, please refer to the Company's Information Circular available on SEDAR.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
3. Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on April 8, 2014:
| Number of Shares: |
4,071,288 Radient Subscription Receipts Each holder of Subscription Receipts shall be entitled to receive one Radient Special Share for each Radient Subscription Receipt held which Radient Special Share shall be subsequently exchanged for one Resulting Issuer Share. |
| Purchase Price: |
$1.00 per Radient Subscription Receipt |
| Number of Placees: |
25 placees |
Insider / Pro Group Participation:
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Foragen Technologies Limited Partnership |
Y |
500,000 |
| Aggregate Pro-Group Involvement |
P |
75,000 |
| [3 Placees] |
||
| Agents: |
Clarus Securities Inc. ("Clarus"), AltaCorp Capital Inc., and Salman Partners Inc. |
|
| Agents' Fee: |
Cash advisory fee of $60,000 (paid exclusively to Clarus), a cash commission of $66,000, and a cash fee equal to 8% of the working capital of Madison |
|
| Agents' Warrants: |
66,000 warrants exercisable to purchase one subscription receipt at $1.00 per subscription receipt until May 22, 2016 |
|
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
4. Name Change and Consolidation
Pursuant to a resolution passed by shareholders on May 14, 2014, the Company has consolidated its capital on a ten (10) old for one (1) new basis. The name of the Company has also been changed to Radient Technologies Inc.
Effective at the opening on Monday, June 2, 2014, the common shares of Radient Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Madison Capital Corporation will be delisted. The Company is classified as a "Technology" company.
| Post - Consolidation |
|
| Capitalization: |
Unlimited shares with no par value of which |
| 34,693,568 shares are issued and outstanding |
|
| Escrow: |
17,276,001 shares are subject to 36 month staged release escrow |
| 17,276,001 of which are subject to a Tier 2 Value Security Escrow; and |
|
| 105,000 of which are subject to a CPC Escrow Agreement |
|
| Transfer Agent: |
CST Trust Company |
| Trading Symbol: |
RTI (new) |
| CUSIP Number: |
75034P 10 6 (new) |
| Company Contact: |
Denis Taschuk, President & CEO |
| Company Address: |
8223 Roper Road, Edmonton, Alberta, T6E 6S4 |
| Company Phone Number: |
780-465-1318 ext. 274 |
| Company Fax Number: |
780-465-1381 |
| Company Email Address: |
________________________________
SANDSTORM METALS & ENERGY LTD. ("SND")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: May 30, 2014
TSX Venture Tier 1 Company
The TSX Venture Exchange (the 'Exchange') has accepted for filing documentation in connection with an arrangement agreement dated April 21, 2014 (the 'Arrangement Agreement') between Sandstorm Energy & Metals Ltd. ('Metals') and Sandstorm Gold Ltd. ('Gold'). Pursuant to the Arrangement Agreement, each Metals common share (each, a 'Metals Share') was exchanged for $0.35 in cash and 0.178 of a common share of Gold.
The Exchange has been advised that approval of the Arrangement by shareholders of Metals was received at a meeting of the shareholders held on May 27, 2014 and that approval of the Arrangement was received from the Supreme Court of British Columbia on May 28, 2014. The full particulars of the Arrangement are set forth in Metals' Information Circular (the 'Circular') dated April 24, 2014, which is available under Metals' profile on SEDAR. Metals' securityholders should refer to the Circular for a summary of the procedures regarding the exchange of Metals' securities for the consideration to which they are entitled under the Arrangement.
The Arrangement became effective on May 29, 2014.
Delisting:
In conjunction with the closing of the Arrangement, the Metals Shares will be delisted from the Exchange. Accordingly, effective at the close of business, Friday, May 30, 2014, the Metals Shares will be delisted.
Insider / Pro Group Participation: Metals and Gold have the same Chief Executive Officer and Chief Financial Officer in addition to five common directors. Prior to completion of the Arrangement, Gold held approximately 7.7% of the Metals Shares.
________________________________________
SANTA FE METALS CORPORATION ("SFM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the third and final tranche of a Non-Brokered Private Placement announced January 24, 2014 and March 20, 2014:
| Number of Shares: |
700,000 flow through shares |
| 800,000 non-flow through shares |
|
| Purchase Price: |
$0.05 per share |
| Warrants: |
750,000 share purchase warrants to purchase 750,000 shares |
| Warrant Exercise Price: |
$0.10 for a two year period |
| Number of Placees: |
6 placees |
| Finders' Fees: |
Beaumont Capital Corp. (Robert Rowell) receives $4,500 and 45,000 non-transferable warrants, each exercisable at a price of $0.10 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.]
________________________________________
TAIPAN RESOURCES INC. ("TPN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 20, 2014:
| Number of Shares: |
18,003,256 shares |
| Purchase Price: |
$0.36 per share |
| Warrants: |
18,003,256 share purchase warrants to purchase 18,003,256 shares |
| Warrant Exercise Price: |
$0.50 for a four year period |
| Number of Placees: |
49 placees |
Insider / Pro Group Participation:
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group Involvement |
P |
500,000 |
| [1 placee] |
| Finders' Fees: |
Jordan Capital Markets Inc. receives $10,500.73 and 29,168 non-transferable warrants. |
| Canaccord Genuity Corp. receives $12,204 and 33,900 non-transferable warrants. |
|
| Wolverton Securities Ltd. receives $1,512 and 4,200 non-transferable warrants. |
|
| Industrial Alliance Inc. receives 2,400 non-transferable warrants. |
|
| Mackie Research Capital Corporation receives $8,640 and 24,000 non-transferable warrants. |
|
| Scharfe Holdings Inc. (Brad Scharfe) receives $6,864 and 19,066 non-transferable warrants. |
|
| Barnix Capital Corp. (Tracey Kidd) receives 180,000 shares and 180,000 non-transferable warrants. |
|
| Kristina Knopp receives $10,000. |
|
| Minergy Group LLC (Bill Wagner) receives 55,555 shares and 55,000 non-transferable warrants. |
|
| VSA Capital Limited (Nick Rhodes) receives $5,400 and 15,000 non-transferable warrants. |
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.]
________________________________________
TRANSEASTERN POWER TRUST ("TEP.UN") ("TEP.DB")
BULLETIN TYPE: New Listing-IPO-Trust Units, New listing- Debentures|
BULLETIN DATE: May 30, 2014
TSX Venture Tier 2 Company
The Trust's Initial Public Offering ('IPO') Prospectus dated March 31, 2014, had been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. Securities Commission on April 1, 2014, pursuant to the provisions of the Securities Act in the respective jurisdiction.
The gross proceeds received by the Company for the Offering were $22,808,800 (11,045,800 Trust Units at $1 per Trust Unit and $11,763,000 aggregate principal amount of 7.5% convertible unsecured subordinate debentures.
The Issuer is classified as a 'Hydro-Electric Power Generation" Issuer.
| Commence Date: |
At the opening on Monday, June 2, 2014, the Trust Units and the debentures will commence trading on TSX Venture Exchange. |
| Corporate Jurisdiction: |
Ontario |
| Capitalization: |
Unlimited number of Trust Units authorized |
| 11,045,800 Trust Units issued and outstanding |
|
| $11,763,000 7.5% convertible unsecured subordinate debentures are issued and outstanding |
|
| Transfer Agent: |
Equity Financial Trust Company |
| Trust Unit Trading Symbol: |
TEP.UN |
| Trust Unit CUSIP Number: |
89366 N 100 |
| Debentures Trading Symbol: |
TEP.DB |
| Debentures CUSIP Number: |
89366 NAA8 |
| Underwriters: |
Canaccord Genuity Corp. and GMP Securities L.P. |
| Underwriter's Commission: |
A cash commission equal to |
Details of the Debentures:
| Terms: |
Due on May 28, 2019 (the "Maturity Date"). |
| Redemption: |
The Debentures are not redeemable by the Trust before June 30, 2016. On or after June 30, 2016 and at any time prior to the Maturity Date, the Debentures may be redeemed at the option of the Trust, in whole or in part from time to time, on not more than 60 days and not less than 30 days prior notice at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest thereon up to (but excluding) the date set for redemption, provided that the Current Market Price is at least 125% of the Conversion Price. |
| Interest: |
7.5% per annum payable in equal instalments semi-annually in arrears on June 30 and December 31 each year, commencing June 30, 2014. The first interest payment will include only interest accrued from the Closing Date to, but excluding, June 30, 2014. |
| Unless otherwise specifically provided in the terms of the Debentures or any series of Debenturesinterest shall be computed on the basis of a 365-day year. Except in respect of the method for calculating the amount of interest to be paid on the Initial Debentures on the first Interest Payment Date, which shall be equal to $6.78 for each $1,000 principal amount of Initial Debentures, with respect to any Debentures or series of Debentures, whenever interest is computed on the basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. |
|
| Subordination: |
The payment of the principal and premium, if any, of and interest on, the Debentures will be subordinated in right of payment, as set forth in the Debenture Indenture, to the prior payment in full of all Senior Indebtedness of the Trust, if any. The Debentures will also be effectively subordinated to claims of creditors of the Trust's subsidiaries except to the extent the Trust is a creditor of such subsidiaries ranking at least pari passu with such other creditors. |
| Conversion: |
The Debentures are convertible into Units at any time prior to the close of business on the earlier of: (a) the business day immediately preceding the Maturity Date (b) if called for redemption, the business day immediately preceding the date specified by the Trust for redemption of the Debentures; and (c) if called for repurchase pursuant to a Change of Control, the business day immediately preceding the date specified by the Trust for repurchase of -the Debentures, based on an initial conversion rate of 800 Units per $1,000 principal amount of Debentures (equivalent to an initial Conversion Price of $1.25 per Unit), subject to the satisfaction of certain conditions. Holders converting their Debentures will receive all accrued and unpaid interest thereon to, but excluding, the date of conversion. |
| Clearing and Settlement: |
The Debentures will clear and settle through CDS and DTC. |
| Board Lot: |
The Debentures will trade in a board lot size of $1,000 face value. |
For further information, please refer to the Company's Prospectus dated March 31, 2014.
| Company Contact: |
J. Colter Eadie, CEO |
| Company Address: |
181 Bay Street, Suite 1800, Toronto, Ontario, Canada M5J 2T9 |
| Company Phone Number: |
647-987-7663 |
| Company Fax Number: |
416-863-1515 |
| Company Email Address: |
________________________________________
NEX COMPANIES:
NEW ERA MINERALS INC. ("NEM")
[formerly KCC Capital Corporation ("KIC.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: May 30, 2014
NEX Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Qualifying Transaction of New Era Minerals Inc. (formerly KCC Capital Corporation), (the "Company") or the "Resulting Issuer") described in its Filing Statement dated April 22, 2014 as amended and restated May 9, 2014. As a result, at the opening on Monday, June 2, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction ("QT") includes the following:
Acquisition:
The Company entered into a letter of intent (the "LOI") dated June 4, 2013, as amended to acquire all of the issued and outstanding shares of Haijin International Holdings Limited ("Haijin"). Immediately prior to completion of the QT, the Company entered into an Agreement to merge pursuant to which Haijin agreed to merge with a British Virgin Island subsidiary of the Company ("Subco") to continue as an amalgamated company (the "Amalgamation") and whereby the Company acquired all of the outstanding shares of Haijin, in exchange for Resulting Issuer common shares on a post-Consolidation basis of one Haijin common share (a "Haijin Share") for each Resulting Issuer common share.
Immediately prior to the Amalgamation, Haijin: (1) closed a private placement (the "Placement") which consisted of an offering of 4,146,000 Haijin Shares at a price of $0.50 per share for a total of $2,073,000; and (2) issued 3,450,000 Haijin Shaers (the "Advisor Shares") at a deemed price of $0.50 per share to Cinaport Inc. ("Cinaport") pursuant to an Advisory Agreement dated September 19, 2012 in connection with Cinaport's services in advising Haijin with respect to the QT.
As a result, the Company issued 76,596,000 common shares on a post-consolidation basis to Haijin shareholders in connection with the QT.
Haijin has a 95% interest in the Suyeke Nickel Deposits in Tuoli County, Xinjiang, China.
The Company is classified as an "Exploration and Mineral Development" company.
No insiders or members of the Pro Group participated in the Placement.
Name Change and Consolidation:
Prior to the closing of the QT, the Company consolidated its capital on an 8.41 old for (1) one new basis. The name of the Company has also been changed as follows.
Effective at the opening, Monday, June 2, 2014, the common shares of New Era Minerals Inc. will commence trading on TSX Venture Exchange, and the common shares of KCC Capital Corporation will be delisted.
| Post - Consolidation |
Unlimited shares with no par value of which |
| 77,619,146 shares are issued and outstanding |
|
| Escrow: |
139,791 shares are subject to a CPC Escrow Agreement |
| 61,333,333 shares are subject to a TSX Venture Exchange Surplus Escrow Agreement (the "Transaction Escrowed Securities") |
|
| 3,277,500 Advisor Shares are subject to restrictions in trade over the following three years that correspond with the same dates of release from escrow as the Transaction Escrowed Securities |
|
| Transfer Agent: |
Computershare Trust Company of Canada |
| Trading Symbol: |
NEM (new) |
| CUSIP Number: |
644299109 (new) |
Graduation from NEX to TSX Venture, Symbol Change:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Friday, May 30, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Effective at the opening, Monday, June 2, 2014, the trading symbol for the Company will change from KIC.H to NEM.
Resume Trading:
Trading in the shares of the Company will resume effective at the open, Monday, June 2, 2014.
| Company Contact: |
Avi Grewal |
| Company Address: |
c/o Cinaport Inc., Scotia Plaza |
| 2706 – 40 King Street West |
|
| Toronto, ON, M5H 3Y2 |
|
| Company Phone Number: |
(416) 213-8118, ext. 210 |
| Company Fax Number: |
(416) 213-8668 |
| Company Email Address: |
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SPHERE RESOURCES INC. ("SPH.H")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: May 30, 2014
NEX Company
Further to the TSX Venture Exchange Bulletin dated May 8, 2014, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated May 8, 2014 has been revoked.
Effective at the opening, Monday, June 2, 2014, trading will be reinstated in the securities of the Company (CUSIP 848419 10 7).
_______________________________________
SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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