TSX Venture Exchange Daily Bulletins

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TSX Venture Exchange

Jul 23, 2014, 17:10 ET

VANCOUVER, July 23, 2014 /CNW/ -

TSX VENTURE COMPANIES:

ALIX RESOURCES CORP. ("AIX")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,400,000 shares at a deemed price of $0.05 per share to settle outstanding debt.

Number of Creditors:                 

1 Creditor


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

________________________________________

CANGOLD LIMITED ("CLD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 22, 2014 and June 5, 2014:

Number of Shares:                                         

8,500,000 shares



Purchase Price:                                             

$0.10 per share



Warrants:                                                       

4,250,000 share purchase warrants to purchase



4,250,000 shares



Warrant Exercise Price:                                  

$0.18 for a one year period



Number of Placees:                                        

58 placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                             

ProGroup=P                                      

# of Shares

6953212 Canada Limited



(Brian MacEachen)                                        

Y                                                                  

40,000

Robert Archer                                                

Y                                                                 

50,000

Platoro Resource Corp.



(Robert A. Archer)                                        

Y                                                               

500,000

Robert F. Brown                                            

Y                                                                

140,000

Kaare G. Foy                                                

Y                                                                 

210,235

Raakel Iskanius                                            

Y                                                                   

50,000

Ken Major                                                     

Y                                                                    

40,000

Wendy Ratcliffe                                            

Y                                                                    

30,000

Aggregate Pro Group



Involvement [5 placees]                               

P                                                               

1,400,000



Finders' Fees:                                             

$164.19 cash and 1,642 warrants payable to Michael Baybak

$7,800 cash and 78,000 warrants payable to Canaccord



Genuity Corp.

$18,180 cash and 181,800 warrants payable to Haywood



Securities Inc.

$840 cash and 8,400 warrants payable to Leede Financial



Markets Inc.

- Finder's fee warrants are exercisable at $0.18 per share



for one year.



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.

________________________________________

CANGOLD LIMITED ("CLD")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Exploration, Exploitation and Option Agreement (the "Agreement") dated April 14, 2014 (the "Execution Date") between Cangold Limited (the "Company"), through its wholly-owned Mexican subsidiary, Coboro Minerales de Mexico, S.A. de C.V. ("Coboro") and Minera Gold Stake, S.A. de C.V. ("MGS"), a wholly-owned Mexican subsidiary of Vista Gold Corp. ("Vista"). The Company, by exercising two separate options under the Agreement will hold a 100% interest in the Guadalupe de los Reyes Project (the "Property"), subject to underlying royalties previously granted to former owners of the concessions comprising the Property.

Consideration under the agreement is:

  • First Option: The Company, through Coboro, may exercise its first option to acquire a 70% interest (the "First Option") by making staged payments over a three year period in an aggregate amount of US$5,000,000 and maintaining the Property in good standing.
    • Under the terms of the Agreement, during the First Option period, the Company, through Coboro, will be entitled to extract, during any 12-month period and for the purpose of metallurgical testing, up to 100 tonnes of bulk sample.

  • Second Option: Upon exercise of the First Option, the Company, through Coboro, may exercise a second option to acquire an additional 30% interest for a total 100% interest (the "Second Option"), by making a positive production decision and a payment of US$3,000,000 plus an escalator payment based upon the then current price of gold and the number of National Instrument 43-101 compliant Measured and Indicated gold equivalent ounces in excess of those estimated in the Preliminary Economic Assessment carried out on the Property by Tetra Tech for Vista on March 4, 2013 (the "PEA").
    • In the event the Second Option is not exercised by the Company, through Coboro, in accordance with the terms of the Agreement, Vista, through MGS, will have the option to buy back the Company's initial 70% interest for US$5,000,000 plus an amount equal to the Escalator Payment (the "Buy-back Option").
    • In the event Vista, through MGS, does not exercise the Buy-back Option, the Company, through Coboro, will retain its initial 70% interest.

Further information on this transaction is available in the Company's news releases dated February 24, 2014, April 15, 2014, April 22, 2014, June 5, 2014, June 13, 2014 and July 23, 2014.

CASH 

                SHARES

               WORK EXPENDITURES

Vista Gold Corp.                          

$8,000,000

0

$0




________________________________________

CMQ RESOURCES INC. ("NV")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

Effective at 5:38 a.m., PST, July 23, 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.

________________________________________

DARWIN RESOURCES CORP. ("DAR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

Effective at 5:24 a.m., PST, July 23, 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.

________________________________________

DECLAN RESOURCES INC. ("LAN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 2, 2014:

Number of Shares:                                         

28,571,445 shares



Purchase Price:                                             

$0.07 per share



Warrants:                                                       

28,571,445 share purchase warrants to purchase



28,571,445 shares



Warrant Exercise Price:                                 

$0.11 for a two year period



Number of Placees:                                        

74 placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                             

ProGroup=P                                  

# of Shares

Galloway Financial Services Inc.



(Wayne Tisdale)                                            

Y                                                          

3,033,843

Caledonia Capital Corp.



(Wayne Tisdale)                                            

Y                                                          

2,142,857

Gordon King                                                  

Y                                                          

3,828,571

Aggregate Pro Group



Involvement [1 placee]                                   

P                                                              

71,429






Finder's Fee:                                                 

$30,000 and 428,573 warrants payable to LB Financial



Solutions (Leon van Dam)

$4,000 and 57,143 warrants payable to Robert Munro

$1,999.20 and 28,560 warrants payable to Palisade



Capital Corp.



$3,360 and 48,000 warrants payable to Canaccord



Capital Corp.

Each warrant is exercisable at a price of $0.11 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.

______________________________________

ENGAGEMENT LABS INC. ("EL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation relating to an arm's length share purchase agreement dated July 8, 2014, Engagement Labs Inc. (the "Company") will purchase all of the issued shares of Entrinsic Partners Inc., a digital media agency located in Toronto, Ontario, in consideration of $500,000 in cash and 1,919,000 common shares.

For further information, please refer to the Company's press release July 22, 2014.

LABORATOIRES ENGAGEMENT INC. (« EL »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actif ou d'actions
DATE DU BULLETIN : Le 23 juillet 2014
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de documents relativement à une convention d'achat d'actions datée du 8 juillet 2014 auprès de personnes sans lien de dépendance, en vertu de laquelle Laboratoires Engagement inc., une agence de média numérique basée à Toronto, Ontario, pour une considération totale de 500 000 $ en espèces et 1 919 000 actions ordinaires.

Pour de plus amples renseignements, veuillez vous référer au communiqué de presse de la société daté du 22 juillet 2014.

_________________________________

FIRST MOUNTAIN EXPLORATION LTD. ("FMX")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant to a Purchase and Sale Agreement dated May 29, 2014 (the "Agreement") between the Company and an arm's length oil and gas producing company (the "Purchaser"), whereby the Company will sell certain petroleum and natural gas rights, tangibles and miscellaneous interests in the Atlee Buffalo area of Alberta, consisting of four crown petroleum and natural gas leases each with a working interest of 85%, to the Purchaser. In consideration, the Purchaser will pay $510,000 in cash. 

For further information please refer to the Company's press releases dated June 26, 2014.

________________________________________

FORAN MINING CORPORATION ("FOM")
BULLETIN TYPE:  Regional Office Change
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and accepted the change of the Filing and Regional Office from Calgary, Alberta to Vancouver, BC.

________________________________________

GIYANI GOLD CORP. ("WDG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 23, 2014:

Number of Shares:                                         

2,000,000 shares



Purchase Price:                                             

$0.30 per share



Warrants:                                                       

2,000,000 share purchase warrants to purchase



2,000,000 shares



Warrant Exercise Price:                                   

$0.45 for a two year period. If the volume weighted average



trading price is at $0.55 or higher for 20 consecutive trading



days at any time after four months and one day after closing



the Company may, upon giving notice to the warrantholder,



shorten the expiry date of the warrants to 30 days from the



date of notice.



Number of Placees:                                         

16 placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                              

ProGroup=P                                   

# of Shares

Aggregate Pro Group Involvement



[1 placee]                                                        

P                                                             

100,000



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.

________________________________________

GOLD RESERVE INC. ("GRZ")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

Effective at 12:06 p.m., PST, July 23, 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.

________________________________________

GTO RESOURCES INC. ("GTR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

Effective at 11:55 a.m. PST, July 23, 2014, trading in the shares of the Company was halted pending review of Compliance with Exchange Requirements.  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.

________________________________________

KLONDIKE GOLD CORP. ("KG")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation supporting Klondike Gold Corp. (the "Company") acquisition of 68,653,460 shares in Klondike Star Mineral Corporation ("Klondike Star"). A total of 49,173,816 Klondike Star shares were validly tendered and taken up as of July 18, 2014 pursuant to the offer (the "Offer") to acquire all of the issued and outstanding common shares (the "Klondike Star Shares") of Klondike Star, representing 71.6% of the total shares of Klondike Star.

The Offer has now formally expired and will not be extended. Pursuant to the Offer, holders of Klondike Star Shares will receive 0.25 of one common share of the Company (each a "Klondike Gold Share") for each Klondike Star Share tendered, totaling 12,293,454 Klondike Gold Shares.

The Company also acquired US$1,077,894 in debt and loans owed by Klondike Star for the issuance of an aggregate of 21,557,880 share purchase warrants of the Company (the "Loan Warrants"). Each Loan Warrant will be exercisable into a common share of the Company at $0.10 per share to January 18, 2017.

The Company will use the amalgamation / merger provisions under Delaware law to acquire the remaining 29% of the outstanding shares of Klondike Star.  A total of 17,163,365 Klondike Gold Shares will have been issued when all shares of Klondike Star are acquired.

For further information please see the Company's news release dated July 18, 2014.

________________________________________

PEAK POSITIONING TECHNOLOGIES INC. ("PKK")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,517,120 common shares at a deemed issue price of $0.05 per share to settle an aggregate of $125,856 of outstanding notes and expenses payable.

Number of Creditors:                      

2 creditors


The Company will issue a press release when the shares have been issued and the debt has been settled.

LES TECHNOLOGIES PEAK POSITIONING INC. (« PKK »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 23 juillet 2014
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX a accepté le dépôt de la documentation relativement à l'émission proposée de 2 517 120 actions ordinaires au prix réputé de 0,05 $ par action en règlement d'un total de 125 856 $ d'effets à payer et de comptes fournisseurs.

Nombre de créanciers :             

2 créanciers


La société émettra un communiqué de presse quand les actions seront émises et la dette éteinte.

___________________________________

PETRO-VICTORY ENERGY CORP. ("VRY")
BULLETIN TYPE:  New Listing-IPO-Shares
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

The Company's Initial Public Offering ("IPO") Prospectus dated July 11, 2014, has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta Securities Commission on July 11, 2014, pursuant to the provisions of the Alberta Securities Act.  The receipt also evidences that the Ontario Securities Commission has issued a receipt for the Prospectus.

The Prospectus was filed under Multilateral Instrument 11-102 Passport System in British Columbia, 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 $25,000,000 (62,500,000 units ("Unit") at $0.40 per Unit).  Each Unit consists of one Class A common share and one-half of one warrant ("Warrant").  Each Warrant entitles the holder to purchase one Class A common share at $0.50 per share for a period of two years from closing.  The Company is classified as an 'Oil and Gas' company.

Commence Date:                                  

At the opening on Thursday, July 24, 2014, the common


shares will commence trading on TSX Venture Exchange. 




Corporate Jurisdiction:                             

Alberta



Capitalization:                                       

Unlimited

common shares with no par value of which

171,965,000

common shares are issued and outstanding

Escrowed Shares:                             

11,200,000

common shares subject to a 36 month release



period pursuant to Exchange Policy 5.4.

61,598,333

common shares subject to a 36 month release



period pursuant to NP 46-201 Escrow for Initial



Public Offerings.

50,535,000

restricted voting shares subject to a 36 month



release period pursuant to NP 46-201 Escrow



for Initial Public Offerings.



Transfer Agent:                                                   

Equity Financial Trust Company

Trading Symbol:                                                  

VRY

CUSIP Number:                                                   

G7041T 10 5



For further information, please refer to the Company's Prospectus dated July 11, 2014.



Company Contact:                                              

Mark Bronson

Company Address:                                             

c/o Codan Trust Company (B.V.I.) Ltd., P.O. Box 3140,

Commerce House, Wickhams Cay 1, Road Town,

Tortola, VG 1110

Company Phone Number:                                    

817-838-4744

Company Fax Number:                                        

817-838-1822

Company Email Address:                                    

[email protected]


________________________________________

PINESTAR GOLD INC. ("PNS")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 500,000 shares to settle outstanding debt of $25,000.

Number of Creditors:                                 

1 Creditor







Insider / Pro Group Participation:









Insider=Y /    

         Amount

          Deemed Price

Creditor                                                  

Progroup=P  

            Owing

                 per Share

             # of Shares

Jeremy Ford                                             

Y                    

$25,000

                        $.0.05

500,000





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

________________________________________

PURE ENERGY MINERALS LIMITED ("PE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 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 21, 2014:

Number of Shares:                                         

3,160,000 shares



Purchase Price:                                             

$0.10 per share



Warrants:                                                       

3,160,000 share purchase warrants to purchase 3,160,000 shares



Warrant Exercise Price:                                  

$0.15 for a three year period. If the volume weighted average



trading price is at $0.35 or higher for 21 consecutive trading



days at any time after four months and one day after closing



the Company may, upon giving notice to the warrantholder,



shorten the expiry date of the warrants to 30 days from the



date of notice.



Number of Placees:                                        

20 placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                             

ProGroup=P                                 

# of Shares

Aggregate Pro Group



Involvement [2 placees]                                  

P                                                        

1,100,000



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.

________________________________________

PURE ENERGY MINERALS LIMITED ("PE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second tranche of a Non-Brokered Private Placement announced May 21, 2014:

Number of Shares:                                         

3,118,200 shares



Purchase Price:                                             

$0.10 per share



Warrants:                                                      

3,118,000 share purchase warrants to purchase 3,118,000 shares



Warrant Exercise Price:                                  

$0.15 for a three year period. If the volume weighted average



trading price is at $0.35 or higher for 21 consecutive trading



days at any time after four months and one day after closing



the Company may, upon giving notice to the warrant holder,



shorten the expiry date of the warrants to 30 days from the



date of notice.



Number of Placees:                                        

7 placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                             

ProGroup=P                                  

# of Shares

Jeremy Poirier                                             

Y                                                              

30,000



Finders' Fee:                                                 

$2,233.70 plus 22,337 Finders' Warrants at $0.15 per share



for three years is payable to Canaccord Genuity Corp.




$1,015 plus 10,150 Finders' Warrants at $0.15 per share



for three years is payable to Leede Financial markets Inc.




$4,650 is payable to Jordan Capital





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.

________________________________________

TERRACE ENERGY CORP. ("TZR")
BULLETIN TYPE:  Prospectus-Share Offering
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

The Company's Short Form Prospectus dated July 17, 2014 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia and Ontario Securities Commissions pursuant to the British Columbia and Alberta Securities Acts.

The prospectus was filed under Multilateral Instrument 11-102 Passport System in Alberta.  A receipt for the Prospectus is deemed to be issued by the regulator in this jurisdiction, if the conditions of the instrument have been satisfied.

The Exchange has now been advised that the Offering closed on July 23, 2014.

TSX Venture Exchange has been advised that closing occurred on July 23, 2014, for gross proceeds of $20,017,000.

Underwriters:                                  

Canaccord Genuity Corp., Cormark Securities Inc., GMP Securities L.P., and Salman Partners Inc.


Offering:                                         

10,820,000 shares.


Share Price:                                   

$1.85 per share.


Underwriters' Fee:                         

The Underwriters received a cash commission equal to 6.5% of the gross proceeds of the offering.


Over-Allotment Option:                  

The Underwriters may over-allot the shares in connection with this offering and the Company has granted to the Underwriters, an option to purchase up to 1,623,000 additional shares of the offering, at $1.85 per share up to the close of business 30 days after closing of the offering.


________________________________________

TINKA RESOURCES LIMITED ("TK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 23, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche of a Non-Brokered Private Placement announced April 17, 2014, May 1, 2014 and July 17, 2014:

Number of Shares:                                         

27,016,309 shares



Purchase Price:                                             

$0.275 per share



Warrants:                                                      

13,508,154 share purchase warrants to purchase



13,508,154 shares



Warrant Exercise Price:                                 

$0.365 for a two year period



Number of Placees:                                        

39 placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                             

ProGroup=P                                  

# of Shares

Carman Family Super Fund



(Graham Carman)                                         

Y                                                               

72,800

Sentient Executive GP IV Limited                   

Y                                                        

19,512,727



Finder's Fee:                                                 

91,000 units issuable to Morgans Wealthplus (Kylie Jane



MacDonald), each unit consisting of one common share



and one half of one warrant, each whole warrant exercisable



on the same terms as above.



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.

________________________________________

SOURCE: TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]

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