TSX Venture Exchange Daily Bulletins
Sep 12, 2014, 20:32 ET
VANCOUVER, Sept. 12, 2014 /CNW/ -
TSX VENTURE COMPANIES:
COLUMBUS GOLD CORPORATION ("CGT")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Acknowledgement Agreement dated August 29, 2014 involving Columbus Gold Corporation (the "Agreement") in connection with the Paul Isnard Project as an amendment to the Acknowledgement and Guarantee Agreement originally signed on November 21, 2011. The obligation for the Company under the Agreement is cash payment of US$500,000 and share issuance of 368,602 shares.
________________________________________
DUSOLO FERTILIZERS INC. ("DSF")
BULLETIN TYPE: Halt
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Effective at 6:18 a.m., PST, September 12, 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.
________________________________________
DUSOLO FERTILIZERS INC. ("DSF")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Effective at 9:15 a.m., PST, September 12, 2014, shares of the Company resumed trading, an announcement having been made.
________________________________________
FIRST MEXICAN GOLD CORP. ("FMG")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,503,782 shares to settle outstanding debt for $357,745.83.
| Number of Creditors: |
9 Creditors |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| Kargi Consulting Corp. |
||||
| (James Voisin) |
Y |
$40,000 |
$0.065 |
615,385 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
FOLKSTONE CAPITAL CORP. ("FKS.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated August 11, 2014, effective at the open, Monday September 15, 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.
_______________________________________
GOLDEN PEAK MINERALS INC. ("GP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 12, 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 July 30, 2014:
| Number of Shares: |
1,235,998 shares |
|
| Purchase Price: |
$0.15 per share |
|
| Warrants: |
1,235,998 share purchase warrants to purchase 1,235,998 shares |
|
| Warrant Exercise Price: |
$0.20 for a two year period |
|
| Number of Placees: |
15 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Greg Olesen |
Y |
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.
________________________________________
KENNA RESOURCES CORP. ("KNA")
BULLETIN TYPE: Consolidation
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by directors of the Company on September 4, 2014, the Company has consolidated its capital on a ten (10) old for a one (1) new basis. The name of the Company has not been changed.
Effective at the opening, Monday, September 15, 2014, the shares of Kenna 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 |
|
| 841,698 |
shares are issued and outstanding |
||
| Escrow |
170,353 |
shares are subject to escrow |
|
| Transfer Agent: |
Equity Financial Trust Company |
||
| Trading Symbol: |
KNA |
(UNCHANGED) |
|
| CUSIP Number: |
48916P205 |
(new) |
|
________________________________________
LIQUID NUTRITION GROUP INC. ("LQD")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,000,000 common shares at a deemed issue price of $0.30 per share, to settle outstanding debts in the aggregate of $300,000.
Number of Creditors: 1 creditor
The Company issued a press release dated September 3, 2014 announcing the above transaction.
LIQUID NUTRITION INC. (« LQD »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 12 septembre 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 de 1 000 000 d'actions ordinaires au prix de 0,30 $ l'action en règlement d'une dette totalisant 300 000 $.
Nombre de créanciers : 1 créancier
La société a émis un communiqué de presse daté du 3 septembre 2014 annonçant le règlement de dette en actions.
___________________________________________
MARGAUX RESOURCES LTD. ("MRL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 26, 2014 and closed
| Number of Shares: |
1,590,000 shares issued on a flow-through basis ("FT Shares") |
|
| 365 convertible debenture units ("Units") |
||
| Each Unit consists of USD$1,000 par value convertible debenture and 2,000 share purchase warrants |
||
| Purchase Price: |
$0.50 per FT Share |
|
| $1,000 per Unit |
||
| Conversion Price: |
Convertible into common shares at a conversion price of $0.50 per Share |
|
| Maturity Date: |
5 years from date of issuance |
|
| Interest Rate: |
1% per annum payable annually |
|
| Warrants: |
730,000 share purchase warrants to purchase 730,000 shares |
|
| Warrant Exercise Price: |
$0.55 for up to 5 years from date of issuance |
|
| Number of Placees: |
12 placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| H. Tyler Rice |
Y |
100,000 FT Shares |
| James Alan Letwin |
Y |
100,000 FT Shares |
| Finder's Fee: |
$1,200 cash payable to Dundee Capital Markets |
________________________________________
NORTHERN FRONTIER CORP. ("FFF")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 12, 2014
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pursuant to a Share Purchase Agreement date May 20, 2014 (amended on June 27, 2014 and August 11, 2014) (the "Share Purchase Agreement") between the Company and Central Water & Equipment Services Ltd. ("Central Water") whereby the Company will acquire all of the issued and outstanding shares of Central Water. In consideration, the Company will make a cash payment of approximately $22,100,000 (with an additional $0.6 million in cash paid for current year growth capital expenditures) and issue 1,860,465 common share units ("Units") at a deemed price of $2.15 per Unit. Each Unit is comprised of one common share of the Company ("Shares") and one warrant ("Warrant"), with each Warrant exercisable for one Share at a price of $3.40 for up to 18 months from date of issuance.
Insider / Pro Group Participation: None
For further information, please refer to the Company's press releases dated May 21, 2014, June 23, 2014, August 11, 2014 and August 28, 2014
________________________________________
VATIC VENTURES CORP. ("VCV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 8, 2014:
| Number of Shares: |
500,000 shares |
| Purchase Price: |
$0.06 per share |
| Warrants: |
500,000 share purchase warrants to purchase 500,000 shares |
| Warrant Exercise Price: |
$0.10 for a three year period |
Each warrant has an acceleration clause such that if the Company's shares trade at a closing price of $0.25 per share or greater for a period of 10 consecutive trading days, the Company may accelerate the expiry date of the warrants by providing written notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is provided by the Company.
| Number of Placees: |
3 placees |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
||||
| Name |
ProGroup=P |
# of Shares |
||
| Aggregate Pro Group Involvement |
P |
300,000 |
||
| [2 placees] |
||||
| Finder's Fee: |
$1,200 payable to John Bevilacqua |
|||
| $1,800 and 30,000 warrants payable to Haywood 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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VOGOGO INC. ("VGO")
[formerly Southtech Capital Corporation ("STU.P")]
BULLETIN TYPE: Reinstated For Trading, Qualifying Transaction-Completed/New Symbol, CPC-Information Circular, Company Tier Reclassification, Name Change and Consolidation
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Reinstated For Trading
Further to TSX Venture Exchange Bulletin dated May 8, 2014, the Company has now completed its Qualifying Transaction, as set forth below.
Effective at the opening, Monday, September 15, 2014, trading will be reinstated in the securities of the Company (CUSIP 928583 10 3 ).
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated July 31, 2014. As a result, at the opening on September 15, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction involves the arm's length acquisition (the Acquisition) of all shares of Redfall Technologies Inc. (Redfall) for consideration of 27,024,681 common shares of the Company at $0.75 per share for aggregate deemed consideration of $20,268,511, exclusive of common shares issued in connection with the conjunctive Financings, as defined below.
The Acquisition was carried out pursuant to an amalgamation (the Amalgamation) of the Company and Redfall, whereby Southtech and Redfall amalgamated to form a new corporation (Amalco), which will carry on business under the name "Vogogo Inc." All of the issued and outstanding securities of Southtech (the Southtech Securities) were exchanged for corresponding securities of Amalco (the Amalco Securities) on a five-for-one basis, and all of the issued and outstanding securities of Redfall (the Redfall Securities) were exchanged on a one-for-one basis (the Exchange Ratio) for corresponding Amalco Securities, taking into account the effective Consolidation of the Company's securities, as defined below. The Amalgamation constitutes, in essence, an effective share consolidation of the Company (ratio: 5 for 1) (the Consolidation).
Redfall completed a concurrent non-brokered private placement and a brokered private placement (collectively, the Financings) for aggregate gross proceeds of about $8,500,000. The non-brokered private placement closed in respect of 6,666,666 subscription receipts, each at a price of $0.75 per subscription receipt, for gross proceeds of $5,000,000 and the concurrent brokered private placement closed for an aggregate of 4,666,667 subscription receipts issued at $0.75 per subscription receipt, for gross proceeds of $3,500,000. Each subscription receipt entitled the holder, without payment of additional consideration, to acquire one Class A share of Redfall (the Redfall Share), subject to satisfaction of certain conditions, which have been satisfied, such that Redfall Shares were exchanged pursuant to the Exchange Ratio, into common shares of Amalco.
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Robert Gordon |
Y |
5,166,668 |
| Rodney Thompson |
Y |
5,166,666 |
| Tony Lacavera |
Y |
288,462 |
The Exchange has been advised that the above transactions, approved by Shareholders on September 10, 2014, have been completed.
Further information on the above transactions is included in the Joint Management Information Circular of the Company and Redfall dated July 31, 2014, which can be found on SEDAR at www.sedar.com.
In addition, the Exchange has accepted for filing the following:
CPC-Information Circular
Effective July 31, 2014 TSX Venture Exchange has accepted for filing the Company's CPC Information Circular dated July 31, 2014, for the purpose of mailing to shareholders and filing on SEDAR.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective on Monday, September 15, 2014, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
Name Change and Consolidation
Pursuant to a resolution approving the Amalgamation passed by shareholders on September 10, 2014, the Company has effectively consolidated its capital on a five (5) old for one (1) new basis. The name of the Company has also been changed from Southtech Capital Corporation to Vogogo Inc.
Effective at the opening on Monday, September 15, 2014, the common shares of Vogogo Inc. will commence trading on TSX Venture Exchange, and the common shares of Southtech Capital Corporation will be delisted. The Company is classified as a 'other business support services' company.
| Post - Consolidation |
|||
| Capitalization: |
Unlimited |
common shares with no par value of which |
|
| 39,098,012 |
common shares are issued and outstanding |
||
| Escrow: |
12,688,462 |
total common shares are subject to escrow, with |
|
| 12,288,462 |
common shares subject to a Tier 1 Value Escrow Agreement; and |
||
| 400,000 |
common shares subject to a CPC Escrow Agreement |
||
| Transfer Agent: |
CST Trust Company |
||
| Trading Symbol: |
VGO (new) |
||
| CUSIP Number: |
928583 10 3 (new) |
||
| Company Contact: |
Robert Gordon, Chief Executive Officer |
||
| Company Address: |
400, 320-23 Ave. S.W. |
||
| Calgary, Alberta T2S 0J2 |
|||
| Company Phone Number: |
(403) 648-9292 |
||
| Company Fax Number: |
1-800-211-7593 |
||
| Company Email Address: |
support@vogogo.com |
||
________________________________
NEX COMPANY:
SARATOGA ELECTRONIC SOLUTIONS INC. ("SAR.H")
BULLETIN TYPE: Halt
BULLETIN DATE: September 12, 2014
NEX Company
Effective at 10:41 a.m., PST, September 12, 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.
________________________________________
SARATOGA ELECTRONIC SOLUTIONS INC. ("SAR.H")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: September 12, 2014
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated September 12, 2014, effective at 11:57 a.m.,
September 12, 2014, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the 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.
________________________________________
SOURCE: TSX Venture Exchange
For further information: Market Information Services at 1-888-873-8392, or email: information@venture.com
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