VANCOUVER, Jan. 8, 2015 /CNW/ -
TSX VENTURE COMPANIES:
APOGEE SILVER LTD. ("APE")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement"), dated November 3, 2014, between Apogee Silver Ltd. (the "Company") and Prophecy Coal Corp. – a TSX listed company ("Prophecy"), whereby the Company has agreed to sell to Prophecy its wholly-owned subsidiaries, Apogee Minerals Bolivia S.A., ASC Bolivia LDC and ASC Holdings Limited (collectively, the "Subsidiaries"), which hold a 100% interest in Pulacayo-Paca Silver Mining Project in Bolivia.
As consideration for the Subsidiaries, Prophecy has agreed to pay a cash fee of $250,000 and issue 60,000,000 common shares to the Company.
For further information, please refer to the Company's news releases dated November 4, 2014 and January 2, 2015.
________________________________________
ASTON BAY HOLDINGS LTD. ("BAY")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
The TSX Venture Exchange Inc. (the "Exchange") has accepted documentation in connection with an Earn-In Agreement (Joint Venture Agreement) between Aston Bay Holdings Ltd. ("Aston Bay") and Antofagasta Investment Company Limited ("Antofagasta") dated December 1, 2014 (and effective June 23, 2014) (the "Agreement") pursuant to which Antofagasta may earn up to a 70% interest in the Aston Bay Properties. The Aston Bay Properties include the Storm Copper Prospect located in Nunavut.
The key terms of the Agreement are as follows:
- In Phase I, Antofagasta may earn a 50.1% interest in the Aston Bay Properties by spending a minimum of US$10 million over a period of six years, which commenced June 23, 2014.
- In Phase II Antofagasta may earn an additional 19.9% interest in the Aston Bay Properties by spending an additional US$6 million over three years and by providing a National Instrument 43-101-compliant technical report demonstrating an Indicated Resource on a copper deposit of at least 15 million tonnes at 0.2% cut-off grade.
- Phase III will immediately follow Phase II and provides that Antofagasta will fund all expenditures, including a minimum of US$1 million per year, until two years have elapsed following the completion of a possible Feasibility Study.
- Phase IV will commence two years after the delivery of a possible Feasibility Study, and both Aston Bay and Antofagasta will pay their pro rata shares of expenditures, according to their respective interests in the Aston Bay Properties.
- If Antofagasta elects not to proceed during Phase II, Aston Bay may purchase a 0.2% Interest from Antofagasta (or such other percentage of an Interest from Antofagasta as would result in Aston Bay having a 50.1% Interest and Antofagasta having a 49.9% Interest) for US$100,000.
- If Antofagasta elects not to proceed during Phase III, Aston Bay can buy back Antofagasta's interest for 130% of expenditures that Antofagasta has funded to that point. Alternatively, Aston Bay can maintain its 30% interest and take control of the technical committee or board of the operating company by paying to Antofagasta US$1 million.
- If a party's interest is reduced to 10% or below as a result of dilution, such party's interest is converted to a 2% NSR. This NSR has a purchase right which the non-diluting party may exercise to purchase 50% of the NSR for US$3,000,000.
- Aston Bay also assigned its right to reduce the gross overriding royalty granted by it in favour of Commander Resources Ltd. (details of the gross overriding royalty are described in the press release of Aston Bay dated November 24, 2011 which describes Aston Bay's arrangements with Commander Resources Ltd.). Antofagasta is required in certain circumstances to re-assign this right back to Aston Bay.
The Exchange has been advised that Aston Bay has received shareholder approval of the Transaction.
Insider / Pro Group Participation: None
For further information please see the news releases dated June 18, 2014 and December 1, 2014 which are available under Aston Bay's profile on SEDAR.
________________________________________
BENZ CAPITAL CORP. ("BZ")
BULLETIN TYPE: Property-Asset or Share Acquisition Agreement
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the 'Exchange') has accepted for filing an option agreement between Benz Capital Corp. ("Benz") and Tusk Exploration Ltd. ("Tusk") dated May, 5, 2014, as amended (the "Option Agreement"). Under the Option Agreement Tusk has granted to Benz an option (the "Option") to acquire up to a 100% interest in the San Javier Copper Project located in Mexico.
Pursuant to the terms of the Option Agreement in order to exercise the Option Benz must pay $9,200,000 comprised of a cash payment of $4,700,000 (as to $200,000 on or before July 15, 2014 (paid) and $2,250,000 on or before each of January 2, 2018 and 2019) and the issuance of such number of Benz common shares (the "Consideration Shares") having a value equal to C$4.5 million at a deemed price per Consideration Share of $0.35 (being 8,571,428 Consideration Shares for $3,000,000) and for the balance of $1,500,000 at a deemed price per Consideration Share of $0.35 (being 4,285,714 Consideration Shares), on or before the date that is five business days following June 30, 2016; and to complete arms-length equity (or convertible debt) financings for a minimum of $2,000,000, on or before June 30, 2016.
The initial cash payment of $200,000 and the issuance of 8,571,428 Consideration Shares on or before the date that is five business days following December 31, 2014 will earn Benz a 30% interest in the San Javier Copper Project.
The issuance of Consideration Shares with a value of $1,500,000 will earn Benz an additional 15% interest in the San Javier Copper Project (for an aggregate 45% interest).
The cash payment of $2, 250,000 due on or before January 2, 2018 will earn Benz an additional 30% interest in the San Javier Copper Project (for an aggregate 75% interest), with the final payment of $2,250,000 due on or before January 2, 2019 earning an additional 25% interest for an aggregate 100% Interest in the San Javier Copper Project.
Upon issuance, the Consideration Shares will be subject to escrow in accordance with an Exchange Value Securities Escrow Agreement.
The Exchange has been advised that the Transaction was approved by the shareholders of Benz.
Insider / Pro Group Participation: None
For further information please refer to Benz's news releases dated May 6, 2014, May 22, 2014, June 23, 2014, November 4, 2014 and December 2, 2014 which are available under Alberta Star's profile on SEDAR.
________________________________________
FAIRMONT RESOURCES INC. ("FMR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 344,827 shares to settle a $50,000 option payment due under an option agreement to acquire a 100% interest, subject to a production royalty, in the Lac Bouchette Quartz Property.
| Number of Creditors: |
2 Creditors |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
GOLDEN DAWN MINERALS INC. ("GOM")
BULLETIN TYPE: Private Placement-Non-Brokered; Amendment
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated December 30, 2014, the Company advises that the following information is amended:
| Number of Shares: |
3,010,000 shares |
| Warrants: |
3,010,000 share purchase warrants to purchase 3,010,000 shares |
| Number of Placees: |
13 Placees |
| Finder's Fee: |
$500 payable to PI Financial Corp., with 20,000 warrants 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.
________________________________________
INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE: Private Placement-Non-Brokered; Amendment
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated January 2, 2015, the Company advises that the following information is amended:
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [1 Placee] |
P |
125,000 |
All other details remain unchanged.
________________________________________
MORIEN RESOURCES CORP. ("MOX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 12, 2014:
| Number of Shares: |
3,450,000 common shares |
| Purchase Price: |
$0.30 per share |
| Number of Placees: |
1 Placee |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
NORONT RESOURCES LTD. ("NOT")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 8, 2015
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,253,888 common shares to settle outstanding debt for CDN$348,330.
| Number of Creditors: |
1 Creditor |
|||
| Insider / Pro Group Participation: |
||||
| Insider=Y / |
Amount |
Deemed Price |
||
| Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
| Resource Capital Fund V L.P. |
Y |
$348,330 |
$0.2778 |
1,253,888 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
OPAWICA EXPLORATIONS INC. ("OPW")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 4, 2014 and November 13, 2014:
| Number of Shares: |
10,202,900 shares |
|
| Purchase Price: |
$0.01 per share |
|
| Number of Placees: |
6 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Fred Kiernicki |
Y |
1,270,900 |
| Paul F. Antoniazzi |
Y |
1,885,300 |
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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PERUVIAN PRECIOUS METALS CORP. ("PPX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 17, 2014:
| Number of Shares: |
2,223,626 shares |
| Purchase Price: |
$0.13 per share |
| Warrants: |
2,223,626 share purchase warrants to purchase 2,223,626 shares |
| Warrant Exercise Price: |
$0.18 for a two year period |
| Number of Placees: |
5 Placees |
| Finder's Fee: |
155,653 common shares and 155,653 finder's warrants, with the same terms as the financing warrants, is payable to Tomas Silva. |
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.
________________________________________
SKEENA RESOURCES LIMITED ("SKE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 8, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 29, 2014:
| Number of Shares: |
3,533,333 shares |
| Purchase Price: |
$0.15 per share |
| Number of Placees: |
2 Placees |
| Finder's Fee: |
Secutor Capital Management Corp. $39,999.95 cash payable. |
| Dundee Securities Ltd. $2,400 cash payable. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
________________________________________
VISCOUNT MINING CORP. ("VML")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: Jan. 08, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 24, 2014:
| Number of Shares: |
11,666,672 shares |
|
| Purchase Price: |
$0.15 per share |
|
| Warrants: |
11,666,672 share purchase warrants to purchase 11,666,672 shares |
|
| Warrant Initial Exercise Price: |
$0.25 |
|
| Warrant Term to Expiry: |
3 Years |
|
| Number of Placees: |
75 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
Pro-Group=P |
# of Shares |
| Kaare Foy |
Y |
700,000 |
| Derick Sinclair |
Y |
70,000 |
| Andrew Mcreath |
Y |
600,000 |
| WL Macdonald Law Corp. |
||
| William Macdonald |
Y |
146,667 |
| Aggregate Pro-Group |
||
| Involvement [4 Placees] |
P |
1,000,000 |
| Finder's Fee: |
|||||||
| Name |
Cash |
Shares |
Warrants |
Other |
|||
| Haywood Securities Inc. |
$73,356.00 |
489,040 |
|||||
| HBS Financial Planning Ltd. |
$6,624.00 |
||||||
| Fin-XO Securities Inc. |
$2,000.00 |
13,333 |
|||||
| PI Financial Corp. |
$3,600.00 |
24,000 |
|||||
| GMP Securities L.P. |
$600.40 |
4,003 |
|||||
| Finder Warrant Initial Exercise Price: |
$0.25 |
||||||
| Finder Warrant Term to Expiry: |
3 years from date of issue |
||||||
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.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
________________________________________
NEX COMPANIES:
MITEC TECHNOLOGIES INC. ("MTM.H")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: January 8, 2015
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Private Placement announced November 26, 2014:
| Convertible Debenture: |
$109,125 |
|
| Conversion Price: |
Convertible at $0.225 into units consisting of 485,000 common shares and 485,000 common share purchase warrants. |
|
| Maturity date: |
November 26, 2019 |
|
| Warrants |
Each warrant will have a term of one year from the date of issuance of the notes and entitle the holder to purchase one common share. The warrants are exercisable at the price of $0.225. |
|
| Interest rate: |
12% per annum |
|
| Number of Placees: |
1 Placee |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Abe Schwartz |
Y |
485,000 |
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.
________________________________________
SMC VENTURES INC. ("SMV.H")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: January 8, 2015
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated December 19, 2014, effective at 11:38 a.m., January 8, 2015, 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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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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