VANCOUVER, Jan. 29, 2015 /CNW/ -
TSX VENTURE COMPANIES:
3TL TECHNOLOGIES CORP. ("TTM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
Effective at 6:30 A.M., PST, January 29, 2015, shares of the Company resumed trading, an announcement having been made.
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ANFIELD RESOURCES INC. ("ARY")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
Further to the bulletin dated January 27, 2015 that was issued with respect to the private placement of 3,263,500 units at a price of $0.20 per unit, TSX Venture Exchange has been advised that the exercise term has been revised from two years to $0.25 per share for a one year period.
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AZABACHE ENERGY INC. ("AZA")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue an aggregate of 9,460,000 bonus common share ("Shares") at a deemed price per Share of $0.05 to a lending group (collectively, the "Lenders"), composed of two arm's length lenders and four non-arm's length lenders, including Glenn Van Doorne, chairman of the Company, and Maryse Parent, in addition to Haworth Partners Inc. and Toll Cross Investments Inc., two companies controlled by Marc Bouchard, CFO of the Company. The Shares will be issued on a pro rata basis, at a rate of four Shares per dollar, in connection with the applicable loan agreements dated on December 31, 2014 and January 9, 2015, (the "Agreements") between the Company and the Lenders, whereby the Lenders will provide the Company with a term loan with an aggregate amount of a maximum principal amount of $2,365,000 (the "Loan") and will be issued at a 6.98% discount to face value, maturing on the date that is 18 months from the time of closing (the "Maturity Date") at an interest rate of 4% per annum, calculated and payable with the Loan at the Maturity Date.
Under terms of the Agreements, the Company may not draw down on the Loan until it has received the requisite approval of the government of the Province of Neuquen for an extension to its Covunco Norte-Sur Block permit. The Loan will be guaranteed by (i) Argenta Energia S.A. and (ii) Esquistos Del Sur S.A., each a wholly owned subsidiary of the Company.
| Shares |
|
| Glenn Van Doorne |
6,450,000 |
| Maryse Parent |
774,000 |
| Haworth Partners Inc. (Mark Bouchard) |
301,000 |
| Toll cross Investments Inc. (Mark Bouchard) |
430,000 |
For further information please refer to the Company's press release dated December 29, 2014 and January 16, 2015.
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BENTON CAPITAL CORP. ("BTC")
BULLETIN TYPE: Consolidation
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by shareholders July 8, 2014 and a resolution passed by directors June 6, 2014, the Company has consolidated its capital on a (2) two old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening on Friday, January 30, 2015, the common shares of Benton Capital 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 |
|
| 38,136,766 |
shares are issued and outstanding |
||
| Escrow |
Nil |
shares |
|
| Transfer Agent: |
Computershare Trust Company of Canada |
||
| Trading Symbol: |
BTC |
(UNCHANGED) |
|
| CUSIP Number: |
082769209 |
(NEW) |
|
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BOSS POWER CORP. ("BPU")
BULLETIN TYPE: Plan of Arrangement
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. has approved Boss Power Corp.'s ("Boss Power") plan of arrangement under under Section 291 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement was approved by a special resolution passed by the shareholders of Boss Power at a meeting held on January 19, 2015.
Under the Arrangement, which is fully described in Boss Power's Management Information Circular dated December 18, 2014, Boss Power completed a divisive reorganization involving, among other things, the exchange of Boss Power common shares held by certain Boss Power shareholders (such shareholders to include Mr. Beruschi, Magic Dragon Ventures Ltd. and Morning Star Resources Ltd. (the "Beruschi Parties")) for common shares ("Newco Shares") of Blizzard Finance Corp. ("Newco").
Upon completion of the Arrangement, (i) Newco will have, as its primary asset, cash in an amount equal to $0.320 per Boss Power common share held by the Electing Boss Shareholders (defined below), and (ii) Boss Power will have as its primary asset the balance of the net proceeds of the settlement of Boss Power Corp. v. Her Majesty the Queen in Right of British Columbia, BCSC Action No. S08726 (the "Blizzard Settlement") less the settlements paid to Anthem Resources Incorporated, Cazador Resources Ltd. and Adam Travis, as well as restructuring and legal expenses incurred. Following the Arrangement, Boss Power will have approximately $0.322 per share in working capital based on current estimates. Pursuant to the Arrangement, registered holders of Boss Power Common Shares may make an election as to whether such shareholder wishes to exchange such shareholder's Boss Power Common Shares, through a series of transactions as provided for by the Arrangement, for Newco Shares ("Electing Boss Shareholders"). Those shareholders of Boss Power who wish to remain a Boss Power Shareholder are not required to make an election.
As part of the Arrangement, Boss Power will assign to Newco potential causes of action against, and rights to claim compensation from Nathanson Schachter & Thompson LLP resulting from the inclusion of the mineral claims beneficially owned by Mr. Beruschi in the Blizzard Settlement. In addition, as part of the Arrangement, Newco will assume and acknowledge itself responsible for, and waive any defences for, any claims pertaining to the disputes between Boss Power and the Beruschi Parties, and the Beruschi Parties will provide Boss Power and each of its current and former directors with a covenant not to sue. Both Newco and the Beruschi Parties will also indemnify Boss Power and its current and former directors respecting any proceedings pertaining to the disputes between Boss Power and the Beruschi Parties. Boss Power will provide a reciprocal covenant not to sue the Beruschi Parties. Also, should Boss Power exercise its rights to claim compensation for loss or damages caused by the inclusion of the Blizzard Claims in the Blizzard Settlement from any other party, Boss Power will pay 50% of the net recovered to Newco. Finally, with respect to the 2,000,000 Boss Power Common Shares subject to arbitration between Boss Power and Magic Dragon Ventures Ltd., these shares will be surrendered and canceled immediately prior to the effective time of the Arrangement.
The Exchange has been advised that the Arrangement was made effective on January 23, 2015.
For further information see Boss Power Information Circular dated December 18, 2014 which is available under Boss Power's profile on SEDAR.
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CARDIOCOMM SOLUTIONS, INC. ("EKG")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 375,000 shares at a deemed price of $0.05, in consideration of certain services provided to the company pursuant to an agreement dated October 1, 2014.
The Company shall issue a news release when the shares are issued.
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ECO (ATLANTIC) OIL & GAS LTD. ("EOG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an Amalgamation Agreement (the "Agreement") dated December 19, 2014 between Pan African Oil Ltd. ("Pan African"), a TSX Venture listed company and Eco (Atlantic) Oil & Gas Ltd. (the "Company") and 1864361 Alberta Ltd., a wholly-owned subsidiary of the Company (the "Subco")
Pursuant to the Agreement, Pan African will amalgamate with Subco by way of a three-cornered amalgamation. Pan African shareholders will receive 0.323 of the Company's common shares for every one (1) Pan African common share held.
As a result of the transaction, the Company will issue an aggregate of 18,842,326 common shares, 2,971,154 warrants and 1,397,834 options.
For further details, please refer to the Pan African Management Information Circular dated December 19, 2014 and the Company's news release dated December 19, 2014.
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PEAK POSITIONING TECHNOLOGIES INC. ("PKK")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's documentation in connection with the issuance of 1,000,800 bonus shares, in connection with the issuance of a non-convertible debenture of $250,200 carrying an annual interest rate of 10%, having a maturity date in sixteen months and secured by the aggregate assets of the Company.
| Number of Placees: |
1 Placee |
For more information, please refer to the news releases of the Company dated September 3, 2014.
LES TECHNOLOGIES PEAK POSITIONING INC. (« PKK »)
TYPE DE BULLETIN : Émission d'actions en paiement de primes
DATE DU BULLETIN : Le 29 janvier 2015
Société du groupe 2 de TSX croissance
Bourse de croissance TSX a accepté le dépôt de documents par la société, relativement à l'émission d'un total de 1 000 800 actions ordinaires à titre de prime dans le cadre d'un financement de 250 200 $ sous forme d'une débenture non-convertibles, comportant un taux d'intérêt annuel de 10 %, échéant dans 16 mois et garantie par l'ensemble des actifs de la Compagnie.
| Nombre de souscripteurs : |
1 souscripteur |
Pour plus d'information, veuillez vous référer aux communiqués de presse de la société des 3 septembre 2014.
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SAN MARCO RESOURCES INC. ("SMN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 24, 2014, and December 18, 2014:
| Number of Shares: |
12,967,500 shares |
|
| Purchase Price: |
$0.05 per share |
|
| Warrants: |
12,967,500 share purchase warrants to purchase 12,967,500 shares |
|
| Warrant Exercise Price: |
$0.05 for a one year period |
|
| $0.10 in the second year |
||
| $0.15 in the third year |
||
| The warrants have an accelerated expiry provision such that the expiry date can be reduced to 20 trading days after notice, if the closing price of the common shares for 15 consecutive trading days after the expiry date of the four month restricted resale period equals or exceeds $0.20 in the first year, $0.25 in the second year, or $0.30 in the third year. |
||
| Number of Placees: |
43 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| R.S. (Tookie) Angus |
Y |
2,000,000 |
| Andrew B. Carstensen |
Y |
187,500 |
| Barbara Henderson |
Y |
100,000 |
| William H. Myckatyn |
Y |
200,000 |
| Robert D. Willis |
Y |
300,000 |
| Aggregate Pro Group |
||
| Involvement [13 Placees] |
P |
4,300,000 |
| Finder's Fee: |
Haywood Securities Inc. receives $20,825, 248,500 units with the same terms as the above private placement, and 950,000 non-transferable warrants with the same terms as the warrants 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.]
________________________________________
TARSIS RESOURCES LTD. ("TCC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 29, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation pertaining to a Letter of Agreement dated November 21, 2014 between Tarsis Resources Ltd.(the 'Company') and Sandstorm Gold Ltd., pursuant to which the Company may acquire a 100% interest in 8 property in the State of Nevada, USA. In consideration, the Company will issue 1,500,000 shares.
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NEX COMPANY:
CBD MED RESEARCH CORP. ("CBM.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 29, 2015
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to the first tranche of a Non-Brokered Private Placement announced November 14, 2014:
| Number of Shares: |
2,066,666 shares |
|
| Purchase Price: |
$0.06 per share |
|
| Warrants: |
2,066,666 share purchase warrants to purchase 2,066,666 shares |
|
| Warrant Exercise Price: |
$0.08 for a one year period |
|
| Number of Placees: |
11 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Dr. K. Sethu Raman |
Y |
500,000 |
| Gary F. Zak |
Y |
200,000 |
| Kenneth Phillippe |
Y |
250,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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