TSX Venture Exchange Daily Bulletins

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TSX Venture Exchange

Dec 08, 2014, 17:06 ET

VANCOUVER, Dec. 8, 2014 /CNW/ -

TSX VENTURE COMPANIES:

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  December 5, 2014
TSX Venture Company

A Cease Trade Order has been issued by the Alberta Securities Commission on December 5, 2014 against the following company for failing to file the documents indicated within the required time period:

Symbol     

Tier      

Company                            

Failure to File                                            

Period




Ending




(Y/M/D)

FSI            

2

FSI Energy Group Inc.         

 Interim unaudited financial statements,       





 interim management's discussion and         



 analysis, and certification of interim            





 filings for the interim period ended             

14/09/30

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

______________________________________

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  December 8, 2014
TSX Venture Company

A Cease Trade Order has been issued by the Alberta Securities Commission on December 5, 2014 against the following company for failing to file the documents indicated within the required time period:

Symbol     

Tier     

Company                                 

Failure to File                                        

Period




Ending




(Y/M/D)

MES           

2

Marauder Resources East        

Interim financial statements, interim         


Coast Inc.                                 

management's discussion and               





analysis, and certification of                    



interim filings for the interim period         



ended                                                     

14/09/30

Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

______________________________________

ACKROO INC. ("AKR")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders November 19, 2014, the Company has consolidated its capital on a (10) ten old for (1) one new basis.  The name of the Company has not been changed.

Effective at the opening, Tuesday, December 9, 2014, the common shares of Ackroo Inc. will commence trading on TSX Venture Exchange on a consolidated basis.  The Company is classified as a 'Technology' company.

Post - Consolidation


Capitalization:                         

Unlimited

shares (and preferred shares) with no par value of which

6,891,972

shares are issued and outstanding

Escrow                                              

Nil

shares




Transfer Agent:                        

Computershare Trust Company of Canada

Trading Symbol:                       

AKR                

(UNCHANGED)

CUSIP Number:                         

00461T207    

(NEW)

________________________________________

CANADA STRATEGIC METALS INC. ("CJC")
BULLETIN TYPE:  Warrant Term Extension, Correction
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange bulletin dated September 5, 2014, the Bulletin Type should have read "Warrant Term Extension" and not "Private Placement-Bon-Brokered".  Furthermore, the first paragraph should have referred to an "extension of the expiry date" and not to an "amendment in the exercise price".

The rest of the details remain unchanged.

LES MÉTAUX STRATÉGIQUES DU CANADA INC. (« CJC »)
TYPE DE BULLETIN : Prolongation des bons de souscription, correction
DATE DU BULLETIN : Le 8 septembre 2014
Société du groupe 2 de TSX Croissance

Nous vous référons au bulletin de la Bourse de croissance TSX émis le 5 septembre 2014.  Le « Type de bulletin » aurait dû se lire « Prolongation des bons de souscription » et non « Placement privé sans l'intermédiaire d'un courtier».

Il n'y a pas d'autres changements au bulletin.

_______________________________________

CONTAGIOUS GAMING INC. ("CNS")
BULLETIN TYPE:  Halt
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Effective at 5:00 a.m., PST, December 8, 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.

________________________________________

CONTAGIOUS GAMING INC. ("CNS")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Effective at 5:00 a.m., PST, December 8, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

HIGHBANK RESOURCES LTD. ("HBK")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Effective at 10:00 a.m., PST, December 8, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

JET METAL CORP. ("JET")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,640,416 shares to settle outstanding debt for $246,062.40.

Number of Creditors:                           

2 Creditors







Insider / Pro Group Participation:




Insider=Y /   

           Amount

         Deemed Price


Creditor                                             

Progroup=P 

              Owing

                per Share

          # of Shares

MJM Consulting Corp.                         

Y                    

$91,875

$0.15

612,500

King & Bay West





Management Corp.                             

Y                   

$154,187.40

$0.15

1,027,916

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

________________________________________

MEDWELL CAPITAL CORP. ("MWC")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 1 Company

The Issuer has declared the following dividend:

Dividend per common Share:                                                    

2.25 common shares of Spectral Diagnostics Inc.

Payable Date:                                                                                      

January 2, 2015

Record Date:                                                                                       

December 15, 2014

Ex-Distribution Date:                                                                            

January 5, 2015

Due Bill Redemption Date:                                                                   

January 7, 2015

DUE BILL TRADING:

The Issuer has declared a special dividend of 2.25 shares of Spectral Diagnostics Inc. for each common share of the Issuer payable January 2, 2015.  The common shares will commence trading on a "due bills" basis on the Exchange effective from the opening on December 11, 2014 until the close of trading on the Payment date, January 2, 2015. Sellers of the common shares on the Exchange from December 11, 2014 to and including January 2, 2015 will not be entitled to the distribution and any distribution payment received in accounts will be withdrawn.  Holders, including buyers, on January 2, 2015 will be entitled to receive the distribution.  The common shares will commence trading on the Exchange on an ex-distribution basis effective from the opening of trading on January 5, 2015.  Also, note that for entitlement of the distribution, the last trading day to purchase common shares on the Exchange will be January 2, 2015.

US persons are not eligible for the distribution of Spectral shares and will be paid in cash.  For further information please see the Company's news release dated November 27, 2014.

________________________________________

NORONT RESOURCES LTD. ("NOT.WT")
BULLETIN TYPE:  Warrant Expiry-Delist
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 1 Company

Effective at the opening on December 11, 2014, the Share Purchase Warrants of the Company will trade with Special Settlement.  The Warrants expires on December 16, 2014 and will therefore be delisted at the close of business on Tuesday, December 16, 2014

TRADE DATES

December 11, 2014 - TO SETTLE – December 15, 2014
December 12, 2014 - TO SETTLE – December 15, 2014
December 15, 2014 - TO SETTLE – December 16, 2014
December 16, 2014 - TO SETTLE – December 16, 2014

The above is in compliance with Trading Rule C.2.18 – Expiry Date:
Trading in the warrants shall be for cash for the three trading days preceding the expiry date and also on expiry date.  On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter except with permission of the Exchange.

________________________________________

NORTHQUEST LTD. ("NQ")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 21, 2014:

Number of Shares:                                   

10,000,000 shares



Purchase Price:                                        

$0.12 per share



Number of Placees:                                  

4 Placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                       

ProGroup=P                                                       

# of Shares

Nord Gold N.V.                                         

Y                                                                              

3,075,000

Aggregate Pro-Group



Involvement [1 Placee]                             

P                                                                             

1,000,000



Finder's Fee:                                           

An aggregate of $58,170 in cash commission and 484,750 finders'



warrants payable to Altus Securities Inc., David Lewis, Miroslav Reba



and Ecoban Securities Corporation.  Each finder's warrant entitles the



holder to acquire one common share at $0.16 for a two year period.

For further details, please refer to the Company's news release dated November 26, 2014.

________________________________________

NORTHQUEST LTD. ("NQ")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Further to TSX Venture Exchange bulletin dated December 3, 2013, the Exchange has consented to a further extension to the expiry date of the following warrants:

Private Placement:


# of Warrants:                                                  

1,044,996

Original Expiry Date of Warrants:                      

December 22, 2012

New Expiry Date of Warrants:                            

December 22, 2015

Exercise Price of Warrants:                               

$1.00 per share

These warrants were issued pursuant to a private placement of 2,089,998 non flow-through common shares with 1,044,999 common share purchase warrants attached, which was accepted by the Exchange on January 4, 2011.

________________________________________

PETROMIN RESOURCES LTD. ("PTR")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 10, 2014:

Number of Shares:                   

1,275,000 shares


Purchase Price:                        

$0.03 per share


Warrants:                                  

1,275,000 share purchase warrants to purchase 1,275,000 shares


Warrant Exercise Price:             

$0.05 for a one year period



$0.10 in the second year


Number of Placees:                  

9 Placees


Finder's Fee:                            

$1,425 payable to Leede Financial Markets 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

________________________________________

PINECREST RESOURCES LTD. ("PCR")
BULLETIN TYPE:  Consolidation, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE:  December 2. 2014
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders August 15, 2014, the Company has consolidated its capital on a 4 (four) old for 1 (one) new basis.  The name of the Company has not been changed.

Effective at the opening onTuesday, December 9, 2014, the common shares of Pinecrest Resources Ltd. will commence trading on TSX Venture Exchange on a consolidated basis.  The Company is classified as a "Resource Exploration" company.

Post - Consolidation


Capitalization:                         

Unlimited

shares with no par value of which

5,750,000

shares are issued and outstanding

Escrow                                     

155,625

shares are subject to escrow




Transfer Agent:                        

Computershare Investor Services Inc.

Trading Symbol:                       

PCR                


(UNCHANGED)

CUSIP Number:                         

72303Q204     

(NEW)

Acquisition:

TSX Venture Exchange has accepted for filing an asset purchase agreement ("Asset Purchase Agreement") dated September 29, 2014 between Pinecrest Resources Ltd (the "Company") and Red Back Mining Ghana Limited ("Red Back Mining") whereby the Company has acquired a 49% interest in the Enchi Property, Ghana (the "Property") and a share purchase agreement ("Share Purchase Agreement") dated September 29, 2014 between the Company and Edgewater Exploration Ltd ("Edgewater Exploration") whereby the Company has acquired a 51% interest in the Property. The Property will be subject to a 10% carried interest by the Government of Ghana.

In order to acquire the 49% interest from Red Back Mining, the Company issued 10,200,000 shares and 5,000,000 warrants ("Warrant") to Red Back Mining. Each Warrant will entitle Red Back to purchase one common share in the Company for $0.30 for up to five years from the date of closing.

In order to acquire the 51% interest from Edgewater Exploration, the Company issued 20,938,887 shares.

Private Placement-Non-Brokered:

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 22, 2014, May 29, 2014, July 16, 2014 and December 5, 2014:

Number of Shares:                                        

18,000,000 post consolidation shares



Purchase Price:                                             

$0.20 per share on a post consolidation basis



Warrants:                                                      

18,000,000 share purchase warrants to purchase 18,000,000 

post consolidation shares



Warrant Exercise Price:                               

$0.30 for a two year period



Number of Placees:                                      

76 Placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                            

ProGroup=P                                  

# of Shares

Sandstorm Gold Ltd.                                     

Y                                                       

10,000,000

Quarry Capital Corp.



(Douglas Forster)                                         

Y                                                            

250,000

Edward Farrauto                                           

Y                                                             

75,000

Ryan King                                                     

Y                                                             

50,000

Blayne Johnson                                            

Y                                                            

250,000

SPI Spartan Investments Inc.



(George Salamis)                                         

Y                                                              

75,000

Aggregate Pro Group



Involvement [10 Placees]                             

P                                                         

1,324,500



Finder's Fee:                                               

Canaccord Genuity $29,016 cash and 145,080 broker warrants 

payable.

PI Financial Corp. $2,400 cash and 12,000 broker warrants payable.

Jordan Capital Markets Inc. $13,230 cash and 66,150 broker



warrants payable.

Leede Financial Markets Inc. $21,600 cash and 108,000 broker



warrants payable.

Haywood Securities Inc. $15,000 cash and 75,000 broker warrants



payable.

-Each broker warrant is exercisable into one common share at $0.20



until December 4, 2016.

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.]

Resume Trading

Effective at the open of trading, Tuesday, December 9, 2014, shares of the Company resumes trading, an announcement having been made.

For further information, please see the Company's news releases dated May 22, 2014, May 29, 2014, July 16, 2014, August 27, 2014, September 29, 2014, December 1, 2014 and December 5, 2014.

________________________________________

PORTOFINO RESOURCES INC ("POR")
BULLETIN TYPE:  New Listing-IPO-Shares, Resume Trading
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

Further to the bulletin dated December 4, 2014, effective at the opening, Tuesday, December 9, 2014, trading in the Common shares of the Company will resume.

________________________________________

SARAMA RESOURCES LTD. ("SWA")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange (the 'Exchange') has accepted for filing an earn-in agreement dated November 26, 2014 (the 'Agreement'), among Sarama Resources Ltd. (the 'Company') and Acacia Mining plc ('Acacia' – formerly African Barrick Gold plc).  Pursuant to the Agreement, the Company has granted Acacia the option to earn up to a 75% interest in Sarama's South Hounde Property (the 'Property').

The terms of the Agreement are as follows:

The Agreement is structured with an initial earn-in phase by Acacia, converting to a joint venture phase subject to Acacia meeting certain milestones and conditions.  Additional commercial terms, include the following:

  • If Acacia does not incur expenditure of at least US$3.5 million in the Year 1, the agreement will terminate and Sarama will retain a 100% interest in the Property.

  • If Acacia incurs expenditure of at least US$3.5 million in the Year 1, but does not incur expenditure of at least US$5 million by the end of Year 2, the agreement will terminate and Sarama will retain a 100% interest in the Property.

  • If Acacia incurs expenditure of at least US$3.5 million in Year 1, but only incurs a minimum aggregate expenditure of US$5 million by the end of Year 2, Acacia will earn a 25% interest in the Property, the earn-in phase will terminate and Sarama and Acacia will advance the Property under a joint venture arrangement with both parties funding the venture according to their proportionate interests. In that event, Sarama will have the right to acquire Acacia's interest in the Property by making a payment equivalent to 1.5 times Acacia's aggregate expenditure to the time of exercise of this right.

  • If Acacia earns a 50% interest in the Property, but does not incur expenditure of at least US$3.5 million in the ensuing 1-year period, Acacia will remain at a 50% interest in the Property, the earn-in phase will terminate and Sarama and Acacia will advance the Property under a joint venture arrangement with both parties funding the venture according to their proportionate interests.

  • If Acacia earns a 50% interest in the Property and incurs expenditure of at least US$3.5 million in the ensuing 1-year period, but does not incur aggregate expenditure of at least US$7 million in the 2-year period after acquiring the 50% interest, Acacia will remain at a 50% interest in the Property, the earn-in phase will terminate and Sarama and Acacia will advance the Property under a joint venture arrangement with both parties funding the venture according to their proportionate interests.

  • If Sarama and Acacia, whilst operating under a joint venture arrangement after Acacia has earned a 70% interest in the Property, are successful in declaring a mineral reserve of at least 1.6Moz gold in accordance with National Instrument 43-101, Acacia will acquire an additional 5% interest in the Property, upon payment to Sarama of an amount equal to 5% of the expenditure incurred by the parties from the time that Acacia earned its 70% interest in the Property to the declaration of the mineral reserve.

  • Any joint venture arrangement between Sarama and Acacia will contain usual dilution provisions. If while Sarama and Acacia are operating under a joint venture arrangement either party's interest is diluted to less than 10%, their interest will convert to a net smelter return royalty.

Insider / Pro Group Participation:  N/A

Please refer to the Company's news releases dated November 27, 2014 and December 5, 2014 for further information.

________________________________________

SONORO METALS CORP. ("SMO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 21, 2014 and November 25, 2014:

Number of Shares:                                        

2,865,000 non-flow through shares



Purchase Price:                                            

$0.105 per non-flow through share



Warrants:                                                     

2,865,000 share purchase warrants to purchase 2,865,000 shares



Warrant Exercise Price:                               

$0.15 for a one year period

$0.20 in the second year

$0.25 in the third year

The warrants are subject to an acceleration provision, if at any time



after four months and one day from the issue date, the common



shares of the Company close at a price at or above $0.40 per share



for more than 20 consecutive days.



Number of Placees:                                     

14 placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                          

ProGroup=P                                  

# of Shares

Gary Freeman                                             

Y                                                           

568,333

Aggregate Pro Group



Involvement [2 placees]                               

P                                                             

216,667

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.

________________________________________

SPHERE 3D CORPORATION ("ANY")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Delist
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to an Agreement and Plan of Merger (the "Agreement") made as of May 15, 2014, and further amended on October 13, 2014, between Sphere 3D Corporation (the "Company"), and Overland Storage, Inc. – a NASDAQ listed company ("Overland"), whereby the Company has acquired all of the issued and outstanding shares of Overland.

Under the terms of the Agreement, each issued and outstanding common share of Overland was exchanged for 0.46385 common shares of the Company resulting in the issuance of approximately 8,556,905 common shares.  As a result, Overland has now become a wholly-owned subsidiary of the combined company.

The combined company will continue to trade on the NASDAQ Global Market under the symbol ANY and will be delisted from TSX Venture Exchange at the close of business on Wednesday, December 10, 2014.

For further details, please refer to the Company's news release dated December 2, 2014.

__________________________________

TRAVERSE ENERGY LTD. ("TVL")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 8, 2014
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 25, 2014 and closed December 2, 2014:

Number of Shares:                              

1,300,000 common shares issued on a flow-through basis ("FT Shares")


Purchase Price:                                  

$1.15 per FT Share


Warrants:                                            

None


Number of Placees:                            

1 placee


Insider / Pro Group Participation:       

None


Finder's Fee:                                      

None

________________________________________

NEX COMPANIES:

INTERCAP ECOMMERCE INC. ("IEG.H")
BULLETIN TYPE:  Delist
BULLETIN DATE:  December 8, 2014
NEX Company

Effective at the close of business, Monday, December 8, 2014, the common shares of Intercap eCommerce Inc. will be delisted from TSX Venture Exchange at the request of the Company.

The Company will continue to trade on CSE.

________________________________________

RED STAR CAPITAL VENTURES INC. ("RSM.H")
BULLETIN TYPE:  Qualifying Transaction-Completed, Delist
BULLETIN DATE: December 8, 2014
NEX Company

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated October 23, 2014.  As a result the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

The Company has completed its Qualifying Transaction whereby it has agreed to purchase 3,400,000 units being offered under a private placement of Electra Gold Ltd ("Electra") at a price of $0.05 per Electra unit, for aggregate consideration of $170,000.  Each Electra unit consists of one common share and one share purchase warrant exercisable at a price of $0.10 per share for a period of two years from the date of issue.

Effective at the close of business, Monday, December 8, 2014, the common shares will be delisted from TSX Venture Exchange at the request of the Company, the Company having completed its distribution of the Electra units pro rata to its shareholders. Following delisting, the Company will be dissolved.

Majority of Minority approval was obtained at the Company's special meeting of shareholders held on November 28, 2014.

For further information please review the Company's Information Circular dated October 23, 2014 and news release dated November 28, 2014.

______________________________________

SPARTA CAPITAL LTD. ("SAY.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  December 8, 2014
NEX Company

Effective at 12:30 p.m., PST, December 8, 2014, shares of the Company resumed trading, an announcement having been made.

________________________________________

STRACHAN RESOURCES LTD. ("SCN.H")
BULLETIN TYPE:  Delist
BULLETIN DATE:  December 8, 2014
NEX Company

Effective at the close of business, Monday, December 8, 2014, the common shares will be delisted from TSX Venture Exchange at the request of the Company.

The Company will continue to trade on the Canadian Securities Exchange under the trading symbol J.

________________________________________

SOURCE: TSX Venture Exchange

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

Organization Profile

TSX Venture Exchange