VANCOUVER, Nov. 1 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN TYPE: Notice to Issuers
BULLETIN DATE: November 1, 2010
Re: Amendments to Fees
The Exchange is implementing certain amendments to its schedule of fees which will come into effect on January 1, 2011. The changes relate to the Exchange's sustaining fees, minimum listing fees (payable for new listings, qualifying transactions, reverse takeover bids and changes in business) and maximum financing fees. All other fees remain unchanged. A copy of the revised schedule of fees is attached. The new schedule of fees will apply to submissions received after December 31, 2010. The current fee schedule will continue to apply to submissions received until that date.
If you have questions regarding these changes, please contact:
In British Columbia: Zafar Khan, Phone: 604-602-6982 Fax: 604-844-7502
In Alberta: Roy Homyshin, Phone: 403-218-2826, Fax: 403-234-4211
In Ontario: Tim Babcock, Phone: 416-365-2202, Fax: 416-365-2224
In Québec: Louis Doyle, Phone: 514-788-2407, Fax: 514-788-2407
TYPE DE BULLETIN : Avis aux émetteurs
DATE DU BULLETIN : Le 1er novembre 2010
Objet : Révision des droits
La Bourse apporte certaines modifications à son barème des droits qui prendront effet le 1er janvier 2011. Les révisions ont trait aux droits de maintien de l'inscription, aux droits minimums d'inscription (nouvelles inscriptions, opérations admissibles, prises de contrôle inversée et changement dans les activités) et aux droits maximums payables pour les financements privés et par prospectus. Tous les autres droits demeurent inchangé. Vous trouverez ci-joint un exemplaire du barème des droits révisé. Le nouveau barème des droits s'appliquera aux demandes reçues après le 31 décembre 2010. Le barème actuel continue de s'appliquer aux demandes reçues jusqu'au 31 décembre 2010.
Veuillez communiquer avec les personnes suivantes si vous avez des questions au sujet de ces modifications:
En Colombie Britannique : Zafar Khan, Téléphone : (604) 602-6982 Télécopieur : (604) 844-7502
En Alberta : Roy Homyshin, Téléphone : 403-218-2826, Télécopieur : 403-234-4211
En Ontario : Tim Babcock, Téléphone : 416-365-2202, Télécopieur : 416-365-2224
Au Québec : Louis Doyle, Téléphone : 514-788-2407, Fax: 514-788-2407
______________________________________
AFRICAN QUEEN MINES LTD. ("AQ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 1, 2010
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 October 18, 2010:
| Number of Shares: | 3,140,716 shares | |||||
| Purchase Price: | $0.65 per share | |||||
| Warrants: | 1,570,357 share purchase warrants to purchase 1,570,357 shares | |||||
| Warrant Exercise Price: | $0.85 for a two year period | |||||
| Number of Placees: | 30 placees | |||||
| Finders' Fees: |
SC Strategy Consult (Bjoern Paffrath) - $5,005.00 Gang Consulting (Gerry Gray) - $2,730.00 Haywood Securities Inc. - $29,870.75 H. Lee Dunston - $460.01 Raymond James - $32,760.00 Scott Young - $43,680.00 John Di Girolamo - $22,750.00 |
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.
______________________________________
BOWOOD ENERGY INC. ("BWD")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to the Lease Agreement (the "Agreement") between the Company and Kainaiwa Resources Inc. ("Kainaiwa") whereby the Company will acquire a five year term lease in 94.75 contiguous sections of lands located within the Blood Tribe First Nation Reserve in southern Alberta (the "Property"). Under the terms of the Agreement, the Company will pay an initial cash consideration of $14,128,000 and $121,280 on an annual basis for the next five years.
The Company has also agreed to allow the Blood Tribe or its nominee the option to elect to participate for a 20% working interest in any well on the Property in advance of the drilling of such well. If the Blood Tribe or it nominee elects not to participate in such well, the Blood Tribe or its nominee shall be entitled to a 20% working interest in such well once the Company has recovered 200% of the total capital cost associated with such well.
No Insider / Pro Group Participation.
This transaction was disclosed in the Company's press release dated October 25, 2010
______________________________________
CANADIAN OREBODIES INC. ("CO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,828,558 common shares at a deemed value of $0.09 per share to settle outstanding debt for $164,570.25.
| Number of Creditors: | 1 Creditor |
The Company shall issue a news release when the shares are issued and the debt extinguished.
______________________________________
CB GOLD INC. ("CBJ")
[formerly First Source Resources Inc. ("FSR")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered, Name Change and Consolidation
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing First Source Resources Inc.'s (the 'Company' or 'FSR') Reverse Takeover (the 'RTO') and related transactions, all as principally described in its information circular dated June 28, 2010 (the 'Information Circular'). The RTO includes the following matters, all of which have been accepted by the Exchange:
1. Reverse Takeover-Completed:
On October 28, 2010 FSR and CB Gold Inc. ('CB Gold') combined by way of amalgamation resulting in the RTO of FSR by CB Gold. The company resulting from the amalgamation will be called 'CB Gold Inc.' ('CBJ').
Amalgamation Ratios:
- The outstanding common shares of FSR will be exchanged for CBJ shares on an approximate 4 to 1 basis (actually 0.254512 CBJ common shares for each FSR common share currently held); and,
- The outstanding common shares of CB Gold will be exchanged for CBJ shares on a 1 to 1 basis.
Insider/Pro Group Participation: None. At the time the transaction was agreed to, FSR was at arm's length to CB Gold and CB Gold's shareholders.
The Exchange has been advised that the above transactions, approved by shareholders on July 30, 2010, have been completed.
For further information on the RTO please read the Information Circular available under CBJ's profile on SEDAR.
2. Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on October 22, 2010:
| Number of Shares: | 59,234,086 CBJ common shares | |
| Purchase Price: | $0.45 per share | |
| Warrants: | 29,617,043 share purchase warrants to purchase 29,617,043 shares | |
| Warrant Exercise Price: | $0.70 for a five year period ending on October 28, 2015 | |
| Number of Placees: | 136 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of CBJ Shares |
| Fabio Capponi | Y | 155,556 |
| Giles Baynham | Y | 222,222 |
| Agent's Fee: | $1,599,320.32 cash payable to BMO Nesbitt Burns 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.
The Exchange has been advised that the above transaction was completed on October 28, 2010.
3. Name Change and Consolidation:
Pursuant to a resolution passed by shareholders July 30, 2010, the Company has consolidated its capital on an approximate 4 old for 1 new basis (actually 0.254512 Resulting Issuer share for each FSR share currently held). The name of the Company has also been changed to "CB Gold Inc.".
Effective at the opening Tuesday, November 2, 2010, the common shares of CB Gold Inc. will commence trading on TSX Venture Exchange, and the common shares of First Source Resources Inc. will be delisted. CBJ is classified as a 'Mining' company.
| Post - Consolidation | ||
| Capitalization: Escrow: |
Unlimited 125,098,122 32,139,744 |
common shares with no par value of which common shares are issued and outstanding common shares are subject to 36 month staged release escrow |
| Transfer Agent: | Computershare Investor Services Inc. | |
| Trading Symbol: CUSIP Number: |
CBJ 12481A 10 0 |
(new) (new) |
| Company Contact: | Giles Baynham | |
| Company Address: | Suite 907, 1300 West Georgia Street | |
| Vancouver, BC V6E 2Y3 | ||
| Company Phone Number: | (604) 630-5870 | |
| Company Fax Number: | (604) 630-5871 | |
| Company Email Address: | gbaynham@cbgoldinc.com | |
______________________________________
CMC METALS LTD. ("CMB")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 24, 2010 and October 25, 2010:
| Number of Shares: | 1,868,000 shares | |
| Purchase Price: | $0.15 per share | |
| Warrants: | 1,868,000 share purchase warrants to purchase 1,868,000 shares | |
| Warrant Exercise Price: | $0.20 for a one year period | |
| Number of Placees: | 16 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Shares |
| Ivano Veschini | P | 100,000 |
| Finders' Fees: | $1,050 cash payable to Wolverton Securities Ltd. | |
| $787.50 cash payable to Macquarie Private Wealth Inc. | ||
| $4,716 cash payable to PI Financial Corp. | ||
| $1,050 cash payable to Haywood Securities Ltd. | ||
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.
______________________________________
MAGELLAN MINERALS LTD. ("MNM")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced October 6, 2010:
Number of Shares: 19,200,000 special warrants. The special warrants are exercisable, at no additional cost, into one common share of the Company. All special warrants that have not been exercised by the earlier of the fifth business day after the Qualification Date (date of receipt from the British Columbia Securities Commission for a final Prospectus) and four months and one day after the closing of the private placement will be deemed exercised. In addition, there exists a penalty provision which stipulates that if the Qualification Date does not occur within 30 days following the closing of the private placement, each unexercised special warrant will thereafter entitle the holder to receive, at no additional cost, 1.1 common shares of the Company.
| Purchase Price: | $1.20 per special warrant | |||||
| Number of Placees: | 33 placees | |||||
| Agents' Fees: |
$1,175,040 cash payable to Scotia Capital Inc. $138,240 cash payable to Mackie Research Capital Corporation. $69,120 cash payable to Toll Cross 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.
______________________________________
OUTLOOK RESOURCES INC. ("OLR")
BULLETIN TYPE: Halt
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
Effective at 8:20 a.m. PST, November 1, 2010, trading in the shares of the Company was halted at the request of the Company, pending an announcement; 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.
______________________________________
PARLAY ENTERTAINMENT INC. ("PEI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:
| Number of Shares: | 800,000 shares | ||||||||
| Purchase Price: | $0.40 per share | ||||||||
| Number of Placees: | 1 placee |
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).
______________________________________
PRIZE MINING CORPORATION ("PRZ")
BULLETIN TYPE: Consolidation
BULLETIN DATE: November 1, 2010
TSX Venture Tier 1 Company
Pursuant to a special resolution passed by shareholders on July 13, 2010, the Company has consolidated its capital on a 20 old for 1 new basis. The name of the Company has not been changed.
Effective at the opening Tuesday, November 2, 2010, shares of Prize Mining Corporation will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as an 'Exploration/Development' company.
| Post - Consolidation Capitalization: Escrow |
unlimited 4,032,950 Nil |
shares with no par value of which shares are issued and outstanding shares are subject to escrow |
| Transfer Agent: | Olympia Trust Company | |
| Trading Symbol: CUSIP Number: |
PRZ 74270U 20 0 |
(unchanged) (new) |
______________________________________
RING OF FIRE RESOURCES INC. ("ROF")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,136,002 shares at a deemed price of $0.10 per share to settle outstanding debt for $113,600.39.
| Number of Creditors: | 11 Creditors | |||
| Insider / Pro Group Participation: | ||||
| Creditor |
Insider=Y / Progroup=P |
Amount Owing |
Deemed Price per Share |
# of Shares |
| H. Vance White | Y | $9,999.00 | $0.10 | 99,990 |
| Walter Brooks | Y | $9,999.00 | $0.10 | 99,990 |
| GDC Management Services (Gaetan Chabot) |
Y | $5,999.40 | $0.10 | 59,994 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
______________________________________
SERICA ENERGY PLC ("SQZ")
BULLETIN TYPE: Graduation
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised that the Company's shares will be listed and commence trading on Toronto Stock Exchange at the opening on November 2, 2010, under the symbol "SQZ".
As a result of this Graduation, there will be no further trading under the symbol "SQZ" on TSX Venture Exchange after November 1, 2010, and its shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
______________________________________
SWIFT RESOURCES INC. ("SWR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation of an Option Agreement dated September 28, 2010 between the Company and Tom Elson Cherry and Bruce Doyle (the "Optionors") whereby the Company may acquire a 100% interest in six (6) mineral claims (known as the Klavance Property, the "Property") located near Castlegar, British Columbia.
The total consideration payable to the Optionors is $135,000 in cash payments and the issuance of 1,500,000 common shares of the Company payable in stages over a three year period.
The Property is, on commencement of commercial production, subject to an NSR royalty in favour of the Optionors.
______________________________________
TERRACO GOLD CORP. ("TEN")
BULLETIN TYPE: Halt
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
Effective at 5:58 a.m. PST, November 1, 2010, trading in the shares of the Company was halted at the request of the Company, pending an announcement; 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.
______________________________________
TERREX ENERGY INC. ("TER")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 21, 2010:
| Number of Shares: | 1,247,750 units ("Units") | |
| Each Unit consists of two common shares and one common share purchase warrant. | ||
| Purchase Price: | $0.40 per Unit | |
| Number of Placees: | 28 placees | |
| Insider / Pro Group Participation: | ||
| Insider=Y / | ||
| Name | ProGroup=P / | # of Units |
| James H. Tyndall | Y | 100,000 |
| Judith M. Romanchuk | P | 62,500 |
| Finder's Fee: | $8,500 cash payable to Raymond James Ltd. | |
| $3,750 cash payable to Leede Financial Markets Inc. | ||
______________________________________
THE FUTURA LOYALTY GROUP INC. ("FUT")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 700,000 bonus shares in consideration of a CDN$350,000 secured loan made to the Company.
| Insider(s) | Shares | ||||||||||
| David Beutel | 300,000 |
______________________________________
WESTERN STANDARD METALS LTD. ("WSM")
BULLETIN TYPE: Halt
BULLETIN DATE: November 1, 2010
TSX Venture Tier 2 Company
Effective at 5:58 a.m. PST, November 1, 2010, trading in the shares of the Company was halted at the request of the Company, pending an announcement; 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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NEX COMPANIES
MILLSTREET INDUSTRIES INC. ("MLI.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 1, 2010
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 29, 2010:
| Number of Shares: | 7,500,000 shares | ||
| Purchase Price: | $0.05 per share | ||
| Warrants: | 7,500,000 share purchase warrants to purchase 7,500,000 shares | ||
| Warrant Exercise Price: | $0.10 for a one year period | ||
| Number of Placees: | 3 placees | ||
| Insider / Pro Group Participation: | |||
| Insider=Y / | |||
| Name | ProGroup=P / | # of Shares | |
| Lionel Kambeitz | Y | 5,000,000 | |
| Jeffrey Allison | Y | 500,000 | |
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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X-TAL MINERALS CORP. ("XMT.H")
BULLETIN TYPE: Halt
BULLETIN DATE: November 1, 2010
NEX Company
Effective at 5:58 a.m. PST, November 1, 2010, trading in the shares of the Company was halted at the request of the Company, pending an announcement; 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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For further information:
Market Information Services at 1-888-873-8392, or email: [email protected]
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