TSX Venture Exchange Daily Bulletins

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TSX Venture Exchange

Jan 04, 2016, 17:01 ET

VANCOUVER, Jan. 4, 2016 /CNW/ -

TSX VENTURE COMPANIES
DELIVRA CORP. ("DVA")
[formerly Whiteknight Acquisitions III Inc. ("WKA.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Amalgamation, Private Placement- Non Brokered, Resume Trading, New Symbol, Name Change and Consolidation, Company Tier Reclassification
BULLETIN DATE: January 4, 2016
TSX Venture Tier 1 Company

Qualifying Transaction-Completed

TSX Venture Exchange (the "Exchange") has accepted for filing Whiteknight Acquisitions III Inc.'s (the "Company") Qualifying Transaction described in its Filing Statement dated November 27, 2015. As a result, at the opening on Tuesday, January 5, 2016, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:

The Company acquired all the issued and outstanding shares of Delivra Inc. ("Delivra") by way of a three cornered amalgamation (the "Amalgamation"), including those issued pursuant to the financings, and issued 36,105,225 Common Shares to the shareholders of Delivra. Prior to the Amalgamation, the Company consolidated all of its issued and outstanding common shares on a 3.75 old for 1 new basis and changed its name to "Delivra Corp."  Under the Amalgamation, all shareholders of Delivra exchanged their common shares of Delivra to the Company in return for post-consolidated common shares of the Company on a 1 for 1 basis and the convertible securities of Delivra remained convertible under their terms for like securities of the Company in lieu of Delivra securities, also on a 1 for 1 basis.  As a result of the Transaction, Delivra has become a wholly-owned subsidiary of the Company.

As a result of the Amalgamation, a total of 8,677,984 resulting issuer common shares, 2,539,000 resulting issuer warrants, and 2,490,000 resulting issuer options, are escrowed pursuant to an Exchange Tier 1 Surplus escrow and an additional 10,205,099 resulting issuer common shares are subject to Exchange Tier 1 Value escrow or equivalent seed share resale restriction legends. 

The resulting issuer is classified as a "Pharmaceutical and Medicine Manufacturing" issuer (NAICS Number: 3254).

For further information, please refer to the Company's Filing Statement dated November 27, 2015 available on SEDAR.

Resume Trading:

Further to TSX Venture Exchange's Bulletin dated August 31, 2015, trading in the securities of the Resulting Issuer will resume at the opening on Tuesday, January 5, 2016.

Effective at the opening on Tuesday, January 5, 2016, the trading symbol for the Company will change from "WKA.P" to "DVA".

Private Placement – Non Brokered

TSX Venture Exchange has accepted for filing documentation with respect to a Non-brokered Private Placement announced on September 1, 2015 and November 6, 2015.  The financing included shares of Delivra at $0.75 per share. Each share is exchangeable for post consolidated shares of the Company on a 1 for 1 basis. 

Number of Shares:                                     

3,009,685 post-consolidated shares



Purchase Price:                                          

$0.75 per post-consolidated share



Number of Placees:                                    

50 Placees




Insider=Y /


Name                                                         

ProGroup=P                                                                           

# of Shares

Paul G. Smith                                             

Y                                                                                                       

67,000

Jeff Hull                                                      

Y                                                                                                       

66,700

Aggregate Pro Group



Involvement [6 Placees]                             

P                                                                                                    

206,660



Finder's Fee:                                              

A cash commission of $78,689.55 and broker warrants exercisable for



131,148 post-consolidated Common Shares of the Company at an



exercise price of $0.75 per Common Shares of the Company exercisable



for a period of eighteen (18) months from the closing of the Private



Placement, payable to certain finders of subscribers in the Private Placement.

Name Change and Consolidation

At the annual meeting of shareholders on November 6, 2015, shareholders approved special resolutions approving the Company's capital consolidation on a 3.75 old share for 1 new share basis and to change the name of the Company to "Delivra Corp." or such other name as the Board of the Company may deem appropriate. Pursuant to the Qualifying Transaction, the name of the Company has also been changed from Whiteknight Acquisitions III Inc. to Delivra Corp.

Effective at the opening on Tuesday, January 5, 2016, the shares of Delivra Corp. will commence trading on the Exchange and the Shares of Whiteknight Acquisitions III Inc. will be delisted.

Company Tier Reclassification

In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective on Tuesday, January 5, 2016, the Company's Tier classification will change from Tier 2 to:

Classification: Tier 1






Capitalization:                                        

Unlimited

number of shares with no par value of which

37,476,023

shares are issued and outstanding




Escrow:                                              

18,883,083

shares

2,539,000

warrants

2,490,000

options




Transfer Agent:                                    

TMX Equity (Toronto office)

Trading Symbol:                                   

DVA             


(NEW)

CUSIP Number:                                    

24701U105  


(NEW)




Issuer Contact:                                     

Chris Schnarr, President and Chief Financial Officer

Issuer Address:                                    

1327 Heine Court, Burlington, Ontario, L7L 6A7

Issuer Phone Number:                          

(905) 639-7878

Issuer email:                                         

[email protected]

________________________________________

DESERT STAR RESOURCES LTD. ("DSR")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:

Private Placement:

# of Warrants:                                                    

8,208,333

Original Expiry Date of Warrants:                        

February 25, 2016

New Expiry Date of Warrants:                              

February 25, 2017

Exercise Price of Warrants:                                 

$0.15

These warrants were issued pursuant to a private placement of 8,333,333 shares with 8,333,333 share purchase warrants attached, which was accepted for filing by the Exchange effective February 20, 2013.

________________________________________

DYNACERT INC. ("DYA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 2, 2015:

Number of Shares:                                        

15,491,049 shares



Purchase Price:                                             

$0.10 per share



Warrants:                                                      

7,745,525 share purchase warrants to purchase 7,745,525 shares



Warrant Initial Exercise Price:                        

$0.15



Warrant Term to Expiry:                                 

2 Years



Number of Placees:                                       

33 Placees



Insider / Pro Group Participation:


Insider=Y /

Name                                                             

Pro-Group=P                                                                                              

# of Shares

Ronald Perry                                                  

Y                                                                                                                         

188,260

Richard Lu                                                      

Y                                                                                                                        

136,500

Robert Maier                                                   

Y                                                                                                                         

67,546

Elliot Strashin                                                  

Y                                                                                                                       

115,793

Wayne Hoffman                                              

Y                                                                                                                        

404,300



Finder's Fee:

Onkar Publishing Inc                                      

$8,000.00 cash 


Pawanjeet Garewal                                       

$71,640.00 cash                       


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.

________________________________________

GREAT LAKES GRAPHITE INC. ("GLK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 22, 2015:

Number of Shares:                         

3,253,570 shares



Purchase Price:                              

$0.07 per share


Warrants:                                       

3,253,570 share purchase warrants to purchase 3,253,570 shares


Warrant Exercise Price:                   

$0.10 until December 30, 2017


Number of Placees:                         

5 Placees


Finder's Fee:                                  

An aggregate of $18,220 in cash and 260,826 finders' warrants payable to Foster & Associates and Robert Smith.  Each finder's warrant entitles the holder to acquire one share at $0.10 for a two year period.

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.

For further details please refer to the Company's news release dated December 31, 2015.

________________________________________

IDM MINING LTD. ("IDM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 9, 2015:

Number of Shares:                                        

9,989,800 flow through shares and 5,362,333 non-flow through shares



Purchase Price:                                             

$0.11 per flow through share and $0.09 per non-flow through share



Warrants:                                                      

7,676,067 share purchase warrants to purchase 7,676,067 shares



Warrant Exercise Price:                                 

$0.14 for a two year period



Number of Placees:                                        

13 Placees



Insider / Pro Group Participation:


Insider=Y /


Name                                                              

ProGroup=P                                                                                                     

# of Shares

Delbrook Capital Advisors Inc.                         

Y                                                                                                                      

4,500,000FT

Oban Mining Corporation                                

Y                                                                                              

1,333,333NFT, 1,500,000 FT

Highland Capital Advisors Inc.



(Andrew Farncomb)                                        

Y                                                                                                                         

56,000NFT



Finder's Fee:                                                  

$5,919 payable to Medalist Capital Ltd., with 53,808 warrants attached



exercisable at $0.10 for one year

$4,158 payable to Foster & Associates Financial Services Inc., with



37,800 warrants attached exercisable at $0.10 for one year

$3,056 payable to Wolverton Securities Ltd., with 27,270 warrants attached



exercisable at $0.10 for one year

$35,352 payable to M Partners Inc., with 433,551 warrants attached



exercisable at $0.10 for one year

The Company issued a news release on December 30, 2015 confirming closing of the private placement.  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.

________________________________________

LATTICE BIOLOGICS LTD. ("LBL")
BULLETIN TYPE: Change of Business - Correction
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 1 Company

Further to the TSX Venture Exchange Bulletin dated December 31, 2016, the following details are corrected:

Capitalization:                                     

Unlimited

shares with no par value of which

17,047,335

post-consolidation shares are issued and outstanding

Escrowed:                                         

7,737,187

post-consolidation shares are subject to an 18 month



Tier 1 Surplus Securities Escrow Agreement and



944,739 are subject to a Tier 1 Value Securities



Escrow Agreement

All other details in the bulletin remain unchanged. 

________________________________________

MAPLE LEAF ROYALTIES CORP. ("MPL")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per Common Share:                           

$0.002

Payable Date:                                                  

January 21, 2016

Record Date:                                                   

January 13, 2016

Ex-dividend Date:                                            

January 11, 2016

________________________________________

NEVADA EXPLORATION INC. ("NGE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 29, 2015:

Number of Shares:                                        

1,323,000 shares



Purchase Price:                                             

$0.275 per share



Warrants:                                                      

661,500 share purchase warrants to purchase 661,500 shares



Warrant Exercise Price:                                  

$0.50 for a two year period, with an acceleration clause.



Number of Placees:                                        

13 Placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                              

ProGroup=P                                                                               

# of Shares

Cyrus Driver                                                    

Y                                                                                                          

50,000

Wade Hodges                                                 

Y                                                                                                           

60,000

John Larson                                                    

Y                                                                                                        

126,000

Dennis Higgs                                                   

Y                                                                                                        

100,000

Darcy Higgs                                                     

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.]

________________________________________

PARK LAWN CORPORATION ("PLC")
BULLETIN TYPE:  Prospectus-Subscription Receipt Offering
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 1 Company

Effective December 22, 2015, the Company's Short Form Prospectus dated December 15, 2015, was filed with and accepted by TSX Venture Exchange (the "Exchange"), and effective December 15, 2015 was filed with and receipted by the British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador and Ontario Securities Commissions, pursuant to the provisions of the respective Securities Acts.

TSX Venture Exchange has been advised that closing occurred on December 22, 2015 for gross proceeds of $24,212,100 (including $2,201,100 of over-allotment option exercised to date).

Underwriter:                              

National Bank Financial Inc. (lead underwriter)


Offering:                                    

2,105,400 Subscription Receipts.  Each Subscription Receipt will entitle the holder to receive, upon satisfaction of the Escrow Release Conditions (as defined in the Short Form Prospectus dated December 15, 2015), for no additional consideration, one common share of the Company.


Offering Price:                           

$11.50 per Subscription Receipt


Underwriters' Fee:                     

The Underwriter shall receive a 5.5% cash commission of gross proceeds raised from the Subscription Receipts.


Over-Allotment Option:              

The Underwriters were granted and have fully exercised an over-allotment option in connection with this offering.  The Underwriters were granted an over-allotment option, to purchase up to an additional 191,400 Subscription Receipts (being 10% of the Offering) on the same terms as above, exercisable up to 30 days after the closing of the Offering. The above noted Underwriters' Fee is also applicable to the Over-Allotment Option

For further information, refer to the Company's Short Form Prospectus dated December 15, 2015 filed on SEDAR.

________________________________________

RAPIER GOLD INC. ("RPR")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 31, 2015:

Number of FT Shares:                                        

9,000,000 flow through shares


Purchase Price:                                                  

$0.055 per flow through share


Number of Placees:                                            

1 Placee


Finder's Fee:

Delbrook Capital Advisors Inc.                            

$34,650.00 cash; 630,000 warrants                    



Finder Warrant Initial Exercise Price:                  

$0.15


Finder Warrant Term to Expiry:                          

12 months with a $0.15 forced exercise clause

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.

________________________________________

RODINIA LITHIUM INC. ("RM")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement, Remain Halted
BULLETIN DATE:  January 4, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation relating to a Share Purchase Agreement (the "Agreement") dated October 8, 2015 between a non-arm's length party (the "Purchaser") and Rodinia Lithium Inc. (the "Company").  Pursuant to the Agreement, the Company shall dispose of the issued and outstanding shares of Potasio y Litio de Argentina SA ("Subco"), a wholly-owned subsidiary of the Company.  The Subco holds a 100% interest in the Diablillos lithium-potash project (the "Project") located in Argentina.

In consideration the Company shall receive $5,000,000.  In addition, the Company shall retain a 2% transferrable net smelter royalty on all commercial sales from the Project of which 1% can be purchased by the Purchaser for $2,000,000 within 24 months of closing.

For more information please refer to the Company's news release dated October 8, 2015 and December 29, 2015.

________________________________________

SEAIR INC. ("SDS")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s, Amendment
BULLETIN DATE: January 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to Seair Inc.'s (the "Company's") proposal to make certain amendments to the terms of its existing convertible debentures pursuant to i) the trust indenture ("BNY Trust Indenture") between the Company and BNY Trust Company of Canada, of which $4,796,731 aggregate amount of convertible debentures (the "BNY Debentures") are currently outstanding, and i) the trust indenture ("CST Trust Indenture") between the Company and CST Trust Company, of which $618,000 aggregate amount of convertible debentures (the "CST Debentures") are currently outstanding.

The Company is making certain amendments to the BNY Debentures, including, among other things: a) extend the maturity date of the BNY Debentures to June 30, 2017, b) change the interest rate from 8% to 12% per annum, and c) remove the forced conversion feature by the Company.

The Company is making amendments to the CST Debentures, including, among other things: a) extend the maturity date of the CST Debentures to June 30, 2017, b) change the interest rate from 8% to 12% per annum, and c) remove the forced conversion feature by the Company.

These BNY and CST Debentures were issued pursuant to a private placement of convertible debentures issued by the Company, which was accepted for filing by the Exchange effective November 27, 2012.  For further information, please refer to the Company's Management Information Circular dated November 17, 2015 and filed under the Company's profile on the SEDAR website at www.sedar.com on November 25, 2015.

_______________________________________

NEX COMPANIES

PRIZE MINING CORPORATION ("PRZ.H")
BULLETIN TYPE:  Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE:  January 4, 2016
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 13, 2015:

Number of Shares:                                        

6,780,000 shares



Purchase Price:                                            

$0.05 per share



Warrants:                                                     

3,390,000 share purchase warrants to purchase 3,390,000 shares



Warrant Exercise Price:                                 

$0.25 for a one year period



Number of Placees:                                       

15 Placees



Insider / Pro Group Participation:





Insider=Y /


Name                                                             

ProGroup=P                                                                                     

# of Shares

Timothy J. Bergen                                          

Y                                                                                                               

200,000

Bryson Goodwin                                             

Y                                                                                                              

600,000

799462 Alberta Ltd.                                       

Y                                                                                                               

930,000

Somji Consulting Ltd.                                     

Y                                                                                                            

1,000,000

________________________________________

SOURCE TSX Venture Exchange

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

Organization Profile

TSX Venture Exchange