VANCOUVER, April 23, 2018 /CNW/ -
TSX VENTURE COMPANIES
DLC HOLDINGS CORP. ("DLC")
BULLETIN TYPE: Reverse Takeover-Completed, Resume Trading
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing DLC Holding Corp.'s ("DLC") Reverse Takeover (the "RTO") and related transactions, including the acquisition of all of the issued and outstanding shares of Craven House Industries Ltd. ("Craven House") and 60.5% of the issued and outstanding shares of Ceniako Ltd. ("Ceniako"), all as principally described in Filing Statement dated March 27, 2018 (the "Filing Statement"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of all of the shares of Craven House and 60.5% of the shares of Ceniako
Further to the terms of the share exchange agreements entered into among DLC, Craven Industrial Holdings Plc. ("CIH"), Desmond Holdings Ltd. ("DH") and Southern Cone Capital Ltd. ("SCC") dated August 22, 2017 DLC has acquired all of the issued and outstanding shares of Craven and 60.5% of the issued and outstanding shares of Ceniako, in consideration of the issuance of 13,676,700 common shares of DLC and 51,071,397 preferred shares of DLC to the holders of the Craven Shares and the Ceniako Shares, respectively.
Craven and Ceniako are holding companies with no operational activity which own collectively, via local subsidiaries, 2,500 hectares of raw agricultural and development land in the Bahia Province of Brazil. Upon completion of the RTO, the Company will control 2,500 hectares of land as well as 10km of direct beach-front real estate facing the South Atlantic Ocean. DLC intends to utilize the land to further its investment in the agricultural land and food processing industry. DLC will seek a joint venture relationship with operating partners whereby DLC will provide the land for cultivation and the joint venture partner will bear the cost of plantation and cultivation. Alternatively, DLC may choose to lease the land to an agricultural company who will pay a current rent consisting of an annual payment and a percentage of the profits from the cultivation of the land. In either arrangement DLC, Ceniako and Craven will bear no financial risk or obligation associated with the operational nature of the business and will act as a holding company generating passive income.
In order to develop the land assets being acquired under the RTO and to provide working capital, DLC has entered into a loan facility with Craven House Capital Plc, a beneficial shareholder of both Craven and Ceniako, under which the Company will be provided with a loan of $800,000. The loan facility holds a senior secured position, bares an interest rate of 5% and has a term of five years.
The RTO is a Related Party Transaction and the Exchange has been advised that shareholders of DLC have approved the RTO by way of written consent and in accordance with the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
For Further information, see the Filing Statement which is available under DLC's profile on SEDAR.
| Capitalization: |
Unlimited |
common shares with no par value of which |
| 80,104,772 |
common shares are issued and outstanding and |
|
| preferred shares are issued and outstanding |
||
| Escrow: |
13,676,700 |
common shares and 51,071,397 preferred shares |
| are subject to 36 month staged escrow release |
||
| Transfer Agent: |
Computershare Trust Company of Canada |
|
| Trading Symbol: |
DLC |
(UNCHANGED) |
| CUSIP Number: |
255884 10 8 |
(UNCHANGED) |
2. Resume Trading
Effective at the opening, Wednesday, April 25, 2018 the common shares of DLC Holding Corp. will resume trading on the Exchange.
________________________________________
ECC VENTURES 1 CORP. ("EONE.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at the open on Wednesday, April 25, 2018, shares of the Company will resume trading, the Exchange having received acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4.
________________________________________
ECC VENTURES 2 CORP. ("ETWO.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at the open on Wednesday, April 25, 2018, shares of the Company will resume trading, the Exchange having received acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4.
________________________________________
ESSA PHARMA INC. ("EPI")
BULLETIN TYPE: Consolidation
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by shareholders March 28, 2018, 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 April 25, 2018, the common shares of Essa Pharma Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Biotechnology Research &/or Development' company.
| Post - Consolidation |
||
| Capitalization: |
Unlimited |
shares with no par value of which |
| 5,776,094 |
shares are issued and outstanding |
|
| Escrow |
Nil |
shares are subject to escrow |
| Transfer Agent: |
Computershare Investor Services Inc. |
|
| Trading Symbol: |
EPI |
(UNCHANGED) |
| CUSIP Number: |
29668H708 |
(new) |
________________________________________
GOLDSTAR MINERALS INC. ("GDM.RT")
BULLETIN TYPE: Rights Expiry-Delist
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at the opening, May 3, 2018, the Rights of the Company will trade for cash. The Rights expire May 08, 2018 and will therefore be delisted at the close of business .
TRADE DATES
May 3, 2018 - TO SETTLE – May 4, 2018
May 4, 2018 - TO SETTLE – May 7, 2018
May 7, 2018 - TO SETTLE – May 8, 2018
May 8, 2018 - TO SETTLE – May 8, 2018
The above is in compliance with Trading Rule C.2.18 – Expiry Date:
Trading in the rights 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.
________________________________________
JACKPOT DIGITAL INC ("JP.WT")
BULLETIN TYPE: Consolidation, Correction
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
With respect to a Bulletin issued April 18, 2018; The warrant terms of Jackpot Digital Inc., will be amended to an exercise price of $0.50 with an expiry date of January 20, 2022.
All other information remains unchanged.
_______________________________________
PRO REAL ESTATE INVESTMENT TRUST ("PRV.UN")
BULLETIN TYPE: Notice of Distribution
BULLETIN DATE: April 23, 2018
TSX Venture Tier 1 Company
The Issuer has declared the following distribution(s):
| Distribution per Unit: |
$0.0175 |
| Payable Date: |
May 15, 2018 |
| Record Date: |
April 30, 2018 |
| Ex-distribution Date: |
April 27, 2018 |
________________________________________
THE ALKALINE WATER COMPANY INC. ("WTER")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at the opening on Wednesday, April 25, 2018, the common shares of The Alkaline Water Company Inc. (the "Company") will commence trading on TSX Venture Exchange. The Company is classified as an 'Industrial' company.
| Corporate Jurisdiction: |
Nevada |
| Capitalization: |
300,000,000 of which 200,000,000 are common shares and 100,000,000 are preferred shares each with par value of $0.001 of which |
| 25,858,062 common shares, 1,500,000 Series C Preferred Shares and 3,800,000 Series D Preferred shares are issued and outstanding |
|
| Escrowed Shares: |
1,559,300 common shares, 1,500,000 Class C Preferred Shares, 2,500,000 Class D Preferred Shares and 450,000 stock options are subject to a Tier 1 Value Escrow Agreement |
| Transfer Agent: |
TSX Trust Company |
| Trading Symbol: |
WTER |
| CUSIP Number: |
01643A 20 7 |
| For further information, please refer to the Company's Listing Application dated April 16, 2018 which is filed under the Company's profile on SEDAR. |
|
| Company Contact: |
Richard A. Wright |
| Company Address: |
14646 N. Kierland Blvd. |
| Suite 255 |
|
| Scottsdale, AZ |
|
| 85254 |
|
| Company Phone Number: |
480-656-2423 |
| Company Email Address: |
|
________________________________________
TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
AMARILLO GOLD CORPORATION ("AGC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 19, 2018:
| Number of Shares: |
18,427,780 shares |
|
| Purchase Price: |
$0.28 per share |
|
| Warrants: |
9,213,886 share purchase warrants to purchase 9,213,886 shares |
|
| Warrant Exercise Price: |
$0.38 for a two year period |
|
| Number of Placees: |
26 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Rosedale Transport Limited |
||
| (Rowland Uloth) |
Y |
1,142,857 |
| Michael Mutchler |
Y |
2,142,858 |
| Hemdat Sawh |
Y |
178,572 |
| Stephen Stow (1995) |
||
| Family Trust |
||
| (Stephen Stow) |
Y |
100,000 |
| Finder's Fee: |
$6,905 was paid to Anarcho Capital Inc. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued news releases announcing the closings of the private placement and setting out the expiry dates of the hold period(s).
_______________________________________
BAYHORSE SILVER INC. ("BHS")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at 6.30 a.m. PST, April 23, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
FULL METAL MINERALS LTD. ("FMM")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated April 20, 2018, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.3
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.
________________________________________
HASHCHAIN TECHNOLOGY INC. ("KASH")
BULLETIN TYPE: Halt
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at 9.47 a.m. PST, April 23, 2018, 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.
________________________________________
HASHCHAIN TECHNOLOGY INC. ("KASH")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Effective at 11.30 a.m. PST, April 23, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
HFX HOLDING CORP. ("HXC")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
Further to the bulletin dated July 11, 2013 in connection with a Property Purchase Agreement between the Company and Omineca Mining and Metals Ltd., regarding the acquisition of a 100% interest in the Kiwi property located in the Yukon Territory, TSX Venture Exchange has accepted for filing an Ameding Agreement between the Company and Omineca Mining and Metals Ltd dated July 11, 2017 whereby the previously option financing agreement has been revised. The compensation on the third anniversary is a cash payment of $50,000 and an issuance of 150,000 common shares. The amended terms include the compensation on the third anniversary to include a cash payment of $20,000 and the issuance of an aggregate 100,000 common shares.
________________________________________
INTOUCH INSIGHT LTD. ("INX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 3, 2017:
| Number of Shares: |
1,000,000 shares |
|
| Purchase Price: |
$0.52 per share |
|
| Warrants: |
500,000 share purchase warrants to purchase 500,000 shares |
|
| Warrant Exercise Price: |
$0.70 for a two year period |
|
| Number of Placees: |
31 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [4 Placees] |
P |
230,000 |
| Finder's Fee: |
$37,050 cash and 71,250 Units payable to PowerOne Capital Markets Limited |
|
| Each unit consists of one common shares and one half of one common share purchase warrant exercisable at 18 months for $0.70. |
________________________________________
INTOUCH INSIGHT LTD. ("INX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 1, 2017:
| Number of Shares: |
6,000,000 shares |
|
| Purchase Price: |
$0.50 per share |
|
| Warrants: |
3,000,000 share purchase warrants to purchase 3,000,000 shares |
|
| Warrant Exercise Price: |
$0.70 for a two year period |
|
| Number of Placees: |
34 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [6 Placees] |
P |
380,000 |
| Finder's Fee: |
$225,000 cash and 450,000 Units payable to PowerOne Capital Markets Limited |
|
| Each unit consists of one common shares and one half of one common share purchase warrant exercisable at 18 months for $0.70. |
________________________________________
JUGGERNAUT EXPLORATION LTD. ("JUGR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 9, 2018:
| Number of Shares: |
8,979,000 non-flow-through shares |
|
| 3,508,201 flow-through shares |
||
| Purchase Price: |
$0.20 per NFT share |
|
| $0.27 per FT share |
||
| Warrants: |
8,979,000 NFT share purchase warrants to purchase 8,979,000 shares |
|
| 3,508,201 FT share purchase warrants to purchase 3,508,201 shares |
||
| Warrant Exercise Price: |
$0.50 NFT for a three year period |
|
| $0.60 FT for a two year period |
||
| Number of Placees: |
96 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Graham Saunders |
P |
250,000 |
| David Elliott |
P |
100,000 |
| Michael J. Carew |
P |
25,000 |
| Andrew P. Williams |
P |
175,000 |
| Dan Barnholden |
P |
50,000 |
| Nizar Esmail |
P |
75,000 |
| Blair Cudmore |
P |
55,555 |
| William Maier |
P |
100,000 |
| Aggregate Pro Group |
||
| Involvement 8 Placees |
||
| Finder's Fee: |
||
| $3,600 Cash and 18,000 warrants exercisable at $0.50 for 36 months payable to PI Financial Corp |
||
| $2,115 Cash and 4,500 warrants exercisable at $0.50 for 36 months and 4,500 warrants exercisable at $0.60 for 24 months payable to od Gundy |
||
| $18,615 Cash and 87,000 warrants exercisable at $0.50 for 36 months and 4,500 warrants exercisable at $0.60 for 24 months payable to Anthony Newell. |
||
| $1,200 Cash and 6,000 warrants exercisable at $0.50 for 36 months payable to BMO Nesbitt Burns |
||
| $25,116 Cash and 78,900 warrants exercisable at $0.50 for 36 months and 34,581 warrants exercisable at $0.60 for 24 months payable to EMD Financial Inc. |
||
| $3,000 Cash and 15,000 warrants exercisable at $0.50 for 36 months payable to Canaccord Genuity Corp. |
||
| $14,886 Cash and 74,430 warrants exercisable at $0.50 for 36 months payable to Haywood Securities Corp. |
||
| $15,600 Cash and 78,000 warrants exercisable at $0.50 for 36 months payable to Frank Hoegel. |
||
| $9,000 Cash and 45,000 warrants exercisable at $0.50 for 36 months payable to Gerhard Merkel. |
||
| $780 Cash and 3,900 warrants exercisable at $0.50 for 36 months payable to Mackie Research Capital Corp |
||
| $4,200 Cash and 10,500 warrants exercisable at $0.50 for 36 months payable to Wellington Altus Private Wealth |
||
| $21,000 Cash and 45,000 warrants exercisable at $0.50 for 36 months and 44,444 warrants exercisable at $0.60 for 24 months payable Leede Jones Gable. |
||
| $2,100 Cash and 6,000 warrants exercisable at $0.50 for 36 months and 3,333 warrants exercisable at $0.60 for 24 months payable to MPartners |
||
| $15,000 Cash and 8,102 warrants exercisable at $0.50 for 36 months payable to Qwest Investment Fund Management Ltd.PI Financial Corp |
||
| 3,000 warrants exercisable at $0.50 for 36 months payable to Simon Harry. |
||
| 7,500 warrants exercisable at $0.50 for 36 months payable to Rodger Gray. |
||
| 6,944 warrants exercisable at $0.50 for 36 months payable to Blair Cudmore. |
||
| 40,509 warrants exercisable at $0.50 for 36 months payable to Probity Capital Corporation. |
||
________________________________________
SAMA RESOURCES INC. ("SME")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 23, 2017:
| Number of Shares: |
25,000,000 shares |
| Purchase Price: |
$0.21 per share |
| Warrants: |
25,000,000 share purchase warrants to purchase 25,000,000 shares |
| Warrant Exercise Price: |
$0.28 until April 13, 2020 |
| Number of Placees: |
1 Placees |
________________________________________
VIRIDIUM PACIFIC GROUP LTD. ("VIR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 10, 2018:
| Number of Shares: |
44,118 shares |
| Purchase Price: |
$0.85 per share |
| Warrants: |
None |
| Number of Placees: |
1 Placee |
| Insider / Pro Group Participation: |
None |
| Finder's Fee: |
None |
________________________________________
WPC RESOURCES INC. ("WPQ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 23, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 7, 2017:
| Number of Shares: |
32,000,000 shares |
|
| Purchase Price: |
$0.05 per share |
|
| Warrants: |
16,000,000 share purchase warrants to purchase 16,000,000 shares |
|
| Warrant Exercise Price: |
$0.10 for a one year period |
|
| Number of Placees: |
7 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Dr Georg Pollert |
Y |
13,000,000 |
| Wayne Moorhouse |
Y |
700,000 |
| Allan Fabbro |
Y |
1,300,000 |
| Finder's Fee: |
||
| $35,000 Cash payable to Philipp Schmid. |
||
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.]
________________________________________
NEX COMPANIES
BAYSWATER URANIUM CORPORATION ("BYU.H")
BULLETIN TYPE: Halt
BULLETIN DATE: April 23, 2018
NEX Company
Effective at 5.00 a.m. PST, April 23, 2018, 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.
________________________________________
RUSSELL BREWERIES INC. ("RB.H")
BULLETIN TYPE: Halt
BULLETIN DATE: April 23, 2018
NEX Company
Effective at 9.30 a.m. PST, April 23, 2018, trading in the shares of the Company was halted due to pending company contact; 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.
________________________________________
SOURCE TSX Venture Exchange
For further information: Market Information Services at 1-888-873-8392, or email: [email protected]
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