TSX VENTURE COMPANIES:
ACTIVE GROWTH CAPITAL INC. ("ACK")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated March 9, 2011 with
respect to a Non-Brokered Private Placement of 4,500,000 units (of which
2,250,000 are flow-through) at a price of $0.16 per unit, the number of
units subscribed by Christopher Kape, an Insider of the Company, should
have been for 31,250 non-flow-through units, not 32,250 non-flow-through
units.
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ALDRIDGE MINERALS INC. ("AGM")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Brokered Private Placement announced January 24, 2011:
Number of Shares: 8,283,100 shares
Purchase Price: $1.50 per share
Warrants: 4,141,550 share purchase warrants to
purchase 4,141,500 shares
Warrant Exercise Price: $2.00 until February 17, 2013
Number of Placees: 107 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Jean-Pierre Colin Y 20,000
Jacob Willoughby Y 20,000
Daniella Dimitrov Y 40,000
David Barrett Hildred Y 20,000
Finders' Fees: $347,890.20 and 231,927 Broker Warrants
payable to Dundee Securities Ltd.
$217,431.38 and 144,954 Broker Warrants
payable to Clarus Securities Inc.
$152,201.96 and 101,468 Broker Warrants
payable to MacQuarie Capital Markets Canada
Ltd.
$152,201.96 and 101,468 Broker Warrants
payable to Raymond James Ltd.
- Each Broker Warrant is exercisable into
one common share at price of $1.50 until
February 17, 2013.
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.
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AMERICAN MANGANESE INC. ("AMY")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Brokered Private Placement announced February 16, 2011:
Number of Shares: 7,200,000 shares
Purchase Price: $0.70 per share
Warrants: 3,600,000 share purchase warrants to
purchase 3,600,000 shares
Warrant Exercise Price: $0.90 for an 18-month period. The warrants
are subject to an accelerated exercise
provision if the Company's shares trade at
or greater than $1.10 for a 20 day volume
weighted average trading price at any time
after the period ending four months plus
one day after the Closing Date.
Number of Placees: 14 placees
Finder's Fee: Laurentian Bank Securities will receive an
8% cash finder's fee in the amount of
$403,200 and 8% in Agent's Options in the
amount of 576,000 non-transferable options
that are exercisable into common shares at
$0.70 per share for a 24 month period.
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.
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AURO RESOURCES CORP. ("ARU")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, March 10, 2011, shares of the Company
resumed trading, an announcement having been made over Stockwatch.
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BANDERA GOLD LTD. ("BGL")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 10, 2011
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: 7,172,500
Original Expiry Date of
Warrants: March 10, 2010 (as to 4,098,000 warrants)
and amended to March 11, 2011 as at
February 23, 2010
June 1, 2010 (as to 1,413,000 warrants) and
amended to June 1, 2011 as at February 23,
2010
June 12, 2010 (as to 1,989,000 warrants)
and amended to June 12, 2011 as at February
23, 2010
New Expiry Date of Warrants: March 10, 2012 (as to 3,973,000 warrants)
June 1, 2012 (as to 1,253,000 warrants)
June 12, 2012 (as to 1,946,5000 warrants)
Exercise Price of Warrants: $0.20
In addition, the warrants will be subject o an accelerated exercise
provision in the event the Company's shares trade at or above $0.30 per
share for 5 consecutive trading days.
These warrants were issued pursuant to a private placement of 15,000,000
shares with 7,500,000 share purchase warrants attached, which was
accepted for filing by the Exchange effective March 3, 2009 (as to
8,196,000 units), May 29, 2009 (as to 2,826,000 units) and June 18, 2009
(as to 3,978,000 units).
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BEVO AGRO INC. ("BVO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreements
BULLETIN DATE: March 10, 2011
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to
the sale and purchase agreements dated February 18, 2011 between the
Company's wholly owned subsidiary, Bevo Farms Ltd. and C.G.M. Ventures
Inc. (Jack Benne, Leo Benne and Maartje Benne) and Bevo Farms Ltd. and
Gennex Transportation Inc. (Ted VanderHoek) whereby Bevo Farms Ltd. will
acquire 100% of the issued and outstanding shares of Gennex Holdings
Inc. in consideration of $20.00 and the assumption of $260,000 net
liabilities.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Jack Benne Y nil
Leo Benne Y nil
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CBM ASIA DEVELOPMENT CORP. ("TCF")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced November 22, 2010:
Number of Shares: 4,290,379 shares
Purchase Price: $0.15 per share
Number of Placees: 12 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Scott H. Stevens Y 847,833
Alan T. Charuk Y 266,667
Charles Bloomquist Y 66,007
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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ENPAR TECHNOLOGIES INC. ("ENP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced November 29, 2010 and
December 23, 2010:
Number of Shares: 5,712,500 shares
Purchase Price: $0.20 per share
Warrants: 2,856,250 share purchase warrants to
purchase 2,856,250 shares
Warrant Exercise Price: $0.30 for a two year period
Number of Placees: 16 placees
Finder's Fee: An aggregate of $68,250 in cash payable to
B-G Enterprises Inc., Jeff Walker and Steen
Elgard.
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.
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EPIC DATA INTERNATIONAL INC. ("EKD")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 500,000 bonus warrants, exercisable into 500,000 common shares at
$0.09 per share for a five year period, to the following insider(s):
North-America Vanstar Investments Ltd. (Mr. Zheng Jiang Jiang) in
consideration of a $2,000,000 loan to the Company.
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ETHIOPIAN POTASH CORP. ("FED")("FED.WT")
(formerly Panorama Resources Ltd. ("PRA"))
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered,
Name Change, Resume Trading, New Listing-Warrants
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
The common shares of the Company have been halted from trading since
October 18, 2010, pending completion of a Reverse Take-Over.
The TSX Venture Exchange has accepted for filing the Company's Reverse
Takeover ('RTO'), which includes the following transactions:
Pursuant to an agreement dated January 28, 2011 among the Company,
Ethiopian Potash Corp. ("Predecessor EPC") and G and B Central African
Resources Ltd. ("G&B"), the Company and Predecessor EPC have completed
an amalgamation whereby the issued and outstanding securities of each
were exchanged on a one-for-one basis for securities of the amalgamated
entity. Concurrently with the completion of the amalgamation,
Predecessor EPC was granted an option to acquire all of the issued and
outstanding shares of G&B. As a result of the amalgamation and the
granting of the option, the Company has issued a total of 51,876,200
common shares to the G&B shareholders and the former shareholders of
Predecessor EPC.
The Exchange has been advised that the above transactions, approved by
shareholders on February 25, 2011, have been completed.
Private Placement-Brokered:
Predecessor EPC has completed a Brokered Private Placement announced
January 28, 2011; the securities issued were exchanged into the
following securities of the Resulting Issuer
Number of Shares: 22,000,000 common shares
Purchase Price: $0.50 per share
Warrants: 22,000,000 common share purchase warrants
to purchase 22,000,000 common shares
Warrant Exercise Price: $0.75 for a period of 18 months
Number of Placees: 119 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
David DesLauriers Y 51,000
Agent's Fee: cash commission equal to 7% of the gross
proceeds of the private placement has been
paid to BayFront Capital Partners Ltd.,
Salman Partners Inc. and Fraser Mackenzie
Limited.
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.)
Name Change, Resume Trading:
Pursuant to a resolution passed by shareholders on February 25, 2011,
the Company has changed its name as follows. There is no consolidation
of capital.
Effective at the opening Friday, March 11, 2011, the common shares of
Ethiopian Potash Corp. will commence trading on TSX Venture Exchange,
and the common shares of Panorama Resources Ltd. will be delisted. The
Company is classified as a 'Mining' company.
Capitalization: unlimited common shares with no par value
of which 88,577,700 common shares are
issued and outstanding
Escrowed: 41,671,200 common shares, 8,500,000
incentive stock options, and 51,000 common
share purchase warrants
Escrow Term: three years (Tier 2 Value Escrow)
Transfer Agent: Olympia Trust Company
Trading Symbol: FED (new)
CUSIP Number: 297653 10 7 (new)
New Listing-Warrants:
Effective at the opening Friday, March 11, 2011, the common share
purchase warrants of the Company will commence trading on TSX Venture
Exchange.
Corporate Jurisdiction: Ontario
Capitalization: 25,920,000 warrants with no par value of
which 24,000,000 warrants are issued and
outstanding
Transfer Agent: Olympia Trust Company
Trading Symbol: FED.WT
CUSIP Number: 297653 12 3
The warrants were issued pursuant to two private placements completed by
Predecessor EPC prior to the RTO. Each warrant entitles the holder to
purchase one common share at a price of $0.75 per share and will expire
on Sunday, September 9, 2012.
Company Contact: Michael Galloro
Company Address: 200 Bay Street, Suite 3800
Royal Bank Plaza, South Tower, Toronto ON
M5J 2Z4
Company Phone Number: 416.702.2410
Company Fax Number: 647.724.0056
Company Email Address: mgalloro@aloefinancial.com
------------------------------------------------------------------------
GO CAPITAL I, INC. ("GOC.P")
BULLETIN TYPE: Halt
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 9:45 a.m. PST, March 10, 2011, 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. Members are prohibited from trading in the shares of
the Company during the period of the Halt.
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GREAT QUEST METALS LTD. ("GQ")
BULLETIN TYPE: Halt
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 12:06 p.m. PST, March 10, 2011, trading in the shares of
the Company was halted pending clarification of market activity. 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. Members are prohibited from trading in the shares of the Company
during the period of the Halt.
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GREAT QUEST METALS LTD. ("GQ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 12:30 p.m., PST, March 10, 2011, shares of the Company
resumed trading, an announcement was made that it has been reinstated
and market activity is clarified.
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ILOOKABOUT CORP. ("ILA")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 10, 2011
TSX Venture Tier 1 Company
TSX Venture Exchange has consented to the extension in the expiry date
of the following warrants:
# of Warrants: 6,567,500
Original Expiry Date of
Warrants: April 1, 2010
New Expiry Date of Warrants: The earlier of April 1, 2012, or on the
30th calendar day following the Company's
common shares closing at $1.20 or greater
for ten consecutive trading days.
Exercise Price of Warrants: $1.00 per share
These warrants were issued pursuant to a private placement of 6,567,500
common shares with 6,567,500 common share purchase warrants attached,
which closed on February 22, 2008.
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JNR RESOURCES INC. ("JNN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
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
February 23, 2011:
Number of Shares: 5,620,000 flow through shares
Purchase Price: $0.50 per share
Warrants: 2,810,000 share purchase warrants to
purchase 2,810,000 flow through shares
Warrant Exercise Price: $0.65 for an eighteen month period
Number of Placees: 10 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Rodger Gray P 90,000
Finder's Fee: $140,500 and 281,000 Broker Warrants
payable to Toll Cross Securities Inc.
- Each Broker Warrant is exercisable into
one common share at a price of $0.65 for an
eighteen month period.
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.
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MINT TECHNOLOGY CORP. ("MIT")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, March 10, 2011, shares of the Company
resumed trading, an announcement having been made over Stockwatch.
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PACIFIC LOTTERY CORPORATION ("LUK")
BULLETIN TYPE: Suspend
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated August 24, 2010,
effective at the opening, Friday, March 11, 2011, trading in the shares
of the Company will be suspended, the Company having failed to comply
with Exchange Requirements.
Members are prohibited from trading in the securities of the Company
during the period of the suspension or until further notice.
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PANCONTINENTAL URANIUM CORPORATION ("PUC")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, March 10, 2011, shares of the Company
resumed trading, an announcement having been made over Stockwatch.
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PENFOLD CAPITAL ACQUISITION IV CORPORATION ("PLD.P")
BULLETIN TYPE: New Listing-CPC-Shares, Correction
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Further to the TSX Venture Bulletin dated March 9, 2011, the Bulletin
should have read as a "TSX Venture Tier 2 Company". All terms in the
Bulletin remain unchanged.
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PETRO VIKING ENERGY INC. ("VIK")
(formerly ("Petro Viking Energy Inc.")) ("VIK.P")
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New
Symbol, Private Placement-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Resume Trading
Effective at the opening, Friday, March 11, 2011, shares of the Company
will resume trading.
Qualifying Transaction-Completed
TSX Venture Exchange has accepted for filing the Company's Qualifying
Transaction described in its Information Circular dated November 29,
2010. As a result, at the opening on Friday, March 11, 2011, the Company
will no longer be considered a Capital Pool Company. The Qualifying
Transaction includes the following:
The Qualifying Transaction involves the non-arm's length amalgamation
between 1560368 Alberta Ltd. ("AcquisitionCo"), a wholly-owned
subsidiary of the Company, and Deep Creek Oil & Gas Inc. ("Deep Creek"),
a private oil and gas company. AcquisitionCo and Deep Creek amalgamated
to form Amalco, a new amalgamated entity and wholly-owned subsidiary of
the Company. Consideration for the Qualifying Transaction consists of
the issuance of 6,800,000 shares of the Company to Deep Creek
shareholders at a deemed price of $0.25 per share ($1,700,000). At
closing, the Company issued 4,760,000 shares to former Deep Creek
shareholders at a deemed price of $0.25 per share, representing
$1,190,000 of the consideration for the Qualifying Transaction. Subject
to Deep Creek satisfying certain post-closing purchase price
adjustments, the Company may issue up to an additional 2,040,000 shares
at $0.25 per share within 90 days from closing.
A total of 1,440,544 common shares issued pursuant to the Qualifying
Transaction are subject to a TSX-V Tier 2 Value Security Escrow
Agreement to be released over a 36-month period upon completion of the
Qualifying Transaction. Should the Company issue the additional
2,040,000 shares upon Deep Creek satisfying certain post-closing
adjustments, up to an additional 617,364 common shares will be subject
to a TSX-V Tier 2 Value Security Escrow Agreement with the same 36-month
escrow release period. In addition, 4,490,000 common shares are subject
to a CPC Escrow Agreement.
The Exchange has been advised that the above transaction, approved by
Shareholders on January 7, 2011, has been completed.
In addition, the Exchange has accepted for filing the following:
Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect
to a Brokered Private Placement announced October 13, 2010 and February
9, 2011:
Number of Shares: 11,500,000 shares
Purchase Price: $0.30 per share
Warrants: 11,500,000 share purchase warrants to
purchase 11,500,000 shares
$0.50 for a one year period
$0.50 in the second year
Number of Placees: 108
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
John Styles Y 95,000
Giovanni De Francesco Y 250,000
Agent: Wolverton Securities Ltd.
Agent's Fee: $276,000 cash commission (8% of the gross
proceeds) plus 50,000 shares at $0.30 per
share and 50,000 warrants to purchase an
additional 50,000 shares at a price of
$0.50 per share within 24 months from
closing, as payment of the Agent's
corporate finance fee ($15,000).
Agent's Option: Agent's Option to acquire up to 920,000
common shares at a price of $0.30 per share
and 920,000 share purchase warrants to
purchase an additional 920,000 shares at a
price of $0.50 per share within 24 months
from closing.
Capitalization: Unlimited shares with no par value of which
25,750,000 shares are issued and
outstanding
Escrow: 5,930,544 common shares
Symbol: VIK (same symbol as CPC but with .P
removed)
CUSIP Number: 71646W 10 0 (UNCHANGED)
The Company is classified as an "Oil & Gas" company.
Company Contact: David Heighington
Director & Corporate Secretary
Company Address: Suite 730, 1015 - 4th Street SW
Calgary, AB T2R 1J4
Company Phone Number: (403) 237-0018
Company Fax Number: (403) 264-5455
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PROBE MINES LIMITED ("PRB")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to
an option agreement (the "Agreement") dated February 23, 2011, between
Probe Mines Limited (the "Company") and two arm's length parties
(collectively, the "Optionors"). Pursuant to the Agreement, the Company
shall have the option to acquire a 100% interest in a mineral property
located in the Township of Cochrane, Sudbury District, Ontario.
As consideration, the Company must pay the Optionors an aggregate of
$20,000 and issue a total of 45,000 shares. The Optionors will retain a
1% net smelter royalty (the "NSR"), of which 50% (or 0.5%) can be
purchase by the Company by making a further payment of $500,000.
For further information, please refer to the Company's press release
dated March 3, 2011.
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RIO GRANDE MINING CORP. ("RGV")
BULLETIN TYPE: Resume Trading, Reviewable Transaction-Announced
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
Effective at the open, Friday, March 11, 2011, trading in the Company's
shares will resume.
This resumption of trading does not constitute acceptance of the non-
binding letter of intent signed by the Company with Tru Vision Corp.
(the "Reviewable Transaction"), and should not be construed as an
assurance of the merits of the transaction or the likelihood of
completion. The Company is required to submit all of the required
initial documentation relating to the Reviewable Transaction. IF THIS
DOCUMENTATION IS NOT PROVIDED, OR IS INSUFFICIENT, A TRADING HALT MAY BE
RE-IMPOSED.
Completion of the Reviewable Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance. There is
a risk that the Reviewable Transaction will not be accepted or that the
terms of the Reviewable Transaction may change substantially prior to
acceptance. SHOULD THIS OCCUR, A TRADING HALT MAY BE RE-IMPOSED.
For further information please read the Company's news release dated
February 9, 2011 available on SEDAR.
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SILA INDUSTRIAL GROUP LTD. ("SIG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced March 7, 2011:
Number of Shares: 2,300,000 shares
Purchase Price: $0.10 per share
Warrants: 2,300,000 share purchase warrants to
purchase 2,300,000 shares
Warrant Exercise Price: $0.15 for a three year period
Number of Placees: 8 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Frank Borowicz Y 350,000
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.)
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SIMBA GOLD CORP. ("SGD")
(formerly Interra Exploration Inc. ("ITA.P"))
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private
Placement-Brokered, Name Change
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying
Transaction described in its Filing Statement dated February 28, 2011.
As a result, at the opening on Friday, March 11, 2011, the Company will
no longer be considered a Capital Pool Company. The Qualifying
Transaction includes the following:
- the acquisition of Rogi Mining Limited ("Rogi Mining") as an arm's
length Qualifying Transaction ("QT"). The QT consists of the acquisition
of all shares of Rogi Mining for a total consideration of 5,700,000
shares of the Company @ $0.35 per share ($1,995,000) and US$2,750,000 in
cash payable in stages over 5 years. Rogi Mining is the registered
holder of 100% interests in exploration licences conferring upon the
Target Company gold exploration rights within the Gicumbi, Burera,
Rusizi and Nyamasheke Districts, and nickel exploration rights within
the Kirehe District of the Republic of Rwanda. The Target Company's
principal property is the Miyove Gold Project located in the Gicumbi and
Burera Districts. In addition, the Company will issue 3,069,000 Units at
$0.25 per Unit pursuant to a concurrent Rogi Mining private placement.
Each unit is comprised of one common share and one-half of a share
purchase warrant and each whole share purchase warrant is exercisable at
$0.50 per share in year 1 and $0.65 per share in year 2; and
- a Finder's Fee Agreement dated February 12, 2010, whereby the Company
will issue to Morten Borch, 400,000 common shares as compensation
relating to a finder's fee.
The Exchange has been advised that the above transactions have been
completed.
In addition, the Exchange has accepted for filing the following:
Brokered Private Placement
TSX Venture Exchange has accepted for filing documentation with respect
to a Brokered Private Placement announced September 30, 2010:
Number of Shares: 17,250,429 shares
Purchase Price: $0.35 per share
Warrants: 8,625,214 share purchase warrants to
purchase 8,625,214 shares
Warrant Exercise Price: $0.50 for a one year period
$0.65 in the second year
Number of Placees: 108 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
David Elliot P 250,000
David Shepherd P 100,000
Lisa Stefani P 50,000
Brad Birada P 500,000
Dale Panteluk P 100,000
Tony Frakes P 50,000
Jasna Frakes P 50,000
Jamie Mackie P 850,000
Agent's Fee: An aggregate of: (a) $248,932 cash, (b)
723,234 warrants at an exercise price of
$0.50 per share in year 1 and $0.65 per
share in year 2; and (c) 480,400 Units,
each unit consisting of one common share
and one-half of a share purchase warrant
(each whole warrant is exercisable into one
common share at an exercise price of $0.50
per share in year 1 and $0.65 per share in
year 2).
The above fees will be paid pro rata to the
following agents/finders: Mackie Research
Capital Corp., Haywood Securities Inc.,
Canaccord Genuity Corp., SC Strategy
Consult AG, jET Schweiz IT AG, Mulhaupt &
Partner, Werner Keller, Robert Weicker, &
Vern Porter.
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).
Name Change
Pursuant to a resolution passed by directors on February 12, 2011, the
Company changed its name as follows. There is no consolidation of
capital.
Effective at the opening on Friday, March 11, 2011, the common shares of
Simba Gold Corp. will commence trading on TSX Venture Exchange and the
common shares of Interra Exploration Inc. will be delisted. The Company
is classified as a 'mineral exploration and development' company.
Capitalization: Unlimited shares with no par value of which
34,490,829 shares are issued and
outstanding
Escrow: 10,378,500 shares
Transfer Agent: Equity Financial Trust Company (Vancouver)
Trading Symbol: SGD (NEW)
CUSIP Number: 82857T 10 8 (NEW)
Company Contact: John Anderson, President, CEO, & Director
Company Address: 1720 - 1111 West Georgia Street, Vancouver,
British Columbia, V6E 4M3
Company Phone Number: (604) 687-0760
Company Fax Number: (604) 628-5001
Company Email Address: John@Purplefish.ca
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SPARTON RESOURCES INC. ("SRI")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing
documentation pertaining to a share transfer agreement (the "Agreement")
dated March 8, 2011, between Sparton Resources Inc. (the "Company"),
Sparton International Holdings Inc. - a wholly-owned subsidiary of the
Company ("SIH"), and Alpha Prime Investments Ltd. (the "Purchaser").
Pursuant to the Agreement, SIH will sell 6,057,534 shares (the "Purchase
Shares"), representing an 18.8% interest of VanSpar Mining Inc.
("VanSpar") to the Purchaser. Currently, SIH currently owns
approximately 93% of the outstanding shares of VanSpar.
As consideration, the Purchase shall pay SIH US$1,514,383.56.
The condition of the sale is that if SIH does not complete a liquidity
event (as defined in the Company's press release) or if VanSpar's
interest in the mineral properties located in Jianxi Province are
cancelled, not granted, cannot be acquire or are lost to or removed from
VanSpar within 18 months from closing, the Purchaser shall have the
right to exchange the Purchase Shares for a maximum potential share
issuance of 12,619,863 shares at $0.12 per share of the Company within
20 months from closing.
For further information, please refer to the Company's press release
dated March 10, 2011.
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STRATEGIC METALS LTD. ("SMD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 23, 2011:
Number of Shares: 5,000,000 shares
Purchase Price: $3.25 per share
Number of Placees: 10 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Tocqueville Gold Offshore
Fund Ltd. (portfolio managed) Y 810,000
Tocqueville Gold Pvt Equity
Master Fund Ltd. (portfolio
managed) Y 810,000
Finders' Fees: $147,875 and 136,500 shares and 182,000
finder's warrants payable to Axemen
Resource Capital Ltd.
$162,500 and 50,000 finder's warrants
payable to Macquarie Capital Markets Canada
Ltd.
18,000 common shares and 18,000 finder's
warrants payable to PI Financial Corp.
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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UNITY ENERGY CORP. ("UTY")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 4, 2011 and
February 9, 2011:
Number of Shares: 4,000,000 shares (of which 1,535,000 flow-
through)
Purchase Price: $0.25 per share
Number of Placees: 42 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
PI Financial Corp. ITF Bryan
Henry P 200,000 FT
Jones, Gable & Company P 80,000 NFT
NBCN ITF E. Bodnarchuk P 80,000 NFT
Canaccord Genuity Corp. ITF
Hugh Harlingten P 80,000 FT
Raymond James Ltd. ITF Paul
Heinrich P 80,000 FT
Tracy Seiter P 25,000 FT
25,000 NFT
Raymond James Ltd. ITF William
Godson P 50,000 NFT
Canaccord Genuity Corp. ITF
Warwick Bay P 40,000 FT
20,000 NFT
Anita Algie Y 38,000 FT
Aleece Gibb Y 4,000 FT
Finders' Fees: $27,000 payable to PI Financial Corp.
$20,400 payable to Sal Western Enterprises
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.
------------------------------------------------------------------------
URASTAR ENERGY INC. ("URS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 1, 2011:
Number of Shares: 12,500,000 shares
Purchase Price: $0.40 per share
Warrants: 12,500,000 share purchase warrants to
purchase 12,500,000 shares
Warrant Exercise Price: $0.75 for a five year period
Number of Placees: 107 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Rick Pogue P 18,750
Acker Finley Asset Management P 250,000
Michael Marosits P 100,000
Angelo Comi P 25,000
John Comi P 40,000
Bryan Henry P 100,000
Adrian Robertson Y 12,500
Finders' Fees: $24,000 and 60,000 Agent's Warrants payable
to Wellington West Capital Inc.
$47,200 and 118,000 Agent's Warrants
payable to Canaccord Genuity Corp.
$11,760 and 29,400 Agent's Warrants payable
to Jennings Capital 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.
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NEX COMPANY:
LEETA GOLD CORP. ("LTA.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 10, 2011
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 2, 2011:
Number of Shares: 900,000 shares
Purchase Price: $0.24 per share
Warrants: 900,000 share purchase warrants to purchase
900,000 shares
Warrant Exercise Price: $0.32 for a one year period
Number of Placees: 14 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
552744 B.C. Ltd. (Douglas B.
Brooks) Y 62,500
0780996 B.C. Ltd (John Brydle) Y 83,333
T-Bone Ventures Inc.(Georgia
Knight) Y 66,666
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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