TSX VENTURE COMPANIES
BULLETIN TYPE: Sustaining Fees-Suspend
BULLETIN DATE: June 2, 2009
The following halted companies have not paid their annual sustaining fees
as of May 29, 2009. At the open of trading on Wednesday, June 3, 2009, the
securities of these companies will be suspended from trading for failure
to pay their annual sustaining fees:
Symbol Tier Issuer Name
AWB 1 Avalon Works Corp.
IRI 2 IRI Separation Technologies Inc.
LEN 2 Lochaird Energy Inc.
MYS 2 Mystique Energy, Inc.
NLE.P 2 Nile Industries Ltd.
TSX-X
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AGRIMARINE HOLDINGS INC. ("FSH")
(formerly AXEA Energy Inc. ("AXT.P"))
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private
Placement-Non-Brokered, Name Change, Resume Trading
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying
Transaction described in its Filing Statement dated March 31, 2009. As a
result, at the opening Wednesday, June 3, 2009, the Company's trading
symbol will change from AXT.P to FSH, the shares will resume trading and
the Company will no longer be considered a Capital Pool Company. The
Qualifying Transaction includes the following matters, all of which have
been accepted by the Exchange:
Amalgamation between the Company and AgriMarine Industries Inc.
("AgriMarine"):
Pursuant to the Amalgamation Agreement, between the Company and
AgriMarine, AgriMarine completed a statutory amalgamation with a newly
formed wholly-owned subsidiary of the Company, under which AgriMarine
shareholders received 0.33 of a common share for every one AgriMarine
common share held, with warrants, options and convertible debentures of
AgriMarine being exchanged for warrants, options and convertible
debentures of AXEA in proportion to the share exchange.
Private Placement - Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced April 1, 2009:
Number of Shares: 3,125,000 shares (which, as part of the
Qualifying Transaction, were issued upon the
automatic exercise of 3,125,000
subscription receipts)
Purchase Price: $0.32 per subscription receipt
Warrants: 1,562,500 share purchase warrants to purchase
1,562,500 shares (which, as part of the
Qualifying Transaction, were issued upon the
automatic exercise of 3,125,000 subscription
receipts)
Warrant Exercise Price: $0.50 for a one year 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.
Name Change:
Pursuant to a resolution passed by Directors on April 15, 2009, the
Company has changed its name as follows. There is no consolidation of
capital.
Effective at the opening Wednesday, June 3, 2009, the common shares of
AgriMarine Holdings Inc. will commence trading on TSX Venture Exchange,
and the common shares of Axea Energy Inc. will be delisted. The Company is
classified as a 'Technology' company.
Capitalization: Unlimited shares with no par value of which
25,419,720 shares are issued and outstanding
Escrow: 16,368,002 shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: FSH (new)
CUSIP Number: 00855M 10 7 (new)
Company Contact: Richard Buchanan
Company Address: 900 - 925 West Georgia Street
Vancouver, BC V6C 3L2
Company Phone Number: (604) 484-5761
Company Fax Number: (604) 484-5760
Company Email Address: rbb@agrimarine.com
TSX-X
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APELLA RESOURCES INC. ("APA")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: June 2, 2009
TSX Venture Tier 1 Company
Further to the TSX Venture Exchange bulletin dated June 1, 2009 with
respect to a private placement of 2,579,545 units (of which 1,454,545 are
flow-through, not 1,309,090 at $0.11 per unit and 1,125,000 are non flow-
through not 1,270,455 at $0.10 per unit). Also, the finder's fee payable
to John Hewlett should have been for 24,800 units, not 24,000 units.
TSX-X
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APELLA RESOURCES INC. ("APA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 2, 2009
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a Purchase and Option
Agreement dated April 22, 2009 between Jim Harold Forbes and Yvon Michael
Gagne (the "Vendors") and the Company whereby the Company has acquired the
LoadStar Property (comprised of 7 Purchase Claims and 3 Option Claims)
located in Sault Ste. Marie Mining District of Ontario. The aggregate
consideration is $70,000 and 300,000 common shares payable over a two year
period (Forbes and Gagne each as to 150,000 common shares). Subject to
further Exchange review and acceptance, the Vendors shall receive a 2.5%
NSR on the property of which the Company may purchase 1% NSR on the
Purchase Claims for $500,000 and 1% NSR on the Option Claims for
$1,000,000. In both cases, the Company shall have a first right of refusal
on any offers by other parties to purchase any additional NSR.
TSX-X
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APOQUINDO MINERALS INC. ("AQM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. has accepted for filing documentation in
connection with an Option/Joint Venture Agreement (the "Agreement") among
Apoquindo Minerals Inc. (the "Company"), Minera Koritambo S.A.
("KoriTambo"), a Peruvian subsidiary of the Company, and Teck Cominco Peru
S.A. ("Teck Peru"), a wholly owned subsidiary of Teck Resources Limited
(TSX:TCK.B), dated May 13, 2009. Under the Agreement Teck Peru has granted
KoriTambo an option to acquire an initial 51% interest in the Zafranal
copper-gold porphyry project in the northern extension of the Paleocene
Porphyry Copper Belt of Southern Peru, subject only to a back-in right and
royalty reserved to Teck Peru, but with further options for KoriTambo to
increase its interest to 100%. KoriTambo can exercise its initial option
to acquire a 51% interest in the Zafranal property by:
1. making cash payments totaling US$5,000,000 as to US$100,000 on signing
of the Agreement (paid), US$350,000 on May 31, 2010, US$550,000 on May 31,
2011, US$1,500,000 on May 31, 2012 and US$2,500,000 on May 31, 2013;
2. incurring work expenditures totaling US$7,500,000 on the following
schedule as to cumulative expenditures of US$2,250,000 on or before May
31, 2010, to cumulative expenditures of US$3,250,000 on or before May 31,
2011, to cumulative expenditures of US$5,250,000 on or before May 31, 2012
and to cumulative expenditures of US$7,500,000 on or before May 31, 2013;
and
3. causing the Company to issue an aggregate of 1,500,000 common shares of
the Company as to 250,000 common shares within 5 days of signing of this
Bulletin, 250,000 common shares on or before May 31, 2010, 250,000 common
shares on or before May 31, 2011, 250,000 common shares on or before May
31, 2012 and 500,000 common shares on or before May 31, 2013.
Teck Peru may exercise its back-in right to acquire an additional 11%
interest (resulting in a 60% Teck Peru interest and 40% KoriTambo
interest) by making a cash payment of up to US$2 million and incurring
additional expenditures based on the amounts contributed by KoriTambo at
the time the back-in right is exercised. If Teck Peru does not exercise
its back-in right KoriTambo will have the option of increasing its
interest in the Zafranal property to 60% by paying Teck Peru US$5,000,000,
following which, if Teck Peru elects not to participate in funding its 40%
interest, KoriTambo will have the option of acquiring a 100% interest in
the Zafranal property, subject to a 1% net smelter return royalty payable
to Teck Peru, by paying Teck Peru an additional US$15,000,000 as an
advance against the royalty.
TSX-X
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APPALACHES RESOURCES INC. ("APP")
BULLETIN TYPE: Warrant Price Amendment, Warrant Term Extension
BULLETIN DATE: June 2, 2009
TSX Venture Tier 1 Company
Number of Warrants: 1,400,000
Original Expiry Date of
Warrants: June 18, 2009
New Expiry Date of Warrants: June 30, 2011
Original Exercise Price of
Warrants: $0.20
New Exercise Price of
Warrants: $0.20 until June 30, 2009. After June 30,
2009, the exercise price will be adjusted
monthly to be equal to the higher of $0.20 and
the average market price during the preceding
month. We refer to the Company's news release
of May 29, 2009, for more information on the
adjusted exercise price.
These Warrants were issued pursuant to a private placement of 2,800,000
shares with 1,400,000 share purchase warrants attached, which was accepted
for filing by the Exchange effective January 3, 2008.
Number of Warrants: 1,850,000
Original Expiry Date of
Warrants: June 30, 2009
New Expiry Date of Warrants: June 30, 2011
Original Exercise Price of
Warrants: $0.20
New Exercise Price of
Warrants: $0.20 until June 30, 2009. After June 30,
2009, the exercise price will be adjusted
monthly to be equal to the higher of $0.20
and the average market price during the
preceding month. We refer to the Company's
news release of May 29, 2009, for more
information on the adjusted exercise price.
These Warrants were issued pursuant to a private placement of 3,237,500
shares with 1,850,000 share purchase warrants attached, which was accepted
for filing by the Exchange effective January 4, 2008.
RESSOURCES APPALACHES INC. ("APP")
TYPE DE BULLETIN : Modification du prix d'exercice de bons de
souscription, Prolongation de bons de souscription
DATE DU BULLETIN : Le 2 juin 2009
Societe du groupe 1 de TSX Croissance
Nombre de bons : 1 400 000
Date d'echeance initiale
des bons : Le 18 juin 2009
Nouvelle date d'echeance
des bons : Le 30 juin 2011
Prix d'exercice des bons
a l'origine : 0,20 $
Nouveau prix d'exercice
des bons : 0,20 $ jusqu'au 30 juin 2009. Apres le 30 juin
2009, le prix d'exercice sera ajuste
mensuellement pour etre egal au plus eleve de
0,20 $ et le cours moyen du mois precedent.
Nous referons au communique de presse de la
societe du 29 mai 2009, pour de plus amples
renseignements relativement au prix d'exercice
ajuste.
Ces bons de souscription ont ete emis dans le cadre de l'emission de 2 800
000 actions ordinaires et 1 400 000 bons de souscription par le biais d'un
placement prive, tel qu'accepte par Bourse de croissance TSX le 3 janvier
2008.
Nombre de bons : 1 850 000
Date d'echeance initiale
des bons : Le 30 juin 2009
Nouvelle date d'echeance
des bons : Le 30 juin 2011
Prix d'exercice des bons
a l'origine : 0,20 $
Nouveau prix d'exercice
des bons : 0,20 $ jusqu'au 30 juin 2009. Apres le 30 juin
2009, le prix d'exercice sera ajuste
mensuellement pour etre egal au plus eleve de
0,20 $ et le cours moyen du mois precedent.
Nous referons au communique de presse de la
societe du 29 mai 2009, pour de plus amples
renseignements relativement au prix d'exercice
ajuste.
Ces bons de souscription ont ete emis dans le cadre de l'emission de 3 237
500 actions ordinaires et 1 850 000 bons de souscription par le biais d'un
placement prive, tel qu'accepte par Bourse de croissance TSX le 4 janvier
2008.
TSX-X
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ARCHANGEL DIAMOND CORPORATION ("AAD")
BULLETIN TYPE: Halt
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Effective at 12:24 p.m. PST, June 2, 2009, 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.
TSX-X
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CONPOREC INC. ("CNX")
BULLETIN TYPE: Delist
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Further to the Company's news release dated March 25, 2009, the common
shares of Conporec Inc. (the "Company") will be delisted from TSX Venture
Exchange effective at the close of business on June 2, 2009. The delisting
of the Company's shares results from the completion of an Amended Plan of
Transaction and Arrangement dated March 30, 2009 (the "Plan"), pursuant to
the Companies' Creditors Arrangement Act. The Plan involves the
cancellation of all the issued and outstanding shares of the Company.
CONPOREC INC. ("CNX")
TYPE DE BULLETIN : Retrait de la cote
DATE DU BULLETIN : Le 2 juin 2009
Societe du groupe 2 de TSX Croissance
Suite au communique de presse de la societe emis le 25 mars 2009, les
actions ordinaires de Conporec inc. (la "societe") seront retirees de la
cote de Bourse de croissance TSX a la fermeture des affaires le 2 juin
2009. Le retrait de la cote des actions de la societe survient suite a la
prise d'effet d'un plan de transaction et d'arrangement amende, date du 30
mars 2009 (le "Plan"), adopte selon les termes de la Loi sur les
arrangements avec les creanciers des compagnies. Le Plan comprend
notamment l'annulation de toutes les actions emises et en circulation de
la societe.
TSX-X
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CPVC BROMONT INC. ("BBB.P")
BULLETIN TYPE: Regional Office Change
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Pursuant to Policy 1.2, TSX Venture Exchange has been advised of and has
accepted the Company's request to change its regional office from
Montreal, Quebec to Calgary, Alberta.
CPVC BROMONT INC. ("BBB.P")
TYPE DE BULLETIN : Changement de bureau regional
DATE DU BULLETIN : Le 2 juin 2009
Societe du groupe 2 de TSX Croissance
En vertu de la Politique 1.2, Bourse de croissance TSX a ete avisee et a
accepte la demande de la societe pour le changement de son bureau regional
de Montreal, Quebec a Calgary, Alberta.
TSX-X
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DIAMOND HAWK MINING CORP. ("DMD")
BULLETIN TYPE: Halt
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Effective at the open, June 2, 2009, trading in the shares of the Company
was halted for failure to pay annual sustaining fees.
TSX-X
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DIAMOND HAWK MINING CORP. ("DMD")
BULLETIN TYPE: Halt, Correction, Resume Trading
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
CORRECTION:
Further to the TSX Venture Exchange Bulletin dated June 2, 2009, trading
in the shares of the Company resumed at 11:30 a.m. EST, trading having
been halted in error.
TSX-X
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EARTHWORKS INDUSTRIES INC. ("EWK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced April 21, 2009 and amended May
19, 2009:
Number of Shares: 2,900,000 shares
Purchase Price: $0.25 per share
Warrants: 2,900,000 share purchase warrants to purchase
2,900,000 shares
Warrant Exercise Price: $0.50 for an 18-month period
Number of Placees: 25 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P / # of Shares
Dean Duke P 105,000
Julie Catling P 25,000
Giulio Bonifacio Y 52,500
David Atkinson Y 80,000
Finder's Fee: $30,000 in cash payable to Canaccord Capital
Corp.
$15,000 in cash payable to Dundee Securities
Corp.
$3,750 in cash payable to Cat Brokerage AG.
9,713 units payable to Haywood Securities Corp.
7,350 units payable to Steve Misener
10,500 units payable to Murray Fitzpatrick
Each unit has the same terms as those in the
above private placement.
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.)
TSX-X
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ENQUEST ENERGY SERVICES CORP. ("ENQ")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: June 2, 2009
TSX Venture Tier 1 Company
Further to the TSX Venture Exchange Bulletin dated May 7, 2009, the
Exchange has been advised that the Cease Trade Order issued by the Alberta
Securities Commission on May 7, 2009 has been revoked.
Effective at the opening Wednesday, June 3, 2009, trading will be
reinstated in the securities of the Company.
TSX-X
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GA CAPITAL CORP. ("GAC.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Further to the Company's press release dated June 1, 2009, effective at
the opening Wednesday, June 3, 2009, the common shares of the Company will
resume trading, its proposed Qualifying Transaction having been
terminated.
TSX-X
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GOLDEN PACIFIC CAPITAL CORPORATION ("GPC.P")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Further to the Exchange's Bulletin of November 3, 2008 and the Company's
press release of January 9, 2009, the Company which is a Capital Pool
Company ('CPC') is required to complete a Qualifying Transaction ('QT') by
June 30, 2009.
The records of the Exchange indicate that the Company has not yet
completed a QT. If the Company fails to complete a QT by June 30, 2009,
the Company's trading status may be changed to a halt or suspension
without further notice, in accordance with Exchange Policy 2.4 Section
14.6.
TSX-X
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GRAND PEAK CAPITAL CORP. ("GPK")
(formerly Grand Peak Capital Corp. ("GPK.U")
BULLETIN TYPE: Conversion to Cdn$, Symbol Change
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
The Company has requested and TSX Venture Exchange has agreed to trade the
Company's shares in Cdn$ and to cease trading its shares in US$.
Effective at the opening Wednesday, June 3, 2009, the Company's symbol
will be changed from GPK.U to GPK. All bids and offers will be quoted in
Cdn$, and all trades will be settled in Cdn$. In addition, at the close of
business June 2, 2009, the Company's symbol of GPK.U will be removed.
Capitalization: Unlimited shares with no par value of which
13,966,702 shares are issued and outstanding
Escrowed Shares: Nil
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: GPK (new)
CUSIP Number: 38611W 10 0 (unchanged)
TSX-X
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ICON INDUSTRIES LIMITED ("ICN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Amendment
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated April 17, 2009, the
Exchange has accepted an amendment with respect to a property option
agreement. The Company will pay a finder's fee to Kevin Torudag for a
total of $95,000 ($56,250 payable immediately and the remainder payable
upon exercise of the option).
TSX-X
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MAGINDUSTRIES CORP. ("MAA")
BULLETIN TYPE: Halt
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Effective at 6:14 a.m. PST, June 2, 2009, 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.
TSX-X
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MAGINDUSTRIES CORP. ("MAA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Effective at 11:15 a.m. PST, June 2, 2009, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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ORACLE ENERGY CORP. ("OCL")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: June 2, 2009
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: 5,731,000
Original Expiry Date of
Warrants: June 4, 2009 (4,356,250) and July 2, 2009
(1,374,750)
New Expiry Date of Warrants: June 4, 2011 (4,356,250) and July 2, 2011
(1,374,750)
Exercise Price of Warrants: $0.20
These warrants were issued pursuant to a private placement consisting of
two tranches comprised of 4,356,250 shares with 4,356,250 share purchase
warrants attached, which was accepted for filing by the Exchange effective
June 3, 2008 and 1,374,750 shares with 1,374,750 share purchase warrants
attached, which was accepted for filing by the Exchange effective June 3,
2008 and June 27, 2008. In addition, there are 345,000 Agent's Warrants
which have also had their expiry date extended from June 4, 2009 to June
4, 2011.
TSX-X
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PLATO GOLD CORP. ("PGC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced May 7, 2009:
Number of Shares: 3,333,333 shares
Purchase Price: $0.03 per share
Number of Placees: 6 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P / # of Shares
Anthony Cohen Y 799,998
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.
TSX-X
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POWER TECH CORPORATION INC. ("PWB")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 295,133 common shares at a deemed price of $0.241 per share, in
order to settle an outstanding debt of $71,164. These shares are to be
issued as payment of accrued interest relating to a convertible debenture.
Number of Creditors: 1 creditor
The Company has issued a press release in connection with the Shares for
debt transaction, dated January 12, 2009.
CORPORATION POWER TECH INC. ("PWB")
TYPE DE BULLETIN : Emission d'actions en reglement d'une dette
DATE DU BULLETIN : Le 2 juin 2009
Societe du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepte le depot de la documentation de la
societe en vertu de l'emission proposee de 295 133 actions ordinaires au
prix repute de 0,241 $ l'action en reglement d'une dette de 71 164 $. Ces
actions seront emises en paiement d'interet couru relatif a une debenture
convertible.
Nombre de creanciers : 1 creancier
La societe a emis un communique de presse relativement a ce reglement de
dette en actions, date du 12 janvier 2009.
TSX-X
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PREMIUM EXPLORATION INC. ("PEM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced March 25, 2009:
Number of Shares: 6,739,000 shares
Purchase Price: $0.10 per share
Warrants: 6,739,000 share purchase warrants to purchase
6,739,000 shares
Warrant Exercise Price: $0.20 for a two year period
Number of Placees: 46 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P / # of Shares
Robert Komarechka Y 50,000
Del Steiner Y 980,000
Wilf Struck Y 300,000
Grant T. Smith Y 50,000
Lisa Maxwell Y 10,000
Barney G. Lee Portillo Y 50,000
Finder's Fee: $10,000 payable to PowerOne Capital Markets
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.)
TSX-X
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PRIMERA ENERGY RESOURCES LTD. ("PTT")
BULLETIN TYPE: Resume Trading, Private Placement-Non-Brokered, Property-
Asset or Share Purchase Agreement Company, Company Tier Reclassification
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Resume Trading:
Effective at the opening Wednesday, June 3, 2009, shares of the Company
will resume trading, an announcement having been made on May 29, 2009.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced April 30, 2008:
Number of Shares: 7,500,000 shares
Purchase Price: $0.20 per share
Warrants: 7,500,000 share purchase warrants to purchase
7,500,000 shares
Warrant Exercise Price: $0.20 for a two year period
$0.22 in the third year
Number of Placees: 5 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P / # of Shares
Primera Block WD-4 Limited Y 3,750,000
Philip Collins Y 1,435,000
Geffrey Leid Y 1,250,000
Patrick Acham Y 500,000
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.
Property-Asset or Share Purchase Agreement:
TSX Venture Exchange has accepted for filing documentation relating to a
non-arm's length letter of intent to farmin dated July 31, 2007. The
counterparty to the farmin is Primera Oil and Gas Limited, which is a
related party. The Company will pay 25% of the minimum exploration
expenditures to earn a 25% interest in the Cory Moruga Block, which is
located onshore in the south central area of Trinidad. The exploration
costs are estimated to be $8,000,000 for the 25% interest. Exploration
costs include the shooting of approximately 60 sq km of 3-D seismic
(currently ongoing) and the drilling of at least two wells testing for
natural gas from the deeper Herrera Sands.
Company Tier Reclassification:
In accordance with Policy 2.5, the Company has met the requirements for a
Tier 1 company. Therefore, effective June 3, 2009, the Company's Tier
classification will change from Tier 2 to:
Classification
Tier 1
TSX-X
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PUGET VENTURES INC. ("PVS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
the Second Tranche of a Non-Brokered Private Placement announced April 2,
2009 and amended April 24, 2009:
Number of Shares: 50,000 flow-through shares
Purchase Price: $0.40 per flow-through share
Warrants: 25,000 share purchase warrants to purchase
25,000 shares
Warrant Exercise Price: $0.60 for eighteen months
Number of Placees: 1 placee
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P # of Shares
Greg McKenzie P 50,000
Finders' Fees: $6,300 cash and 18,000 warrants (same terms as
above) payable to Haywood 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. 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.
TSX-X
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RESOLVE VENTURES INC. ("RSV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced April 15, 2009:
Number of Shares: 10,000,000 shares
Purchase Price: $0.075 per share
Warrants: 10,000,000 share purchase warrants to purchase
10,000,000 shares
Warrant Exercise Price: $0.10 for a two year period
Number of Placees: 21 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P # of Shares
Steve Brown P 10,000
D. Baker Capital Inc.
(David Baker) Y 1,000,000
Vivian Gu Y 50,000
Harvey Lawson Y 25,000
MCA Business Consulting
(Martin Auyeung) Y 40,000
Kosta Segounis P 20,000
Nick Segouins P 20,000
Robbie York P 10,000
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.
TSX-X
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SATURN MINERALS INC. ("SMI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 2, 2009
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 April 16,
2009:
Number of Shares: 2,330,000 flow through shares
3,793,000 non-flow through shares
Purchase Price: $0.11 per flow through share
$0.10 per non-flow through share
Warrants: 1,165,000 share purchase warrants attached to
flow through shares to purchase 1,165,000
shares at a price of $0.14 per share in the
first year and at a price of $0.17 per share
in the second year.
3,793,000 warrants attached to non-flow
through shares to purchase 3,793,000 shares
at a price of $0.12 per share in the first year
and at a price of $0.15 per share in the second
year.
Number of Placees: 50 placees
Insider / Pro Group Participation:
Insider equals Y /
Name ProGroup equals P / # of Shares
Bob Zarchekoff P 200,000 f/t
200,000 nft
Michael S. Elson Y 320,000 f/t
650,000 nft
Stan P. Szary Y 320,000 f/t
650,000 nft
Shayne Nyquvest Y 250,000 nft
Finders' Fees: Union Securities Ltd. receives $880 and 8,000
warrants
Canaccord Capital Corp. receives $14,150 and
132,500 warrants
Kim Hudson receives $1,880
Capital Street Group Investment Services, Inc.
receives $1,000 and 10,000 warrants
- Each finder's warrant is exercisable for one
share at a price of $0.12 per share in the
first year and at a price of $0.15 per share in
the second year.
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.)
TSX-X
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NEX COMPANIES
SAVARY CAPITAL CORP. ("SCA.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: June 2, 2009
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated April 29, 2009 effective at
the open, June 3, 2009, trading in the shares of the Company will remain
halted pending receipt and review of acceptable documentation regarding
the Qualifying Transaction pursuant to Listings Policy 2.4.
TSX-X
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ATTWELL CAPITAL INC. ("AT.H")
(formerly Fralex Therapeutics Inc. ("FXI.H"))
BULLETIN TYPE: Plan of Arrangement
BULLETIN DATE: June 2, 2009
NEX Company
Pursuant to articles of arrangement filed on June 1, 2009, Fralex
Therapeutics Inc. ('Fralex'), Attwell Capital Inc. (formerly 2201761
Ontario Inc.) ("Newco") and Baylis Medical Company Inc. have completed a
plan of arrangement under Section 182 of the Business Corporations Act
(Ontario). Fralex shareholders have passed special resolutions regarding
the Plan of Arrangement ("Arrangement") on May 26, 2009. The Arrangement
is summarized as follows:
- The founders of Fralex, Dr. Alex Thomas and Dr. Frank Prato (together,
the "Founders"), have received a license to use the current patents and
patent applications of Fralex for research and academic purposes. Fralex
has committed to providing $50,000 to the Lawson Research Institute
(contingent upon executing a research agreement with the Lawson Research
Institute), to assist the Founders in continuing their academic research;
- Fralex purchased for cancellation from the Founders 3,200,000 common
shares of Fralex ("Fralex Common Shares") for an aggregate purchase price
of $50,000;
- Fralex transferred all of its cash, short-term investments, other
current assets, all "non-core" assets and all liabilities to Newco, in
exchange for the issuance of a promissory note of Newco (the "Newco
Note"). Fralex retained all "core" assets, being those assets related to
its CNP therapy, and the related intellectual property;
- Each Fralex Shareholder exchanged each Fralex Common Share held by them
(excluding the 3,200,000 Fralex Common Shares held by the Founders which
were purchased for cancellation as indicated above) for one (1) common
share of Newco ("Newco Common Share") and cash consideration of $0.0001
(with minimum consideration of $0.01 payable to each Fralex Shareholder),
resulting in Fralex Shareholders owning 100% of the outstanding Newco
Common Shares and Fralex becoming a wholly-owned subsidiary of Newco;
- Newco purchased for cancellation the one (1) Newco Common Share
currently held by Fralex;
- Baylis acquired from Newco all of the issued and outstanding Fralex
Common Shares for cash consideration of $900,000 and the issuance of a
promissory note (the "Baylis Note") in an amount equal to the Newco Note;
and
- Newco assigned the Baylis Note to Fralex as payment in full of the Newco
Note.
For further information, please refer to Fralex's Information Circular
dated April 22, 2009.
As a result of the completion of the Arrangement, effective at the opening
Wednesday, June 3, 2009, the common shares of Attwell Capital Inc. will
commence trading on the NEX trading board of the TSX Venture Exchange, and
the common shares of Fralex will be delisted. The Company is classified as
a 'temporarily unclassified' company.
Post - Arrangement:
Capitalization: Unlimited shares with no par value of which
17,884,897 shares are issued and outstanding
Escrow: N/A
Transfer Agent: Computershare Investor Services Inc. (Toronto)
Trading Symbol: AT.H (new)
CUSIP Number: 04987Q 10 1 (new)
TSX-X
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EMERGENCE RESORT CANADA INC. ("ERS.H")
BULLETIN TYPE: Delist
BULLETIN DATE: June 2, 2009
NEX Company
Effective at the close of business Tuesday, June 2, 2009, the common
shares will be delisted from TSX Venture Exchange at the request of the
Company.
The Company will continue to trade on CNSX.
TSX-X
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