TSX VENTURE COMPANIES:
ADCORE CAPITAL INC. ("ACR.P")
BULLETIN TYPE: Halt
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at the opening, March 3, 2010, trading in the shares of the
Company was halted at the request of the Company, pending an announcement;
this regulatory halt is imposed by Investment Industry Regulatory
Organization of Canada, the Market Regulator of the Exchange pursuant to
the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
TSX-X
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ADCORE CAPITAL INC. ("ACR.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 12:29 p.m., PST, March 3, 2010 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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AFRICA WEST MINERALS CORP. ("AFW")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated March 2, 2010 with
respect to the private placement of 1,150,000 units at a price of $0.06
per unit, the 1,150,000 share purchase warrants are exercisable into
1,150,000 common shares at $0.10 per share for a two year period, not a
one year period. The accelerated exercise provision remains unchanged.
TSX-X
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ALDERON RESOURCE CORP. ("ADV")
(formerly Alderon Resource Corp. ("ALD"))
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Consolidation,
Symbol Change, Private Placement-Non-Brokered, Company Tier
Reclassification
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. has accepted for filing documentation in
connection with an acquisition agreement (the "Agreement") dated December
15, 2009 between Alderon Resources Inc. (the "Company") and 0860132 B.C.
Ltd ("Privco") pursuant to which the Company agreed to acquire all of the
issued and outstanding Privco Share (the "Privco Acquisition") in
consideration of the issuance of 5,000,000 post Consolidation shares of
the Company to the shareholder of Privco being Mark J. Morabito.
In connection with the Privco Acquisition, Alderon and Privco entered into
an assignment agreement, together with Altius Resources Inc. ("Altius"),
whereby Alderon agreed to assume all of Privco's rights and obligations
under an option agreement (the "Altius Option Agreement") between Altius
and Privco dated November 2, 2009 under which Privco has an option (the
"Altius Option") to acquire a 100% interest in the Kamistiatusset iron ore
project (the "Property") in western Labrador. Altius is a wholly owned
subsidiary of Altius Minerals Corporation (TSX:ALS).
The exercise of the Altius Option is subject to the following remaining
conditions:
1. The expenditure by the Company within 12 months after the date of the
Altius Option Agreement of at least $1,000,000 in connection with the
exploration of the Property;
2. Within 24 months after the date of the Altius Option Agreement, the
Company must make cumulative expenditures in connection with the
exploration of the Property either: i) of at least $5,000,000, or ii) of
at least $2,500,000 and a cash payment to Altius of the difference between
$5,000,000 and the actual expenditures incurred in connection with the
exploration of the Property during that 24 month period; and
3. The issuance of 31,779,081 post Consolidation common shares of the
Company to Altius on the closing of the exercise of the Altius Option.
This number of shares will be subject to adjustment in the event that any
stock options or warrants are granted by the Company at a post-Share
Consolidation price of $1.49 per share or less, prior to the closing of
the exercise of the Altius Option such that the number of options or
warrants will be added in determining the number of the Company's shares
issuable to Altius.
Insider / Pro Group Participation: None. At the time the transaction was
agreed to, the Company was at arm's length to Privco and Altius.
The Exchange has been advised that the above transactions have received
shareholder approval. For additional information refer to the Filing
Statement dated February 24, 2010 available under the Company's profile on
SEDAR.
Consolidation, Symbol Change:
Pursuant to a special resolution passed by shareholders December 8, 2009,
the Company has consolidated its capital on a 2 old for 1 new basis (the
"Consolidation") and has subsequently increased its authorized capital.
The name of the Company has not been changed.
Effective at the opening Thursday, March 4, 2010, the common shares of the
Company will commence trading on TSX Venture Exchange on a consolidated
basis. The Company is classified as a 'Mineral Exploration/Development'
company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
34,279,081 shares are issued and outstanding
Escrow 5,000,000 shares are subject to a 18 month
staged escrow release
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: ADV (new)
CUSIP Number: 01434P 20 7 (new)
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced December 3, 2009:
Number of Shares: 10,000,000 shares
Purchase Price: $0.15 per share
Number of Placees: 37 placees
Finders' Fees: Delano Capital Corp. - 500,000 Finder's
Warrants that are exercisable into common
shares at $0.15 per share for a one year
period.
Axemen Resource Capital Ltd. - 500,000
Finder's Warrants that are exercisable into
common shares at $0.15 per share 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.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced January 15, 2010:
Number of Shares: 10,000,000 shares
Purchase Price: $1.00 per share
Number of Placees: 104 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Patrick Wong P 10,000
Marion Nelson P 50,000
Natgar Capital Y 20,500
Gary Winters P 15,000
Steve Wright P 15,000
Eugene Lei P 20,000
Kenneth Gillis P 40,000
Harry Pokrandt P 45,000
Ron D'Ambrosio P 20,000
Elizabeth Falconer P 25,000
Roger Poirier P 37,500
Darren Wallace P 37,500
Chris Roy P 37,500
Kevin Williams P 37,500
Philip Du Toit P 5,000
Canisco Investments P 125,000
Kyle McLean P 10,000
Tim Sorensen P 25,000
Robert P. Chalmers P 25,000
Derek Webb P 25,000
Graham Saunders P 50,000
Finders' Fees: Delano Capital Corp. - $226,500 and 226,500
Finder's Warrants that are exercisable into
common shares at $1.00 per share for a one
year period.
Axemen Resource Capital Ltd. - $195,000 and
195,000 Finder's Warrants that are
exercisable into common shares at $1.00 per
share for a one year period.
PI Financial Corp. - $24,000 and 24,000
Finder's Warrants that are exercisable into
common shares at $1.00 per share 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.
Company Tier Reclassification:
In accordance with Policy 2.5, the Company has met the requirements for a
Tier 1 company. Therefore, effective at the opening Thursday, March 4,
2010, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
TSX-X
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ANDEAN AMERICAN MINING CORP. ("AAG")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue an aggregate of 100,000 bonus shares at a deemed price of $0.40 per
share to a lender in consideration of short term bridge loan in the amount
of $200,000.
Pathfinder Ventures Corporation will be paid a 2.5% finder's fee in the
amount of 12,500 common shares at a deemed price of $0.40 per share.
TSX-X
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ANGLO SWISS RESOURCES INC. ("ASW")
BULLETIN TYPE: Property-Asset or Share Purchase Agreements
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in connection
with the following:
1. An Option Agreement dated January 21, 2010 between the Company and
Thomas Cherry whereby the Company has been granted an option to acquire a
100% interest in the Gold Hill property that is located near Nelson,
British Columbia. The aggregate consideration for the property is $50,000
that is payable over a four year period. The Company will purchase the
entire 2% Net Smelter Return for 15,000 common shares.
2. An Option Agreement dated December 12, 2009 between the Company and
49er Creek Gold Corp. (David Wallach) whereby the Company has been granted
an option to acquire a 100% interest in the 49er Creek Gold property that
is located near Nelson, British Columbia. The aggregate consideration is
$750,000 and a minimum of 1,600,000 common shares by the fourth
anniversary of the date of the agreement. The parties may elect the cash
payments totaling $530,000 that are payable in the second, third and
fourth year to be paid 50% in cash and 50% in common shares subject to
further Exchange review and acceptance. The deemed value per share will be
calculated based on the weighted average trading price of the Company's
shares for the 20 most recent trading days preceding the anniversary dates
as specified subject to a floor price of not less than $0.2775, the
Discounted Market Price as of the date of the announcement.
TSX-X
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BAYSWATER URANIUM CORPORATION ("BYU")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, March 3, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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BLING CAPITAL CORP. ("BLI.P")
BULLETIN TYPE: Halt
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 8:55 a.m. PST, March 3, 2010, trading in the shares of the
Company was halted at the request of the Company, pending an announcement;
this regulatory halt is imposed by Investment Industry Regulatory
Organization of Canada, the Market Regulator of the Exchange pursuant to
the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
TSX-X
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BRIONOR RESOURCES INC. ("BNR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with
respect to a Non-Brokered Private Placement announced on January 8, 2010:
Number of Shares: 6,000,000 common shares
Purchase Price: $0.10 per share
Warrants: 6,000,000 warrants to purchase a maximum of
6,000,000 common shares
Warrant Exercise Price: $0.15 per share for a period of 24 months
Insider / Pro Group Participation:
Insider = Y /
Name Pro Group = P Number of shares
John McBride Y 1,250,000
Thorsen-Fordyce Merchant
Capital Inc. (Lewis Lawrick) Y 1,250,000
Robert Boisjolie Y 550,000
Robert Ayotte Y 500,000
Denis Amoroso P 250,000
The Company has confirmed the closing of the above-mentioned Private
Placement by way of a news release dated February 12, 2010.
RESSOURCES BRIONOR INC. ("BNR")
TYPE DE BULLETIN : Placement prive sans l'entremise d'un courtier
DATE DU BULLETIN : Le 3 mars 2010
Societe du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepte le depot de la documentation en vertu
d'un placement prive sans l'entremise d'un courtier, tel qu'annonce le 8
janvier 2010 :
Nombre d'actions : 6 000 000 d'actions ordinaires
Prix : 0,10 $ par action
Bons de souscription : 6 000 000 de bons de souscription permettant
de souscrire a un maximum de 6 000 000
d'actions ordinaires
Prix d'exercice des bons : 0,15 $ par action pendant une periode de 24
mois
Initie / Participation Groupe Pro :
Initie = Y /
Nom Groupe Pro = P Nombre d'actions
John McBride Y 1 250 000
Thorsen-Fordyce Merchant
Capital Inc. (Lewis Lawrick) Y 1 250 000
Robert Boisjolie Y 550 000
Robert Ayotte Y 500 000
Denis Amoroso P 250 000
La societe a confirme la cloture du placement prive precite par voie d'un
communique de presse date du 12 fevrier 2010.
TSX-X
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CMC METALS LTD. ("CMB")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced August 21, 2009, as amended
January 29, 2010 and February 8, 2010:
Number of Shares: 1,728,000 shares
Purchase Price: $0.20 per share
Warrants: 1,728,000 share purchase warrants to purchase
864,000 shares
Warrant Exercise Price: $0.25 for a one year period
Number of Placees: 19 placees
Finders' Fees: $3,717 payable to Bolder Investment Partners
Ltd.
$8,000 payable to Wolverton Securities Ltd.
$3,150 payable to Virilian Communications
$700 payable to Canaccord Capital Corporation
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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CONSOLIDATED ENVIROWASTE INDUSTRIES INC. ("CWD")
BULLETIN TYPE: Delist
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
Effective at the close of business March 3, 2010, the common shares will
be delisted from TSX Venture Exchange pursuant to the Plan of Arrangement
between the Company and James Darby, Douglas Halward and 0865273 BC Ltd.
TSX-X
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GOLDEN DORY RESOURCES CORP. ("GDR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced February 2, 2010 and February
19, 2010:
Number of Shares: 4,601,500 flow-through shares
7,608,500 non-flow-through shares
Purchase Price: $0.13 per flow-through share
$0.12 per non-flow-through share
Warrants: 7,608,500 share purchase warrants to purchase
7,608,500 shares
Warrant Exercise Price: $0.20 for a two year period
Number of Placees: 38 placees
Finders' Fees: $53,903 payable to Trademark Capital Finance
Corporation
$20,844.60 and 173,705 broker warrants
payable to Northern Securities Inc.
$27,411 and 224,490 broker warrants payable
to Dundee Securities
$3,626 and 29,750 broker warrants payable to
Canaccord Wealth Management
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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HONEY BADGER EXPLORATION INC. ("TUF")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of
the following warrants:
Private Placement:
# of Warrants: 8,000,000
Original Expiry Date of
Warrants: March 7, 2010
New Expiry Date of Warrants: March 7, 2013
Exercise Price of Warrants: $0.10
These warrants were issued pursuant to a private placement of 8,000,000
shares with 8,000,000 share purchase warrants attached, which was accepted
for filing by the Exchange effective March 11, 2008.
TSX-X
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INTERGOLD LTD. ("IGO.A")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at the opening, March 3, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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KIERLAND CAPITAL CORPORATION ("KLD.P")
BULLETIN TYPE: Notice - QT Not Completed - Approaching 24 Months of
Listing
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
The shares of the Company were listed on TSX Venture Exchange on April 3,
2008. The Company, which is classified as a Capital Pool Company ('CPC'),
is required to complete a Qualifying Transaction ('QT') within 24 months
of its date of listing, in accordance with Exchange Policy 2.4.
The records of the Exchange indicate that the Company has not yet
completed a QT. If the Company fails to complete a QT by its 24-month
anniversary date of April 5, 2010, 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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KODIAK EXPLORATION LIMITED ("KXL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Amendment
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated March 3, 2008, the Exchange
has accepted a revised number of shares to be issued under the option
agreement dated January 31, 2008 between Kodiak Exploration Limited (the
'Company') and Geomode Mineral Exploration Ltd. (Belkis Reyes), whereby
the Company has been granted an option acquire up to a 100% interest in
ten mineral claims located in the Northern Mining District of
Saskatchewan.
The Company is required to either pay an additional $250,000 in cash or
issue shares having an aggregate market value of $250,000 (previously
stated as a maximum 89,670 shares) by March 3, 2010. The Company intends
to satisfy the $250,000 payment in shares and the Exchange has accepted
that a greater number of shares may be issued. The Company will issue a
total of 581,396 shares.
All other terms noted in the previous Bulletin remain unchanged.
TSX-X
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MAESTRO VENTURES LTD. ("MAP")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 3, 2010
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: 6,026,250
Original Expiry Date of
Warrants: April 11, 2010
New Expiry Date of Warrants: April 11, 2013
Exercise Price of Warrants: $0.30
These warrants were issued pursuant to a private placement of 6,000,000
shares with 6,000,000 share purchase warrants attached, which was accepted
for filing by the Exchange effective April 8, 2008. There are an
additional 26,250 warrants outstanding pertaining to a finder's fee for
which the expiry date is also extended to April 11, 2013.
TSX-X
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NEWCASTLE MINERALS LTD. ("NCM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an option letter agreement
dated January 2, 2010, amended January 26, 2010, and further amended
February 8, 2010 between Newcastle Minerals Ltd. (the 'Company') and
Mhakari Gold Corp. (a private Ontario company), whereby the Company will
acquire up to a 100% interest in 19 mineral claims, known as Pickle Lake
#1, covering approximately 9,600 acres located in Connell, Dona Lake and
Ponsford Townships in northwestern Ontario.
In order to earn an 80% interest in the property the Company must pay
$40,000 in cash and issue 1,000,000 shares. In order to earn the remaining
20% interest the Company must issue an additional 350,000 shares and
350,000 warrants (exercisable for two years at a 10% premium to the market
price at the time of issuance) of the Company.
In addition, there is a 3% net smelter return relating to the acquisition.
The Company may at any time purchase 1.75% of the net smelter return for
$2,000,000 in order to reduce the total net smelter return to 1.25%.
TSX-X
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NORTHERN SHIELD RESOURCES INC. ("NRN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced December 24, 2009:
Number of Shares: 2,780,000 shares
Purchase Price: $0.125 per share
Number of Placees: 19 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Ian Bliss Y 160,000
Steven Brougham P 160,000
Andrew Frank P 160,000
Kevin Sullivan P 160,000
Finder's Fee: Deacon and Company - $ 18,000 cash and
144,000 broker warrants
Each broker warrant is exercisable at a price
of $0.17 per share until June 24, 2011.
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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NOVUS ENERGY INC. ("NVS")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to an
Amalgamation Agreement between Novus Energy Inc. ( the "Company") and an
arm's length private company ("PrivateCo") through the amalgamation of
PrivateCo with a wholly-owned subsidiary of the Company (the "Agreement").
Under the terms of the Agreement, each common share of PrivateCo has been
exchanged for 0.49 of a Company share. A total of 18,666, 211 shares were
issued at a deemed price of $0.91 per share.
TSX-X
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ORO GOLD RESOURCES LTD. ("OGR")
BULLETIN TYPE: Halt
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, March 3, 2010, trading in the shares of the
Company was halted at the request of the Company, pending an announcement;
this regulatory halt is imposed by Investment Industry Regulatory
Organization of Canada, the Market Regulator of the Exchange pursuant to
the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
TSX-X
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ORO GOLD RESOURCES LTD. ("OGR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 8:00 a.m., PST, March 3, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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PARK LAWN INCOME TRUST ("PLC.UN")
BULLETIN TYPE: Halt
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
Effective at 6:14 a.m. PST, March 3, 2010, trading in the shares of the
Company was halted at the request of the Company, pending an announcement;
this regulatory halt is imposed by Investment Industry Regulatory
Organization of Canada, the Market Regulator of the Exchange pursuant to
the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
TSX-X
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PETRO UNO RESOURCES LTD. ("PUP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to a
Share Sale Agreement (the "Agreement") between Petro Uno Resources Ltd.
(the "Company"), Renegade Petroleum Ltd. ("Renegade") and a private
company (the "Vendor") located in Saskatchewan. Under the terms of the
joint venture, the Company and Renegade will jointly participate in a
number of farm in agreements. The purchase price of $5,700,000 will be
satisfied by Renegade paying $4,500,00 cash and the Company issuing
2,000,000 common shares at a deemed price of $0.60 per share.
TSX-X
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QUANTUM RARE EARTH DEVELOPMENTS CORP. ("QRE")
(formerly Butler Resource Corp. ("BTD"))
BULLETIN TYPE: Name Change
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Pursuant to a resolution passed by directors February 22, 2010, the
Company has changed its name as follows. There is no consolidation of
capital.
Effective at the opening March 4, 2010, the common shares of Quantum Rare
Earth Developments Corp. will commence trading on TSX Venture Exchange and
the common shares of Butler Resource Corp. will be delisted. The Company
is classified as a 'Resource' company.
Capitalization: Unlimited shares with no par value of which
22,638,492 shares are issued and outstanding
Escrow: Nil
Transfer Agent: Computershare Investor Services
Trading Symbol: QRE (new)
CUSIP Number: 74766B 10 4 (new)
TSX-X
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RAINY RIVER RESOURCES LTD. ("RR")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Brokered Private Placement announced February 1, 2010 and February 19,
2010:
Number of Shares: 11,114,000 shares
Purchase Price: $4.95 per share
Warrants: 5,557,000 share purchase warrants to purchase
5,557,000 shares
Warrant Exercise Price: $7.10 for a two year period
Number of Placees: 61 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Brian Clouse P 12,500
James G. Grinnell Y 5,000
Agents' Fees: Wellington West Capital Markets Inc. (lead
underwriter) receives $1,650,429
Genuity Capital Markets receives $742,693
Canaccord Financial Ltd. receives $742,693
Sandfire Securities Inc. receives $165,043
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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RARE EARTH METALS INC ("RA")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation
pertaining to an option and joint venture agreement dated February 8, 2010
between Playfair Mining Ltd and Rare Earth Metals Inc. (the 'Company')
pursuant to which the Company has an option to acquire a 51% interest in
and to size claim licenses in the Red Wine Property in Labrador. Total
consideration consists of $70,000 in cash payments, 150,000 shares of the
Company, and $500,000 in work expenditures as follows:
CUMULATIVE
DATE CASH SHARES WORK EXPENDITURES
On approval $15,000 20,000 nil
Year 1 $15,000 30,000 $100,000
Year 2 $20,000 50,000 $200,000
Year 3 $20,000 50,000 $200,000
Upon the company exercising the option in full, the parties shall enter
into a joint venture agreement. In the event that either party's is
diluted to a 10% interest, that party's interest shall automatically
convert to a 2.0% NSR, the joint venture will terminate and the remaining
party shall have the right to acquire, at any time, 1% of the NSR for
$1,000,000.
TSX-X
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RARE EARTH METALS INC. ("RA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation
pertaining to an option and joint venture agreement dated February 8, 2010
between Cornerstone Capital Resources Inc. and Rare Earth Metals Inc. (the
'Company') pursuant to which the Company has an option to acquire a 51%
interest in and to 155 claims in the Letitia Lake Property located in west
central Labrador. Total consideration consists of $40,000 in cash
payments, 80,000 shares of the Company, and $350,000 in work expenditures
as follows:
CUMULATIVE
DATE CASH SHARES WORK EXPENDITURES
On approval $10,000 20,000 nil
Year 1 $10,000 20,000 $50,000
Year 2 $20,000 40,000 $150,000
Year 3 nil nil $350,000
Upon the Company exercising the option in full, the parties shall enter
into a joint venture agreement. In the event that either party is diluted
to a 10% interest, that interest will convert to a 2% net smelter return
royalty, the joint venture will terminate and the remaining party shall
have the right to acquire, at any time 1% of the NSR for $1,000,000.
TSX-X
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RICHMOND MINERALS INC. ("RMD")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement:
Convertible Debenture CDN$100,000
Conversion Price: Convertible into units consisting of one
common share and one common share purchase
warrant at $0.10 of principal amount per
unit.
Maturity date: One year from closing
Warrants Each common share purchase warrant is
exercisable into one common share at $0.10
for a one year period.
Interest rate: 10% per annum
Number of Placees: 1 placee
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / Principal Amount
Sarasin Capital L.P. P CDN$100,000
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company
must issue a news release announcing the closing of the private placement
and setting out the expiry dates of the hold period(s). The Company must
also issue a news release if the private placement does not close
promptly.
TSX-X
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ROCKCLIFF RESOURCES INC. ("RCR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to
an option agreement (the "Agreement") dated February 23, 2010, between
Rockcliff Resources Inc. (the "Company") and an arm's length party (the
"Optionor"). Pursuant to the Agreement, the Company has the option to
acquire a 100% interest in the Deer 7, Reed 8, and Reed 9 properties (the
"Properties") located in central Manitoba.
To exercise the option, the Company must pay approximately $6,000 to the
provincial ministry to keep the Properties in good standing and issue an
aggregate of 100,000 shares to the Optionor. The Optionor shall retain a
2% net smelter return royalty (the "NSR") on the Properties. At any time,
the Company shall have the option to purchase 50% of the NSR from the
Optionor by making a cash payment of $500,000.
For further information, please refer to the Company's press release dated
February 23, 2010.
TSX-X
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ROCKCLIFF RESOURCES INC. ("RCR")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to
the amendment of an existing Option and Joint Venture Agreement, dated
February 21, 2008, between Pure Nickel Inc. (Toronto Stock Exchange: NIC)
(the "Optionor") and Rockcliff Resources Inc. (the "Company"), whereby the
Company has been granted an extension of time to earn up to a 70%
undivided interest in the Tower VMS property (the "Property"), located in
the Thompson Nickel Belt in Manitoba (the "Option").
In consideration of the extension, the Company will issue to the Optionor
1,250,000 common share purchase warrants, exercisable at $1.50 per share
for a period of the lesser of: (i) two years after the Company is able to
commence exploration of the Property, and (ii) February 21, 2013.
For further details, please refer to the Company's news releases dated
February 21, 2008 and March 2, 2010.
TSX-X
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ROCKY MOUNTAIN RESOURCES CORP. ("RKY")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced January 21, 2010:
Number of Shares: 1,199,999 shares
Purchase Price: $0.30 per share
Warrants: 1,199,999 share purchase warrants to purchase
1,199,999 shares
Warrant Exercise Price: $0.40 for a one year period
$0.40 in the second year; warrants expire on
August 26, 2011
Number of Placees: 4 placees
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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ROUTE1 INC. ("ROI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at the opening, March 3, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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SONOMAX TECHNOLOGIES INC. ("SHH")
(formerly Sonomax Hearing Healthcare Inc. ("SHH"))
BULLETIN TYPE: Plan of Arrangement, Substitutional Listing
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Pursuant to special resolutions passed by the securities holders of each
of Sonomax Hearing Healthcare Inc. (TSXV: SHH) ("Sonomax") and Benvest New
Look Income Fund (TSX: BCI.UN) ("Benvest") on February 26, 2010, Sonomax
and Benvest have completed, effective on March 2, 2010, a Plan of
Arrangement under Section 192 of the Canada Business Corporations Act.
The Plan of Arrangement provides that Sonomax shareholders will exchange
their Sonomax shares on a one-for-one basis for shares of a new
corporation, Sonomax Technologies Inc., as a result of which the current
shareholders of Sonomax will hold 100% of the outstanding shares of
Sonomax Technologies Inc. As part of the Plan of Arrangement, holders of
Sonomax's stock options, warrants and convertible promissory notes will
exchange their securities for identical securities of Sonomax Technologies
Inc. Sonomax Technologies Inc. will have the same board of directors and
management as Sonomax, and substantially the same operations and assets
but with an additional $1.74 million in cash, less the costs incurred in
connection with the Plan of Arrangement.
For further information regarding the impact of the Plan of Arrangement on
Benvest's securities holders, please refer to the Toronto Stock Exchange
bulletin dated March 2, 2010.
For further information regarding the Plan of Arrangement, please refer to
the Company's Information Circular dated January 29, 2010 that is
available on SEDAR.
It is understood that letters of transmittal were mailed to Sonomax's
shareholders on or about February 11, 2010 requesting them to deposit
their duly completed letter of transmittal together with their share
certificates of Sonomax Hearing Healthcare Inc. to Computershare Investor
Services Inc. at its principal offices in Toronto and Montreal, in order
to receive certificates representing common shares of Sonomax Technologies
Inc. to which they are entitled.
A total of 244,309,621 common shares of Sonomax Technologies Inc. will be
listed and posted for trading at the opening Thursday, March 4, 2010 under
the trading information set out below, in substitution for the currently
listed common shares of Sonomax Hearing Healthcare Inc.
Post - Arrangement:
Capitalization: Unlimited common shares with no par value of
which 244,309,621 shares are issued and
outstanding
Escrow: 0
Transfer Agent: Computershare Investor Services Inc -
Montreal, Toronto
Trading Symbol: SHH (unchanged)
CUSIP Number: 83563R 10 5 (new)
Company Contact: Mr. Michael Blank, Chief Financial Officer
Company Address: 8375 Mayrand Street
Montreal, Quebec H4P 2E2
Company Phone Number: (514) 932-2674
Company Fax Number: (514) 932-4994
Company Email Address: mblank@sonomax.com
Company Web site: www.sonomax.com
TECHNOLOGIES SONOMAX INC. ("SHH")
(anciennement : Sonomax sante auditive inc. (" SHH "))
TYPE DE BULLETIN : Arrangement, Inscription substitutionnelle
DATE DU BULLETIN : Le 3 mars 2010
Societe du groupe 2 de TSX Croissance
En vertu de resolutions extraordinaires adoptees le 26 fevrier 2010 par
les detenteurs de titres de Sonomax sante auditive inc. (TSX Croissance :
SHH) ("Sonomax") et de Le Fonds de revenu Benvest New Look Benvest (TSX :
BCI.UN) ("Benvest"), Sonomax et Benvest ont complete un plan
d'arrangement, en vigueur le 2 mars 2010, en vertu de la section 192 de la
Loi canadienne des societes par action.
En vertu du plan d'arrangement, les actionnaires de Sonomax echangeront
leurs actions de Sonomax sur une base d'une action de la nouvelle societe,
soit Technologies Sonomax inc., pour chaque action de Sonomax detenue.
Ainsi, les actionnaires actuelles de Sonomax detiendront 100 % des actions
emises et en circulation de Technologies Sonomax inc. De plus, les
detenteurs d'options incitatives, de bons de souscriptions et de notes
promissoires convertibles de Sonomax echangeront leurs titres pour des
titres identiques de Technologies Sonomax inc. Technologies Sonomax inc.
aura la meme direction et le meme conseil d'administration que Sonomax et
aura substantiellement les memes operations et actifs, a l'exception de
l'ajout d'un montant en especes representant 1 740 000 $, moins les coûts
relies a la realisation du plan d'arrangement.
Pour de plus amples renseignements au sujet de l'impact du plan
d'arrangement sur les detenteurs de titres de Benvest, veuillez vous
referer au bulletin de la Bourse de Toronto date du 2 mars 2010.
Pour de plus amples renseignements au sujet du plan d'arrangement,
veuillez referer a la circulaire de sollicitation de procuration de la
direction datee du 29 janvier 2010, qui est disponible sur SEDAR.
Nous comprenons que des lettres d'envoi ont ete transmises aux
actionnaires de Sonomax le ou vers le 11 fevrier 2010 leur demandant de
completer et signer la lettre d'envoi et de livrer celle-ci, ainsi que les
certificats representant les actions de Sonomax sante auditive inc. a
Services aux investisseurs Computershares Inc. a ses principaux bureaux de
Toronto et Montreal, afin de recevoir les certificats representant les
actions de Technologies Sonomax inc. auxquels ils ont droit.
Un total de 244 309 621 actions ordinaires de Technologies Sonomax inc.
seront inscrites et admises a la negociation a l'ouverture jeudi le 4 mars
2010 selon l'information de negociation decrite ci-dessous, en echange des
actions ordinaires de Sonomax sante auditive inc.
Post - Arrangement :
Capitalisation : Un nombre illimite d'actions ordinaires sans
valeur nominale, et dont 244 309 621 actions
sont emises et en circulation
Actions entiercees : 0
Agent des transferts : Services aux investisseurs Computershares
Inc. - Montreal & Toronto
Symbole au telescripteur : SHH (inchange)
Numero de CUSIP : 83563R 10 5 (nouveau)
Contact de la societe : Mr. Michael Blank, Chef de la direction
financiere
Adresse de la societe : 8375, rue Mayrand
Montreal, Quebec H4P 2E2
Telephone de la societe : (514) 932-2674
Telecopieur de la societe : (514) 932-4994
Courriel de la societe : mblank@sonomax.com
Site Web de la societe : www.sonomax.com
TSX-X
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SPANISH MOUNTAIN GOLD LTD. ("SPA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced February 10, 2010:
Number of Shares: 15,152,000 shares
Purchase Price: $0.33 per share
Warrants: 15,152,000 share purchase warrants to
purchase 15,152,000 shares
Warrant Exercise Price: $0.42 for a three year period
Number of Placees: 28 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Ian Watson Y 4,142,000
Brian Groves Y 180,000
Larry Yau Y 84,545
Dale Corman Y 1,515,000
Jim Slater (Artemis
Management Services Ltd.) Y 3,440,000
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.
TSX-X
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TOUCHDOWN RESOURCES INC. ("TDW")
(formerly Touchdown Capital Inc. ("TDW"))
BULLETIN TYPE: Name Change
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Pursuant to a resolution passed by directors on February 23, 2010, the
Company has changed its name as follows. There is no consolidation of
capital.
Effective at the opening March 4, 2010, the common shares of Touchdown
Resources Inc. will commence trading on TSX Venture Exchange, and the
common shares of Touchdown Capital Inc. will be delisted. The Company is
classified as a 'Mineral Exploration/Development' company.
Capitalization: Unlimited shares with no par value of which
18,100,000 shares are issued and outstanding
Escrow: 4,500,000 escrowed shares
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: TDW (UNCHANGED)
CUSIP Number: 89156B 10 0 (new)
TSX-X
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TRELAWNEY MINING AND EXPLORATION INC. ("TRR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 3, 2010
TSX Venture Tier 2 Company
Effective at 8:45 a.m., PST, March 3, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
TSX-X
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