TSX VENTURE COMPANIES:
BARD VENTURES LTD. ("CBS")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in connection
with a Purchase and Sale Agreement dated November 29, 2010 between Brian
Fowler, Patrick Dick and Harold Griggs (the "Optionors") and the Company
whereby the Company has been granted an option to acquire a 100% undivided
right, title and interest in the Jackfish Lake property that is located
east of Terrace Bay, Ontario in the Thunder Bay Mining Division.
Consideration is $100,000, 600,000 common shares (200,000 to each Optionor)
and $400,000 in exploration expenses over a five year period. The Company
granted a 2% Net Smelter Return to the Optionors with an option to buy back
1% and will assume a 1% Net Smelter Return granted to the Ontario
Exploration Corporation.
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BOLERO RESOURCES CORP. ("BRU")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an
Option Agreement (the "Agreement") dated December 3, 2010, between Bolero
Resources Corp. (the "Company"), and Alix Resources Corp. - a TSX Venture
listed company (the "Vendor"), whereby the Company can acquire up to a 80%
interest in certain mining claims (the "Cougar Property"), located 80km
northeast of Prince George, BC.
Under the terms of the Agreement, the Company will earn an 80% interest in
the Property my making aggregate cash payments of $20,000 and issuing
200,000 common shares to the Vendor.
For further details, please refer to the Company's news release dated
December 9, 2010.
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BRAVO GOLD CORP. ("BVG")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 10, 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: 3,600,000
Original Expiry
Date of Warrants: December 12, 2010
New Expiry Date of Warrants: December 12, 2013
Exercise Price of Warrants: $0.40
These warrants were issued pursuant to a private placement of 3,600,000 non
flow-through shares with 3,600,000 share purchase warrants attached, which
was accepted for filing by the Exchange effective December 15, 2008.
Private Placement:
# of Warrants: 550,000
Original Expiry
Date of Warrants: December 12, 2010
New Expiry Date of Warrants: December 12, 2013
Exercise Price of Warrants: $0.48
These warrants were issued pursuant to a private placement of 550,000
shares with 550,000 share purchase warrants attached, which was accepted
for filing by the Exchange effective December 15, 2008.
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BRIXTON METALS CORPORATION ("BBB")
(formerly Marksmen Capital Inc. ("MKS.P"))
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private
Placement - Non Brokered, Name Change, Reinstated for Trading, CORRECTION
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Further to the bulletin dated December 6, 2010, wherein the TSX Venture
Exchange accepted for filing the Company's Qualifying Transaction described
in its Information Circular dated November 19, 2010, the number of issued
and outstanding shares should have been shown as 21,147,779 shares.
Capitalization: Unlimited shares with no par value of which
21,147,779 shares are issued and outstanding
Escrow: 1,660,000 Shares subject to 36-month staged
release escrow under the CPC Escrow Agreement
8,530,805 shares issued to shareholders of
Brixton Metals Corp. who are now principals of
the company are subject to a 36-month staged
release escrow under a Form 5D Surplus Escrow
Agreement
The rest of the terms remain unchanged.
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CADMAN RESOURCES INC. ("CUZ.H")
(formerly Cadman Resources Inc. ("CUZ.P"))
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain
Suspended
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
In accordance with TSX Venture Policy 2.5, the Company has not maintained
the requirements for a TSX Venture Tier 2 company. Therefore, effective
Monday, December 13, 2010, the Company's listing will transfer to NEX, the
Company's Tier classification will change from Tier 2 to NEX, and the
Filing and Service Office will change from Vancouver to NEX.
As of December 13, 2010, the Company is subject to restrictions on share
issuances and certain types of payments as set out in the NEX policies.
The trading symbol for the Company will change from CUZ.P to CUZ.H. There
is no change in the Company's name, no change in its CUSIP number and no
consolidation of capital. The symbol extension differentiates NEX symbols
from Tier 1 or Tier 2 symbols within the TSX Venture market.
Further to the TSX Venture Exchange Bulletin dated July 13, 2010, trading
in the Company's securities will remain suspended. 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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CANTERRA MINERALS CORPORATION ("CTM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreements
BULLETIN DATE: December 10, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation in connection
with three separate Purchase Option Agreements dated December 2, 2010
between the Company and Perry Vern English, for an on behalf of Rubicon
Minerals Corporation (the "Optionor") whereby the Company has been granted
options to acquire the Hornet property and the Boxer property, which are
located in the Kenora Mining Division and the Drake & Essex properties
which are located in the Patricia Mining Division. Consideration is as
follows:
Hornet Property: $121,000 over a four year period and 200,000
common shares in the first year.
Boxer Property: $96,000 over a four year period and 200,000
common shares in the first year.
Drake & Essex Properties: $195,000 over a four year period and 400,000
common shares over a three year period.
The Optionor will retain a 2% NSR on each of the Drake, Essex and Hornet
properties of which the Company shall have the option to buy back one-half
of each NSR at any time after exercising the option for $1,000,000 subject
to further Exchange review and acceptance. In the case of the Boxer
property, the Optionor will retain a 1.5% NSR with the Issuer having the
right to buy back one-half at any time after exercising its options for
$750,000 subject to further Exchange review and acceptance.
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CLEANFIELD ALTERNATIVE ENERGY INC. ("AIR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 540,250 shares to settle outstanding debt for $64,830.
Number of Creditors: 2 Creditors
The Company shall issue a news release when the shares are issued and the
debt extinguished.
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CORSA CAPITAL LTD. ("CSO")
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered,
Company Tier Reclassification, Resume Trading
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing Corsa Capital Ltd.'s (the
"Company") Reverse Takeover (the "RTO") and related transactions, all as
principally described in its filing statement dated November 24, 2010 (the
"Filing statement"). The RTO includes the following matters, all of which
have been accepted by the Exchange.
1. Acquisition of Wilson Creek Energy, LLC:
On August 16, 2010 the Company entered into an Agreement and Plan of Merger
(the "Definitive Agreement") with:
-- Wilson Creek Holdings, Inc. (wholly-owned subsidiary of the Company)
-- Wilson Creek Mergerco, LLC ("Merger Sub") (a wholly-owned subsidiary of
Wilson Creek Holdings Inc.)
-- Wilson Creek Energy, LLC ("Wilson Creek")
-- Curtis Mears, Robin Mears, Stephen Meehan, Michael M. Svonavec, John J.
Svonavec, Kerry Mears, Joseph Gallo ("Selling Members")
-- ICS Energy Group LLC, Godin Bros. Inc., and Svonavec, Inc. ("Vendors")
Pursuant to the Definitive Agreement, the Company agreed to acquire 100% of
the membership interests in Wilson Creek, a Pennsylvania limited liability
company through the merger of Merger Sub with Wilson Creek to form
Surviving Entity.
Upon completion of the merger, all Membership Interests (ordinary
membership interest units of Wilson Creek) converted into Preferred
Interests of Surviving Entity, which Wilson Creek Holdings, Inc. acquired
from the Selling Members, in consideration for the issuance by the Company
of:
1. an aggregate of 52,570,204 Common Shares; and
2. a cash payment of $11,545,295 (US$10,943,408 x 1.055).
Upon completion of the RTO, Surviving Entity became a wholly owned
subsidiary of Wilson Creek Holdings, Inc., which is a wholly owned
subsidiary of the Company.
Wilson Creek's coal properties are comprised of twelve projects including
three producing mines. (Acosta, Quarry, Cramer, Hemminger, Plant Mine,
Hamer, Hastings, Acosta Underground, Bando, Spory, Pittsburgh-Kovalchik and
Winner) which are evaluated and discussed in the Technical Report (the
"Coal Properties"). The Coal Properties consist of land owned in fee (in
respect of the Wilson Creek Coal Preparation Plant), land and coal mineral
rights under leases or options to lease (in respect of ten of the twelve
projects), the right to mine (in respect of the Quarry Mine) and an option
to purchase from Westpenn the coal mineral rights for the Pittsburgh
Kovalchik Property.
Insider / Pro Group Participation: None. At the time the transaction was
agreed to, the Company was at arm's length to Wilson Creek, the Selling
Members and the Vendors.
The Exchange has been advised that the Company's acquisition of Wilson
Creek and the related transactions have received shareholder approval and
have been completed. For additional information refer to the Filing
Statement and the Company's news release dated December 9, 2010 which are
both available under the Company's profile on SEDAR.
2. Private Placement-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to
a Brokered Private Placement announced August 16, 2010:
Number of Shares: 154,319,800 shares
Purchase Price: $0.45 per share
Number of Placees: 228 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Bank Julius Baer & Co Ltd. Y 18,889,000
(Zebra Holdings and Investments
S.a.r.l - wholly owned by the
Lundin Family Trust)
Bank Julius Baer & Co Ltd. Y 18,889,000
(Lorito Holdings S.a.r.l - wholly
owned by the Lundin Family Trust)
Donald Charter Y 556,000
Robert Scott Y 556,000
Patrick Connolly Y 223,000
Irma Benner (Colin Benner) Y 555,500
Agents' Fees: Cormark Securities Inc. received a cash
commission of $998,267.55, an advisory fee of
$450,000 (satisfied by the issuance of
1,000,000 common shares) and 2,218,372 broker
warrants ("Broker Warrants") each exercisable
to acquire one common share at an exercise
price of $0.50. GMP Securities Ltd. received a
cash commission of $998,267.55 and 2,218,372
Broker Warrants.
Canaccord Genuity Corp. received a cash
commission of $427,828.95 and 950,731 Broker
Warrants.
Haywood Securities Inc. received a cash
commission of $427,828.95 and 950,731 Broker
Warrants.
3. Company Tier Reclassification:
In accordance with Policy 2.5, the Company has met the requirements for a
Tier 1 company. Therefore, effective December 13, 2010, the Company's Tier
classification will change from Tier 2 to:
Classification
Tier 1
The Company is classified as a 'Natural Resource Exploration' company.
Capitalization: Unlimited shares with no par value of which
232,616,771 shares are issued and outstanding
Escrow: 52,570,204 shares subject to an 18 month
staged escrow release
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: CSO (unchanged)
CUSIP Number: 220402 10 1 (unchanged)
4. Resume Trading:
Effective at the opening Monday, December 13, 2010, trading in the shares
of the Company will resume.
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DREXEL CAPITAL CORP. ("DX.P")
BULLETIN TYPE: Halt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at 6:05 a.m. PST, December 10, 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.
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ECOMETALS LIMITED ("EC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 309,672 shares at a price of $0.15 per share and 309,672 share
purchase warrants to settle outstanding debt for $46,451.
Number of Creditors: 1 Creditor
Warrants: 309,672 share purchase warrants to purchase
309,672 shares
Warrant Exercise Price: $0.25 for a two year period
The Company shall issue a news release when the shares are issued and the
debt extinguished.
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EL TIGRE SILVER CORP. ("ELS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced November 10, 2010 and November
29, 2010:
Number of Shares: 10,000,000 shares
Purchase Price: $0.25 per share
Warrants: 10,000,000 share purchase warrants to purchase
10,000,000 shares
Warrant Exercise Price: $0.40 in the first year
$0.55 in the second year
Number of Placees: 24 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Joe Da Silva P 25,000
Noel Chow-How P 25,000
Brad Birarda P 920,000
Tumer Bahcheli P 320,000
Bob Verhelst P 40,000
Robert Sali P 900,000
Eymann Investment Corp.
(John Eymann) P 100,000
David Taylor P 40,000
Steven Cook P 100,000
Wade Anderson Y 50,000
Sprott Asset Management Y 3,500,000
Finders' Fees: $54,250 cash payable to Carson Seabolt
$12,600 cash and 50,400 shares payable to
Mackie Research Capital Corp.
$10,500 cash and 42,000 shares payable to DD
Mercantile Corp. (David Doherty)
$10,500 cash and 42,000 shares payable to
Jennings Capital Inc.
$8,050 cash and 32,200 shares payable to Union
Securities Ltd.
$700 cash and 2,800 shares payable to Capital
Street Group (David Taylor)
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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GEM INTERNATIONAL RESOURCES INC. ("GI")
BULLETIN TYPE: Halt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at 11:46 a.m. PST, December 10, 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.
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GOLD BULLION DEVELOPMENT CORP. ("GBB")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a
Selling Agreement between Gold Bullion Development Corp. (the "Company")
and D2D3 Group (the "Vendor"), whereby the Company is acquiring a 100%
interest in and to four mining properties known as the Granada South West
Property, Beauchastel Syenite Property, the Kekeko South Property and the
Adanac Extension Property (collectively the "Properties"). In
consideration, the Company will pay a total of $200,000 ($50,000 upon
signing of the agreement and $150,000 on or before the fifth business day
after this bulletin) and issue 2,900,000 common shares to the Vendor
(1,700,000 shares on or before the tenth business day after this bulletin,
900,000 shares on or before Nov. 22, 2011, and 300,000 shares on or before
Nov. 22, 2012). The Company must also expend $200,000 in exploration
expenditures on the Properties before Nov. 22, 2011.
The Properties are subject to a 2% NSR and is payable to Sementiou Inc. The
Company has the right to purchase 50% of the NSR at any time for
$1,000,000.
Insider / Pro Group Participation: N/A
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HEATHERDALE RESOURCES LTD. ("HTR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced November 15, 2010:
Number of Shares: 7,889,500 shares
Purchase Price: $1.00 per share
Warrants: 7,889,500 share purchase warrants to purchase
7,889,500 shares
Warrant Exercise Price: $1.20 for an eighteen month period
Number of Placees: 52 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Patrick R. Smith Y 25,000
David J. Copeland Y 100,000
Sharon Gardiner Y 10,000
Rene G. Carrier Y 25,000
Xenia Kritsos Y 5,000
Judy Thomson Y 7,500
Lena Brommeland Y 30,000
Ron Thiessen Y 25,000
Finders' Fees: $60,000 payable to Haywood Securities Inc.
$15,000 payable to Leede Financial Markets
Inc.
$15,000 payable to Raymond James Ltd.
$96,000 payable to Trimark 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.
(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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KEY GOLD HOLDING INC. ("KGH")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at the opening, December 10, 2010, shares of the Company resumed
trading, an announcement having been made over StockWatch.
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KLONDIKE GOLD CORP. ("KG")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
the first tranche of a Brokered Private Placement announced November 8,
2010:
Number of Shares: 4,176,000 shares
Purchase Price: $0.20 per share
Warrants: 2,088,000 share purchase warrants to purchase
2,088,000 shares
Warrant Exercise Price: $0.25 for a three year period
Number of Placees: 9 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Kerry Cho P 125,000
Roberto Chu P 75,000
C. Channing Buckland P 500,000
Bolder Opportunities II LP Y 1,500,000
Agents' Fees: $12,912 and 64,560 Broker Warrants payable to
Redplug Capital
$43,400 and 217,000 Broker Warrants payable to
Haywood Securities Inc.
$18,856 and 94,280 Broker Warrants payable to
M Partners
- Each Broker Warrant is exercisable into one
common share at an exercise price of $0.20 for
a two 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.
(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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MICREX DEVELOPMENT CORP. ("MIX")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of
the following warrants:
# of Warrants: 2,484,900
Original Expiry
Date of Warrants: December 29, 2009 and extended to
December 29, 2010
New Expiry Date of Warrants: December 29, 2011
Exercise Price of Warrants: $0.15
These warrants were issued pursuant to a private placement, which was
accepted for filing by the Exchange effective December 31, 2008.
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MPH VENTURES CORP. ("MPS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
the second and final tranche of a Non-Brokered Private Placement announced
November 4, 2010 and November 26, 2010:
Number of Shares: 9,280,000 shares
Purchase Price: $0.05 per share
Warrants: 9,280,000 share purchase warrants to purchase
9,280,000 shares
Warrant Exercise Price: $0.10 for a three year period
Number of Placees: 24 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
858795 BC Ltd. (Shane Nyquvest) P 300,000
Dallas Fahy P 200,000
Jeff Findler P 1,100,000
David S. Kearns P 250,000
Al Morishita P 200,000
Morquest Trading Co
(Al Morishita/Shayne Nyquvest) P 400,000
Brian Paes-Braga P 100,000
Finders' Fees: $750 cash and 225,000 units payable to
Canaccord Capital Corporation
$4,125 cash payable to Leede Financial Markets
Inc.
The units payable to Canaccord Capital Corporation are each comprised of
one share and one warrant and have the same terms as the subscriber's units
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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NEVADA SUNRISE GOLD CORPORATION ("NEV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced November 5, 2010:
Number of Shares: 2,000,000 shares
Purchase Price: $0.20 per share
Warrants: 2,000,000 share purchase warrants to purchase
2,000,000 shares
Warrant Exercise Price: $0.30 for a two year period. If the Company's
shares trade at a price greater than $0.50 for
a period of 10 consecutive trading days or
longer, the Company may, upon notice to the
warrant holder, reduce the exercise period of
the warrants from 30 days from the date of
notice.
Number of Placees: 24 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Allan Gold P 20,000
K. Tsirigotis P 30,000
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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NORTHQUEST LTD. ("NQ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation
pertaining to an Option Agreement (the "Agreement") dated December 2, 2010,
between Northquest Ltd. (the "Company") and an arm's-length party (the
"Vendor"), whereby the Company can earn a 100% interest in certain mining
claims (the "Pistol Bay Property") and a 100% interest in certain
additional mining claims (the "Supplemental Claims') should title be
awarded to the Vendor. The aforementioned claims are located in Nunavut
Territory, Canada.
Under the terms of the Agreement, the Company can earn a 100% interest in
the Pistol Bay Property by making an initial cash payment of CDN$50,000,
issuing 500,000 common shares, issuing CDN$750,000 worth of common shares
or cash over a two year period, and incurring cumulative exploration
expenditures of CDN$1,000,000 over a one year period.
The Company can earn a 100% interest in the Supplemental Claims by making
an initial cash payment of CDN$50,000, issuing 500,000 common shares,
issuing CDN$750,000 worth of common shares or cash over a two year period,
and incurring cumulative exploration expenditures of CDN$1,000,000 over a
one year period.
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OCEAN PARK VENTURES CORP. ("OCP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an option agreement dated
November 29, 2010 between Ocean Park Ventures Corp. (the 'Company') and
Constantine Metal Resources Ltd. (a TSX Venture listed company)
('Constantine'), whereby the Company will acquire up to a 70% interest in
the Trapper gold property located in the Atlin mining division in northern
British Columbia.
In order to order to earn a 50% interest in the property, total
consideration consists of $100,000 in cash payments, 1,000,000 shares of
the Company, and $4,750,000 in work expenditures as follows:
CASH SHARES WORK EXPENDITURES
By December 15, 2011 $ 100,000 100,000 $ 750,000
By December 15, 2012 $ 0 200,000 $ 500,000
By December 15, 2013 $ 0 300,000 $ 1,000,000
By December 15, 2014 $ 0 400,000 $ 2,500,000
In order to order to earn an additional 20% interest in the property, for a
total 70% interest the Company must issue an additional 500,000 shares of
the Company by December 15, 2015 and spend an additional $5,000,000 in
exploration expenditures by December 15, 2017.
Once the Company has earned a 50% interest in the property the Company and
Constantine will enter into a joint venture to further develop the
property. If at any time a party's interest in the joint venture is reduced
to below 10%, it shall be deemed to have conveyed its interest
proportionately to the other party in consideration of the right to receive
a 2% net smelter royalty if gold is below US$1,000 per ounce and 3% if it
is above. The other party may purchase one half of the net smelter return
and a right of refusal on the other half for $2,500,000.
In addition, there is a pre-existing 2.5% net smelter royalty relating to
the underlying property. The Company may at any time purchase 1% of the net
smelter return for $500,000 in order to reduce the total net smelter return
to 1.5%.
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OTIS GOLD CORP. ("OOO")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a purchase agreement dated
November 24, 2010 with respect to acquiring a 100% interest in the Kilgore
Gold project between Otis Gold Corp. (the 'Company') and Bayswater Uranium
Corporation ('Bayswater') and Kilgore Gold Company (a wholly owned
subsidiary of Bayswater), whereby the Company has formalized its agreement
in principle dated June 4, 2008 with respect to acquiring a 75% interest in
the property that was accepted for filing by TSX Venture Exchange by way of
a Bulletin dated July 14, 2008.
The original cash consideration of US$200,000 has been paid and under the
formalized agreement the Company is now obligated to pay an additional
US$1,750,000 over a twelve month period. The share consideration of
3,500,000 shares has been amended so that the Company is now obligated to
issue 3,300,000 shares, of which 1,300,000 shares have already been issued,
leaving a total of 2,000,000 shares still to be issued under the new
agreement, which will be subject to a two-year pooling arrangement. The
original work expenditures of US$3,000,000 remain unchanged and have been
completed.
The previous 2% net smelter return relating to the acquisition has been
eliminated.
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PACIFIC BAY MINERALS LTD. ("PBM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced November 4, 2010:
Number of Shares: 3,945,476 flow through shares
6,015,000 non-flow through shares
Purchase Price: $0.105 per flow through share
$0.08 per non-flow through share
Warrants: 1,972,738 share purchase warrants attached to
flow through shares to purchase 1,972,738
shares
6,015,000 share purchase warrants attached to
non-flow through shares to purchase 6,015,000
shares
Warrant Exercise Price: $0.15 for a one year period
$0.25 in the second year
Number of Placees: 23 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Guilford Brett Y 100,000 f/t
David H. Brett Y 30,000 f/t
Finders' Fees: Limited Market Dealer Inc. receives $23,019
and 201,904 non-transferable options, each
exercisable at a price of $0.105 for a two
year period for one unit with terms as above.
Canaccord Genuity Corp. receives $5,995.50 and
87,200 non-transferable options, each
exercisable at a price of $0.105 for a two
year period for one unit with terms as above.
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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PROBE RESOURCES LTD. ("PBR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at 8:30 a.m., PST, December 10, 2010, shares of the Company
resumed trading, an announcement having been made over StockWatch.
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RIDGEMONT IRON ORE CORP. ("RDG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: December 10, 2010
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:
Number of Shares: 2,000,000 flow through shares
Purchase Price: $0.60 per share
Number of Placees: 4 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Stan Bharti Y 166,344
Kamaljit Gill Y 83,333
Finder's Fee: Axemen Resources Capital Ltd. Receives
$12,502.20 and 62,513 shares.
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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ROME RESOURCES LTD. ("RMR")
BULLETIN TYPE: Halt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at 7:58 a.m. PST, December 10, 2010, trading in the shares of the
Company was halted pending contact with the Company; 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.
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SANGOMA TECHNOLOGIES CORPORATION ("STC")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised by the Company that pursuant to a
Notice of Intention to make a Normal Course Issuer Bid dated December 8,
2010, it may repurchase for cancellation up to 1,517,140 common shares in
its own capital stock. The purchases are to be made through the facilities
of TSX Venture Exchange during the period December 14, 2010 to December 13,
2011. Purchases pursuant to the bid will be made by GMP Securities L.P. on
behalf of the Company.
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SEARCH MINERALS INC. ("SMY")
BULLETIN TYPE: Halt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Effective at 6:12 a.m. PST, December 10, 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.
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SEARCH MINERALS INC. ("SMY")
BULLETIN TYPE: Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to
a Non-Brokered Private Placement announced September 30, 2010 and October
26, 2010:
Number of Shares: 2,000,000 flow through shares
Purchase Price: $0.50 per share
Warrants: 2,000,000 share purchase warrants to purchase
2,000,000 shares
Warrant Exercise Price: $0.80 for a one year period
$1.00 in the second year
Number of Placees: 4 placees
Finder's Fee: Limited Market Dealer Inc. receives $45,000
and 144,000 non-transferable warrants, each
exercisable for one share at a price of $0.80
in the first year and $1.00 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.)
Trading in the shares of the Company will remain halted.
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SEREBRA LEARNING CORPORATION ("SLC")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Further to the bulletin dated December 9, 2010, TSX Venture Exchange has
been advised of 2 additional insiders with respect to a Non-Brokered
Private Placement announced November 5, 2010:
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Albert Sicignano Y 300,000
Macquarie Private Wealth
(ITF Annette Savage) P 533,333
Canacord Genuity (Clive Stockdale) P 300,000
The rest of the terms remain unchanged.
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SG SPIRIT GOLD INC. ("SG")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 1,592,282 shares at a deemed price of $0.30 to settle outstanding
debt for $477,685.26.
Number of Creditors: 4 Creditors
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price
Creditor Progroup=P / Owing per Share # of Shares
Richard W. Grayston Y $ 63,794.6 $0.30 212,648
Gregory M. Ewonus Y $317,362.13 $0.30 1,057,873
Merlin Petroleum
Services Ltd.
(Gregory M. Ewonus) Y $ 36,175.54 $0.30 120,585
RPM Development Corp.
(Dawn Ewonus) Y $ 60,352.99 $0.30 201,176
The Company shall issue a news release when the shares are issued and the
debt extinguished.
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SUNSET COVE MINING INC. ("SSM")
(formerly Numine Resources Ltd. ("NMR.P"))
BULLETIN TYPE: Qualifying Transaction-Completed, Reinstated for Trading,
Name Change, New Symbol
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing the Company's Qualifying
Transaction described in its Filing Statement dated November 15, 2010. As a
result, at the opening on Monday, December 13, 2010, the Company will no
longer be considered a Capital Pool Company. The Qualifying Transaction
includes the following:
-- the acquisition of all shares of Sunset Cove Mining Inc. The Company
will issue one Numine common share for each security of Sunset Cove
outstanding, for a consideration of 30,365,101 Shares and 19,285,550
Warrants of the Company.
Finder's fees of 1,000,000 shares and 28,000 warrants will be issued to the
following arm's length parties in connection with the Transaction:
-- 500,000 shares to Varshney Capital Corp.;
-- 500,000 shares to 567868 BC Ltd. (Clifford B. Mah);
-- 20,000 warrants to Rob Ross; and
-- 8,000 warrants to Ivano Veschini.
Each Finder's fee warrant is exercisable for one share at $0.25 for an 18
month period.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Lorne Woods Y 440,000
Marc Blais Y 440,000
Andre Blais Y 410,000
The Exchange has been advised that the above transaction has been
completed.
Reinstated for Trading:
Further to TSX Venture Exchange Bulletin dated October 25, 2010, the
Company has now completed its Qualifying Transaction.
Effective at the opening on Monday, December 13, 2010, trading will be
reinstated in the securities of the Company.
In addition, the Exchange has accepted for filing the following:
Name Change:
Pursuant to a resolution passed by directors of the Company on November 23,
2010, the Company has changed its name to Sunset Cove Mining Inc. The
Company has changed its symbol. There is no consolidation of capital.
Effective at the opening on Monday, December 13, 2010, the common shares of
Sunset Cove Mining Inc. will commence trading on TSX Venture Exchange, and
the common shares of Numine Resources Ltd. will be delisted. The Company is
classified as a 'Mineral Exploration' company.
Capitalization: Unlimited shares with no par value of which
35,565,101 shares are issued and outstanding
Escrow: 8,900,001 shares held by principles will be
subject to 36 month escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: SSM (new)
CUSIP Number: 867703100 (new)
Company Contact: Lorne Woods
Company Address: 320 Bay Street, Suite 1600,
Toronto, ON, M5H 4A6
Company Phone Number: (416) 900-2884
Company Email Address: lwoods@sunsetcove.com
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TERRA FIRMA RESOURCES INC. ("TFR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 150,000 shares at a deemed price of $0.20 per share to settle
outstanding debt for $30,000.
Number of Creditors: 1 Creditor
The Company shall issue a news release when the shares are issued and the
debt extinguished.
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URODYNAMIX TECHNOLOGIES LTD. ("URO")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: December 10, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an
agreement dated July 2, 2010 between the Company and HEGLN (Dalian)
Pharmaceuticals Inc., pursuant to which the Company will dispose of the
majority of its assets (uroNIRS Products) for $2,010,000.
Further information is available in the Company's news releases dated July
8, 2010 and December 6, 2010 and the Management Information Circular
available on SEDAR.
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