VANCOUVER, Nov. 4, 2016 /CNW/ -

TSX VENTURES COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  November 3, 2016
TSX Venture Company

A  Cease Trade Order has been issued by the Alberta Securities Commission on November 3, 2016 against the following companies for failing to file the documents indicated within the required time period:

 

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  November 3, 2016
NEX Company

A Cease Trade Order has been issued by the Alberta Securities Commission on November 3, 2016 against the following company for failing to file the documents indicated within the required time period:

 

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  November 3, 2016
TSX Venture Companies

A Cease Trade Order has been issued by the British Columbia Securities Commission on November 3, 2016 against the following companies for failing to file the documents indicated within the required time period:

 

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  November 3, 2016
TSX Venture Companies

A  Cease Trade Order has been issued by the Ontario Securities Commission on November 3, 2016 against the following companies for failing to file the documents indicated within the required time period:

 

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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ALSET ENERGY CORP. ("ION")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche a Non-Brokered Private Placement announced October 6, 2016:

 

 

 

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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ARGENTINA LITHIUM & ENERGY CORP. ("LIT")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Amendment
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

Further to the bulletin dated October 31, 2016, TSX Venture Exchange has been advised that the consideration payable in connection with the Company option to acquire a 100% interest in the Arizaro Property located in Los Andes Department, Salta Province, Republic of Argentina should have been in US currency as follows:  US$6,000,000 payable in tranches over a four year period and exploration expenditures totaling US$4,200,000 over a three year period.

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ARKADIA CAPITAL CORP. ("AKC.H")
[formerly Arkadia Capital Corp. ("AKC.P")]
BULLETIN TYPE:  Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

In accordance with TSX Venture Exchange Policy 2.4, Capital Pool Companies, the Company has not completed a qualifying transaction within the prescribed time frame. Therefore, effective Monday, November 7, 2016, 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 Toronto to NEX.

As of November 7, 2016, 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 AKC.P to AKC.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 bulletin dated November 26, 2013, trading in the shares of the Company will remain suspended. Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

TSX-X

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BENZ MINING CORP. ("BZ.H")
[formerly Benz Mining Corp. ("BZ")]
BULLETIN TYPE:  Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE:  November 4, 2016
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 at the opening on Monday, November 7, 2016, 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 November 7, 2016, 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 BZ to BZ.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.

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CALIFORNIA GOLD MINING INC. ("CGM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 25, 2016:

    

 

 

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). 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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CHIMATA GOLD CORP. ("CAT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 28, 2016:

 

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.

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COLOMBIAN MINES CORPORATION ("CMJ")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Purchase Agreement with Robert David Russell, Liann K Russell and Rocky Mountain Mining LLC (Robert and Liann Russell, collectively the "Vendors") dated August 24, 2016, whereby the Company will purchase certain claims located in Aurora, Colorado.  In consideration, the Company will issue 200,000 common shares and 1,700,000 share purchase warrants exercisable at $0.17 per share for two years, $0.30 per share for the third year and $0.45 per share for the remaining two years for a term of five years.

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GARIBALDI RESOURCES CORP. ("GGI")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") accepts for filing documentation pursuant to a Purchase Agreement dated October 18, 2016 (the "Agreement"), between the Company and an arm's length vendor ("Vendor"), whereby the Company will acquire 2 mineral tenures located in the Laird Mining Division, comprising of approximately 89 hectares, known as the E&L south & north claims (the "Property"). 

The Company has purchased a 100% right, title and interest in the Property. In consideration for the transaction, the company will issue 75,000 common shares to the Vendor,.

For further details, please see the Company's press release dated October 28, 2016.

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GOLD RESERVE INC. ("GRZ")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

Effective at 11:45 a.m. PST, November 4, 2016, shares of the Company resumed trading, an announcement having been made.

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LATTICE BIOLOGICS LTD. ("LBL")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: November 4, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 100,000 shares at a deemed price of $0.245, in consideration of certain services provided to the company pursuant to an agreement dated January 7, 2016.

The Company shall issue a news release when the shares are issued.

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MANITOK ENERGY INC. ("MEI")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 1 Company

TSX Venture Exchange (the "Exchange") accepts the documentation pursuant to the Asset Purchase and Sale Agreement (the "Agreement") dated September 29, 2016 with an arm's length private company, to acquire certain assets that averaged 1,934 boe/d of production. A majority of the assets are comprised of Cardium light oil and natural gas assets in the Willisden Green area of west central Alberta and the balance of assets are found in the Wildcat Hills and Enchant areas of Alberta (the "Assets"). The acquisition also includes approximately 90,000 acres of undeveloped land, and facilities in Willisden Green which include an emulsion handling facility and a natural gas compressor station.

Total consideration for the Acquisition is $13.5 million before closing adjustments, payable in a combination of cash and Units. The units will have a deemed value of $100 per each Unit issued. The total Unit consideration to be issued to the Vendor by Manitok shall be determined by Manitok, up to a maximum of $4.5 million of Units.

For any further information, please see the company's press releases dated September 29^th & October 31^st, 2016.

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MBAC FERTILIZER INC. ("MBC")("MBC.WT")
BULLETIN TYPE:  Plan of Arrangement, Consolidation, Delist - Warrants, Reinstatement for Trading
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

Plan of Arrangement:

The Company has completed the Canadian portion of its recapitalization transaction (the "Recapitalization") pursuant to an amended and restated plan of compromise and arrangement (the "CCAA Plan") under the Companies' Creditors Arrangement Act (Canada) dated September 14, 2016. The CCAA Plan was approved by affected unsecured creditors of the Company that voted, in person or by proxy, at a meeting held on September 20, 2016. The Ontario Superior Court of Justice (Commercial List) granted an order approving the CCAA Plan on October 3, 2016. In combination with the CCAA Plan, the Company and certain affiliates implemented a concurrent plan of arrangement under the Canada Business Corporations Act (the CBCA Plan: and together with the CCAA Plan, the "Plan"). As a result of the Plan:

• The Company completed a vertical amalgamation with two wholly-owned subsidiaries. The resulting entity ("MBAC Amalco") is named "MBAC Fertilizer Corp.".
• Common shares of MBAC Amalco ("Common Shares") issued and outstanding immediately prior to the implementation of the Plan were consolidated at a ratio of one (1) post-consolidation Common Share for each 100 pre-consolidation Common Shares.
• MBAC Amalco continued under the laws of the Cayman Islands.
• Zaff LLC (the "Plan Sponsor") transferred to MBAC Amalco its indirect interest in approximately U.S.$237million of secured and unsecured debt plus accrued interest owing by the Brazilian subsidiaries of the Company to the Plan Sponsor or its affiliates, in exchange for post-consolidation 34,291,400 Common Shares.
• The Plan Sponsor transferred to MBAC Amalco its indirect interest in (i) GB Minerals Ltd., a TSX Venture Exchange (the "TSXV") listed phosphate exploration company; and (ii) Stonegate Agricom Ltd., a TSX listed phosphate exploration company, in exchange for an aggregate of post-consolidation 9,569,760 Common Shares.
• The Plan Sponsor settled interim financing advanced by the Plan Sponsor in an aggregate principal amount of approximately US$11.4m, as well as the funding provided by the Plan Sponsor to satisfy cash distributions under the Plan in the amount of approximately C$700,000, in exchange for 6,012,986 Common Shares.
• Certain unsecured creditors of the Company elected to receive 5.5% of their claim in cash, or payment of their claim in full up to C$10,000.
• Certain unsecured creditors of the Company received a combination of Common Shares and restructured debt of MBAC Amalco, in the form of debentures ("Debentures"). Debentures mature in ten (10) years and, with respect to the principal amount thereof only, are convertible into Common Shares at a price per share equal to the greater of: (i) C$25.00; and (ii) if applicable, the closing market price of Common Shares on the TSXV for the most recent trading day preceding the eleventh business day following the date on which Common Shares commence trading on the TSXV, subject to TSXV approval. An aggregate of 463,826 Common Shares and C$3,691,217.81 in principal amount of Debentures were issued to such unsecured creditors. Assuming a conversion price of C$25.00 per Common Share, an additional 147,648 Common Shares are issuable on conversion of the Debentures.
• The warrants listed under symbol "MBC.WT" were cancelled.

 

In addition, up to an additional 1,074,965 Common Shares may be issued in the Company upon the conversion of securities to be issued in connection with the implementation of restructuring proceedings of certain of the Company's subsidiaries in Brazil.

Consolidation:

Pursuant to a step in the plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) dated September 14, 2016, the Company has consolidated its capital on a 100 old for 1 new basis. The name of the Company has not been changed. 

Effective at the opening on November 7, 2016, the common shares of the Company will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a ''Mining" issuer.

Delist - Listed Warrants

Effective at the close of business on November 4, 2016 the Company's listed common share purchase warrants listed under symbol MBC.WT will be delisted from TSX Venture Exchange. The warrants were cancelled pursuant to a step in the plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) dated September 14, 2016

The Company's common shares will trade on TSX Venture upon reinstatement.

Reinstatement for Trading:

Further to TSX Venture Exchange's Bulletins dated July 11, 2016, July 12, 2016 and August 9, 2016, trading in the securities of the Resulting Issuer will be reinstated for trading at the opening Monday, November 7, 2016.

In addition, the Exchange has accepted for filing the following:

 

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MINNOVA CORP. ("MCI")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 165,549 common shares to settle outstanding debt for $132,440.09.

                                               

For further information, please refer to the Company's news release dated October 21, 2016.

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ML GOLD CORP. ("MLG")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 8,450,000 shares to settle outstanding debt for $422,500.

 

Insider / Pro Group Participation:

 

For further information refer to the Company's news release dated September 2, 2016.

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MOSAIC CAPITAL CORPORATION ("M")("M.PR.A")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 1 Company

Effective at 6:45 a.m. PST, November 4, 2016, shares of the Company resumed trading, an announcement having been made.

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NOVA LEAP HEALTH CORP.  ("NLH")
[formerly Nova Leap Health Corp. ("NLH.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement-Non-Brokered, Convertible Debentures, Resume Trading
BULLETIN DATE: November 4, 2016
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 October 13, 2016. The closing of the Qualifying Transaction has occurred on October 25, 2016. As a result, at the opening on Monday, November 7, 2016, the Company will no longer be considered as a Capital Pool Company.

The Qualifying Transaction consists of the arm's length acquisition of all of the home care business assets of Northern Family Home Care Inc. in consideration of a cash payment of US$240,000.

The Company is classified as a "Community care facilities for the elderly " issuer (NAICS Number: 6233).

For further information, please refer to the Company's Filing Statement dated October 13, 2016, available on SEDAR.

Private Placement-Non-Brokered, Convertible Debentures:

TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement:

 

Insider / Pro Group Participation:          

 

 

A total of 1,250,000 common shares issuable pursuant to the convertible debentures are subject to an Exchange Tier 2 Value Escrow Agreement.

The Company has announced the closing of the Qualifying Transaction and the Private Placement in a press release dated October 27, 2016.

Resume Trading:

Further to TSX Venture Exchange Bulletin dated June 3, 2016, the Company has now completed its Qualifying Transaction.

Effective at the opening on Monday, November 7, 2016, trading will be reinstated in the securities of the Resulting Issuer (Nova Leap Health Corp.) (CUSIP: 66980G109).

 

The Exchange has been advised that the above transactions have been completed.

 

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PANORAMA PETROLEUM INC. ("PPA")
BULLETIN TYPE:  Company Tier Reclassification
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 1 Company

In accordance with Policy 2.5, the Company has not maintained the requirements for a Tier 1 company.  Therefore, effective Monday, November 7, 2016, the Company's Tier classification will change from Tier 1 to:

Classification

Tier 2

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PENDER GROWTH FUND INC. ("PTF")
[formerly PENDER GROWTH FUND (VCC) INC. ("PTF")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders July 12, 2016, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening November 7, 2016, the common shares of Pender Growth Fund Inc. will commence trading on TSX Venture Exchange, and the common shares of Pender Growth Fund (VCC) Inc. will be delisted. The Company is classified as an 'Investment' company.

 

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PINECREST RESOURCES LTD. ("PCR")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:

Private Placement:

 

These warrants were issued pursuant to a private placement of 18,000,000 shares with 18,000,000 share purchase warrants attached, which was accepted for filing by the Exchange effective December 2, 2014.

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PPX MINING CORP. ("PPX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 24, 2016:

 

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on October 13, 2016. [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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REGENT PACIFIC PROPERTIES INC. ("RPP")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing Regent Pacific Properties Inc.'s (the "Company's") proposal to issue 6,666,667 bonus common share purchase warrants ("Warrants") to Cassel Properties Ltd. ("Cassel"), a Non-Arms Length Party.  The Warrants are issued in consideration for a $2,000,000 loan to the Company from Cassel, along with an unsecured debenture (the "Debenture") in the principal amount of $2,000,000. The Debenture bears interest at a rate of 6½% per annum and matures 2 years from the date of issue.  The Warrants are exercisable for one common share of the Company at an exercise price of $0.30 for up to 2 years from date of issuance

Insider / Pro Group Participation:

 

 

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RJK EXPLORATIONS LTD. ("RJX.A")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 689,913 Class A to settle outstanding debt for $117,285.  $60,000 of the debt is owed to officers of the Company.

 

Insider / Pro Group Participation:

 

 

The Company shall issue a news release when the shares are issued and the debt extinguished.

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TASCA RESOURCES LTD. ("TAC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to the option agreement dated September 21, 2016 between the Company and Sydney Wilson whereby the Company can acquire a gold quartz property comprising 13 claim units (4,031 Hectares) located 35 km south of Princeton BC in consideration of $30,000, 2,000,000 common shares and $1,200,000 work commitments.

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TERRA NOVA ENERGY LTD. ("TGC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant to an agreement (the "Agreement") between Terra Nova Energy Ltd. (the "Company") and Perseville Investing Inc. ("Perseville"), a Non-Arms Length Party, whereby the Company will acquire a 30.833% working interest in petroleum exploration licences 112 and 444 (the "PELs") located on the western flank of the Cooper Eromanga basin in the state of South Australia, and a 1.47% gross overriding royalty interest on the PELs.  In consideration, the Company will issue to Perseville 40,000,000 common shares ("Shares") at a deemed price of $0.05 per Share.

Insider / Pro Group Participation:

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VANGOLD RESOURCES LTD. ("VAN")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 1 Company

Pursuant to a resolution passed October 21, 2016, the Company has consolidated its capital on a 3 (three)  old for 1 (one)  new basis.  The name of the Company has not been changed.

Effective at the opening Monday, November 7, 2016, the common  shares of Vangold Resources Ltd.  will commence trading on TSX Venture Exchange on a consolidated basis.

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VOLCANIC METALS CORP. ("VOL")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

Effective at 9:07 a.m. PST, November 4, 2016, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

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WEALTH MINERALS LTD. ("WML")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 4, 2016
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 20, 2016:

THIRD TRANCHE

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NEX COMPANIES

WOODROSE VENTURES CORPORATION ("WRS.H")
[formerly WOODROSE CORPORATION ("WRS.H")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  November 4, 2016
NEX Company

Pursuant to a resolution passed October 17, 2016, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening Monday, November 7, 2016, the common shares of Woodrose Venture Corporation will commence trading on TSX Venture Exchange, and the common shares of  Woodrose Corporation will be delisted. 

 

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SOURCE TSX Venture Exchange