TSX VENTURE COMPANIES:
BLACK PANTHER MINING CORP. ("BPC")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 250,000 bonus shares to the following in consideration of loans in
the aggregate amount of $150,000. The loans bear interest at 12% per
annum and have a term of one year.
Shares
Criterion Capital Corporation (Douglas Mason) 158,334
Hazmagic Holdings Inc. (Sead Hamzagic) 25,000
Coombes & Sons Administration Inc. (Ronald Coombes) 33,333
Bruce E. Morley 33,333
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CLEANFIELD ALTERNATIVE ENERGY INC. ("AIR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 126,610 shares and 125,000 share purchase warrants to settle
outstanding debt for $25,321.92.
Number of Creditors: 1 Creditor
Warrants: 125,000 share purchase warrants to
purchase 125,000 shares
Warrant Exercise Price: $0.30 until July 31, 2012
The Company shall issue a news release when the shares are issued and
the debt extinguished.
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DEER HORN METALS INC. ("DHM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced January 28, 2011 and
February 9, 2011:
Number of Shares: 21,595,000 shares
Purchase Price: $0.20 per share
Warrants: 21,595,000 share purchase warrants
to purchase 21,595,000 shares
Warrant Exercise Price: $0.30 for a one year period
Number of Placees: 64 placees
Insider / Pro Group Participation:
Insider=Y/
Name ProGroup=P/ # of Shares
Tyrone Docherty Y 650,000
Docherty Capital Corp. Y 750,000
(Tyrone Docherty)
Michael Lerner P 250,000
Teepy Tang P 30,000
Bendt Oxholm P 50,000
Lorenzo Dutto P 10,000
Vicki Torbet P 10,000
Renee Patterson P 25,000
Curtis Hillier P 100,000
Wendy Lind P 50,000
Bruce Johnstone P 100,000
Leon Chan P 25,000
Finders' Fees: $49,700 cash payable to Pacific
International Securities
$15,000 cash payable to D&D
Securities
$81,000 cash payable to James
Simpson
$76,200 cash payable to Paul Quinn
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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FIRESTONE VENTURES INC. ("FV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced December 20, 2010:
Number of Shares: 13,455,000 shares
Purchase Price: $0.10 per unit
Warrants: 6,727,500 share purchase warrants
to purchase 6,727,500 common shares
Warrant Exercise Price: $0.15 for a period of two years
Number of Placees: 56 placees
Insider / Pro Group Participation:
Insider=Y/
Name ProGroup=P/ # of Units
Carol Ellis P 100,000
David Lyall P 1,000,000
Thomas Relling P 1,000,000
William Vance P 500,000
Bernard Leroux P 1,000,000
Robert Disbrow Y 500,000
Eric Savics P 1,000,000
Thomas Seltzer P 250,000
Gary Bogdanovich P 300,000
Donny Cordick P 200,000
Ron Aiello P 250,000
William O'Hara P 200,000
John Rybinski P 750,000
Finder's Fee: Haywood Securities Inc.
- $ 83,300 cash
Canaccord Genuity Corp.
- $ 1,295 cash
PI Financial Corp. - $700 cash
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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FISSION ENERGY CORP. ("FIS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced January 18, 2011 and
January 25, 2011:
Number of Shares: 9,375,000 shares
Purchase Price: $0.80 per share
Warrants: 4,687,500 share purchase warrants
to purchase 4,687,500 shares
Warrant Exercise Price: $1.00 for a two year period
Number of Placees: 241 placees
Insider / Pro Group Participation:
Insider=Y/
Name ProGroup=P/ # of Shares
Racnat Holdings Inc. P 12,500
(Leon Turner)
Steve Isenberg P 50,000
Jeffery Zicherman P 17,500
Sherman Dahl P 40,000
Nalla Investments Ltd. P 31,000
(Allan Folk)
Finders' Fees: 300,000 units and 300,000 warrants
payable to Global Resource
Investments Ltd.
3,000 units and 3,000 warrants
payable to PI Financial Corp.
37,500 units and 37,500 warrants
payable to M Partners Inc.
120,000 units and 120,000 warrants
payable to Global Market
Development LLC (Jeff Phillips)
16,875 units and 16,875 warrants
payable to MacQuarrie Private
Wealth Inc.
22,500 units and 22,500 warrants
payable to National Bank Financial
6,000 units and 6,000 warrants
payable to Brant Securities Limited
1,125 units and 1,125 warrants
payable to Northern Securities Inc.
7,500 units and 7,500 warrants
payable to Jean-Pierre Bourtin
1,965 units and 1,965 warrants
payable to Woodstone Capital Inc.
- Finder's fee warrants are
exercisable at $1.00 per share for
two years
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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FRONTLINE GOLD CORPORATION ("FGC")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with
respect to a Brokered Private Placement, announced on December 23, 2010
and January 11, 2011:
Number of Shares: 3,259,176 flow-through shares
Purchase Price: $0.17 per share
Number of Placees: 6 placees
Intermediaries' Compensation: Stonecap Securities Inc., CIBC
World Markets and Limited Market
Dealer Inc. received an aggregate
of $44,324.80 in cash and 260,733
brokers' warrants, each allowing
the holder to acquire one common
share at a price of $0.14 for a
period of 24 months following the
closing of the private placement.
The Company has confirmed the closing of the private placement pursuant
to a news release dated February 11, 2011.
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KAIROS CAPITAL CORPORATION ("KRS.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
This Capital Pool Company's ('CPC') Prospectus dated November 24, 2010
has been filed with and accepted by TSX Venture Exchange and the Alberta
and British Columbia Securities Commissions, effective November 26,
2010, pursuant to the provisions of the Alberta and British Columbia
Securities Acts. The Common Shares of the Company will be listed on TSX
Venture Exchange on the effective date stated below.
The Company has completed its initial distribution of securities to the
public. The gross proceeds received by the Company for the Offering were
$300,000 (3,000,000 common shares at $0.10 per share).
Commence Date: At the opening Monday, February 28,
2011, the common shares will
commence trading on TSX Venture
Exchange.
Corporate Jurisdiction: Alberta
Capitalization: Unlimited common shares with no par
value of which 7,000,000 common
shares are issued and outstanding
Escrowed Shares: 4,000,000 common shares
Transfer Agent: Olympia Trust Company
Trading Symbol: KRS.P
CUSIP Number: 48300A 10 3
Sponsoring Member: Macquarie Private Wealth Inc.
Agent's Options: 300,000 non-transferable Agent's
Options. One option to purchase one
common share at $0.10 per common
share up to a period of 24 months
from the date the common shares are
listed on the Exchange.
For further information, please refer to the Company's Prospectus dated
November 24, 2010.
Company Contact: Kenneth L. Dewyn
President, CEO, CFO & Secretary
Company Address: 5436 - 11th Street NE
Calgary, AB T2E 7E9
Company Phone Number: (403) 274-5387
Company Fax Number: (403) 274-5315
Company E-mail Address: kdewyn@qjets.ca
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KALLISTO ENERGY CORP. ("KEC")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: February 25, 2011
Tier 2 Company
Effective February 7, 2011, the Company's Prospectus dated February 7,
2011 was filed with and accepted by TSX Venture Exchange, and filed with
and receipted by the Alberta, Ontario and British Columbia Securities
Commissions, pursuant to the provisions of the their respective
Securities Acts.
TSX Venture Exchange has been advised that closing occurred on February
16, 2011, for gross proceeds of $5,000,000.90.
Agents: Acumen Capital Finance Partners
Limited
Offering: 5,882,354 flow-through shares
Share Price: $0.85 per share
Greenshoe Option: The Agent may over-allot the shares
in connection with this offering
and the Company has granted to the
Agent, an option to purchase an
additional 705,883 shares at $0.85
per share up to the close of
business March 18, 2011.
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MONTANA EXPLORATION CORP. ("MTZ")
(formerly AltaCanada Energy Corp. ("ANG"))
BULLETIN TYPE: Name Change and Consolidation
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders January 11, 2011, the
Company has consolidated its capital on a 10 old for 1 new basis. The
name of the Company has also been changed as follows.
Effective at the opening on February 28, 2011, the common shares of
Montana Exploration Corp. will commence trading on TSX Venture Exchange,
and the common shares of AltaCanada Energy Corp. will be delisted. The
Company is classified as an 'Oil & Gas Exploration/Development' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value
of which 16,857,331 shares are
issued and outstanding
Escrow: Nil shares are subject to Escrow
Transfer Agent: Computer Share Trust Company of
Canada
Trading Symbol: MTZ (new)
CUSIP Number: 612042101 (new)
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NEW SHOSHONI VENTURES LTD. ("NSV")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated February 15, 2011,
the Exchange has accepted an amendment with respect to a Non-Brokered
Private Placement announced January 26, 2011 and February 9, 2011. The
rest of the bulletin remains unchanged.
Finders' Fees: $81,500 and 1,630,000 Finders'
Warrants payable to Canaccord
Genuity Corp.
$27,000 and 540,000 Finders'
Warrants payable to Haywood
Securities Inc.
$4,000 and 80,000 Finders' Warrants
payable to Jones, Gable & Company
- Each Finder Warrant is
exercisable into one common share
at a price of $0.10 for a one year
period.
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NEWSTRIKE CAPITAL INC. ("NES")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an option agreement dated
February 15, 2011 between Minera Aurea, S.A. de C.V., a wholly owned
subsidiary of Newstrike Capital Inc. (the 'Company') and Desarrollos
Mineros San Luis S.A. de C.V., a wholly owned subsidiary of Goldcorp.
Inc. (listed on the TSX), whereby the Company will acquire the surface
rights to four claims totalling approximately 7,082 hectares located
within the Company's Ana Paula project in the state of Guerrero, Mexico
in order to facilitate access to the project.
Total consideration consists of 83,320 shares of the Company.
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NULEGACY GOLD CORPORATION ("NUG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a second amendment dated
December 20, 2010 to the exploration agreement with option to form joint
venture dated October 1, 2009, as amended September 1, 2010 between
NuLegacy Gold Corporation NV, a subsidiary of NuLegacy Gold Corporation
(the 'Company') and Miranda U.S.A. Inc., a subsidiary of Miranda Gold
Corporation (TSX Venture listed company), whereby the Company will
acquire an initial 60% undivided interest in and to a mining lease
encompassing a total of 64 unpatented lode mining claims covering
approximately two square miles and known as the Coal Canyon Property,
located in Eureka County, Nevada, adjacent to the Company's existing Red
Hill property.
Total consideration for the additional claims consists of an additional
50,000 common shares of the Company (200,000 previously issued) and a
further US$1,500,000 in exploration expenditures over a period of five
years.
The Company can elect to acquire a further 10% interest by preparing and
bearing the costs of a feasibility study to be completed within 4 years,
and incurring an additional US$1,000,000 on exploration each year. If
the feasibility study is not completed, the Company must incur
exploration expenditures of US$1,000,000 per year for 10 years from the
date of the election in order to acquire the additional 10%. Thereafter,
if either of the joint venture parties' interest falls below 10%, that
party's interest reverts to a 0.5% NSR royalty.
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OROANDES RESOURCE CORP. ("OAR")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: February 25, 2011
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 January
25, 2011:
Number of Shares: 4,800,000 shares
Purchase Price: $0.20 per share
Warrants: 4,800,000 share purchase warrants
to purchase 4,800,000 shares
Warrant Exercise Price: $0.25 for a two year period
Number of Placees: 20 placees
Insider / Pro Group Participation:
Insider=Y/
Name ProGroup=P # of Shares
James Blake P 250,000
Jason Van Oene P 200,000
John Wilson P 250,000
Scot Robinson P 250,000
Spiro Angelos P 250,000
George A. Tozer P 50,000
David Mason P 50,000
Sandy J. MacDougall Y 500,000
Agents' Fees: $42,750 cash and 260,000 Agent's
Options exercisable at $0.20 for
two years payable to IBK Capital
Corp.
$3,150 cash and 17,500 Agent's
Options (same terms as above)
payable to CIBC Wood Gundy.
$10,800 cash and 60,000 Agent's
Options (same terms as above)
payable to CIBC World Markets.
$450 cash and 2,500 Agent's Options
(same terms as above) payable to
CIBC Wood.
$4,050 cash payable to D & D
Securities Inc.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company
must issue a news release announcing the closing of the private
placement and setting out the expiry dates of the hold period(s). The
Company must also issue a news release if the private placement does not
close promptly. Note that in certain circumstances the Exchange may
later extend the expiry date of the warrants, if they are less than the
maximum permitted term.
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OSI GEOSPATIAL INC. ("OSI")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: February 25, 2011
TSX Venture Tier 1 Company
Effective at the opening February 28, 2011, the shares of the Company
will commence trading on TSX Venture Exchange. The Company is classified
as a "Software" company.
The Company is presently trading on TSX and will be delisted at the
close of business on February 25, 2011.
Corporate Jurisdiction: British Columbia
Capitalization: Unlimited common shares with no par
value of which 53,031,495 common
shares are issued and outstanding
Escrowed Shares: N/A
Transfer Agent: Computershare Investor Services
Trading Symbol: OSI
CUSIP Number: 67103T 10 1
Company Contact: Jim Girard
Company Address: Suite 400, 4585 Canada Way,
Burnaby, B.C. V6G 4L6
Company Phone Number: 778-737-4600
Company Fax Number: 778-373-0027
Company Email Address: jim.girard@osigeospatial.com
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PENNANT ENERGY INC. ("PEN")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date
of the following warrants:
Private Placement:
# of Warrants: 1,800,000
Original Expiry Date of Warrants: March 6, 2011
New Expiry Date of Warrants: March 6, 2014
Exercise Price of Warrants: $0.20
New Acceleration Provision: If the closing price of the
Company's shares is $0.225 or
greater for a period of 10
consecutive trading days, the
warrant holders will have 30 days
to exercise their warrants,
otherwise the warrants will expire
on the 31st day.
These warrants were issued pursuant to a private placement of 2,100,000
shares with 2,100,000 share purchase warrants attached, which was
accepted for filing by the Exchange effective March 6, 2009.
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PENNANT ENERGY INC. ("PEN")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date
of the following warrants:
Private Placement:
# of Warrants: 1,937,000
Original Expiry Date of Warrants: March 30, 2011
New Expiry Date of Warrants: March 30, 2015
Exercise Price of Warrants: $0.30
New Acceleration Provision: If the closing price of the
Company's shares is $0.40 or
greater for a period of
10 consecutive trading days, the
warrant holders will have 30 days
to exercise their warrants,
otherwise the warrants will expire
on the 31st day.
These warrants were issued pursuant to a private placement of 1,043,500
non-flow through shares and 1,787,000 flow through shares with a total
of 1,937,000 share purchase warrants attached, which was accepted for
filing by the Exchange effective March 30, 2010.
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QMC QUANTUM MINERALS CORP. ("QMC")
BULLETIN TYPE: New Listing-IPO-Units
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
The Company's Initial Public Offering ('IPO') Prospectus dated December
31, 2010, has been filed with and accepted by TSX Venture Exchange, and
filed with and receipted by the British Columbia and Alberta Securities
Commission on January 5, 2011, pursuant to the provisions of the
applicable Securities Acts.
The gross proceeds received by the Company for the Offering were
$2,500,000 (12,500,000 common shares at $0.20 per share). Each unit
consists of one common share in the capital of the Company and one
common share purchase warrant. Each share purchase warrant entitles the
holder to acquire an additional common share in the capital of the
Company for a period of 36 months at a price of $0.30 per share during
the 12 month period from the date of listing on the Exchange and at a
price of $0.40 for the 24 months thereafter. The Company is classified
as a 'Mining' company.
Commence Date: At the opening February 28, 2011,
the Common shares will commence
trading on TSX Venture Exchange.
Corporate Jurisdiction: British Columbia
Capitalization: Unlimited common shares with no par
value of which 24,857,669 common
shares are issued and outstanding
Escrowed Shares: 9,644,669 common shares
Transfer Agent: Computershare Investor Services
Inc.
Trading Symbol: QMC
CUSIP Number: 74734C101
Agent: Haywood Securities Inc.
Agent's Warrants: The Agent received 1,250,000
options to purchase units ("Agent's
Units") having the same terms as
those sold under the IPO at a price
of $0.20 per Agent's Unit for a
period of 24 months from the
closing of the IPO.
For further information, please refer to the Company's Prospectus dated
December 31, 2010.
Company Contact: Balraj Mann
Company Address: Suite 600 - 666 Burrard St.,
Vancouver, BC, V6C 2X8
Company Phone Number: (604) 377-7740
Company Fax Number: (604) 688-1320
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RED PINE EXPLORATION INC. ("RPX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 3, 2011:
Number of Shares: 10,900,000 flow-through shares
Purchase Price: $0.10 per share
Warrants: 5,450,000 share purchase warrants
to purchase 5,450,000 shares
Warrant Exercise Price: $0.25 for a two year period
Number of Placees: 20 placees
Finder's Fee: An aggregate of $52,500 in cash and
525,000 finders' warrants payable
to Limited Market Dealer Inc. and
Secutor Inc.
Each finder's warrant entitles the
holder to acquire one unit at $0.10
for a two year period.
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.
For further details, please refer to the Company's news releases dated
February 3, 2011 and February 22, 2011.
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SEARCH MINERALS INC. ("SMY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation
pertaining to a letter agreement dated January 13, 2010 between Search
Minerals Inc. (the 'Company'), and the vendors, Andrew Quinlan, Roland
Quinlan and Tony Quinlan, pursuant to which the Company may acquire an
undivided 100% interest in and to 48 claims known as the Fox Harbour
Claims located in southwestern Labrador. The consideration is as
follows:
DATE CASH SHARES
Year 1 $10,000 30,000
Year 2 $15,000 50,000
Year 3 $20,000 70,000
Year 4 $30,000 100,000
Year 5 $15,000 50,000
The Year 5 consideration may be replaced by the payment of $100,000 on
or before the date that is four years following the acceptance date.
In addition, there is a 1.5% net smelter return royalty relating to the
acquisition. The Company may, at any time, purchase 1% of the net
smelter return royalty for $1,000,000. The Company will may annual cash
advance payments of $10,000 commencing five years from the execution of
the formal agreement continuing until commercial production, which
amounts are deductible against the NSR.
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THE FUTURA LOYALTY GROUP INC. ("FUT")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to
issue 160,571 shares at a deemed price of $0.05 per share to settle
outstanding debt for $8,028.54.
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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UNX ENERGY CORP. ("UNX")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
Effective at 8:15 a.m., PST, February 25, 2011, shares of the Company
resumed trading, an announcement having been made over Market News
Publishing.
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WHITEMUD RESOURCES INC. ("WMK.H")
(formerly Whitemud Resources Inc. ("WMK"))
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain
Suspended
BULLETIN DATE: February 25, 2011
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, February 28, 2011, 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 Calgary to NEX.
As of February 28, 2011, 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 WMK to WMK.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 December 3, 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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XCITE ENERGY LTD. ("XEL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 25, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect
to a Non-Brokered Private Placement announced February 23, 2011:
Number of Shares: 1,480,754 shares
Purchase Price: Pounds Sterling 3.38 (approximately
CAD$5.40 per share)
Number of Placees: 1 placee
No Insider / Pro Group Participation.
No Finder's Fee.
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NEX COMPANY:
MIRA RESOURCES CORP. ("MRP")
(formerly Mira Resources Corp. ("MRP.H"))
BULLETIN TYPE: Change of Business, Graduation from NEX to TSX Venture,
Symbol Change, Private Placement-Brokered
BULLETIN DATE: February 25, 2011
NEX Company
The Company has met the requirements to be listed as a TSX Venture Tier
2 Company. Therefore, effective on Monday, February 28, 2011, the
Company's listing will transfer from NEX to TSX Venture, the Company's
Tier classification will change from NEX to Tier 2 and the Filing and
Service Office will change from NEX to Vancouver.
Effective at the opening, on Monday, February 28, 2011, the trading
symbol for the Company will change from MRP.H to MRP.
Capitalization: Unlimited shares with no par value
of which 125,366,467 shares are
issued and outstanding
Escrow: 17,005,764 shares
The Company is classified as an 'oil and gas' company.
TSX Venture Exchange has accepted for filing the Company's Change of
Business, which includes the acceptance of the following transaction:
The acquisition of all of the issued and outstanding shares of Equinox
TSB Development (Nigeria) Limited ("Equinox TSB") as an arm's length
COB. Mira will pay US$1.8 million in cash and issue 8,333,333 common
shares on Closing of the Acquisition. Additional compensation of US$2
million is payable upon first commercial production and export of oil
from the TSB Field and an additional $2 million of compensation is
payable upon 1 million barrels of oil being produced and exported from
the TSB Field. Mira is obligated to make two penalty payments of
US$500,000 each if it has not entered into an agreement which secures a
rig for its well re-entry program within six months of closing of the
Share Purchase Agreement or within 12 months of closing of the Share
Purchase Agreement.
Insider / Pro Group Participation: N/A
In addition, the Exchange has accepted for filing the following:
Brokered Private Placement:
A Brokered Private Placement announced on November 18, 2010 and December
3, 2010:
Number of Shares: 66,666,667 shares
Purchase Price: $0.30 per share
Warrants: 66,666,667 share purchase warrants
to purchase 66,666,667 shares
Warrant Exercise Price: $0.40 per share in the first year
$0.40 per share in the second year
Note: The Company has the right to
mandate the exercise of the
warrants upon delivery of notice to
the subscriber any time after the
expiry of four months following the
closing date, provided that the
closing price in respect of the
common shares is at a minimum of
$0.55 over a 20 consecutive day
period during the period commencing
four months following the closing
date and ending upon the expiry of
the warrants.
Insider / Pro Group Participation:
Insider=Y/
Name ProGroup=P/ # of Shares
Timothy Logan P 165,000
Christine Cappuccitti P 75,000
John Comi P 75,000
Angelo Comi P 75,000
Gordon Fernandes P 20,099
Bill Griffis P 100,000
George Cross P 100,000
Murray McInnes P 50,000
Ivano Veschini P 300,000
David Lyall P 1,000,000
John Tognetti P 1,000,000
John Rybinski P 500,000
Silvana Morrow P 100,000
Chris Stewart P 50,000
Michael Marosits P 100,000
Liam Balfour P 50,000
Thomas Cavanagh Y 67,000
Johnathan More Y 333,337
Cyrus Driver Y 100,000
Agent's Fee: Jennings Capital Inc. will receive
a 7% cash commission on the gross
proceeds.
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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