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17/03/30 - TSX Venture Exchange Daily Bulletins
TSX VENTURE COMPANIES
CANEX ENERGY CORP. ("CSC")
BULLETIN TYPE: Consolidation, NO Symbol Change
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders on March 22, 2017, the Company has consolidated its capital on a (5) f
--->ive old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening March 31, 2017, the common shares of Canex Energy Corp. will commence trading on TSX Venture
--->Exchange on a consolidated basis. The Company is classified as a 'Mineral Exploration/Development' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
2,181,216 shares are issued and outstanding
Escrow Nil shares are subject to escrow
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: CSC (UNCHANGED)
CUSIP Number: 137518304 (new)
________________________________________
DURANGO RESOURCES INC. ("DGO")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 100,961 shares at a deemed price of $0.13
--->, in consideration of certain services provided to the company pursuant to an agreement dated September 4, 2015.
The Company shall issue a news release when the shares are issued.
________________________________________
INVICTUS MD STRATEGIES CORP. ("IMH")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at the opening Friday, March 31, 2017, the common shares of Invictus MD Strategies Corp. (the "Company") wil
--->l commence trading on TSX Venture Exchange. The Company is classified as an 'Industrial Issuer' company.
The Company is presently trading on the Canadian Stock Exchange.
Corporate Jurisdiction: British Columbia
Capitalization: Unlimited common shares with no par value of which
38,063,656 common shares are issued and outstanding
Escrowed Shares: 561,533 common shares as part of an NP 46-201 escrow agreement
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: IMH
CUSIP Number: 46183X208
For further information, please refer to the Company's news release dated March 30, 2017 which is filed under the Comp
--->any's profile on SEDAR.
Company Contact: Dan Kriznic
Company Address: 3123 - 595 Burrard Street, Vancouver, BC, V7X 1J1
Company Phone Number: 604-609-6138
Company Email Address: info@invictus-md.com
________________________________________
K92 MINING INC. ("KNT")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced
--->March 15, 2017:
Number of Shares: 13,333,333 shares
Purchase Price: $0.75 per share
Warrants: 13,333,333 share purchase warrants to purchase 13,333,333 shares
Warrant Exercise Price: $1.00 for a one year period
Number of Placees: 29 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 100,000
[1 Placee]
Finder's Fee: 314,370 shares and 314,370 warrants issuable to Eventus Capital Corp.
353,333 shares and 353,333 warrants issuable to Clarus Securities Inc.
46,667 shares and 46,667 warrants issuable to Rob Sali
118,230 shares and 118,230 warrants issuable to Skanderbeg Capital Advisors
66,733 shares and 66,733 warrants issuable to Bronson Peever
14,000 shares and 14,000 warrants issuable to Haywood Securities Inc.
140,000 shares and 140,000 warrants issuable to Nature Cove Holdings Limited (Rob Sali)
All finder warrants are exercisable at $1.00 for twelve months
The Company issued a news release on March 22, 2017 confirming closing of the private placement. Note that in certain
---> circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permit
--->ted term.
________________________________________
LIBERTY BIOPHARMA INC. ("LTY")
BULLETIN TYPE: Halt
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 12:17 p.m. PST, March 30, 2017, trading in the shares of the Company was halted at the request of the Com
--->pany, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Mark
--->et Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
LIBERTY BIOPHARMA INC. ("LTY")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, March 30, 2017, shares of the Company resumed trading, an announcement having been made.
________________________________________
MILLENNIAL LITHIUM CORP. ("ML")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced
--->Mar 14, 2017:
Number of Shares: 4,750,000 shares
Purchase Price: $1.25 per share
Warrants: 2,375,000 share purchase warrants to purchase 2,375,000 shares
Warrant Initial Exercise Price: $1.50
Warrant Term to Expiry: 2 Years
Number of Placees: 48 Placees
Insider / Pro Group Participation:
Insider=Y / Name Pro-Group=P # of Shares
Graham Harris Y 250,000 Andrew Bowering Y 330,000 Aggregate Pro-Group Involvement [2 Placees] P 60,000
Finder's Fee:
Andros Capital Corp. $31,606.00 cash; 25,284 warrants Roche Securities Limited $48,900.00 cash; 39,120 warrants Mack
--->ie Research Capital Corporation $6,075.00 cash; 4,860 warrants
Finder Warrant Initial Exercise Price: $1.50
Finder Warrant Term to Expiry: 2 Year warrant
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less tha
--->n the maximum permitted term.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the
--->accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuou
--->s disclosure record for complete details of the transaction.
________________________________________
NORTHERN VERTEX MINING CORP. ("NEE")
BULLETIN TYPE: Warrant Exercise Incentive Program
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to a Warrant Exercise Incentive Program whereby the Company will issue an additiona
--->l one-half warrant (the Incentive Warrant) for each Existing Warrant exercised. Each whole Incentive Warrant is exerc
--->isable into one common share at an exercise price of $1.00 for a 48 month period from the date of issuance of the Ince
--->ntive Warrant. A total of 5,356,804 full warrants will be issued under the program.
Original
Exchange Number Number Number Exercise Expiry
Acceptance of Warrants Exercised Remaining Price Date
July 28, 2014 5,521,049 3,108,608 2,412,441 $0.50 July 3, 2017
July 28, 2014 2,000,000 nil 2,000,000 $0.50 July 14, 2107
July 16, 2015 13,015,000 7,135,000 5,880,000 $0.45 July 8, 2017
April 12, 2016 7,974,875 470,000 7,504,875 $0.50 March 31, 2019
April 12, 2016 500,000 nil 500,000 $0.50 April 4, 2019
Total 29,010,924 10,713,608
The original warrants were issued pursuant to private placements of:
July 28, 2014: 15,042,098 shares with 7,521,049 share purchase warrants attached.
July 16, 2015: 13,015,000 shares with 13,015,000 share purchase warrants attached.
April 12, 2016: 8,474,875 shares and 8,474,875 share purchase warrants attached.
Any existing warrants not exercised during the early incentive period will remain outstanding and continue to be exerc
--->isable for common share of the Company under the original (or amended) terms of issue.
________________________________________
NOVO RESOURCES CORP. ("NVO")
BULLETIN TYPE: Halt
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 9:42 a.m. PST, March 30, 2017, trading in the shares of the Company was halted at the request of the Comp
--->any, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Marke
--->t Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
NOVO RESOURCES CORP. ("NVO")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 12:00 p.m. PST, March 30, 2017, shares of the Company resumed trading, an announcement having been made.
________________________________________
PASCAL BIOSCIENCES INC. ("PAS")
[formerly bioMmune Technologies Inc. ("IMU")]
BULLETIN TYPE: Name Change
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Pursuant to a Directors' Resolution dated March 21, 2017, the Company has changed its name as follows. There is no co
--->nsolidation of capital.
Effective at the opening March 31, 2017, the common shares of Pascal Biosciences Inc. will commence trading on TSX Ven
--->ture Exchange, and the common shares of bioMmune Technologies will be delisted. The Company is classified as a 'Biote
--->chnology/Biopharmaceutical' company.
Capitalization: Unlimited shares with no par value of which
37,398,085 shares are issued and outstanding
Escrow: Nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: PAS (new)
CUSIP Number: 702478108 (new)
________________________________________
PRO REAL ESTATE INVESTMENT TRUST ("PRV.WT")
BULLETIN TYPE: Warrant Expiry-Delist
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
Effective at the close of business, March 31, 2017, the Warrants expire and will therefore be delisted.
On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter excep
--->t with permission of the Exchange.
________________________________________
PURE MULTI-FAMILY REIT LP ("RUF.U")("RUF.UN")
BULLETIN TYPE: Halt
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
Effective at 1:09 p.m. PST, March 29, 2017, trading in the shares of the Company was halted at the request of the Comp
--->any, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Marke
--->t Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
PURE MULTI-FAMILY REIT LP ("RUF.U")("RUF.UN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
Effective at 6:30 a.m. PST, March 30, 2017, shares of the Company resumed trading, an announcement having been made.
________________________________________
SECOVA METALS CORP. ("SEK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced
--->February 22, 2017:
Number of Shares: 50,000,000 shares
Purchase Price: $0.05 per share
Warrants: 50,000,000 share purchase warrants to purchase 50,000,000 shares
Warrant Exercise Price: $0.08 for a two year period
Number of Placees: 142 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
P. Bradley Kitchen Y 1,690,000
Morgan Good Y 1,250,000
Finder's Fee: David Vincent receives 2,090,400 shares and 2,090,400 non-transferable warrants.
Jonathan Williams receives $2,000 and 40,000 non-transferable warrants.
Mark Turcotte receives $12,800 and 256,000 non-transferable warrants.
Jean-David Moore receives $15,720 and 314,400 non-transferable warrants.
Haywood Securities Inc. receives $6,000 and 120,000 non-transferable warrants.
Canaccord Genuity Corp. receives $400 and 8,000 non-transferable warrants.
Mackie Research Capital Corp. receives $400 and 8,000 non-transferable warrants.
The warrants are exercisable for one share at a price of $0.05 for one year.
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 February 21, 2017. [Note that in certain
---> circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permit
--->ted term.]
________________________________________
SNOBRO ENTERPRISES INC. ("SIQ.P")
BULLETIN TYPE: Halt
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 4:02 a.m. PST, March 30, 2017, trading in the shares of the Company was halted pending confirmation of cl
--->osing of the arrangement. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, th
--->e Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rul
--->es.
________________________________________
STRIKEPOINT GOLD INC. ("SKP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Resume Trading
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation pertaining to an agreement dated Janu
--->ary 18, 2017 (the "Agreement"), between Strikepoint Gold Inc. (the "Company") and IDM Mining Inc. ("IDM"). Pursuant to
---> the Agreement, the Company acquired a 100% interest in a portfolio of properties in the Yukon, including the Mahtin p
--->roperty (collectively, the "Property").
Consideration for the Property is $150,000, 10,500,000 shares of the Company as well as exploration expenditures of $1
--->,500,000 by December 31, 2017.
Insider / Pro Group Participation: N/A
For additional information please refer to the Company's news releases dated December 21, 2016, January 19, 2017 and M
--->arch 28, 2017.
Resume Trading
Effective at the open, Friday, March 31, 2017 trading in the Company's shares will resume.
_______________________________________
THERMAL ENERGY INTERNATIONAL INC. ("TMG")
BULLETIN TYPE: Halt
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 6:56 a.m. PST, March 30, 2017, trading in the shares of the Company was halted at the request of the Comp
--->any, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Marke
--->t Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
THERMAL ENERGY INTERNATIONAL INC. ("TMG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
Effective at 8:30 a.m. PST, March 30, 2017, shares of the Company resumed trading, an announcement having been made.
________________________________________
TREK MINING INC. ("TREK.WT")
[formerly JDL GOLD CORP ("JDL.WT")]
BULLETIN TYPE: Name Change - Amendment
BULLETIN DATE: March 30, 2017
TSX Venture Tier 1 Company
Pursuant to a resolution passed by the Company's directors on March 1, 2017, the Company's name will change to 'Trek M
--->ining Inc.' There is no consolidation of capital.
In addition, as part of the Company's plan of arrangement with Luna Gold Corp., an additional 41,709,586 warrants will
---> be issued under the same terms.
The warrants were issued pursuant to warrant indenture dated September 27, 2016 entered into between Lowell Copper Ltd
--->. ("Lowell") and Computershare Trust Company of Canada ("Computershare"), as supplemented by a warrant indenture suppl
--->ement dated October 4, 2016 entered into between Lowell and Computershare, a warrant indenture supplement dated March
--->2, 2017 entered into between JDL and Computershare and a warrant indenture supplement to be dated April 3, 2017 to be
--->entered into between Trek Mining Inc. and Computershare (collectively, the "Warrant Indenture"). Each whole warrant en
--->titles the holder to purchase one common share at a price of $3.00 per share and will expire on October 6, 2021.
Effective at the opening Friday, March 31, 2017, the warrants of Trek Mining Inc. will commence trading on TSX Venture
---> Exchange, and the warrants of JDL Gold Corp of will be delisted. The Company is classified as a 'Mineral Exploratio
--->n and Development' company.
Capitalization: 71,950,277 warrants with no par value of which
71,950,277 warrants are issued and outstanding
Escrow: Nil
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: TREK.WT (new)
CUSIP Number: 89473C112 (new)
For further information, please see the Company's Information Circular dated February 22, 2017 and the Company's news
--->release dated February 22, 2017 and filed on SEDAR, as well as news releases dated February 1, 2017, March 24, 2017 an
--->d March 30, 2017.
________________________________________
UCORE RARE METALS INC. ("UCU")
BULLETIN TYPE: Warrant Price Amendment, Warrant Term Extension
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the reduction in the exercise price of the following warrants:
# of Warrants: 20,731,912
Expiry Date of Warrants: April 11, 2017 to April 17, 2017
Forced Exercise Provision: If the closing price for the Company's shares is $0.38125 or greater for a period of 10 con
--->secutive trading days, then the warrant holders will have 30 days to exercise their warrants; otherwise the warrants w
--->ill expire on the 31st day.
Original Exercise Price of Warrants: $0.50
New Expiry Date of Warrants: April 11, 2019 to April 17, 2019
New Exercise Price of Warrants: $0.305
These warrants were issued pursuant to a private placement of 20,731,912 shares with 20,731,912 share purchase warrant
--->s attached, which was accepted for filing by the Exchange effective May 14, 2014.
________________________________________
VANTEX RESOURCES LTD. ("VAX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced
--->January 16, 2017:
Number of Shares: 6,666,666 shares
Purchase Price: $0.075 per share
Number of Placees: 6 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement
[ 1 Placee] 613,333
________________________________________
WILTON RESOURCES INC. ("WIL")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 30, 2017
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: 1,200,000
Expiry Date of Warrants: September 5, 2015. Extended until April 6, 2017.
New Expiry Date of Warrants: June 6, 2017
Exercise Price of Warrants: $1.00 (unchanged)
These warrants were issued pursuant to a private placement of 1,200,000 shares with 1,200,000 share purchase warrants
--->attached, which was accepted for filing by the Exchange effective September 29, 2014.
________________________________________
NEX COMPANIES
AINTREE RESOURCES INC. ("AIN.H")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Resume Trading
BULLETIN DATE: March 30, 2017
NEX Company
TSX Venture Exchange has accepted for filing the following agreements:
An Asset Purchase Agreement between the Company, 0862130 Corp. (the Company's wholly-owned subsidiary and Midway Gold
---> US Inc. whereby the Company will acquire the Tonopah Project located near Tonopah, Nevada. Consideration is the assu
--->mption of certain royalty and environmental obligations and US$25,000.
A Royalty Deed Modification and Waiver of Claims Agreement between Thomas C. and Linda Sue Patton and InFaith Communit
--->y Foundation (collectively the "Underlying Royalty Holders") on the Tonopah Project whereby the Underlying Royalty Hol
--->ders will waive certain claims against Midway, eliminate advance royalty payments and to restructure an onerous slidin
--->g scale Net Smelter Royalty into a flat 2.0% NSR. In exchange, the Company will pay US$50,000 and 1,500,000 common sh
--->ares.
Resumption of Trading
The Company's shares will resume trading at the opening of March 31, 2017.
________________________________________
CAPRICORN BUSINESS ACQUISITIONS INC. ("CAK.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 30, 2017
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced
--->February 1, 2017:
Number of Shares: 4,285,708 shares
Purchase Price: $0.07 per share
Number of Placees: 23 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Northern Star Capital Inc. Y 71,428
(Alex Storcheus)
2532369 Ontario Inc. Y 71,428
(Yisroel Weinreb)
David Posner Y 71,428
Aggregate Pro Group Involvement P 80,000
[2 Placee(s)]
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closin
--->g of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
KENADYR MINING (HOLDINGS) CORP ("KEN")
[formerly KENADYR MINING (HOLDINGS) CORP. ("KEN.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Resume Trading, Graduation from NEX to TSX Venture, Symbo
--->l Change
BULLETIN DATE: March 30, 2017
NEX Company
TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Qualifying Transaction described in its Fi
--->ling Statement dated February 27, 2017. As a result, at the opening on Friday, March 31, 2017, and the trading symbol
---> for the Company will change from KEN.H to KEN. The Company will no longer be considered a Capital Pool Company. The
---> Qualifying Transaction includes the following:
Amalgamation Agreement (the "Agreement") dated November 18, 2016 between Kenadyr Mining (Holdings) Corp (the "Company"
--->), Kenadyr Mining Corporation ("Target") and 1096423 BC Ltd ("Subco"), pursuant to which the Company acquired 79,898,
--->024 Target shares and 4,633,044 Target warrants to purchase 4,633,044 Target shares.
The Company has a 100% interest in certain exploration licenses in the Kyrgyz Republic via its wholly-owned subsidiary
--->, Proektno-Issledovatelskii Tsentr (Design and Research Centre) Ala-Too Limited Liability Company.
The Exchange has been advised that the above transactions have been completed. The full particulars of the Company's Q
--->ualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and wh
--->ich is available under the Company's profile on SEDAR.
In addition, the Exchange has accepted for filing the following:
Capitalization: Unlimited shares with no par value of which
83,447,624 shares are issued and outstanding
Escrow: 1,278,333 shares subject to a 3 year CPC escrow agreement
8,196,892 shares subject to a 3 year Exchange value escrow agreement
533,200 warrants are subject to a 3 year Exchange value escrow agreement
22,458,000 shares subject to a 3 year value escrow agreement as per the Exchange's seed share resale matrix
2,250,000 shares are subject to a 1 year hold as per the Exchange's seed share resale matrix
11,747,284 shares are subject to a 4 month hold as per the Exchange's seed share resale matrix
1,500,000 warrants are subject to a 4 month hold as per the Exchange's seed share resale matrix
Symbol: KEN same symbol as CPC but with .H removed
The Company is classified as a "Mineral Exploration and Development" company.
Graduation
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Friday, Ma
--->rch 31, 2017, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will chan
--->ge from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Resume trading
Effective at open of trading, Friday March 31, 2017, shares of the Company resumed trading, an announcement having bee
--->n made.
Company Contact: Kevin Ma, CFO and Corporate Secretary
Company Address: Suite 488, 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Company Phone Number: 604-687-7130
Company Fax Number: 604-308-9110
Company Email Address: info@kenadyr.com
________________________________
QYOU MEDIA INC. ("QYOU")
[formerly ("Galleria Opportunities Ltd. ("GOI.H")]
BULLETIN TYPE: Reverse Takeover Completed, Short Form Offering Document-Distribution, Private Placement - Brokered an
--->d Non Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture, Symbol Change, Resume Trading
BULLETIN DATE: March 30, 2017
NEX Company
TSX Venture Exchange has accepted for filing the Reverse Takeover of Galleria Opportunities Ltd. (the "Company"), whic
--->h includes the acceptance of the following transactions:
Pursuant to the amalgamation agreement dated as of February 13, 2017 entered into among the Company, 2561287 Ontario L
--->td, a wholly-owned subsidiary of the Company and QYOU Media Inc. ("QYOU"), Galleria has acquired all the outstanding s
--->ecurities of QYOU for 48,219,809 post-consolidation common shares at a deemed price of $0.50 per share.
Short Form Offering Document
The Company's Short Form Offering Document dated February 24, 2017 was filed with the British Columbia Securities Comm
--->ission and the Alberta Securities Commission and accepted by TSX Venture Exchange on March 29, 2017. The Exchange has
---> now been advised that the Offering closed on March 24, 2017, for gross proceeds of $1,934,500.
Agent: Dominick Inc.
Offering: 3,869,000 post-consolidation share
Warrants: 1,934,500 share purchase warrants to purchase 1,934,500 post-consolidation shares
Purchase Price: $0.50 per unit.
Warrant Exercise Price: $0.75 per share for a two year period
Agent's Fee: $145,087.50 cash commission and 290,175 non-transferable warrants exercisable to purchase one unit at $0
--->.50 per unit for 24 months.
Private Placement - Brokered and Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered and a Non-Brokered Private Place
--->ment of subscription receipts of QYOU Media Inc. which have been exchanged into the following securities:
Number of Shares: 10,762,000 post-consolidation shares
Purchase Price: $0.50 per share
Warrants: 5,381,000 share purchase warrants to purchase 5,381,000 post-consolidation shares
Warrant Exercise Price: $0.75 per share for a two year period
Number of Placees: 104 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Units
G. Scott Paterson Y 300,000
Timothy Hogarth Y 100,000
Aggregate Pro Group Involvement 870,000
[15 Placees]
Agent: Dominick Inc.
Finder's Fee: $334,350 cash commission and 668,700 finder's warrants payable to 17 finders including the Agent. Each
---> finder warrant is exercisable into one unit of the Resulting Issuer at $0.50 per unit for 24 months.
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less tha
--->n the maximum permitted term.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on November 27, 2015, the Company has consolidated its capital on a 2
--->old for 1 new basis. The name of the Company has also been changed to QYOU Media Inc.
Effective at the opening March 31, 2017, the common shares of QYOU Media Inc. will commence trading on TSX Venture Ex
--->change, and the common shares of Galleria Opportunities Ltd. will be delisted. The Company is classified as an "All o
--->ther Information Services" company.
Post - Consolidation
Capitalization: Unlimited number of common shares with no par value of which
65,939,959 shares are issued and outstanding
Escrow: 20,129,258 common shares and 660,082 warrants
Escrow Term: 36 months
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: QYOU (new)
CUSIP Number: 77584B107 (new)
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on March 31,
--->2017, 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 Toronto.
Company Contact: G. Scott Paterson, Chairman Company Address: 2300 Front Street West, Suite 200, Toronto, Ontario, C
--->anada M5V 3K2 Company Phone Number: 416-204-9788 Company Fax Number: 1-888-809-0059 Company Email Address: contact@
--->qyoutv.com Company Website: http://www.theqyou.com
_______________________________________
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