NEWMARKET GOLD INC. ("NGN")
[formerly Raystar Capital Ltd ("RYA.H")]
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered, Name Change, Resume Trading, Graduation from NEX to TSX Venture
BULLETIN DATE: October 7th, 2013
NEX Company
Change of Business:
TSX Venture Exchange has accepted for filing the Company's Change of Business transaction, which includes the acceptance of the following transactions:
Purchase and Sale Agreement dated June 20, 2013 between Raystar Capital Ltd. ("Raystar") and Calibre Mining Corp. ("Calibre"), whereby Raystar will acquire a 100% interest in the Point Leamington Property, Newfoundland, Canada for a consideration of $250,000 cash and 1,000,000 shares of the Company.
The transaction has been approved by the shareholders of the Company.
Further information on the transaction is available in the Company's Filing Statement dated September 18, 2013.
Private Placement-Non-Brokered:
In addition, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 21, 2013 & June 28, 2013:
Number of Shares: 23,333,334 shares
Purchase Price: $0.15 per share
Warrants: 23,333,334 share purchase warrants to purchase 23,333,334 shares
Warrant Exercise Price: $0.30 for a two year period
Number of Placees: 27 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Randall Oliphant Y 2,000,000
Douglas Forster Y 1,666,667
Blayne Johnson Y 1,666,667
Douglas Hurst Y 1,666,667
Edward Farrauto Y 501,000
Paulo Santos Y 66,733
Aggregate Pro Group Involvement P 6,332,334
[11 placees]
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change & Resume Trading:
Pursuant to a resolution passed by directors, the Company has changed its name to 'Newmarket Gold Inc.'. There is no consolidation of capital.
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Tuesday, October 8, 2013, 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 Tuesday, October 8, 2013, the common shares of NEWMARKET GOLD INC. will commence trading on TSX Venture Exchange, and the common shares of RAYSTAR CAPITAL LTD. will be delisted. The Company is classified as a 'Mining Issuer'.
Capitalization: Unlimited shares with no par value of which
51,190,374 shares are issued and outstanding
Escrow: 19,590,810 shares held by principles are subject to Tier 1 Value Escrow.
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: "NGN" (new)
CUSIP Number: 65158R103 (new)
Further information on the transactions can be found in the Company's Filing Statement dated September 18, 2013, and News releases dated June 21, 2013, June 28, 2013 and Oct 04, 2013:
Company Contact: Edward C. Farrauto
Company Address: 1820 - 999 West Hastings Street,
Vancouver, BC V6C 2W2
Company Phone Number: 604 559 8040
Company Fax Number: 604 681 6112
Company Email Address: efarrauto@newmarketgoldinc.com
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