Carube Announces Private Placement Offerings

Ottawa, Ontario–(Newsfile Corp. – October 31, 2016) – Carube Copper Corp. (TSXV: CUC) (the “Company“) announced today that, subject to TSX Venture Exchange (“TSXV“) approval, it intends to raise an aggregate of $1,500,000 by way of a non-brokered private placement (the “Offerings”) of up to 12,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit and up to 2,500,000 Flow-Through Shares ( “FT Shares“)at a price of$0.12 per FT Share (the ” FT Offering“)

Each Unit will be comprised of one common share in the capital of the Company (a “Common Share“) and one half of one Common Share purchase warrant (each whole such warrant, a “Warrant“). Each Warrant shall be exercisable into one Common Share at a price of $0.15 per Common Share for a period of two years from the closing date of the Offering.

The proceeds of the Unit Offering will be used for gold and copper exploration and for general working capital purposes. The proceeds of the FT offering will be used for exploration on the company’s properties in Canada. The actual allocation of net proceeds may vary depending on future operations or unforeseen events or opportunities. The closing of the Offerings is expected to occur on or before December 1, 2016 or such other date as the Company may determine (the “Closing Date“).

Finders who source funds may earn a cash commission of up to 7% of the gross proceeds raised by such finder and warrants (“Finder Warrants“) entitling the finder to purchase that number of Units @ $0.10 per Unit equal to 7% of the number of Units sold by such finder.

Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the “Existing Shareholder Exemption“) contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions, as well as the amendments to Rule 45-501- Ontario Prospectus and Registration Exemptions in Ontario. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, it will also be conducted pursuant to the “Accredited Investor” and other available prospectus exemptions.

The Company has set October 28, 2016 as the record date (the “Record Date“) for the purpose of determining existing shareholders entitled to purchase the Units pursuant to the Existing Shareholder Exemption. Subscribers using the Existing Shareholder Exemption will need to complete a subscription agreement and represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on the Record Date, a shareholder of the Company, and will continue to be a shareholder of the Company until the closing of the Offering. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 in a twelve-month period unless the subscriber has obtained advice from a registered investment dealer in their jurisdiction regarding the suitability of the investment. Subscribers relying on the Existing Shareholder Exemption will make a representation to the Company of this in writing. In the event that subscriptions received for the Offerings based on available exemptions exceed the maximum Unit Offering of $1,200,000, the Company may seek to increase the size of the Unit Offering and obtain Exchange approval for such an increase. In the alternative, should the Company not seek to increase the size of the Unit Offering the Units will be allocated pro rata amongst all subscribers.

The Company also reminds investors interested in participating under the Existing Shareholder Exemption that in order to participate under that exemption, expressions of interest must be received by the Company by the close of business on November 11, 2016. If you are an existing shareholder of the Company who held Common Shares as of October YYY, 2016 and are interested in participating in the Offering, you should contact Darrell Munro by email at dmunro@carubecopper.com. Orders will be processed by the Company on a first-come first-served basis, such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. Any person who becomes a shareholder of the Company after the Record Date shall not be entitled to participate in the Offering under the Existing Security Holder Exemption. It is anticipated that officers and directors of the Company may participate in the Offering.

In other corporate developments; pursuant to the Company’s Deferred and Restricted Share Unit Compensation Plan, the Company has granted 293,149 Restricted Share Units (RSUs) to certain officers and consultants at $0.13 per RSU and 889,087 Deferred Share Units (DSUs) to certain Directors. The RSUs will vest on November 2, 2017 and can then be exchanged for common shares of the Company on a one for one basis. The DSUs will vest on the day after the particular director grantee leaves the Company’s board of directors.

Contacts
Jeff Ackert, President and CEO • 1-613-839-3258 • jackert@carubecopper.com
Vern Rampton, VP of Corporate Development • 1-613-839-3258 • vrampton@carubecopper.com
Alar Soever, Chairman • 1-705-682-9297 • asoever@carubecopper.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Carube Copper Corp. (TSXV: CUC) is a Canadian exploration company focused on the exploration and development of copper and gold projects in Jamaica and Canada. In Jamaica, Carube Copper will hold a 100% interest in 11 licenses, totalling over 500 square kilometres, subject to completion of a fully termed agreement covering interests in 7 licenses with OZ Minerals. In Canada, Carube Copper holds a 100% interest in three porphyry copper-gold-molybdenum properties, totalling 593 square kilometres within the Tertiary-aged Cascade Magmatic Arc in southwestern British Columbia. Exploration continues on these properties with the goal of joint-venturing them to larger exploration and mining companies. Carube Copper continues to seek opportunities in Canada and the Caribbean for acquisition and development.

DISCLAIMER & FORWARD LOOKING STATEMENTS
This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements are based on assumptions and address future events and conditions, and by their very nature involve inherent risks and uncertainties. Although these statements are based on currently available information, Carube Copper Corp. provides no assurance that actual results will meet management’s expectations. Factors which cause results to differ materially are set out in the Company’s documents filed on SEDAR. Undue reliance should not be placed on “forward looking statements”.

IMPORTANT NOTICE: By reference herewith, Carube Copper incorporates into this release the entire disclaimer set forth on its website at http://ift.tt/1PoPybl

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IIROC Trade Resumption – Trakopolis IoT Corp.

Vancouver, British Columbia–(Newsfile Corp. – October 31, 2016) – Trading resumes in:

Company:

Trakopolis IoT Corp.

TSX-V Symbol:

TRAK

Resumption Time (ET):

08:00 November 1, 2016

 

 

IIROC can make a decision to impose a temporary suspension of trading in a security of a publicly listed company, usually in anticipation of a material news announcement by the company. Trading halts are issued based on the principle that all investors should have the same timely access to important company information. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

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For further information: IIROC Inquiries 1-877-442-4322 (Option 3) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

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Company Co-Founder Charged in Manipulation Scheme

Washington D.C.–(Newsfile Corp. – October 31, 2016) – The Securities and Exchange Commission today charged the co-founder of a Minnesota-based energy company with manipulating its stock price and concealing his control of the company to attain lucrative financial payouts. 

The company’s other co-founder agreed to pay nearly $8 million to settle separate charges against him.  Three others also are charged in the case.

The SEC filed a complaint against Ryan Gilbertson, who allegedly hatched and orchestrated the elaborate scheme to secretly siphon millions of dollars from Dakota Plains Holdings, which operates an oil-shipping rail facility in North Dakota.  Gilbertson founded the company with Michael Reger. 

According to the SEC’s complaint, Gilbertson and Reger installed their fathers as figurehead executives so they could secretly wield control of the company and issue millions of shares of stock to themselves, family, and friends.  They later hired one of their friends as CEO.  They allegedly caused the company to enter into an agreement to borrow money from them under generous terms that included extra bonus payments to Gilbertson, Reger, and other lenders based on the price of Dakota Plains stock after 20 days of trading following a reverse merger into a company with publicly-traded shares. 

According to the SEC’s complaint, Gilbertson enlisted friends and associates including Douglas Hoskins and Thomas Howells to choreograph extensive sales and purchases of Dakota Plains stock and cause the price to skyrocket from 30 cents to more than $11 per share during that 20-day period.  The inflated stock price obligated Dakota Plains to make bonus payments totaling $32 million to Gilbertson, Reger, and others.  After meeting his target to receive the bonus payments, Gilbertson ceased his alleged manipulation efforts.  The stock price then steadily declined to pennies per share and was delisted a few months ago.

Hoskins and Howells are charged in the SEC’s complaint along with Gilbertson for allegedly participating in his stock manipulation activities.

“As alleged in our complaint, Gilbertson enriched himself by more than $16 million through his secret control of the company while he and his associates defrauded shareholders and manipulated the stock price,” said David Glockner, Director of the SEC’s Chicago Regional Office.  “Corporate insiders must fully disclose their stock ownership and trading activities and cannot abuse their power in order to secretly reward themselves.”

Reger consented to an SEC order finding that he obtained illicit payments and skirted public disclosure requirements by spreading his Dakota Plains stock holdings among 10 accounts in different names to conceal that he owned more than one-fifth of the company’s shares and reaped millions of dollars in bonus payments.  Without admitting or denying the findings, Reger agreed to pay $6.5 million in disgorgement, $669,365.85 in interest, and a $750,000 penalty.

Minnesota-based stockbroker Nicholas Shermeta also consented to an SEC order finding that he solicited investors for Dakota Plains and recommended the stock to his clients at the registered brokerage firm where he worked, but improperly brokered the sales through his unregistered firm Napa Properties rather than through his employer.  Without admitting or denying the findings, Shermeta and Napa Properties agreed to pay $75,000 in disgorgement, $11,075.49 in interest, and a $50,000 penalty.  Shermeta also agreed to be barred from the securities industry with a right to apply for reinstatement after three years.

The SEC’s complaint against Gilbertson, Hoskins, and Howells seeks monetary sanctions and injunctive relief as well as an officer-and-director bar against Gilbertson.

The SEC’s investigation, which is continuing, is being conducted by Chris White, Craig McShane, and C.J. Kerstetter of the Chicago office.  The litigation will be led by Ben Hanauer and Jonathan Polish, and the case is being supervised by Robert Burson.

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IIROC Trade Halt – Neovasc Inc.

Toronto, Ontario–(Newsfile Corp. – October 31, 2016) – The following issues have been halted by IIROC:

Company: 

Neovasc Inc.

TSX Symbol:

NVC (all issues)

Reason:

Pending News

Halt Time (ET)

15:07

   

IIROC can make a decision to impose a temporary suspension of trading in a security of a publicly listed company, usually in anticipation of a material news announcement by the company. Trading halts are issued based on the principle that all investors should have the same timely access to important company information. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

– 30 –

For further information: IIROC Inquiries 1-877-442-4322 (Option 3) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

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Altima Announces Change of Officer

Vancouver, British Columbia–(Newsfile Corp. – October 31, 2016) – Altima Resources Ltd. (TSXV: ARH) (FSE: AKC) (OTC Pink: ARSLF) announces that Joe DeVries has been appointed as Interim Chief Executive Officer and President of the Company, replacing Richard Switzer, who has notified the Company of his desire to retire from active involvement. The Company wishes to thank Mr. Switzer for his ten years of service as CEO, President and director.

For clarification, the Company’s Officers and Directors are currently comprised of the following:

Joe DeVries, Interim President and Chief Executive Officer, and Director
Richard Barnett, Secretary and Chief Financial Officer
Jim O’Byrne, Chairman and Director
Stephen Watts, Director
Jurgen Wolf, Director

ON BEHALF OF THE BOARD

SIGNED: “Richard Barnett”

Richard Barnett, CFO
Contact: (604) 336-8610

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to: availability of capital and financing required to continue the Company’s exploration and development plans; general economic, market or business conditions; the actual results of current and planned exploration activities; fluctuating commodity prices; risks associated with property option agreements, leases, joint ventures and the ability to conclude joint venture agreements on favorable terms; possibility of accidents, equipment breakdowns and delays during exploration; exploration cost overruns or unanticipated costs and expenses; regulatory changes and restrictions including in relation to environmental liability; timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

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Canamex Resources: Commencement of Fall Drilling Program at Bruner Project, Nye County, Nevada

Vancouver, British Columbia–(Newsfile Corp. – October 31, 2016) – Canamex Resources Corp. (TSXV: CSQ) (OTCQX: CNMXF) (FSE: CX6) (“Canamex”), is pleased to announce it has commenced a fall drilling campaign at the Bruner gold project in Nye County, Nevada.

The drilling campaign will focus on in-fill drilling at the Paymaster resource area to provide sufficient drill data to elevate the currently inferred resources to indicated resources, when resources are estimated next, and to re-examine the capping grade used in the previous resource estimations. A capping grade of 7 gm/tonne (gpt) Au was applied at the Paymaster zone because a significant number of the Paymaster database assays above 7 gpt Au came from previously collected underground channel samples which were not statistically represented in the drill hole data base. That was a result of insufficient drill density in the core higher grade resource area. Several drill hole samples returned values greater than 30 gpt Au and one as high as 59.7 gpt Au. This drilling program is designed to provide sufficient drill density to allow reconsideration of the capping grade in future resource estimations. Roughly half of the ounces estimated in the Paymaster resource area are not included in the NI43-101 resource estimate as a result of the grade capping applied.

The Paymaster resource area was identified in the last few holes of the fall 2014 drilling campaign, and this will be the first return to drilling within that resource area. In November 2014 (November 17, 2014) the Company announced reverse circulation (“RC”) drilling at the Paymaster target area had intersected good grade gold mineralization in numerous drill holes. Drill hole B-1457 intersected 16.7 metres (55 feet) grading 9.94 g/tonne (0.290 opt) Au from 41.2-57.9 metres (135-190 feet). Drill hole B-1460 intersected 7.6 metres (25 feet) grading 9.98 g/tonne (0.291 opt) Au from 53.4-61 metres (175-200 feet). And drill hole B-1458 intersected 13.1 metres (43 feet) grading 5.13 g/tonne (0.15 opt) Au from 42.7-55.8 metres (140-183 feet). The 2016 drilling program will follow-up on these intercepts to flesh out this higher grade portion of the Paymaster resource area. The Paymaster resource area is the first resource area scheduled for development in the conceptual flow sheet presented in the Preliminary Economic Assessment, and firming up and possibly adding ounces in this resource area would have a significant positive impact on the projected economics for the project.

In addition the Company will drill four condemnation holes to the north of the Paymaster resource area in the proposed heap leach pad and pond area to determine depth to groundwater (if any is encountered within 500 feet of the surface). This information is critical to allow the Company to commence the project permitting process with the State of Nevada Department of Environmental Protection and the U.S. Bureau of Land Management.

Greg Hahn, President and COO and a Certified Professional Geologist (#7122) is the Qualified Person under NI43-101 responsible for preparing and reviewing the data contained in this press release.

ON BEHALF OF THE BOARD

SIGNED: “Gregory Hahn”

Gregory A Hahn, President and COO
Contact: (720) 244-2022

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE TO US INVESTORS REGARDING RESOURCE ESTIMATION

Canamex Resources prepares its resource estimates in accordance with standards of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101 (NI 43-101). These standards are different from the standards generally permitted in reports filed with the SEC. Under NI 43-101, Canamex Resources reports measured, indicated and inferred resources, measurements, which are generally not permitted in filings made with the SEC. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. U.S. investors are cautioned not to assume that any part of measured or indicated resources will ever be converted into economically mineable reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. Forward-looking statements in this news release include statements in relation to the timing, cost and other aspects of the planned 2016 program on the Bruner property; the potential for development of the mineral resources; the potential mineralization and geological merits of the Bruner property; and other future plans, objectives or expectations of the Company. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include the risk that actual results of current and planned exploration activities, including the results of the Company’s 2016 drilling program(s) on the Bruner property, will not be consistent with the Company’s expectations; the geology, grade and continuity of any mineral deposits and the risk of unexpected variations in mineral resources, grade and/or recovery rates; fluctuating metals prices; possibility of accidents, equipment breakdowns and delays during exploration; exploration cost overruns or unanticipated costs and expenses; uncertainties involved in the interpretation of drilling results and geological tests; availability of capital and financing required to continue the Company’s future exploration programs and preparation of geological reports and studies; delays in the preparation of geological reports and studies; the metallurgical characteristics of mineralization contained within the Bruner property are yet to be fully determined; general economic, market or business conditions; competition and loss of key employees; regulatory changes and restrictions including in relation to required permits for exploration activities (including drilling permits) and environmental liability; timeliness of government or regulatory approvals; and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions, including that the Company’s 2016 programs will proceed as planned and within budget. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

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Audit Partner Charged in Failed Audits of Venture Capital Fund

Washington D.C.–(Newsfile Corp. – October 31, 2016) – The Securities and Exchange Commission today announced proceedings against a PricewaterhouseCoopers audit partner who served as engagement partner for the independent audits of a venture capital fund.

The SEC Enforcement Division alleges that Adrian D. Beamish, who is based in San Jose, Calif., failed to scrutinize millions of dollars taken from Burrill Life Sciences Capital Fund III in related party transactions under the guise of “advanced” management fees.  Beamish allegedly failed to determine whether the fund’s adviser had proper authorization and rationale for taking the money.  Beamish also allegedly failed to ensure that the transactions were properly disclosed in the fund’s financial statements. 

The owner and principal of the investment adviser, G. Steven Burrill, settled an SEC case earlier this year that found that he spent the money he took from the fund to keep his other businesses afloat, travel on family vacations, and pay other unauthorized personal expenses.

“Auditors perform a critical check on fraudulent conduct, especially when related party transactions are involved,” said Jina L. Choi, Director of the SEC’s San Francisco Regional Office.  “We allege that Beamish’s repeated failure to exercise professional skepticism prevented him from recognizing that Burrill was stealing investor money from the fund.”   

The administrative proceedings against Beamish will determine whether he should be suspended from appearing or practicing before the SEC as an accountant, which includes not participating in the financial reporting or audits of public companies.  The matter will be scheduled for a public hearing before an administrative law judge, who will prepare an initial decision stating what, if any, remedial actions are appropriate.

The SEC Enforcement Division’s investigation was conducted by Heather E. Marlow and John Roscigno and supervised by Tracy Davis in the San Francisco office.  The litigation will be handled by E. Barrett Atwood, Robert Tashjian, and Ms. Marlow.

 

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