Royal Road Minerals Succeeds in Bid for Caza Gold

Toronto, Ontario–(Newsfile Corp. – February 28, 2017) – Royal Road Minerals Limited (TSXV: RYR) (“Royal Road Minerals” or the “Company”) announces that it has been successful in its bid to acquire Caza Gold Corp. (TSXV: CZY) (“Caza”) under its previously announced offer (the “Offer”) made to Caza Gold’s shareholders. A total of 134,886,372 common shares of Caza, representing approximately 90% of Caza’s issued and outstanding common shares were deposited under the Offer (and not withdrawn) as at 11:59 p.m. (Pacific Time) on February 27, 2017, the expiry time of the initial deposit period under the Offer.

Royal Road Minerals has taken up all of these shares deposited under the Offer and, as a result, now holds an aggregate of 134,886,372 common shares of Caza, which represents approximately 90% of the issued and outstanding common shares of Caza, calculated on a fully-diluted basis.

Given the substantial support for the Offer, Royal Road Minerals has also extended the deposit period under the Offer for the mandatory 10-day extension period required under applicable securities laws, to enable those shareholders who have not yet tendered their shares, to deposit their Caza common shares to the Offer. The Offer, as extended, will now expire at 11:59 p.m. (Pacific Time) on March 13, 2017. All of the terms and conditions of the Offer have been complied with or waived, as applicable, and to the extent required for the take up securities deposited under Offer under applicable securities laws.

Royal Road Minerals’ President and Chief Executive Officer, Tim Coughlin said: “We are pleased that Caza’s shareholders have accepted the Offer, and we welcome them as Royal Road Minerals shareholders and as participants in our exciting growth strategy, which includes plans to advance the exploration of Caza’s key Nicaraguan properties, to continue our exploration work in the highly prospective province of Nariño in southern Colombia and to advance other initiatives elsewhere throughout Latin America.”.

As further described in the Offer circular, Royal Road Minerals intends to carry out a compulsory acquisition or, alternatively, a subsequent acquisition transaction to acquire Caza common shares not deposited under the Offer. Upon completion of the compulsory acquisition or subsequent acquisition transaction, Royal Road Minerals intends to de-list the Caza shares from the TSX Venture Exchange.

Caza shareholders who tendered to the Offer will receive 0.16 of a Royal Road Minerals ordinary share for each Caza common share tendered, subject to adjustment with respect to fractional shares.

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 statement:

This news release contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”) and includes statements relating to the Offer and those describing the Companys future plans and the expectations of its management that a stated result or condition will occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company and Caza, or developments in the Company‘s and Caza‘s business or in the mineral resources industry, or with respect to the Offer, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about, among other things, future economic conditions and courses of action, and assumptions related to government approvals, and anticipated costs and expenditures. The words “plans“, “prospective“, “expect”, “intend”, “intends to” and similar expressions identify forward looking statements, which may also include, without limitation, any statement relating to future events, conditions or circumstances. Forward-looking statements of the Company contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Company’s take-over bid circular prepared and filed in accordance with applicable securities laws in Canada as well as the ability of the Company to obtain the requisite number of Caza shares at the expiry time of the offer, as extended, to effect a compulsory acquisition or a subsequent acquisition transaction and to de-list the Caza shares from the TSX Venture Exchange.

The Company cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. There is no guarantee that the anticipated benefits of the Offer and the Company‘s and Caza‘s business plans or operations will be achieved. The risks and uncertainties that may affect forward-looking statements include, among others: economic market conditions, anticipated costs and expenditures, government approvals, and other risks detailed from time to time in the Company‘s and Caza‘s filings with Canadian provincial securities regulators or other applicable regulatory authorities. Forward-looking statements included herein are based on the current plans, estimates, projections, beliefs and opinions of the Company management and information provided to the Company by Caza, and, except as required by law, the Company and Caza do not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in this news release should be construed as either an offer to sell or a solicitation to buy or sell the Company‘s securities.

For further information please contact:
Dr. Tim
othy Coughlin
President and Chief Executive Officer

USA-Canada toll free 1800 6389205
+44 (0)1534 887166
+44 (0)7797 742800
info@royalroadminerals.com

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Rhyolite Resources Ltd. Announces Increase to Previously Announced Private Placement Financing

Vancouver, British Columbia–(Newsfile Corp. – February 28, 2017) – Rhyolite Resources Ltd. (TSXV: RYE) (“Rhyolite” or the “Company”) reports that the previously announced brokered private placement (January 26, 2017) of up to a maximum of 16,000,000 Units at a price of $0.10 per Unit has been increased to 20,000,000 Units at a price of $0.10 per Unit for gross proceeds of $2,000,000 (the “Offering”).

Each Unit will consist of one (1) common share and one-half (1/2) share purchase warrant of Rhyolite (“Warrant”). Each whole Warrant shall entitle the holder thereof to acquire one additional common share of Rhyolite at an exercise price of $0.15 per share at any time on or before the date which is 24 months after the closing date of the Offering.

Leede Jones Gable Inc. (the “Agent”) is acting as agent for the Offering. On closing, the Company may pay the Agent a commission in cash and/or warrants.

Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including that of the TSX Venture Exchange.

The funds raised from the issuance of the Units shall be used to finance potential acquisitions of new properties and for general working capital purposes.

ON BEHALF OF THE BOARD OF DIRECTORS OF
R
HYOLITE RESOURCES LTD.

Richard Graham
Director, President and CEO

For further information please contact:

Richard Graham, P.Geol.
Telephone: 604-689-1428

Cautionary Statement for Forward Looking Information

Certain information set forth in this press release contains forward-looking statements. Specifically, this press release contains forward-looking statements concerning the anticipated use of proceeds of the Offering and the anticipated closing of the Offering. The anticipated closing date assumes that prior to that date, the Company will obtain all necessary regulatory approvals. The anticipated use of proceeds assumes that the Offering will occur as contemplated and assumes the existence of certain other conditions with respect to the capital expenditure program of the Company, general economic conditions, industry conditions, currency fluctuations, commodity prices. In each case, the risk factors that could cause actual results to vary from results expressed or implied by the forward looking statements contained in this press release are primarily events beyond the Company’s control that preclude the Company from satisfying all applicable pre-conditions and include the risks that the Offering may not close, general economic conditions, industry conditions, currency fluctuations, volatility of commodity prices, exploration risk, escalation of operating and capital costs, the ability to access sufficient capital from internal and external sources and competition from other industry participants for, among other things, capital, services, acquisitions of new properties . These forward-looking statements may prove to be incorrect and undue reliance should not be placed on them. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable law, the Company does not intend and does not assume any obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

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.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

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IIROC Trade Halt – Dream Global Real Estate Investment Trust

Toronto, Ontario–(Newsfile Corp. – February 28, 2017) – The following issues have been halted by IIROC:

Company: 

Dream Global Real Estate Investment Trust

TSX Symbol:

DRG.UN (all issues)

Reason:

Pending News

Halt Time (ET)

16:35

   

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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IIROC Trade Halt – Nesscap Energy Inc.

Vancouver, British Columbia–(Newsfile Corp. – February 28, 2017) – The following issues have been halted by IIROC:

Company: 

Nesscap Energy Inc.

TSX-V Symbol:

NCE

Reason:

Pending News

Halt Time (ET)

16:42

   

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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Centurion Announces 30% Increase in Orders of Agri-Mineral Materials

Vancouver, British Columbia–(Newsfile Corp. – February 28, 2017) – Centurion Minerals Ltd. (TSXV: CTN) (“Centurion”, or the “Company”) is pleased to announce that its local joint venture partner has successfully negotiated a new definitive supply contract (the “Contract”) with a highly respected agri-mineral fertilizer distributor in Argentina. The Contract commits the Argentine distributor to purchasing a minimum of 12,500 tonnes of agri-gypsum material from the Company’s Ana Sofia project in 2017, commencing in March. This represents a 30% increase in material orders for delivery in 2017.

Centurion CEO, Mr. David Tafel comments, “We are excited to add an additional Argentine agricultural distributor to our client list. This distributor has a solid history of selling agri-minerals in the country and their extensive testing and approval of our product is a testament to the quality of output at our Ana Sofia Project. Solidifying sales of an additional 12,500 tonnes of material further de-risks the project while continuing to validate the strong demand for agri-gypsum as a soil enhancement and fertilizer solution in South America.”

The Ana Sofia Project

The Company has an operating agri-gypsum pilot plant with a process design capacity of 4,000 tonnes/month. Gypsum is quarried from near-surface, flat-lying beds within the sedimentary formation that extends throughout the Ana Sofia Property. The gypsum rock is fed into a hopper leading to primary and secondary crushers, then screened and sorted into two agri-gypsum fertilizer products. The plant produces both a 2 – 4mm granular product and a powdered product (each having a minimum 85% gypsum content) that are packaged into one tonne tote bags.

The Ana Sofia Project comprises two mining concessions totaling 50 hectares (ha) in size within a larger (approximately 600 ha) exploration permit area. The Project is well situated within a region where small producers are currently extracting agricultural gypsum and selling to fertilizer distributors and farmers. An initial inferred gypsum resource for the Project was estimated (news releases – October 31; December 16, 2016), to comprise 1.47 million tonnes averaging 94.1% gypsum, using an 85% cut-off grade that is the minimum required gypsum content for commercial-quality agricultural gypsum products in Argentina.

ABOUT CENTURION

Centurion Minerals Ltd. is a Canadian-based company with an international focus on the exploration and development of agri-mineral and precious mineral projects. For additional information on the Ana Sofia project and applications of agri-gypsum, visit our website: http://ift.tt/1MClo9K

On Behalf of the Board,
“David G. Tafel”
President and CEO

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.

For Further Information, Contact:

David Tafel
President and CEO
604-484-2161

The Ana Sofia project has not been the subject of a feasibility study and as such there is no certainty that a potential mine will be realized or that the processing facility will be able to produce a commercially marketable product. There is a significant risk that any production from the project will not be profitable with these risks elevated by the absence of a compliant NI 43‑101 feasibility study. A mine production decision that is not based on a feasibility study demonstrating economic and technical viability does not provide adequate disclosure of the increased uncertainty and specific risks of failure associated with such a production decision. The Company has undertaken market research and studies to try to mitigate these risks. The work carried out to date is of a preliminary nature to assist in the determination as to whether the mineral product is suitable for sale and if there are markets for the mineral product. General risks inherent in the Project include the reliance on available data and assumptions and judgments used in the interpretation of such data, the speculative and uncertain nature of exploration and development costs, capital requirements and the ability to obtain financing, volatility of global and local economic climates, share price volatility, estimated price volatility, changes in equity markets, exchange rate fluctuations and other risks involved in the mineral exploration and development industry. There can be no assurance that a forward‑looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward‑looking statements or information. We undertake no obligation to reissue or update any forward‑looking statements or information except as required by law.

The Ana Sofia mineral resource estimate is reported in accordance with the Canadian Securities Administrators National Instrument 43-101 and has been estimated using the CIM “Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines” dated November 23rd, 2003 and CIM “Definition Standards for Mineral Resources and Mineral Reserves” dated May 10th, 2014. Due to the relatively wide spacing of the historical quarries and the 2016 test pits, which varies between 40 m and 300 m, the Ana Sofia 2 resource described herein is categorized entirely as an inferred mineral resource. Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. There is no guarantee that any part of the mineral resources will be converted into a mineral reserve in the future. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.

This news release contains forward looking statements concerning future operations of Centurion Minerals Ltd. (the “Company”). All forward-looking statements concerning the Company’s future plans and operations, including management’s assessment of the Company’s project expectations or beliefs may be subject to certain assumptions, risks and uncertainties beyond the Company’s control. Investors are cautioned that any such statements are not guarantees of future performance and that actual performance and exploration and financial results may differ materially from any estimates or projections. Such statements include, among others: possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of reclamation activities; conclusions of future economic evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other risks of the mining industry; delays and other risks related to construction activities and operations; timing and receipt of regulatory approvals of operations; the ability of the Company and other relevant parties to satisfy regulatory requirements; the availability of financing for proposed transactions, programs and working capital requirements on reasonable terms; the ability of third‑party service providers to deliver services on reasonable terms and in a timely manner; market conditions and general business, economic, competitive, political and social conditions.

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BFK Capital Corp. and the Hydropothecary Corporation Announce TSXV Conditional Approval and Filing of Filing Statement

Toronto, Ontario–(Newsfile Corp. – February 28, 2017) – BFK Capital Corp. (TSXV: BFK.P) (“BFK” or the “Company“), a Capital Pool Company, and The Hydropothecary Corporation (“THC“), are pleased to announce that BFK has received conditional approval from the TSX Venture Exchange (“TSXV“) for its previously announced Qualifying Transaction (as defined under TSXV Policy 2.4) with THC whereby BFK will acquire all of the securities of THC by way of a three-cornered amalgamation pursuant to the laws of Canada, BFK will change its name to “The Hydropothecary Corporation” and the directors and management of THC will become the directors and management of the resulting issuer (the “Transaction“). BFK and THC are also pleased to announce that BFK has filed its filing statement dated February 28, 2017 (the “Filing Statement“) with respect to the Transaction. For further details with respect to the Transaction, please see the Filing Statement which is available under BFK’s profile on SEDAR at www.sedar.com.

Assuming all conditions for closing are satisfied, it is expected that the Transaction will be completed on or around March 16, 2017. BFK received the approvals required from its shareholders to complete the Transaction on January 25, 2017, and THC has scheduled a meeting of its shareholders to seek approval for the Transaction for March 14, 2017.

“We are excited by the progress we’ve made towards our going public transaction and look forward to having more shareholders be a part of the Hydropothecary story”, says Sebastien St-Louis, CEO, Hydropothecary. “The timing couldn’t be better given Hydropothecary’s continued growth with the introduction of the H2 midmarket product line.”

On closing of the Transaction, the resulting issuer is expected to commence trading on the TSXV under the trading symbol “THCX”.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction and the parties’ ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. BFK and THC assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Cautionary Statements

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither 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.

For further information, please contact:

Riccardo Forno
CEO
BFK Capital Corp.
(416) 361-2817

Sebastien St-Louis
President and CEO
The Hydropothecary Corporation
(613) 293-4515

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IIROC Trade Halt – Avigilon Corporation

Toronto, Ontario–(Newsfile Corp. – February 28, 2017) – The following issues have been halted by IIROC:

Company: 

Avigilon Corporation

TSX Symbol:

AVO (all issues)

Reason:

Pending News

Halt Time (ET)

16:00

   

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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