TSX Venture Exchange - Daily Bulletins

TSX Venture Exchange - Daily Bulletins

June 14, 2005 16:56 ET

TSX Venture Exchange Daily Bulletins for June 14, 2005

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 14, 2005) -



TSX VENTURE COMPANIES

CO2 SOLUTION INC. ("CST")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension of the expiry
date of the following warrants:

Number of Warrants: 8,735,615
Original Expiry Date of Warrants: June 20, 2005 considering the
first extension (originally
March 19, 2005)
New Expiry Date of Warrants: March 20, 2006
Exercise Price of Warrants: $1.00 per common share

8,000,000 of these warrants were issued pursuant to a prospectus
offering of 8,000,000 common shares with 8,000,000 share purchase
warrants attached, which was accepted for filing by the Exchange
effective March 19, 2004. The balance of 735,615 warrants was issued
pursuant to the conversion of convertible debentures held by two
institutional investors of the Company, which was also accepted for
filing effective March 19, 2004. 56,200 of the 8,735,615 warrants are
held by insiders of the Company.

CO2 Solution inc. ("CST")
TYPE DU BULLETIN : Report de l'echeance de bons de souscription
DATE DU BULLETIN : Le 14 juin 2005
Societe du Groupe 2 de TSX croissance

La Bourse de croissance TSX a consenti au report de l'echeance des
bons de souscription suivants :

Nombre de bons de souscription : 8 735 615
Date d'expiration des bons a
l'origine : Le 20 juin 2005 considerant le
premier report de l'echeance
(originalement le 19 mars 2005)
Nouvelle date d'expiration des bons :Le 20 mars 2006
Prix d'exercice des bons : 1,00 $ par action ordinaire

8 000 000 de ces bons de souscription ont ete emis aux termes d'un
placement par voie de prospectus de 8 000 000 d'actions ordinaires de
la societe assorties de 8 000 000 de bons de souscription, lequel
placement a ete accepte par la Bourse de croissance TSX en date
effective du 19 mars 2004. Le solde de 735 615 bons de souscription a
ete emis suivant la conversion de debentures convertibles detenues
par deux investisseurs institutionnels de la societe, laquelle
conversion a egalement ete acceptee en date effective du 19 mars
2004. 56 200 des 8 735 615 bons de souscription sont detenus par des
inities de la societe.
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EASTFIELD RESOURCES LTD. ("ETF")
BULLETIN TYPE: Halt
BULLETIN DATE: June 14, 2005
TSX Venture Tier 1 Company

Effective at the opening PST, June 14, 2005, trading in the shares of
the Company was halted at the request of the Company, pending an
announcement; this regulatory halt is imposed by Market Regulation
Services, the Market Regulator of the Exchange pursuant to the
provisions of Section 10.9(1) of the Universal Market Integrity
Rules.
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FREEWEST RESOURCES CANADA INC. ("FWR")
BULLETIN TYPE: Private Placement Brokered
BULLETIN DATE: June 14, 2005
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the documentation with
respect to a brokered Private Placement announced on May 3, 2005:

Number of Shares: 3,500,000 flow-through shares

Purchase Price: $0.32 per flow-through share

Number of Placees: 7 placees

Agent: Canaccord Capital Corporation

Agent's Fees: Canaccord Capital Corporation
has received $67,200 cash and an
option to purchase 112,000
common shares at $0.32 for an
18-month period.

The Company issued a press release on May 20, 2005 confirming the
closing of the above-mentioned Private Placement.

RESSOURCES FREEWEST CANADA INC. ("FWR")
TYPE DE BULLETIN : Placement prive avec l'entremise d'un courtier
DATE DU BULLETIN : Le 14 juin 2005
Societe du groupe 1

Bourse de croissance TSX a accepte le depot de la documentation en
vertu d'un placement prive avec l'entremise d'un courtier tel
qu'annonce le 3 mai 2005 :

Nombre d'actions : 3 500 000 actions accreditives

Prix : 0,32 $ par action accreditive

Nombre de souscripteurs : 7 souscripteurs

Agent : Canaccord Capital Corporation

Commission des agents : Canaccord Capital Corporation a
recu 67 200 $ comptant et une
option d'achat de 112 000
actions ordinaires au prix de
0,32 $ par action pour une
periode de 18 mois.

La societe a emis un communique de presse le 20 mai 2005 confirmant
la cloture du placement prive mentionne ci-haut.
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GLOBESTAR MINING CORPORATION ("GMI")
BULLETIN TYPE: Property-Asset Acquisition
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant
to a Net Profits Interest Purchase Agreement dated April 20, 2005
between Globestar Mining Corporation (the 'Company') and 4-Star
Group, Inc. ('4-Star'), whereby the Company has re-acquired the 50%
Net Profits Interest of Cerro de Maimon owned by 4-Star (originally
sold to 4-Star in April 2002). In consideration, the Company will
make payments totaling US$4,700,000 in 4 tranches over an 18-month
period and issue 1,500,000 Series A warrants exercisable at CDN$0.75
per share and 1,500,000 Series B warrants exercisable at CDN$1.50
per share, all for a 2-year period.
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GOLD POINT EXPLORATION LTD. ("GPE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced May 31, 2005
and amended June 7, 2005:

Number of Shares: 2,230,000 shares

Purchase Price: $0.40 per share

Warrants: 2,150,000 share purchase
warrants to purchase 2,150,000
shares

Warrant Exercise Price: $0.50 for a one year period

Number of Placees: 20 placees

Insider / Pro Group Participation:

Insider equals Y/
Name ProGroup equals P/ # of Shares

David Garnett P 25,000
David E. Patriquin P 50,000
Clive Stockdale P 50,000
David Horton P 37,500
Rob Anderson P 50,000
Nick DeMare Y 376,000
Sean Hurd Y 319,000

Finder's Fee: 60,000 shares payable to
Paramount Trading Company Inc.
(David Eger)

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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GRANDCRU RESOURCES CORPORATION ("GR")
BULLETIN TYPE: Warrant Term Extension, Correction
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Further to TSX Venture Exchange Bulletin dated June 10, 2005, the
following information is corrected:

# of Warrants: 1,947,623
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INCA PACIFIC RESOURCES INC. ("IPR.WT") ("IPR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 14, 2005
TSX Venture Tier 1 Company

Effective at the opening, PST, June 14, 2005, shares of the Company
resumed trading, an announcement having been made over StockWatch.
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INOVISION SOLUTIONS INC. ("IVS")
(formerly Inovision Solutions Inc. ("IVS.H"))
BULLETIN TYPE: Graduation from NEX, Symbol Change, Change of
Business, Property-Asset Acquisition, Resume Trading
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

The Company has met the requirements to be listed as a TSX Venture
Tier 2 Company. Therefore, effective on June 15, 2005, 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, June 15, 2005, the trading symbol for the
Company will change from IVS.H to IVS.

Change of Business

TSX Venture Exchange has accepted for filing the Company's Change of
Business, which includes the acceptance of the following
transactions:

Property-Asset Agreement

TSX Venture Exchange has accepted for filing an Option Agreement (the
'Agreement') dated October 12, 2004 between the Company and Nevada
Geothermal Power Inc. ('NGP'), whereby the Company can earn a 50%
interest in the Pumpernickel Geothermal Property (the 'Property')
located in Humboldt County, Nevada.

The total consideration payable by the Company to NGP is $120,000 and
600,000 common shares.

The Company is classified as an 'Other Electric Power Generation'
company.

For further information, please refer to the Company's Information
Circular dated March 30, 2005.

Resume Trading

Effective at the opening June 15, 2005, shares of the Company will
resume trading.
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LAS VEGAS FROM HOME.COM ENTERTAINMENT INC. ("LVH")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

First Tranche

TSX Venture Exchange has accepted for filing documentation with
respect to a Brokered Private Placement announced April 21, 2005:

Number of Shares: 12,485,500 shares

Purchase Price: $0.65 per share

Warrants: 6,242,750 share purchase
warrants to purchase 6,242,750
shares

Warrant Exercise Price: $1.00 for a two year period. The
Warrants will be called for
trading at the expiration of the
hold period (September 14,
2005).

Number of Placees: 151 placees

Insider / Pro Group Participation:

Insider equals Y/
Name ProGroup equals P/ # of Shares

2037490 ON Ltd.
(Greg Thompson) P 750,000
Brian Clouse P 20,000
Trevor Turnbull P 10,000
Paul Rachgod P 15,000
Cory Houston P 10,000
Robert Winslow P 15,000
Tetyana Savchenko P 15,000
James Dale P 20,000
Wellington West
Capital Markets Inc. P 17,712
Dennis Hayashi P 16,000
Brian McLaughlin P 77,000
David McFadgen P 15,500
Charles Kucey P 75,470
Robert J. Goldberger P 40,000
Nikolas Perrault P 50,000
Howard Kaplow P 40,000
Caroline Duquette P 50,000
Frank Sauve P 38,460
75907 MB Ltd.
(A. Martin Cohn &
Lorne Cohn) P 50,000
Roxy and Bear Investments Inc.
(Richard Groome) P 384,000
John Vuron P 100,000
Nelson Young P 15,000
David Schneider P 40,000
Ian Wallace P 15,400
Guy Chaveau P 15,500
Jacqueline Turmel P 15,500
Stephane Rail P 29,500

Agents: Wellington West Capital Markets
Inc., CIBC World Markets Inc.,
GMP Securities Ltd. and Sprott
Securities Inc.

Commission: $41,085.09 cash and 316,039
Compensation Warrants payable to
Wellington West Capital Markets
Inc. The Compensation Warrants
are exercisable into Units at
$0.65 for a period of two years
(the underlying Units having the
same terms as the private
placement units).

$41,085.09 cash and 316,039
Compensation Warrants payable to
CIBC World Markets Inc.

$16,434.03 cash and 126,416
Compensation Warrants payable to
GMP Securities Ltd.

$10,956.03 cash and 84,277
Compensation Warrants payable to
Sprott 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.
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LYSANDER MINERALS CORPORATION ("LYM")
BULLETIN TYPE: Halt
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Effective at the opening PST, June 14, 2005, trading in the shares of
the Company was halted at the request of the Company, pending an
announcement; this regulatory halt is imposed by Market Regulation
Services, the Market Regulator of the Exchange pursuant to the
provisions of Section 10.9(1) of the Universal Market Integrity
Rules.
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NOREX EXPLORATION SERVICES INC. ("NRX")
BULLETIN TYPE: Property-Asset Acquisition
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pursuant
to an arm's length share purchase agreement announced March 10, 2005,
whereby Norex Exploration Inc. (the 'Company') will acquire 100% of
the issued and outstanding shares of Geophysical Applications
Processing Services Limited and its affiliate, Geophysical
Applications Inc. In consideration, the Company will pay an
undisclosed party a payment of $1,066,401 and the issuance of
1,254,589 shares of the Company at a price of $0.425.
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PACIFIC STRATUS ENERGY LTD. ("PVL")
(formerly Pacific Stratus Ventures Ltd. ("PVL"))
BULLETIN TYPE: Name Change
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Pursuant to a resolution passed by directors on April 29, 2005, the
Company has changed its name as follows. There is no consolidation of
capital.

Effective at the opening June 15, 2005, the common shares of Pacific
Stratus Energy Ltd. will commence trading on TSX Venture Exchange,
and the common shares of Pacific Stratus Ventures Ltd. will be
delisted. The Company is classified as an 'oil and gas extraction'
company.

Capitalization: 100,000,000 shares with no par
value of which
66,483,728 shares are issued and
outstanding
Escrow: nil escrow shares

Transfer Agent: Equity Transfer Services Inc.
Trading Symbol: PVL (no change)
CUSIP Number: 69487T 10 3 (new)
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PHOENIX MATACHEWAN MINES INC. ("PMM")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with
respect to a Brokered Private Placement announced May 14, 2005:

Number of Shares: 2,300,000 common shares
1,115,000 flow through shares

Purchase Price: $0.15 per share
(common and flow through)

Warrants: 3,415,000 share purchase
warrants to purchase
3,415,000 shares

Warrant Exercise Price: $0.20 for a two year period

Number of Placees: 15 placees

Insider / Pro Group Participation:

Insider equals Y/
Name ProGroup equals P/ # of Shares

Michael Winiker P 70,000
Peter Marshall P 140,000

Agent: Raymond James Ltd.

Agent's Fee: $8,887.50, plus 118,500 units,
with each unit consisting of one
common share and 1 warrant,
exercisable until March 1, 2006,
at a price of $0.15

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the
Company has issued a news release announcing the closing of the
private placement and setting out the expiry dates of the hold
period(s).
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R37 CAPITAL CORPORATION ("RPD.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Further to TSX Venture Exchange Bulletin dated June 13, 2005,
effective at the opening, PST, June 14, 2005 trading in the shares of
the Company will remain halted pending receipt and acceptance of
acceptable documentation regarding the qualifying transaction
pursuant to Listings Policy 2.4.
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RAINY RIVER RESOURCES LTD. ("RR")
(formerly Collingwood Capital Corporation ("CLW"))
BULLETIN TYPE: Stock Split, Name Change
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Pursuant to Special Resolutions passed by shareholders February 25,
2005, it was resolved that:

(a) the Company's name be changed from Collingwood Capital
Corporation to Rainy River Resources Ltd.; and

(b) the Company's common shares will be split on a 1 old for 4 new
basis.

Effective at the opening June 15, 2005, the common shares of Rainy
River Resources Ltd. will commence trading on TSX Venture Exchange,
and the common shares of Collingwood Capital Corporation will be
delisted.

The common shares of the Company will commence trading on a split
basis at the opening June 15, 2005. The Record date is June 17, 2005.
The Company is classified as a 'Mining' company.

Post - Split
Capitalization: unlimited shares with no par
value of which
14,306,472 shares are issued and
outstanding
Escrowed Shares: Nil

Transfer Agent: Computershare Trust Company of
Canada
Trading Symbol: RR (new)
CUSIP Number: 75101R 10 0 (new)

Letters of Transmittal will be used to effect this share split.
Letters of Transmittal will be mailed to shareholders on or about
June 22, 2005 to return their present share certificates in exchange
for new share certificates.
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SANTOY RESOURCES LTD. ("SAN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Effective at the opening, PST, June 14, 2005, shares of the Company
resumed trading, an announcement having been made over StockWatch.
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SELIENT INC. ("HTI")
(formerly Homebank Technologies Inc. ("HTI"))
BULLETIN TYPE: Name Change
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by shareholders June 6, 2005,
the Company has changed its name as follows. There is no
consolidation of capital.

Effective at the opening, June 15, 2005, the common shares of Selient
Inc. will commence trading on TSX Venture Exchange and the common
shares of Homebank Technologies Inc. will be delisted. The Company
is classified as a 'Software Development' company.

Capitalization: Unlimited number of common
shares with no par value are
authorized of which 19,896,086
common shares are issued and
outstanding
Escrow: Nil

Transfer Agent: Computershare Investor Services
Inc.
Trading Symbol: HTI (unchanged)
CUSIP Number: 816318 10 9 (new)
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SHANE RESOURCES LTD. ("SEI")
(formerly Shane Resources Ltd. ("SEI.H"))
BULLETIN TYPE: Graduation from NEX, Symbol Change, Private Placement-
Non-Brokered
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Graduation from NEX
The Company has met the requirements to be listed as a TSX Venture
Tier 2 Company. Therefore, effective on June 15, 2005, 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.

Symbol Change
Effective at the opening, June 15, 2005, the trading symbol for the
Company will change from SEI.H to SEI.

Private Placement-Non-Brokered

TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced September 16,
2004:

Number of Shares: 2,500,000 shares (1,250,000
flow-through, 1,250,000 non-
flow-through)

Purchase Price: $0.20 per share

Warrants: 2,500,000 share purchase
warrants to purchase 2,500,000
shares (1,250,000 flow-through,
1,250,000 non-flow-through)

Warrant Exercise Price: $0.25 for a one year period

Number of Placees: 15 placees

Insider / Pro Group Participation:

Insider equals Y/
Name ProGroup equals P/ # of Shares

Rick Walker Y 400,000
Stephen Marks Y 100,000

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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SILVERCREST MINES INC. ("SVL")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: June 14, 2005
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: 1,431,927
Original Expiry Dates of Warrants: December 18, 2004 (1,369,927
warrants)
December 30, 2004 (62,000
warrants)
New Expiry Dates of Warrants: December 18, 2005
December 30, 2005
Exercise Price of Warrants: $1.40

These warrants were issued pursuant to a private placement of
1,431,927 shares with 1,431,927 share purchase warrants attached,
which was accepted for filing by the Exchange effective January 5,
2004.
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SPARTON RESOURCES INC. ("SRI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Effective at the opening, PST, June 14, 2005, shares of the Company
resumed trading, an announcement having been made over StockWatch.
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STONECLIFFE CAPITAL INC. ("SNT.P")
BULLETIN TYPE: Regional Office Change, Remain Halted
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and
accepted the change of the Filing and Regional Office from Calgary,
Alberta to Toronto, Ontario.

Further to TSX Venture Exchange Bulletin dated April 25, 2005,
trading in the shares of the Company will remain halted.
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YANKEE HAT MINERALS LTD. ("KHT")
BULLETIN TYPE: Property-Asset Acquisition
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for Expedited filing documentation
of an Option Agreement dated June 5, 2005 between the Issuer and
344967 BC Ltd., 524520 British Columbia Ltd., Lawrence Barry and
Adam Vary (collectively, the 'Optionors') whereby the Issuer was
granted an option to acquire a 80% interest in four (4) mineral
claims located near the Northern Great Bear Magmatic Zone in the
Northwest Territories.

To exercise the option, the Issuer must make staged cash payments of
$20,000 and issue 200,000 units (each unit consists of one common
share and one common share purchase warrant. The warrants are
exercisable for 12 months at a price of $0.20 per share). In
addition, the Issuer must make a total of $2,000,000 in staged
mineral exploration expenditures over a period of four years.

A finders fee is payable in the amount of 100,000 shares to Raymund
Baterina.

The property is subject to a 2% net smelter return royalty and a 2%
gross overriding royalty (on diamonds) in favor of the Optionors.
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YANKEE HAT MINERALS LTD. ("KHT")
BULLETIN TYPE: Property-Asset Acquisition
BULLETIN DATE: June 14, 2005
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for Expedited filing documentation
of an Option Agreement dated June 5, 2005 between the Issuer and
344967 BC Ltd., 524520 British Columbia Ltd., Lawrence Barry and
Adam Vary (collectively, the 'Optionors') whereby the Issuer was
granted an option to acquire a 80% interest in two (2) mineral claims
located near the southern lob of the Proterozoic Thelon Basin in the
Northwest Territories.

To exercise the option, the Issuer must make staged cash payments of
$10,000 and issue 100,000 units (each unit consists of one common
share and one common share purchase warrant. The warrants are
exercisable for 12 months at a price of $0.20 per share). In
addition, the Issuer must make a total of $1,000,000 in staged
mineral exploration expenditures over a period of four years.

A finders fee is payable in the amount of 75,000 shares to Raymund
Baterina.

The property is subject to a 2% net smelter return royalty and a 2%
gross overriding royalty (on diamonds) in favor of the Optionoirs.
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NEX COMPANIES

INOVISION SOLUTIONS INC. ("IVS")
(formerly Inovision Solutions Inc. ("IVS.H"))
BULLETIN TYPE: Graduation to TSX Venture
BULLETIN DATE: June 14, 2005
NEX Company

The Company has met the requirements to be listed as a TSX Venture
Tier 2 Company. Therefore, effective on June 15, 2005, the Company's
listing will transfer from NEX to TSX Venture and the Filing and
Service Office will change from NEX to Vancouver.

Please refer to TSX Venture Bulletin released today entitled
'Graduation from NEX, Symbol Change, Change of Business, Property-
Asset Acquisition, Resume Trading' for this Company for further
details.
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SHANE RESOURCES LTD. ("SEI")
(formerly Shane Resources Ltd. ("SEI.H"))
BULLETIN TYPE: Graduation to TSX Venture
BULLETIN DATE: June 14, 2005
NEX Company

The Company has met the requirements to be listed as a TSX Venture
Tier 2 Company. Therefore, effective on June 15, 2005, the Company's
listing will transfer from NEX to TSX Venture and the Filing and
Service Office will change from NEX to Vancouver.

Please refer to TSX Venture Bulletin released today entitled
'Graduation from NEX, Symbol Change, Private Placement-Non-Brokered'
for this Company for further details.
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VMX RESOURCES INC. ("VMX.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 14, 2005
NEX Company

TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced April 11, 2005:

Number of Shares: 2,000,000 shares

Purchase Price: $0.06 per share

Number of Placees: 15 placees

Insider / Pro Group Participation:

Insider equals Y/
Name ProGroup equals P/ # of Shares

Kevin Russell Y 350,000
Eugene Sekora Y 255,000
Sing Quan P 50,000
David Hamilton-Smith P 50,000

Finder's Fee: A total of $1050 and 40,000
warrants to purchase 40,000
shares at $0.10 per share until
December 3, 2005 payable to Sean
Chin, David Hamilton-Smith, and
David Jear.

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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