TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Feb. 1, 2023 /CNW/ -
TSX VENTURE COMPANIES
ALPHAMIN RESOURCES CORP. ("AFM")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
The Issuer has declared the following dividend:
Dividend Amount per Common Share: $0.03
Payable Date: March 10, 2023
Record Date: February 24, 2023
Ex-dividend Date: February 23, 2023
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DISCOVERY SILVER CORP. ("DSV")
BULLETIN TYPE: Graduation
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised that the Company's shares will be listed and commence trading on Toronto Stock Exchange at the opening on Friday, February 3, 2023, under the symbol "DSV".
As a result of this Graduation, there will be no further trading under the symbol "DSV" on TSX Venture Exchange after Thursday, February 2, 2023, and its shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
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SATURN OIL & GAS INC. ("SOIL") ("SOIL.R")
BULLETIN TYPE: Prospectus-Subscription Receipt Offering, New Listing-Subscription Receipts
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
Prospectus - Subscription Receipt Offering
Effective May 20, 2022, the Company's (final) Short Form Base Shelf Prospectus dated May 19, 2022 was filed with TSX Venture Exchange (the "Exchange") and filed with and receipted by the Alberta Securities Commission. Under Multilateral Instrument 11-102 - Passport System, the Prospectus is deemed to have been filed with and receipted by the securities regulators for each of the British Columbia, Saskatchewan, Manitoba, Ontario, New Brunswick, Prince Edward Island, Nova Scotia, and Newfoundland and Labrador Securities Commissions. The Exchange has also accepted the filing of the Company's Prospectus Supplement dated January 24, 2023 ("Prospectus Supplement").
The Exchange has been advised that the closing of the offering pursuant to the Prospectus Supplement occurred on January 31, 2023 for aggregate gross proceeds of $125,000,620.
Offering: |
59,242,000 Subscription Receipts. |
Each Subscription Receipt entitles the holder, without payment of additional consideration, to receive one common share of the Company ("Share"), upon the satisfaction or waiver of certain release conditions as set forth in the Prospectus Supplement dated January 24, 2023 and the subscription receipt agreement dated January 31, 2023 ("Subscription Receipt Agreement"), including the satisfaction of all conditions precedent to the completion of the Company's proposed acquisition of all of the issued and outstanding securities of Ridgeback Resources Inc. ("Acquisition") (other than the payment of the consideration price) (the "Escrow Release Conditions"). |
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The gross proceeds from the sale of Subscription Receipts (less 50% of the Underwriters' cash commission, the corporate finance fee and 100% of the Underwriters' expenses incurred through January 31, 2023) were deposited and are being held in escrow pending the satisfaction or waiver of the Escrow Release Conditions. If such conditions are not satisfied or waived on or prior to May 31, 2023, the proceeds of the Offering will be returned on a pro rata basis to the holders of the Subscription Receipts, together with any interest earned on the escrowed proceeds. |
|
Offering Price: |
$2.11 per Subscription Receipt |
Underwriters: |
Echelon Wealth Partners Inc., Canaccord Genuity Corp., Eight Capital, Beacon Securities Limited and Paradigm Capital Inc. |
Underwriters Fees: |
Aggregate of $6,250,031 cash commission to the Underwriters. If the Acquisition does not close, then the Underwriters' fee will be limited to the 50% of the Underwriters' cash commission and expenses paid upon the Closing of the Subscription Receipts Offering. |
New-Listing - Subscription Receipts
Effective at the opening Friday, February 3, 2023, the Subscription Receipts of the Company will commence trading on TSX Venture Exchange. The Company is classified as a "Junior Natural Resource Company, Oil & Gas".
Corporate Jurisdiction: |
Saskatchewan |
Capitalization: |
59,242,000 Subscription Receipts will be issued as a result of the prospectus offering. |
Transfer Agent: |
Computershare Trust Company of Canada |
Trading Symbol: |
SOIL.R |
CUSIP Number: |
80412L222 |
Conversion: |
Each Subscription Receipt entitles the holder, without payment of additional consideration, to receive one common share of the Company, upon the satisfaction or waiver of certain release conditions as set forth in the Prospectus Supplement and the Subscription Receipt Agreement, including the satisfaction of all conditions precedent to the completion of the Company's proposed acquisition of all of the issued and outstanding securities of Ridgeback Resources Inc. ("Acquisition") (other than the payment of the consideration price) (the "Escrow Release Conditions"). If such conditions are not satisfied or waived on or prior to May 31, 2023, the proceeds of the Offering will be returned on a pro rata basis to the holders of the Subscription Receipts, together with any interest earned on the escrowed proceeds. |
Delisting: |
The Subscription Receipts will be listed and posted for trading until the earlier of: (i) the satisfaction of the Escrow Release Conditions: or (ii) May 31, 2023 as set out in the Subscription Receipt Agreement. A further bulletin will be issued by the Exchange confirming either: (a) the Escrow Release Conditions have been satisfied; and/or (b) the delisting of the Subscription Receipts. |
The Subscription Receipts are governed by the terms and conditions of the Subscription Receipt Agreement and were issued pursuant to the Company's Prospectus Supplement dated January 24, 2023.
For further details, please refer to the Company's Prospectus Supplement filed on SEDAR on January 24, 2023 and the Company's news releases dated January 20, 2023 and January 31, 2023.
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NEX COMPANY:
ARCLAND RESOURCES INC. ("ADR.H")
BULLETIN TYPE: CUSIP Change
BULLETIN DATE: February 1, 2023
NEX Company
Effective at the opening of February 3, 2023, the CUSIP for Arcland Resources Inc. will change from "039590203" to "G04599109". There is no change in the Company's name, no change in its trading symbol, and no consolidation of capital.
Effective February 3, 2023, the Company will continue its jurisdiction into the Cayman Islands as approved by shareholders at the special meeting that was held on January 20, 2023.
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23/02/01 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BAYHORSE SILVER INC. ("BHS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 14, 2022:
Number of Shares: |
12,787,500 shares |
Purchase Price: |
$0.04 per share |
Warrants: |
12,787,500 share purchase warrants to purchase 12,787,500 shares |
Warrant Exercise Price: |
$0.10 for a two-year period |
Number of Placees: |
8 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
1 |
4,000,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$5,600.00 |
N/A |
140,000 Warrants |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.10 for a period of two years from the date of issuance.
The Company issued news releases on December 20, 2022, and January 27, 2023, confirming the 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 permitted term.
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GENSOURCE POTASH CORPORATION ("GSP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 1, 2022:
Number of Shares: |
2,400,000 flow-through common shares and 11,969,998 non-flow-through common shares |
Purchase Price: |
$0.20 per flow-through common share and $0.15 per non-flow-through common share |
Warrants: |
11,969,998 share purchase warrants to purchase 11,969,998 non-flow-through common shares |
Warrant Exercise Price: |
$0.30 for a period of 24 months |
Number of Placees: |
22 Placees |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$27,300 |
0 |
157,000 |
Finder's Warrants Terms: each finder's warrant entitles the holder to purchase one common share at a price of $0.30 per share for a period of 24 months from the date of issuance.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued news releases dated January 3, 2023 and January 27, 2023, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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LUCKY MINERALS INC. ("LKY")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 25, 2023:
Number of Shares: |
12,500,000 shares |
Purchase Price: |
$0.056 per share |
Warrants: |
12,500,000 share purchase warrants to purchase 12,500,000 shares |
Warrant Exercise Price: |
$0.10 for a three-year period |
Number of Placees: |
14 placees |
Insider / Pro Group Participation: |
4 Insiders subscribed a total number of 2,928,557 units |
Finder's Fee: |
N/A |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), 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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OCEANIC IRON ORE CORP. ("FEO")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s, Amendment
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
Further to a convertible debenture issued pursuant to a private placement originally accepted by the TSX Venture Exchange (the "Exchange") effective September 29, 2017 (the "Original Convertible Debenture"), the Exchange has consented to a replacement of the Original Convertible Debenture (the "Replacement Convertible Debenture"):
Original Convertible Debenture: |
$810,000 |
Replacement |
|
Convertible Debenture: |
$760,000 |
Original Convertible Debenture |
|
Conversion Price: |
Convertible into units, consisting of one common share and one common share purchase warrant, at $0.08 in the first year and $0.10 for the remainder of the term |
Replacement Convertible |
|
Debenture Conversion Price: |
Convertible into units, consisting of one common share and one common share purchase warrant, at $0.07 in the first year and $0.10 for the remainder of the term |
Original Convertible Debenture |
|
Warrant Terms: |
Each whole warrant entitles the holder to purchase one common share at an exercise price of $0.10 each until September 26, 2022 |
Replacement Convertible |
|
Debenture Warrant Terms: |
Each whole warrant entitles the holder to purchase one common share at an exercise price of $0.07 each until September 26, 2027 |
Original Convertible Debenture |
|
Maturity Date: |
September 26, 2022 |
Replacement Convertible |
|
Debenture Maturity Date: |
September 26, 2027 |
Original Convertible Debenture |
|
Interest Payment: |
Accrued interest payable quarterly in cash |
Replacement Convertible |
|
Debenture Interest Payment: |
Accrued interest payable may be settled in cash or common shares quarterly, at the election of the company, at the market price of the common shares at the time of settlement |
All other details of the Replacement Convertible Debenture remain unchanged from the Original Convertible Debenture.
For further information, please refer to the Company's news releases dated September 8, 2022 and September 26, 2022.
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OCEANIC IRON ORE CORP. ("FEO")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 8, 2022:
Convertible Debenture |
$1,220,000 |
Conversion Price: |
Convertible into units consisting of one common share and one common share purchase warrant at $0.07 of principal outstanding in year one, at $0.10 in year two, at $0.10 in year three, at $0.10 in year four, and at $0.10 in year five. |
Maturity date: |
5 years from the date of issuance |
Warrants |
Each warrant will have a term of five years from the date of issuance of the notes and entitle the holder to purchase one common share. The warrants are exercisable at the price of $0.07 for a period of five years. |
Interest rate: |
8.5 % |
Number of Placees: |
12 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Convertible Debentures |
Aggregate Existing Insider Involvement: |
7 |
$1,145,500 |
Aggregate Pro Group Involvement: |
1 |
$10,500 |
Finder's Fee: N/A |
The Company issued a news release on September 26, 2022 confirming closing of the private placement.
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OCEANIC IRON ORE CORP. ("FEO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,344,374 shares to settle outstanding debt for $94,106.82.
Number of Creditors: 18 Creditors
Non-Arm's Length Party / Pro Group Participation: |
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Creditors |
# of Creditors |
Amount Owing |
Deemed Price per Share |
Aggregate # of Shares |
Aggregate Non-Arm's Length Party Involvement: |
11 |
$84,351.00 |
$0.07 |
1,205,009 |
Aggregate Pro Group Involvement: |
1 |
$1,932.72 |
$0.07 |
27,610 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
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OCEANIC IRON ORE CORP. ("FEO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 838,052 shares to settle outstanding debt for $67,044.78.
Number of Creditors: 16 Creditors
Non-Arm's Length Party / Pro Group Participation: |
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Creditors |
# of Creditors |
Amount Owing |
Deemed Price per Share |
Aggregate # of Shares |
Aggregate Non-Arm's Length Party Involvement: |
11 |
$58,941.73 |
$0.08 |
736,767 |
Aggregate Pro Group Involvement: |
1 |
$1,699.79 |
$0.08 |
21,247 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
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OCEANIC IRON ORE CORP. ("FEO")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s, Amendment
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
Further to convertible debentures issued pursuant to two separate private placements originally accepted by the TSX Venture Exchange (the "Exchange") effective November 29, 2018 (the "Series B Convertible Debenture") and March 10, 2021 (the "Series C Convertible Debenture,") the Exchange has consented to the following amendments made to the Series B Convertible Debenture and Series C Convertible Debenture:
Original terms related to Interest |
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Payment for both the Series B |
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Convertible Debenture and |
|
Series C Convertible Debenture: Accrued interest payable quarterly in cash |
|
Amended terms related to Interest |
|
Payment for both the Series B |
|
Convertible Debenture and |
|
Series C Convertible Debenture: |
Accrued interest payable may be settled in cash or common shares quarterly, at the election of the company, at the market price of the common shares at the time of settlement |
All other details of the Series B Convertible Debenture and Series C Convertible Debenture remain unchanged.
For further information, please refer to the Company's news releases dated September 8, 2022 and September 26, 2022.
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MEDX HEALTH CORP. ("MDX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 18, 2022:
Convertible Debenture: |
$1,500,000 principal amount |
Conversion Price: |
Convertible into 30,000,000 Units at $0.05 during the first year and at $0.10 purchase price thereafter until maturity. Each Unit is comprised of one common share and one common share purchase warrant, each exercisable into one additional share at $0.20 per share for a period of five (5) years. |
Maturity date: |
5 years from issuance |
Interest rate: |
8% per annum |
Number of Placees: |
1 Placee |
Insider / Pro Group Participation:
Name |
Insider=Y / Pro Group=P |
Principal Amount |
Aggregate Insider Involvement [1 Placees] |
Y |
$1,500,000 |
The Company issued a news release on January 6, 2023 confirming closing of the private placement.
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MIDNIGHT SUN MINING CORP. ("MMA")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
Further to the Exchange bulletin dated January 31, 2023, the private placement for "Midnight Sun Mining Corp." should have been "Lucky Minerals Inc.
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STRIKEPOINT GOLD INC. ("SKP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a purchase and sale agreement dated January 20, 2023 between Strikepoint Gold Inc. (the "Company"), a subsidiary of the Company (the "Company Sub" and together with the Company, the "Buyers"), Orogen Royalties Inc. (the "Seller Parent") and a subsidiary of the Seller Parent (the "Seller" and together with the Seller Parent, the "Sellers"), whereby the Buyers will purchase 100% interest in the claims comprising the Cuprite Project located in Esmeralda and Nye Counties, Nevada. In consideration, the Buyers will pay the Seller US$35,208 to cover the fees incurred to date in relation to the claims and the Company will issue 6,428,571 shares in the Company's capital to the Seller Parent. The Company Sub will also grant the Seller a 3% Net Smelter Return (NSR) royalty, and have the right to purchase 0.5% of the NSR royalty for US$2.5 million. The Seller will retain a 1.5% NSR royalty on any after-acquired internal claims held by third parties.
For further details, please refer to the Company's news releases dated January 23, 2023.
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VIZSLA COPPER CORP. ("VCU")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 1, 2023
TSX Venture Tier 1 Company
TSX Venture Exchange ("Exchange") has accepted for filing documentation the "Sale of Mineral Claims to Vizsla Copper Corp." dated January 9, 2023 ("Agreement"), between the Company and an arm's length company ("Vendor"). Pursuant to the terms of the Agreement, the Company will acquire an undivided 100% interest in two mineral claims of the Woodjam property. As consideration for the acquisition, the Company will issue to the Vendor 100,000 common shares of the Company ("Shares").
Insider / Pro Group Participation: |
None |
Finders' Fees: |
None |
This acquisition is considered an Arm's Length transaction.
For further information, please refer to the Company's news release dated January 24, 2023.
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YANGAROO INC. ("YOO")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: February 1, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 6, 2022:
Convertible Debenture: |
$500,000 principal amount |
Conversion Price: |
Convertible into 5,000,000 common shares at $0.10 purchase price until maturity |
Maturity date: |
November 30, 2027 |
Interest rate: |
National Bank of Canada Prime plus 8.0% per annum |
Number of Placees: |
4 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
4,000,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
N/A |
N/A |
N/A |
For more information, please refer to the Company's news release dated December 13, 2022
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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