22/02/11 - TSX Venture Exchange Stock Maintenance Bulletins

News provided by

TSX Venture Exchange

Feb 11, 2022, 18:38 ET

VANCOUVER, BC, Feb. 11, 2022 /CNW/ - TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  February 11, 2022
TSX Venture Company

A  Cease Trade Order has been issued by the  Ontario & Quebec Securities Commissions on February 9, 2022 against the following company for failing to file the documents indicated within the required time period.

Symbol

Tier

Company

Failure to File

Period

Ending

(Y/M/D)

RLV

2

Relevium Technologies
Inc.

Annual Financial Statements

2021/06/30



Quarterly Financial Statements

2021/09/30



Certification of Annual Filings

 

2021/06/30



Quarterly Certification Filings

2021/09/30

Upon revocation of the  Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

________________________________________

AVIDIAN GOLD CORP. ("AVG")

BULLETIN TYPE:  Notice of Distribution, Property-Asset or Share Disposition Agreement, Substitutional Listing, Delist
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company
Notice of Distribution:

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with Avidian Gold Corp.'s ("Avidian") proposed distribution to Avidian shareholders, on a pro rata basis, as a return of capital, of 9,360,852  common shares (the "High Tide Shares") of High Tide Resources Corp. ("High Tide") held by Avidian (the "Distribution").  High Tide is a majority-owned subsidiary of Avidian that is focused on mineral exploration projects in the southern Labrador Trough region of Quebec and Newfoundland & Labrador.

The Distribution will be affected by way of s. 86 (Income Tax Act) rollover, which will result in the reduction of stated capital of Avidian in respect of the common shares in an amount equal to the value of the 9,360,852 High Tide Shares so distributed at the effective time of the Distribution.

In connection with the Distribution, Avidian will amend its articles (the "Articles of Amendment") to  (i) re-classify and re-designate its existing common shares as "Class A common shares" (the "Class A Shares"); (ii) create a new class of common shares (the "New Avidian Shares"); and (iii) distribute to the shareholders of Avidian (A) one New Avidian Share and (B) 0.05668364 High Tide common shares in exchange for each Class A Share held as at the Record Date.

Payable Date:              February 22, 2022
Record Date:                February 17, 2022
Ex-Distribution Date:    February 16, 2022

The Exchange has been advised that the Distribution and Articles of Amendment were approved by the shareholders of Avidian at a special meeting of shareholders held on September 7, 2021.

The full particulars of the Distribution is set forth in the Avidian Management Information Circular, dated as of August 3, 2021 and news releases dated August 27, 2021, September 21, 2021 and February 9, 2022, which are available under Avidian's profile on SEDAR.

Property-Asset or Share Disposition Agreement:

TSX Venture Exchange has accepted for filing documentation pertaining to a private placement by High Tide of 7,332,063 subscription receipts at a price of $0.15 per subscription receipt (the "Offering"). Each subscription receipt automatically converts into one High Tide common share and one-half of one High Tide share purchase warrant upon satisfaction of the escrow release conditions. Each High Tide warrant is exercisable into one High Tide common share at a price of $0.20 per share for a three-year period.

In connection with and at the closing of the Offering, High Tide paid $5,263.84 to Accilent Capital Management and Integral Wealth Securities Limited (the "Finder's"), and will pay an additional $5,263.84 and issue 67,584 broker warrants to the Finder's upon satisfaction of the escrow release conditions.

Substitutional Listing:

In connection with the Distribution, the Avidian shareholders who previously held common shares (the "Old Shares") will have their Old Shares redesignated as Class A Shares and exchanged on a one for one basis for New Avidian Shares. Accordingly, the New Avidian Shares will be listed on the Exchange at the market opening on Tuesday, February 22, 2022.

Capitalization:

     Unlimited   common shares with no par value of which
165,142,041    common shares are issued and outstanding

Escrowed Shares:

nil

Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

AVG          (UNCHANGED)

CUSIP Number:

05369E400  (NEW)

For further information, see the Avidian Management Information Circular, dated as of August 3, 2021 and news releases dated August 27, 2021, September 21, 2021 and February 9, 2022, which are available under Avidian's profile on SEDAR.

Delist:

The Old Shares of Avidian will be delisted from the Exchange.  Accordingly, effective at the close of business, Friday, February 18, 2022 the Old Shares of Avidian will be delisted.

________________________________________

HAMPTON FINANCIAL CORPORATION ("HFC.PR.A")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  February 11, 2022
TSX Venture Tier  2 Company

The Issuer has declared the following dividend:

Dividend per Class A Preferred Share:  $0.20
Payable Date: March 1, 2022
Record Date: February 25, 2022
Ex-dividend Date: February 24, 2022

________________________________________

VOLT CARBON TECHNOLOGIES INC. ("VCT ")
[formerly SAINT JEAN CARBON INC. ("SJL")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders on December 28, 2021, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening on Wednesday, February 16, 2022, the common shares of Volt Carbon Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Saint Jean Carbon Inc. will be delisted.  The Company is classified as a 'Mineral Exploration/ Development' company.

Capitalization:

    Unlimited  shares with no par value of which
135,493,782  shares are issued and outstanding

Escrow:

Nil  shares are subject to escrow

Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

VCT                      (new)

CUSIP Number:

92873M 10 2         (new)

________________________________________

NEX COMPANIES:

MOUNT DAKOTA ENERGY CORP. ("MMO.H")
BULLETIN TYPE:  Delist, Remain Halted
BULLETIN DATE:  February 11, 2022
NEX Company

Effective at the close of business Tuesday, February 15, 2022, the common shares will be delisted from TSX Venture Exchange at the request of the Company. The Company obtained the directors' resolution on February 9, 2022 authorizing the delist. The Company's majority of minority shareholders approved the delist by way of consent resolutions dated on February 9, 2022.

Further to the TSX Venture Exchange bulletin dated July 12, 2021, trading in the shares of the company will remain halted.

________________________________________

OPTIMUS GOLD CORP. ("OTS.H")
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  February 11, 2022
NEX Company

Further to the TSX Venture Exchange Bulletin dated February 7, 2022, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated February 3, 2022 has been revoked.

Effective at the opening, Tuesday, February 15, 2022, trading will be reinstated in the securities of the Company.

_______________________________________________

22/02/11  - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

CANADABIS CAPITAL INC. ("CANB")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 2, 2021 and further amended on September 7, 2021 and November 3, 2021:

Number of Shares:

1,153,846 shares

Purchase Price:

$0.13 per share

Warrants:

1,153,846 share purchase warrants to purchase 1,153,846 shares

Warrant Exercise Price:

$0.25 for a three year period

Number of Placees:

1 placee

Insider / Pro Group Participation:

Name

Insider=Y /
ProGroup=P

# of Shares

Aggregate Pro Group Involvement   
     [1 placee]

P

1,153,846

Finder's Fee:

None

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated December 1, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

EURO MANGANESE INC. ("EMN")
BULLETIN TYPE: Private Placement Non-Brokered
BULLETIN DATE: February 11, 2022
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 3, 2022:

Number of Shares:

17,800,000 shares

Purchase Price:

$0.4775 per share

Number of Placees:

1 placee

Finder's Fee:

EIT InnoEnergy – 534,000 shares

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on February 10, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period.

________________________________________

NOBLE MINERAL EXPLORATION INC. ("NOB")
BULLETIN TYPE:  Expedited Acquisition
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Claims Vending Agreement (the "Agreement") dated December 4, 2021, between the Company and two arm's length parties (the "Vendors"), whereby the Company has acquired three mining claims located in Newfoundland and Labrador.

Under the terms of the Agreement, as consideration the Company will issue to the Vendors an aggregate 2,000,000 common shares and pay $37,440 in cash.

For more information, please refer to the Company's news releases dated December 23, 2021.

________________________________________

PATHFINDER VENTURES INC. ("RV")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 11, 2022
TSX Venture Tier  2 Company

Effective at 4:45  a.m. PST, Feb. 11, 2022, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

PERIMETER MEDICAL IMAGING AI, INC. ("PINK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 15, 2021:

Number of Shares:

16,234,333 shares

Purchase Price:

$3.00 per share

Warrants:         

16,234,324 share purchase warrants to purchase 16,234,324 shares

Warrant Exercise Price:

40% of the warrants (6,493,731 warrants) will be exercisable at a price of $3.99
for 60 months, and have an acceleration provision, such that if after four months
and one day from closing, the 60-day volume-weighted average price is $3.99
or greater, the expiry date of the warrants will be accelerated upon not less than
30 days prior notice; 

40% of the warrants (6,439,731 warrants) will be exercisable at a price of $3.99
for 60 months, be non-accelerable and have a cashless exercise feature;

10% of the warrants (1,623,431 warrants) will be exercisable at a price of $4.50
for 60 months, and have an acceleration provision, such that and have an
acceleration provision, such that if after four months and one day from closing,
the 60-day volume-weighted average price is $4.50 or greater, the expiry date of
the warrants will be accelerated upon not less than 30 days prior notice; and

10% of the warrants (1,623,431 warrants) will be exercisable at a price of $4.50
for 60 months, be non-accelerable and have a cashless exercise feature.

Number of Placees:

64 placees

Insider / Pro Group Participation:

Name

Insider=Y /
ProGroup=P

# of Shares

SC Master Holdings, LLC
     (Chamath Palihapitiya)

Y

14,466,667

Jeremy Sobotta

Y

10,000

Suzanne Foster

Y

42,000

Aaron Davidson

Y

84,000

Merle Boon

Y

5,000

Andrew Berkley

Y

6,000

Aggregate Pro Group Involvement  
     [9 placees]

P

97,300

Finder's Fee:

Emerging Equities Inc. receives 434,000 shares  
Canaccord Genuity Corp. receives $45,000  
Leede Jones Gable Inc. receives $139,799.88    
Raymond James Ltd. receives $12,600

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on January 26, 2022.

________________________________________

RUGBY MINING LIMITED ("RUG")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the third share issuance contemplated under the Second Amending Agreement dated September 1, 2020 between Rugby Mining Limited (the 'Company') and All-Acacia Resources Inc. (Jose Miguel G. Cabarrus) pursuant to which the Company has an option to acquire an 80% right, title and interest in the Motherlode (Mabuhay) property, which comprises 29 contiguous claims covering approximately 878 hectares in the Philippines.  Under the Second Amending Agreement, the US$50,000 option payment due within 24 months of the initial payment date will be paid issuing 302,095 shares at a deemed price of $0.21.

________________________________________

SIMPLY BETTER BRANDS CORP. ("SBBC")
BULLETIN TYPE:  Shares for Services, Correction
BULLETIN DATE: February 11, 2022
TSX Venture Tier 1 Company

Further to the TSX Venture Exchange bulletin dated February 10, 2022, the bulletin date in the heading should have read as follows:

February 10, 2022

All other information remains unchanged.

________________________________________

SIMPLY BETTER BRANDS CORP. ("SBBC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing a Share Purchase Agreement dated September 15, 2021 between Simply Better Brands Corp. (the Company) and The Shareholders of Crisp Management Group Inc. (the Vendors) whereby the Company may acquire 60 of the 100 shares of the Vendor.  Consideration is 113,568 common shares.

________________________________________

SPARTA CAPITAL LTD. ("SAY")
BULLETIN TYPE:  Private Placement – Non-Brokered
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 3, 2021:

Convertible Debentures:

Convertible debenture units ("Units") issued at a price of $5,000 per Unit, for an
aggregate principal amount of $275,000.

Conversion Price:

At any time prior to the maturity date, the Units may be converted, at the option
of each holder, into (i) one common shares of SAY ("Common Shares") at a
deemed price equal to $0.20 per share, and (ii) one-half of one common share
purchase warrant of SAY ("Warrant").

Maturity Date:

2 years from the date of issuance.

Interest Rate:

8% per annum, payable semi-annually.

Warrants:

In the event that the holder elects to convert all or any portion of the principal
amount of Convertible Debentures held by them within 12 months of the Closing
Date, the exercise price of each whole Warrant shall be $0.10 per Warrant
Share. In the event that the holder elects to convert all or any portion of the
principal amount of Convertible Debentures held by them after 12 months from
the Closing Date and until the Maturity Date, the exercise price of each whole
Warrant shall be $0.25 per Warrant Share. Warrants are will expire 2 years from
the date of issuance.

Additional Conversion Terms:

The Company may redeem the Units for cash at any time prior to the maturity
date, in whole or in part, from time to time without bonus or penalty, at a
redemption price equal to the Unit's principal amount plus accrued and unpaid
interest, if any.

Number of Placees:

5 Placees

Insider / Pro Group Participation:

None

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company will issue a news release announcing the closing of the private placement setting out any applicable expiry dates of the hold period(s).

__________________________________

VAR RESOURCES CORP. ("VAR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

Effective at 4:52  a.m. PST, Feb. 11, 2022, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

VAR RESOURCES CORP. ("VAR")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  February 11, 2022
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated Feb.11, 2022, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2

This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

NEX COMPANY:

MED BIOGENE INC. ("MBI.H")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 11, 2022
NEX Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,000,000 shares to settle outstanding debt for $100,000.

Number of Creditors:

1 Creditor

Insider / Pro Group Participation:

Creditor

Insider=Y /
Progroup=P

Amount
Owing

Deemed Price
per Share

# of Shares

Weir-Jones Engineering
Consultants Ltd.
(Iain Weir-Jones)

Y

$100,000

$0.05

2,000,000

For further information, refer to the Company's news release dated February 2, 2022, which is available under the Company's profile on SEDAR. The Company shall issue a further news release when the shares are issued and the debt extinguished.

________________________________________

SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]

Organization Profile

TSX Venture Exchange