22/03/25 - TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, March 25, 2022 /CNW/ - TSX VENTURE COMPANIES
FRANCHISE GLOBAL HEALTH INC. ("FGH")
formerly Mercury Acquisitions Corp. ("MERC.P")
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Company Tier Reclassification
BULLETIN DATE: March 25, 2022
TSX Venture Tier 1 Company
The common shares of the Company have been halted from trading since June 24, 2021, pending completion of a Qualifying Transaction.
Resume Trading
Effective at the opening, Tuesday, March 29, 2022, the common shares of Franchise Global Health Inc. will commence trading on TSX Venture Exchange under the symbol "FGH".
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated March 9, 2022. As a result, at the opening on Tuesday, March 29, 2022, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction consists of the arm's length acquisition of all shares of Franchise Cannabis Corp. (the "Target") by way of a three-cornered amalgamation of the Target for consideration of 128,289,230 post-consolidation common shares at a deemed price of $1.80 per share. Concurrently with closing, the Company issued 1,274,444 post-consolidation common shares to a financial advisor as partial consideration for services provided, at a deemed price of $1.80 per share.
27,967,068 shares issued to Principals pursuant to the Qualifying Transaction will be subject to a Tier 1 Value Escrow Agreement to be released over an 18-month period. 379,513 shares issued to non-Principals pursuant to the Qualifying Transaction will be subject to a Tier 1 Value Security Escrow to be released over an 18-month period, in accordance with Seed Share Resale Restrictions. 1,000,000 shares are subject to a CPC Escrow Agreement to be released over an 18-month period.
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
Edward Woo |
Y |
138,888 |
Nasir Bhatti |
Y |
1,923,077 |
Jan Anderson |
Y |
1,923,077 |
Farhan Lalani |
Y |
550,000 |
Jakub Malczewski |
Y |
400,000 |
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on September 20, 2021, immediately prior to the Qualifying Transaction, the Company has consolidated its capital on a 10 old for 1 new basis. The name of the Company has also been changed to "Franchise Global Health Inc.".
Effective at the opening, Tuesday, March 29, 2022, the common shares of Franchise Global Health Inc. will commence trading on TSX Venture Exchange, and the common shares of Mercury Acquisitions Corp. will be delisted.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective Tuesday, March 29, 2022, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
For further information, please refer to the Company's Filing Statement dated March 9, 2022, which is filed on SEDAR.
The Company is classified as a 'cannabis product manufacturing issuer'.
Capitalization: |
Unlimited common shares with no par value of which |
Escrow: |
29,346,581 common shares |
Transfer Agent: |
TSX Trust Company |
Trading Symbol: |
FGH (new) |
CUSIP #: |
35180D 10 9 (new) |
Company Contact: |
Clifford Starke, Chief Executive Officer |
Company Address: |
320-440 W. Hastings St., Vancouver, British Columbia V6B 1L1 |
Company Phone Number: |
416-727-4554 |
Company Email Address: |
________________________________
EASTOWER WIRELESS INC. ("ESTW")
[formerly OV2 Investment 1 Inc. ("OVO.P")]
BULLETIN TYPE: Qualifying Transaction – Completed/New Symbol, Name Change and Consolidation, Private Placement – Non Brokered and Reinstated for Trading
BULLETIN DATE: March 25, 2022
TSX VENTURE Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing Ov2 Investment 1 Inc.'s (the "Company") qualifying transaction ("Transaction") described in its Filing Statement dated March 2, 2022 (the "Filing Statement"). As a result, at the opening on Tuesday, March 29, 2022, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:
Pursuant to the Agreement and Plan of Merger (the "Agreement") among the Company, Eastower Group, Inc. (the "Target") and Eastower Acquisition Corporation ("EAC") dated April 28, 2021, EAC shall be merged with and into the Target in accordance with the provisions of the general corporation law of the State of Florida contained in the Florida Business Corporations Act, as amended (the "Merger"). Following the Merger, the Target survived and became a wholly owned subsidiary of the Company. An aggregate of 40,016,390 post-consolidated common shares of the Company were issued pursuant to the Agreement, excluding the securities issued under the private placement section below. In addition, all outstanding convertible securities of the Target were exchanged for economically equivalent securities of the Company on a post-consolidated basis.
The Resulting Issuer is classified as a Tier 2 Industrial Issuer (NAICS Number: 339990).
For further information, please refer to the Company's Filing Statement dated March 2, 2022, available on SEDAR.
Reinstatement of Trading
Further to the Exchange's Bulletin dated October 1, 2019, trading in the Resulting Issuer Shares will be reinstated at the opening on Tuesday, March 29, 2022.
Effective at the opening on Tuesday, March 29, 2022, the trading symbol for the Company will change from "OVO.P" to "ESTW".
Concurrent Private Placement Financing:
Prior to the completion of the Transaction, the Company and the Target completed non brokered private placements of 8,659,000 subscription receipts and 3,510,000 common share units, respectively. The subscription receipts and common share units have been exchanged into the following securities in the Resulting Issuer:
Number of Resulting Issuer Shares: |
12,169,000 |
Purchase Price: |
$0.25 share |
Number of Warrants: |
6,084,500 |
Exercise Price: |
$0.40 |
Number of Placees: |
137 placees |
Insider / Pro Group Participation: |
Nil |
Pursuant to the Company's subscription receipt financing, a finder's fee of $193,180 in cash and 772,720 broker warrants (exercisable for one share at $0.40 for 24 months) was paid to Research Capital, Leede Jones Gable Inc., Canaccord Genuity Corp., Haywood Securities Inc. and PI Financial Corp.
Pursuant to the Target's common share unit financing, a finder's fee of $28,800 in cash and 115,200 broker warrants (exercisable for one share at $0.40 for 24 months) was paid to Research Capital, Leede Jones Gable Inc. and Haywood Securities Inc.
The Company has confirmed the closing of the Financing via a press release dated July 21, 2021.
For further information, please refer to the Company's Filing Statement dated March 2, 2022 available on SEDAR.
Name Change and Consolidation
At the annual and special meeting of shareholders on June 17, 2021, the Company's shareholders approved a special resolution approving the Company's share capital consolidation on the basis of 1 pre-consolidation shares for 0.79730908 post-consolidation share as well as a special resolution approving the Company's name change. The name of the Company has been changed from "OV2 Investment 1 Inc." to "Eastower Wireless Inc.".
Effective at the opening on Tuesday, March 29, 2022, the shares of Eastower Wireless Inc. will commence trading on the Exchange and the shares of OV2 Investment 1 Inc. will be delisted.
Capitalization: |
Unlimited number of common shares with no par value of which |
Escrow: |
6,623,017 common shares |
Transfer Agent: |
TSX Trust Company (Toronto office) |
Trading Symbol: |
ESTW (new) |
CUSIP Number: |
27777L107 (new) |
Issuer Contact: |
Vlado P. Hreljanovic |
Issuer Address: |
8000 N. Federal Highway, Boca Raton, Florida |
Issuer Phone Number: |
(561) 549-9070 |
Issuer email: |
______________________________________
22/03/25 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
AMERICAN CREEK RESOURCES LTD. ("AMK")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue an aggregate of 189,544 shares at deemed prices between $0.185 and $0.31, as detailed below, in consideration of certain services provided to the company by an arm's length service provider pursuant to an agreement dated July 27, 2020.
Insider / Pro Group Participation: None
Insider=Y / |
Amount |
Deemed Price |
# of Shares |
|
Q1 |
N/A |
$11,812.50 |
$$0.30 |
39,375 |
Q2 |
N/A |
$11,812.50 |
$$0.31 |
38,104 |
Q3 |
N/A |
$11,812.50 |
$$0.245 |
48,214 |
Q4 |
N/A |
$11,812.50 |
$$0.185 |
63,851 |
For more information please see the Company's news releases dated September 28, 2020 and March 24, 2022, available on the Company's SEDAR profile.
________________________________________
AWALE RESOURCES LIMITED ("ARIC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the first tranche of a Non-Brokered Private Placement announced November 10, 2022 and March 22, 2022:
Number of Shares: |
4,032,500 shares |
Purchase Price: |
$0.20 per share |
Warrants: |
2,016,250 share purchase warrants to purchase 2,016,250 shares |
Warrant Exercise Price: |
$0.40 for a two-year period |
Number of Placees: |
14 placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
|
Glen Parsons |
Y |
923,000 |
|
(Sharon Cooper) |
Y |
71,500 |
|
Ron Ho |
Y |
95,000 |
|
Derk Hartman |
Y |
200,000 |
|
Andrew Chubb |
Y |
596,800 |
|
Marketworks Inc. (Kathryn Witter) |
Y |
32,500 |
|
Sandstorm Gold Ltd. |
Y |
250,000 |
|
Finder's Fee: |
Haywood Securities Inc. - $3,700.00 |
||
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated March 25, 2022 announcing the closing of the first tranche of the private placement and setting out the expiry dates of the hold period(s). 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.
________________________________________
EDDY SMART HOME SOLUTIONS LTD. ("EDY")
BULLETIN TYPE: Halt
BULLETIN DATE: March 25, 2022
TSX Venture Tier 1 Company
Effective at 10:51 a.m. PST, March 25, 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.
________________________________________
Global Energy Metals Corporation ("GEMC")
BULLETIN TYPE: Private Placement Non-Brokered
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 22, 2022 and March 7, 2022:
Number of Shares: |
4,882,500 shares |
Purchase Price: |
$0.25 per share |
Warrants: |
4,882,500 share purchase warrants to purchase 4,882,500 shares |
Warrant Exercise Price: |
$0.40 for a two-year period, subject to an acceleration right |
Number of Placees: |
22 placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
Mitchell Smith |
Y |
140,000 |
Luis Hadic |
Y |
140,000 |
Aggregate Pro Group Involvement 1 placee |
P |
200,000 |
Finder's Fee: |
Haywood Securities Inc. – $6,000 cash and 24,000 finder's warrants. |
|
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases on March 7, 2022 and March 25, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.
________________________________________
PACIFIC BAY MINERALS LTD. ("PBM")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated March 24, 2022, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.3
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.
________________________________________
RYU APPAREL INC. ("RYU")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the First Tranche of a Non-Brokered Private Placement announced October 20, 2021, December 20, 2021, January 19, 2022, and March 16, 2022:
Convertible Debenture |
$3,722,000 in units of $1,000, convertible into 24,813,333 shares. |
Conversion Price: |
Each unit has a face value of $1,000 and is convertible into 6,666.67 shares at $0.15 |
Maturity date: |
Three years from closing. |
Warrants |
7,444,000 warrants, with each warrant exercisable into one common share at $0.10 |
Interest rate: |
8% per annum. |
Number of Placees: |
10 placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
$ convertible debenture |
Cesare Fazari |
Y |
$600,000 |
Finder's Fee: |
Canaccord Genuity Corp. $24,000 cash and 610,000 warrants payable. |
|
-Each warrant is exercisable into one common share at $0.10 for three years |
||
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.]
________________________________________
SARAMA RESOURCES LTD. ("SWA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, March 25, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
SOKOMAN MINERALS CORP. ("SIC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 7, 2022:
Number of Shares: |
12,500,000 flow-through shares |
Purchase Price: |
$0.40 per flow-through share |
Warrants: |
12,500,000 share purchase warrants to purchase 12,500,000 common shares |
Warrant Exercise Price: |
$0.45 for a two-year period |
Number of Placees: |
15 placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
Eric Sprott |
Y |
10,000,000 |
Gordon Fretwell |
Y |
100,000 |
Finder's Fee: |
BMO Nesbitt Burns - $5,000 Cash |
|
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news release on March 21, 2022, and March 24, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
SOMA GOLD CORP. ("SOMA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement dated February 4, 2022, between Soma Gold Corp. (the "Company"), Angra Metals Mineracao Ltda. (a wholly owned subsidiary of the Company), Cottagon S.A. (owned by Christopher M. Scheitz, "Cottagon"), Franz Josef Scheitz ("Franz"), Darci Henrique Lindenmayer ("Darci"). Cottagon, Franz and Darci are collectively referred to as the "Former Owners".
Pursuant to the Option Agreement, the Former Owners grant the Company an option (the "Buy-back Option") to buy back the Former Owners' 1 % NSR from the mining rights held by the Former Owners of mining rights known as the"Tucumã Properties",located in the Carajás province in the State of Pará, Brazil (the "Properties"), and to extinguish Former Owner's right to a US$3,000,000 payment ("Pre-production Payment") due upon commencement of commercial production on the mining rights.
In consideration for the Buy-back Option, the Company will issue the Former Owners 250,000 common shares (187,500 shares to Cottagon, 50,000 shares to Franz and 12,500 shares to Darci) within 30 days from the date of execution of the Option Agreement and an additional 250,000 common shares (187,500 shares to Cottagon, 50,000 shares to Franz and 12,500 shares to Darci) within three years from the date of execution of the Option Agreement. The Pre-production Payment will remain in force until the Company fully exercises the Buy-back Option within three years from the date of execution of the Option Agreement.
For more information, please refer to the Company's news release dated March 15, 2022.
________________________________________
SURGE BATTERY METALS INC. ("NILI")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Mineral Property Option Agreement dated March 23, 2022, between Paul Lechler, John Van De Sand, David White, Darren Howe (collectively, the "Optionors") and Surge Battery Metals Inc. (the "Company"), whereby the Company was granted an option to acquire up to an 80% interest in 16 mineral claims, comprising 640 acres located within Nevada's San Emidio Desert, known as the "Galt" property.
Consideration is US$20,000 cash and 1,000,000 restricted common shares (the "Restricted Shares"), 4,000,000 share purchase warrants (the "Warrants") upon Exchange approval, and an aggregate of US$50,000 cash to be paid in stages over the next five years. The Restricted Shares means the Company's common shares with vesting restrictions attached. The Restricted Shares are to be vested as the first 25% released upon Exchange approval and 25% released each three months thereafter. Each share purchase warrant is exercised into one common share at $0.30 per share for five years from Exchange approval and vesting on the same schedule as the Restricted Shares. The Restricted Shares and Warrants will be issued pro-rata as to 25% to each Optionor.
Once the Company exercises the option, the Company will enter into a joint venture agreement with the Optionors, with the Company holding 80% interest and the Optionors owning the remaining 20% interest. If either party's interest in the property is diluted to 10% or less (the "Diluting Party"), then that party's interest will be automatically converted to a 2.5% Net Smelter Returns royalty over the properties, and the Diluting Party's interest in the properties shall be transferred to the other party (the "Remaining Party").
For more information, refer to the Company's news release dated March 2, 2022, and March 25, 2022.
________________________________________
SURGE BATTERY METALS INC. ("NILI")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue an aggregate of 150,000 shares at a deemed prices of $0.15 and $0.33, as further detailed below, in consideration of certain services provided to the company by an arm's length service provider pursuant to an agreement dated October 26, 2021 and amended on March 23, 2022.
Insider / Pro Group Participation: None
Payment |
Insider=Y / |
Amount |
Deemed Price |
# of Shares |
First Close |
N/A |
$33,000 |
$0.33 |
100,000 |
Second Close |
N/A |
$7,500 |
$0.15 |
50,000 |
For further information please see the Company's news releases of November 2, 2021 and March 25, 2022, available on the Company's profile on SEDAR.
________________________________________
TORQ RESOURCES INC. ("TORQ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 1 and 15, 2022:
Number of Shares: |
7,033,400 shares |
Purchase Price: |
$0.75 per share |
Warrants: |
7,033,400 share purchase warrants to purchase 7,033,400 shares |
Warrant Exercise Price: |
$1.10 for a three year period |
Number of Placees: |
52 placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
Carolina Vargas |
Y |
134,000 |
Michael Kosowan |
Y |
268,434 |
Natasha Frakes |
Y |
15,000 |
Shawn Wallace |
Y |
100,667 |
Steve Cook |
Y |
134,000 |
Aggregate Pro Group Involvement |
P |
240,000 |
Finder's Fee:
$2,475.00 payable to Canaccord Genuity Corp.
$75,000.00 payable to Corecam Pte Ltd.
$90,993.75 payable to Haywood Securities Inc.
$6,375.00 payable to Sprott Capital Partners LP
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement on March 1 and 18, 2022 and setting out the expiry dates of the hold period(s).
________________________________________
WILDPACK BEVERAGE INC. ("CANS") ("CANS.DB") ("CANS.WT") ("CANS.WT.A")
BULLETIN TYPE: Halt
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
Effective at 5:36 a.m. PST, March 25, 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.
________________________________________
WILDPACK BEVERAGE INC. ("CANS") ("CANS.DB") ("CANS.WT") ("CANS.WT.A")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 25, 2022
TSX Venture Tier 2 Company
Effective at 7:00 a.m. PST, March 25, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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