22/07/08 - TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, July 8, 2022 /CNW/ -
TSX VENTURE COMPANIES
AMAROQ MINERALS LTD. ("AMRQ")
[Formerly AEX Gold Inc. ("AEX")]
BULLETIN TYPE: Name Change
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders on June 16, 2022, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening Tuesday, July 12, 2022, the common shares of Amaroq Minerals Ltd. will commence trading on TSX Venture Exchange, and the common shares of AEX Gold Inc. will be delisted. The Company is classified as a 'Gold and Silver Mining' company.
Capitalization: Unlimited shares with no par value of which
177,208,737 shares are issued and outstanding
Escrow: Nil shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: AMRQ (New)
CUSIP Number: 02312A106 (New)
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CIELO WASTE SOLUTIONS CORP. ("CMC") ("CMC.WT")
BULLETIN TYPE: Prospectus-Unit Offering, New Listing-Warrants
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
Effective June 30, 2022, the Company's (final) short form prospectus (the "Prospectus Offering") dated June 30, 2022 was filed with and accepted by TSX Venture Exchange (the "Exchange"), and filed with and receipted by the Alberta Securities Commission, pursuant to the provisions of the Securities Act. Under Multilateral Instrument 11-102 - Passport System, the Prospectus Offering is deemed to have been filed by the securities regulators for each of the Ontario and British Columbia Securities Commissions. A receipt for the Prospectus Offering is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
TSX Venture Exchange has been advised that closing occurred on July 8, 2022 ("Closing Date") for gross proceeds of $9,774,999.92.
Agent: Echelon Wealth Partners Inc. (the "Agent")
Offering: 139,642,856 Units, including the full exercise of the Over-Allotment Option
(defined below) granted to the Agent. Each Unit consists of one common
share in capital of the Company and one common share purchase warrant
(each whole common share purchase warrant, a "Warrant").
Unit Price: $0.07 per Unit
Warrant Exercise Price/Term: $0.09 per common share exercisable until 4:00 p.m. (Calgary Time) on July 8, 2027.
Agent Commission: $554,121.26 in aggregate cash commission and 7,344,589 aggregate
non-transferable broker warrants (each a "Broker Warrant") exercisable to
purchase one Unit in the capital of the Company at an exercise price of $0.07 until July 8, 2027.
Over-Allotment Option: The Agent fully exercised an Over-Allotment Option previously provided by the Company
in connection with this Prospectus Offering to purchase up to 18,214,285 additional Units,
representing up to 15% of the Prospectus Offering, for $1,275,000 in gross proceeds to
cover their over-allocation position and for market stabilization purposes.
For further information, please refer to the Company's Prospectus Offering dated June 30, 2022 and news releases dated June 13, 2022, June 15, 2022 and July 8, 2022.
Listing of Warrants:
Effective at the opening on Tuesday, July 12, 2022, the warrants of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Chemical Manufacturing' company.
Corporate Jurisdiction: Canada (British Columbia)
Capitalization: 149,417,856 warrants, authorized by a warrant indenture dated July 7, 2022, of which 139,642,856 warrants are issued and outstanding.
Transfer Agent: Olympia Trust Company
Trading Symbol: CMC.WT
CUSIP Number: 17178G 11 2
These warrants were issued under a warrant indenture dated July 7, 2022 pursuant to the Company's (final) short from prospectus dated June 30, 2022. Each Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.09 per common share and will expire at 4:00 p.m. (Calgary time) until July 8, 2027.
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DECADE RESOURCES LTD. ("DEC")
BULLETIN TYPE: Consolidation
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
Pursuant to a directors' resolution passed on July 05, 2022, the Company has consolidated its capital on a five (5) old for one (1) new basis. The name of the company has not been changed.
Effective at the opening on Tuesday, July 12, 2022, the common shares of Decade Resources Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.
Post - Consolidation
Capitalization: UNLIMITED shares with no par value of which
50,800,297 shares are issued and outstanding
Escrow: Nil shares are subject to escrow
Transfer Agent: Computer Investor Services Inc.
Trading Symbol: DEC (UNCHANGED)
CUSIP Number: 242779304 (new)
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KGL RESOURCES LTD. ("KGL.H")
[Formerly KGL Resources Ltd. ("KGL")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company. Therefore, effective at the opening on Tuesday, July 12, 2022, the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Toronto to NEX.
As of July 12, 2022, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
The trading symbol for the Company will change from KGL to KGL.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
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NEX COMPANIES:
LION ROCK RESOURCES INC. ("ROAR")
[Formerly King's Bay Resources Corp. ("KBG.H")]
BULLETIN TYPE: Graduation from NEX to TSX Venture, Name Change, Symbol Change, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered
BULLETIN DATE: July 8, 2022
NEX Company
King's Bay Resources Corp. (the "Company") has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective at opening on July 12, 2022, 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.
Name Change
In connection with the Acquisition (defined below), the Company has changed its name from King's Bay Resources Corp. to Lion Rock Resources Inc. There is no consolidation of capital.
Effective at the opening, Tuesday July 12, 2022, the trading symbol for the Company will change from KBG.H to ROAR. The Company is classified as a 'Mineral Exploration' company.
Acquisition
TSX Venture Exchange has accepted for filing a share exchange agreement dated May 6, 2022 among the Company, Lion Rock Resources Inc. ("Lion Rock") and the shareholders of Lion Rock (collectively, the "Vendors"), pursuant to which the Company acquired all of the shares of Lion Rock (the "Acquisition"). Lion Rock holds a 100% interest in the Maybrun gold‐copper property located in the Atikwa Lake Area in northwestern Ontario (the "Maybrun Property"). As consideration, the Company issued 5,000,000 shares to the shareholders of Lion Rock and 200,000 shares to the original vendor of the Maybrun Property to Lion Rock, at a deemed value of $0.05 per share.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Gregg Sedun Y 750,000
Alison Sedun Y 750,000
Capitalization: unlimited common shares with no par value of which
44,171,815 common shares are issued and outstanding
Escrow: Nil
Transfer Agent: Odyssey Trust Company
Trading Symbol: ROAR (new)
CUSIP Number: 536250103 (new)
Private Placement – Non-Brokered
TSX Venture Exchange has also accepted for filing documentation with respect to a Non-Brokered Private Placement announced by the Company May 9, 2022:
Number of Shares: 15,000,000 shares
Purchase Price: $0.05 per share
Warrants: 7,500,000 share purchase warrants to purchase 7,500,000 shares
Warrant Exercise Price: $0.10 for a two-year period
Number of Placees: 35 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Jody Bellefleur Y 100,000
Kevin Bottomley Y 200,000
Aggregate Pro Group Involvement P 1,500,000
[4 placee]
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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ZINCORE METALS INC. ("ZNC.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 8, 2022
NEX Company
Effective at the opening, Tuesday, July 12, 2022, the securities of Zincore Metals Inc. (the "Company") will resume trading, news releases having been issued on September 1, 2020, and July 8, 2022, announcing that the Company will not be proceeding with its proposed transaction, which was previously announced on January 21, 2019. The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.
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22/07/08 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
LUMINA GOLD CORP. ("LUM")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Credit Agreement (the "Facility") dated July 5, 2022 between the Company and Ross J. Beaty (the "Lender") whereby the Lender has agreed to lend the Company an aggregate of up to $10,000,000. The Facility bears interest at a rate of 10% per annum and matures on the earlier of: (i) July 5, 2023, (ii) two business days after the Company receives aggregate gross proceeds from one or more equity financings in excess of CAD$15,000,000; or (iii) the date of a change of control of the Company.
In consideration of the loan, the Lender will receive 3,000,000 bonus warrants that are exercisable into common shares at any time during the 24-month period. In the event the loan is repaid prior to July 5, 2023, the term of the bonus warrants will be reduced from 24 months to 12 months from the date of issuance.
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P2 GOLD INC. ("PGLD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 16, 2022, June 22, 2022 and July 4, 2022:
Number of Shares: 5,261,667 Flow-Through shares
Purchase Price: $0.60 per share
Warrants: 5,261,667 share purchase warrants to purchase 5,261,667 shares
Warrant Exercise Price: $0.95 for a one year period, subject to an acceleration clause
Number of Shares: 225,000 Non Flow-Through shares
Purchase Price: $0.50 per share
Warrants: 225,000 share purchase warrants to purchase 225,000 shares
Warrant Exercise Price: $0.95 for a one year period, subject to an acceleration clause
Number of Placees: 16 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Joe Ovsenek Y 200,000
Ken McNaughton Y 400,000
Ron MacDonald Y 80,000
Finder's Fee: Canaccord Genuity Corp. $1,080 cash and 1,800 Broker Warrants payable.
Dundee Corporation $59,400 cash and 99,000 Broker Warrants payable.
Clarus Securities Inc. $90,000 cash and 150,000 Broker Warrants payable.
Leede Jones Gable Inc. $900 cash and 1,500 Broker Warrants payable.
Richardson Wealth Limited $3,600 cash and 6,000 Broker Warrants payable.
Sephenavenue Securities Inc. $1,080 cash and 1,800 Broker Warrants payable.
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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P2 GOLD INC. ("PGLD")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Amendment to an Option Agreement dated June 20, 2022 between P2 Gold Inc. (the Company) and Rick Kasum (the Vendor) whereby the parties have amended an Option Agreement dated June 10, 2020 between the Company and Vendor. In lieu of $500,000 cash and 800,000 common shares due on the second anniversary of the Option Agreement, the Company will pay:
i) $175,000 in cash, or common shares valued at $0.50, and 300,000 common shares.
ii) $175,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 9, 2023 and $0.33).
iii) 300,000 Common Shares on June 12, 2023.
iv) $200,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 7, 2024 and $0.33).
v) 200,000 Common Shares on June 10, 2024.
vi) In addition, the Company has until September 30, 2024 to incur any remaining exploration expenditures at Silver Reef.
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PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,660,000 common shares to an arm's length creditor to settle outstanding debt for US$249,000.
Number of Creditors: 1 Creditor
For further information, refer to the Company's news releases dated October 29, 2020 and June 29, 2022. The Company shall issue a news release when the shares are issued and the debt extinguished.
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YORK HARBOUR METALS INC. ("YORK")
BULLETIN TYPE: Private Placement – Brokered
BULLETIN DATE: July 8, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced May 30, 2022 and June 3, 2022:
Number of Shares: 2,625,600 common share units ("Units"), each consisting of one common share in the capital of the Company ("Common Share") and one-half of one Common Share purchase warrant ("Warrant").
4,987,228 flow-through units ("FT Units"), each consisting of one flow-through common share ("FT Share") and one-half of one Warrant.
1,900,000 charity flow-through units ("Charity FT Units"), each consisting of one charity flow-through share and one-half of one Warrant.
Purchase Price: $1.00 per Unit;
$1.20 per FT Unit; and
$1.50 per Charity FT Unit
Warrants: 4,756,414 whole Warrants to purchase 4,756,414 Common Shares.
Warrant Price: $1.50 exercisable until June 29, 2024 being a period of two years from the date of issuance.
Number of Placees: 100 placees
Insider / ProGroup Participation:
Insider= Y /
Name ProGroup= P Number of Securities
Aggregate ProGroup
(7 subscribers) P 25,000 Units
P 208,332 FT Units
P 533,332 Charity FT Units
Agents Fees: $194,499.33 Cash, 117,640 Broker Warrants and 46,391 Advisory Warrants issued to Research Capital Corp.
$164,622.13 Cash, 117,640 Broker Warrants and 46,391 Advisory Warrants issued to Red Cloud Securities Inc.
$164,622.13 Cash, 117,640 Broker Warrants and 46,391 Advisory Warrants issued to Haywood Securities Inc.
$54,874.04 Cash, 39,214 Broker Warrants and 15,463 Advisory Warrants issued to Canaccord Genuity Corp.
40,000 Broker Warrants issued to Echelon Wealth Partners Inc.
Each Broker Warrant and Advisory Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $1.00 until June 29, 2024.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement setting out the expiry dates of the hold period(s) on June 29, 2022.
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NEX COMPANY:
LETHO RESOURCES CORP. ("LET.H")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 8, 2022
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 7, 2022, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Reviewable Disposition pursuant to Listings Policy 5.3, Sections 5.6(d).
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.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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