TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, April 5, 2023 /CNW/ -
TSX VENTURE COMPANIES
AFRICAN ENERGY METALS INC. ("CUCO")
BULLETIN TYPE: Consolidation
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
Pursuant to a Directors resolution dated March 20, 2023, the Company has consolidated its capital on a 4 old for 1 new basis. The name of the Company has not been changed.
Effective at the opening April 10, 2023, the common shares of African Energy Metals Inc. 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 |
20,271,857 |
shares are issued and outstanding |
|
Escrow |
Nil |
shares are subject to escrow |
Transfer Agent: |
Odyssey Trust Company |
|
Trading Symbol: |
CUCO |
(UNCHANGED) |
CUSIP Number: |
00833F208 |
(new) |
________________________________________
USHA RESOURCES LTD. ("USHA")
BULLETIN TYPE: Plan of Arrangement, Notice of Distribution, Substitutional Listing, Delist
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
Pursuant to special resolutions passed by the shareholders of the Company on December 16, 2022, and approval by the Supreme Court of British Columbia on January 6, 2023, Usha Resources Ltd. (the "Company" or "Usha") and Formation Metals Inc. ("Spinco"), a wholly-owned subsidiary of the Company intend to complete a plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement is anticipated to be completed on April 25, 2023, and will result in the spinout of the Company's Nicobat Property to Spinco.
Pursuant to the Arrangement, as consideration for the transfer of the Nicobat Property, Company shareholders, will receive for every one Company share held, one share of Spinco ("Spinco Share") multiplied by a conversion factor of 0.2. The number of Company shares held by each shareholder will not change as a result of the Arrangement.
For further information, refer to the Company's management information circular dated November 15, 2022 and news releases dated April 5, 2023, March 30, 2023, March 15, 2023, March 2, 2023, February 28, 2023, January 10, 2023, December 21, 2022, November 29, 2022, November 17, 2022, October 13, 2022, May 11, 2022, and February 9, 2022, which are available under the Company's profile on SEDAR.
Notice of Distribution - Due Bill Trading |
|
Distribution per Share: |
0.2 of a Spinco Share for every one Company share |
Payable Date: |
April 20, 2023 |
Record Date: |
April 12, 2023 |
Ex-Distribution Date: |
April 21, 2023 |
Due Bill Period: |
April 11, 2023 to April 20, 2023, inclusively |
Due Bill Redemption Date: |
April 24, 2023 |
Trades that are executed during the Due Bill Period will be identified to ensure purchasers of the Company shares receive the distribution.
No fractional shares of Spinco will be distributed to the shareholders of the Company and, as a result, all fractional amounts arising under the Arrangement will be rounded down to the nearest whole number without any compensation therefor.
Substitutional Listing
In accordance with the Arrangement, Company shareholders who previously held one common share of Usha (the "Old Usha Shares") will be issued one new common share of Usha ("New Usha Shares") on a one for one basis.
Accordingly, the New Usha Shares will be listed on the Exchange at the market opening on Tuesday, April 25, 2023.
Capitalization: |
Unlimited |
common shares with no par value of which |
47,087,394 |
common shares are issued and outstanding |
|
Escrowed Shares: |
nil |
|
Transfer Agent: |
Computershare Investor Services Inc. |
|
Trading Symbol: |
USHA (UNCHANGED) |
|
CUSIP Number: |
91735H103 (NEW) |
|
Delist
In conjunction with the closing of the Arrangement, the Old Usha Shares will be delisted from the Exchange. Accordingly, effective at the close of business on Monday, April 24, 2023, the Old Usha Shares will be delisted.
___________________________________
23/04/05 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
A.I.S. RESOURCES LIMITED ("AIS")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 8,333,333 bonus warrants to arm's length parties in consideration of extension to the maturity date of outstanding loans. The warrants are exercisable into common shares at $0.05 per share for a 12-month period.
________________________________________
ARCPACIFIC RESOURCES CORP. ("ACP")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of the TL Nickel North property that is located in Newfoundland and Labrador.
CASH ($) |
SECURITIES |
WORK |
|
CONSIDERATION |
$20,000.00 |
1,500,000 Common Shares |
N/A |
For further details, please refer to the Company's news releases dated April 5, 2023
________________________________________
COLOSSUS RESOURCES CORP. ("CLUS")
BULLETIN TYPE: Halt
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
Effective at 5:54 a.m. PST, April 5, 2023, trading in the shares of the Company was halted, 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.
________________________________________
FORAN MINING CORPORATION ("FOM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 13 and 15, 2023:
Number of Shares: |
20,270,300 Common Shares and 4,417,000 Flow-Through Common |
Shares |
|
Purchase Price: |
$3.70 per Common Share and $5.66 per Flow-Through Common |
Share |
|
Number of Placees: |
118 placees |
Insider / Pro Group Participation: |
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
Aggregate Pro Group Involvement: |
2 |
42,404 |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$4,594,123 |
N/A |
N.A |
The Company issued a news release on March 27, 2023 confirming closing of the private placement.
________________________________________
GREEN SHIFT COMMODITIES LTD. ("GCOM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of the 25% interest in Pampa Litio S.A., pursuant to a share purchase agreement dated March 22, 2023 between the Company and an arm's length seller, New Peak Metals Limited ("New Peak"). Pampa Litio S.A. is the holder of lithium spodumene bearing pegmatities in the Pampean Ranges of Central Argentina and has applied for four exploration titles totaling 34,000 hectares within the San Luis Province in Argentina.
The Company will pay an aggregate of $150,000 in cash and issue 535,714 common shares (the "Shares Consideration") at a deemed price of $0.14 per share to New Peak. In certain circumstances that Shares Consideration were not issued, the Company will make a cash payment of $75,000 in lieu of the Shares Consideration.
For further details, please refer to the Company's news releases dated March 23, 2023.
________________________________________
HELIOSTAR METALS LTD. ("HSTR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 17 and March 3, 2023:
Number of Shares: |
92,727,272 shares |
Purchase Price: |
$0.22 per share |
Warrants: |
46,363,630 share purchase warrants to purchase 46,363,630 shares |
Warrant Exercise Price: |
$0.30 for a three-year period |
Number of Placees: |
121 placees |
Insider / Pro Group Participation: |
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
451,537 |
Aggregate Pro Group Involvement: |
11 |
3,476,900 |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$554,699.94 |
N/A |
2,521,461 Warrants |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.30 for period of three (3) years from the date of issuance.
The Company issued a news release on March 17, 2023 confirming closing of the private placement. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
________________________________________
IMPACT SILVER CORP. ("IPT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a share sale agreement (the "Agreement") dated February 9, 2023, between IMPACT Silver Corp. (the "Company") and an arm's length party (the "Vendor"). Pursuant to the terms of the Agreement, the company may acquire a 100% interest in the Plomosas zinc-lead-silver mine in the state of Chihuahua, northern Mexico. By way of Consideration, the Company will make a cash payment of USD$ 3,000,000 (subject to customary post-closing working capital adjustments), issue shares equivalent to USD$ 3,000,000 (up to a maximum of 11,441,647 shares) to the vendor and 12 percent net profit interest royalty in favour of the vendor.
For further details, please refer to the Company's news release dated February 9, 2023.
________________________________________
PACIFIC IMPERIAL MINES INC. ("PPM")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has consented to the extension in the expiry date of the following warrants:
Number of Warrants: |
3,800,000 |
Original Expiry Date of Warrants: |
April 23, 2023 |
New Exercise Date of Warrants: |
April 23, 2025 |
Exercise Price of Warrants: |
$ 0.10 |
These Warrants were issued pursuant to a private placement of 3,800,000 shares with 3,800,000 share purchase warrants attached to purchase 3,800,000 shares, which was accepted for filing by the Exchange effective April 26, 2021.
________________________________________
PLANTIFY FOODS, INC. ("PTFY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of 19.99% of the issued and outstanding common shares of Save Foods, Inc. ("Save Foods") as of immediately prior to closing in exchange for 19.99% of the issued and outstanding common shares of Plantify Foods, Inc. (the "Company") as of immediately prior to closing; upon closing, the Company will issue 30,004,349 common shares to Save Foods and the Company will hold 1,164,374 common shares of Save Foods.
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
N/A |
2,150,217 |
N/A |
For further details, please refer to the Company's news releases dated March 31, 2023 and April 5, 2023.
_______________________________________
PLANTIFY FOODS, INC. ("PTFY")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 31, 2023:
Convertible Debenture |
$1,500,000 |
Conversion Price: |
Convertible into shares at $0.05 of the principal outstanding in year one and at $0.10 in year two. |
Maturity date: |
October 4, 2024 |
Interest rate: |
8% per annum |
Number of Placees: |
1 placee |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$150,000 |
N/A |
N/A |
The Company issued a news release on April 5, 2023 confirming closing of the private placement.
________________________________________
RT MINERALS CORP. ("RTM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Purchase and Sale Agreement dated February 14, 2023, between RT Minerals Corp. (the Company) and an arm's length vendor whereby the Company may acquire a 100% interest in 51 claim blocks in Potter Township, Northeastern Ontario. Consideration is $3,000 cash and 250,000 common shares.
The claims are subject to a 2% NSR with the Company having the right to repurchase 1% for $1,000,000 at any time.
For more details, please see the Company's news release dated February 28, 2023.
________________________________________
RT MINERALS CORP. ("RTM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Purchase and Sale Agreement dated February 14, 2023, between RT Minerals Corp. (the Company) and an arm's length vendor whereby the Company may acquire a 100% interest in 78 claim blocks in northeastern Ontario. Consideration is $4,100 cash and 250,000 common shares.
Fourteen of the claims are subject to a 2% NSR with the Company having the right to repurchase 1% for $1,000,000 at any time.
For more details, please see the Company's news release dated February 28, 2023.
________________________________________
SPC NICKEL CORP. ("SPC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of an option to earn a 100% interest in the McGregor Lake and Speers Lake properties located within the Kitikmeot Region of Western Nunavut.
CASH ($) |
SECURITIES |
WORK |
|
CONSIDERATION |
$1,350,000 |
7,500,000 Common Shares |
N/A |
For further details, please refer to the Company's news release dated March 28, 2023.
________________________________________
STEER TECHNOLOGIES INC. ("STER")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the Company's non-arm's length disposition of a 37.5% interest of its digital restaurant supply business to a group of arm's length and non-arm's length investors (the "Investor Group"). The non-arm's length transaction involved the following:
- the disposition of the Company's digital restaurant supply business held by Food Hwy Canada Inc. (the Company's wholly-owned subsidiary) to FoodsUp Inc., a newly formed, wholly-owned subsidiary of Food Hwy Canada Inc. (the "Spin-Out Transaction");
- the subscription by the Investor Group of 35,000 FoodsUp Inc. common shares at $471 per share for aggregate proceeds of $16,500,000 (the "Investment"); and
- the disposition by Food Hwy Canada Inc. of its 2,500 FoodsUp Inc. common shares to the Investor Group at $600 per share for consideration of $1,500,000 (the "Share Purchase").
For further details of the Spin-Out Transaction, the Investment and the Share Purchase, please refer to the Company's news releases dated March 30, 2023, March 24, 2023 and January 23, 2023.
________________________________________
STELLAR AFRICAGOLD INC. ("SPX")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
Further to a TSX Venture Exchange bulletin dated October 15, 2020, TSX Venture Exchange has accepted for filing the Modified Second Amendment Agreement (the "Amending Agreement") dated March 16, 2023, between the Company and an arm's length seller (the "Parties"). The Amending Agreement amends the terms of a Sale & Purchase Agreement dated September 15, 2020, amended November 22, 2020, between the Parties whereby the Company purchased all of the issued and outstanding shares of the seller, which owned the Prikro Gold Licence and the pending Zuenoula Gold Licence in Cote d'Ivoire.
The Amending Agreement reduces the 2.5% NSR with the right to buy-back 1% of that royalty for $1,000,000 to a 1% NSR with no buy-back. In addition, the milestone payments of $250,000 in cash or shares upon reaching 500,000 ounces of gold resources with at least 250,000 ounces and a further $250,000 in cash or shares upon completion of a feasibility study have been amended to a $500,000 payment in cash or shares at a minimum price of $0.05 per share upon reaching 1,000,000 ounces of gold resources with at least 500,000 ounces.
By way of consideration, the Company will issue to the arm's length seller 250,000 shares at $0.05 per share and an additional 250,000 shares at $0.05 per share upon final issuance of the Zuenoula Gold Licence by the Cote d'Ivoire authorities.
For further details, please refer to the Company's news releases dated February 6, 2023 and April 5, 2023.
________________________________________
UCORE RARE METALS INC. ("UCU")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,150,000 bonus warrants to a non-arm's length creditor, in consideration of an amendment to a secured line of credit agreement dated December 18, 2022 (the "Amended Agreement"). The amendments to the Amended Agreement provide for the extension of the Maturity Date to March 31, 2024 for the balance of USD$1,150,000. The interest rate remains at 9%. The warrants have an exercise price of $0.75 per share with an expiry date of March 31, 2024.
For additional details, please refer to the Company's news release dated December 19, 2022.
________________________________________
UCORE RARE METALS INC. ("UCU")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: April 5, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,000,000 bonus warrants to a non-arm's length creditor, in consideration of an amendment to a secured term loan agreement dated December 18, 2022 (as first amended on November 29, 2021, the "Amended Agreement"). The amendments to the Amended Agreement provide for the extension of the Maturity Date to November 30, 2024 for the balance of USD$964,927.81. The interest rate remains at 9%. The warrants have an exercise price of $0.85 per share with an expiry date of November 30, 2024.
For additional details, please refer to the Company's news release dated December 19, 2022.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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