TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, June 27, 2022 /CNW/ -
TSX VENTURE COMPANIES
JERICHO ENERGY VENTURES INC. ("JEV")
BULLETIN TYPE: Share Capital Reorganization, Substitutional Listing
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Share Capital Reorganization:
Pursuant to a special resolution passed by shareholders at Jericho Energy Ventures Inc. (the "Company's") Annual General and Special Meeting of Shareholders held on June 23, 2022, shareholders of the Company approved amendments (the "Amendments") to the Company's notice of articles and articles in in order to create two new classes of shares, the variable voting shares ("Variable Voting Shares") and the common voting shares ("Common Voting Shares") (together, the "Equity Shares"), and to cancel the common shares (the "Common Shares") of the Company.
The "Common and Variable Voting Shares" will commence trading under a single new CUSIP and existing symbol ("JEV") in substitution for the Common Shares which will be delisted at that time.
The Company is effecting the Amendments in order to maintain "foreign private issuer" status under Rule 405 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and Rule 3b-4(c) under the U.S. Securities Exchange Act of 1934, as amended.
Each issued and outstanding Common Voting Share shall be converted into one Variable Voting Share, automatically and without any further act of the Company or the holder, if such Common Voting Share is or becomes owned or controlled by a U.S. Resident. Each issued and outstanding Variable Voting Share shall be automatically converted into one Common Voting Share, without any further intervention on the part of the Company or the holder, if the Variable Voting Share is or becomes owned or controlled by a non-U.S. Resident.
Summary of Voting Rights and Restrictions of the Variable Voting Shares and Common Voting Shares:
Holders of Common Voting Shares shall be entitled to notice of and to attend and participate in any general meeting of the Company. Holders of Common Voting Shares shall be entitled to vote at any general meeting (including electronic meetings) of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Common Voting Share held, except that holders shall not have an entitlement to vote at a class meeting or series meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote.
Holders of Variable Voting Shares shall be entitled to notice of and to attend and participate in any general meeting of the Company. Holders of Variable Voting Shares shall be entitled to vote at any general meeting (including electronic meetings) of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Variable Voting Share held, except that (i) holders shall not have an entitlement to vote at a class meeting or series meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote and (ii) if the number of votes that may be exercised, in connection with the election or removal of directors, in respect of all issued and outstanding Variable Voting Shares exceeds 49.9% of the total number of votes that may be exercised, in connection with the election or removal of directors, in respect of all issued and outstanding Equity Shares, the vote attached to each Variable Voting Share will decrease automatically and pro rata and without further act or formality to equal the maximum permitted vote per Variable Voting Share. The Variable Voting Shares as a class cannot carry more than 49.9% of the aggregate votes, in connection with the election or removal of directors, attached to all issued and outstanding Equity Shares of the Company.
Except as otherwise provided in the Company's articles (including without limitation the restrictions on voting rights for the election or removal of directors in the case of the Variable Voting Shares) or except as provided in the BCBCA, Common Voting Shares and Variable Voting Shares are equal in all respects and shall vote together as if they were shares of a single class.
In connection with any change of control transaction requiring approval of the holders of all Equity Shares under the BCBCA, all Equity Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Variable Voting Shares or their proxyholders in respect of a resolution approving such change of control transaction, voting separately as a class at a meeting of the holders of that class called and held for such purpose. Notwithstanding the provisions of the above, the holders of each Equity Shares shall be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Company's articles which would: (i) adversely affect the rights or special rights of the holders of the relevant Equity Share class; or (ii) affect the holders of any class of Equity Shares differently, on a per share basis; or (iii) except as already set forth herein, create any class or series of shares ranking equal to or senior to the Equity Share classes; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of each outstanding Equity Share class.
All Equity Shares shall rank equally with the other Equity Shares as to dividends on a share-for-share basis, without preference or distinction, except that stock dividends or distributions may be declared by the Board that are payable in Common Voting Shares on the Common Voting Shares and in Variable Voting Shares on the Variable Voting Shares, provided an equal number of shares is declared as a dividend or distribution on a per-share basis in each case.
All Equity Shares will rank pari passu on a per-share basis in the event of the Company's liquidation, dissolution or winding-up, or a distribution of assets of the Company for the purposes of a dissolution or winding-up of the Company.
In connection with any change of control transaction requiring approval of the holders of all Equity Shares under the BCBCA, holders of the Equity Shares shall be treated equally and identically, on a per share basis. Notwithstanding the foregoing, the holders of Variable Voting Shares and Common Voting Shares shall each be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Company's articles which would: (i) adversely affect the rights or special rights of the holders of Variable Voting Shares or Common Voting Shares, as applicable; or (ii) affect the holders of the Equity Shares differently, on a per share basis; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by the requisite number of the votes cast by holders of outstanding Variable Voting Shares or Common Voting Shares, as applicable.
A letter of transmittal ("Letter of Transmittal") for the surrender of certificates representing Common Shares for use in exchanging those certificates for Common Voting Shares and Variable Voting Shares certificates was mailed to shareholders on May 25, 2022. The Letter of Transmittal contains instructions on how registered shareholders are to exchange their Common Share certificates.
In accordance with the above, effective at the opening of business on Wednesday, June 29, 2022, the "Common and Variable Voting Shares" will commence trading on the TSX Venture Exchange, and the current Common Shares will be delisted. The Company is classified as an 'oil & gas" company.
Post - Reorganization |
|||
Capitalization: |
Unlimited |
Variable Voting Shares and Common Voting Shares with |
|
225,503,169 |
Variable Voting Shares and Common Voting Shares are |
||
Escrowed Shares |
Nil |
Variable Voting Shares and Common Voting Shares |
|
Transfer Agent: |
Computershare Investor Services Inc. |
||
Trading Symbol: |
JEV |
(UNCHANGED) |
|
CUSIP Number: |
476339205 |
(NEW) |
|
For further information on the Amendments please refer to the management information circular dated May 20, 2022 and the Company's news release dated June 27, 2022.
________________________________________
KIBOKO GOLD INC. ("KIB")
BULLETIN TYPE: New Listing-IPO-Units; Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
The Company's initial public offering ("IPO") prospectus dated June 22, 2022, has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission and Ontario Securities Commission on June 23, 2022, pursuant to the provisions of the applicable Securities Acts. The Prospectus was also filed under Multilateral Instrument 11-102 Passport System (the "Instrument") in Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the Prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
The gross proceeds to be received by the Company on the closing of the IPO are $6,038,400, comprising 8,000,000 units at $0.25 per unit, 5,520,000 flow-through units at $0.29 per flow-through unit and 5,540,000 Quebec charity flow-through units (including 1,790,000 Quebec charity flow-through units issuable pursuant to exercise of the agent's over-allotment option) at $0.44 per Quebec charity flow-through unit. Each unit is comprised of one common share and one warrant (a "Warrant"). Each Warrant is exercisable into one common share at a price of $0.40 per share for a five-year period. Each flow-through unit is comprised of one flow-through share and one warrant (a "FT Warrant"). Each FT Warrant is exercisable into one common share at a price of $0.45 per share for a five-year period. Each Quebec charity flow-through unit is comprised of one Quebec charity flow-through share and one Warrant.
The Company is classified as a 'Mining' company.
Commence Date: |
At the opening on Wednesday, June 29, 2022, the common shares |
The closing of the IPO is scheduled to occur on June 29, 2022. A |
|
Corporate Jurisdiction: |
British Columbia |
Capitalization: |
Unlimited common shares with no par value of which |
Escrowed Shares: |
13,982,001 common shares subject to NP 46-201 escrow |
Transfer Agent: |
Odyssey Trust Company |
Trading Symbol: |
KIB |
CUSIP Number: |
493734107 |
Agent: |
Haywood Securities Inc. |
Over-Allotment Option: |
The Company granted the agent an option to purchase an additional |
Agent's Commission: |
A commission of $313,667 payable in cash and 958,935 non- |
For further information, please refer to the Company's Prospectus dated June 22, 2022.
Company Contact: |
Jeremy Link, President & CEO |
Company Address: |
Suite #201, 1405 St. Paul Street, Kelowna, British Columbia |
Company Phone Number: |
778-381-5949 |
Company Email Address: |
________________________________________
BULLETIN TYPE: Other
BULLETIN DATE: June 27, 2022
Tier 1 and Tier 2 Companies
Mandatory Trading and Settlement Rules for Securities Trading in US Dollars
Further to the TSX Staff Notice #2017-0003 dated September 5, 2017, all trades on Wednesday, June 29, 2022 in the following securities that trade in US dollars will be for Special Settlement on Tuesday, July 5, 2022.
T+3 special settlement rules are being imposed for these securities to accommodate the US banking holiday on Monday, July 4, 2022.
Trading in the corresponding securities which trade in Canadian dollars (if applicable) will not be affected by these special settlement rules.
Company Name |
Security |
US Dollar Symbol |
Freeman Gold Corp. |
Warrants |
FMAN.WT.U |
AIP Realty Trust |
USD Units |
AIP.U |
Alpine Summit Energy Partners, Inc. |
USD Units |
ALPS.U |
Firm Capital Apartment Real Estate Investment |
USD Units |
FCA.U |
Partners Value Investments LP |
Preferred Shares, Series A |
PVF.PR.U |
NexPoint Hospitality Trust |
USD Units |
NHT.U |
Pine Trail Real Estate Investment Trust |
USD Units |
PINE.U |
Starlight U.S. Multi-Family 2 Core Plus US |
USD Units |
SCPT.U |
Starlight U.S. Residential Fund |
USD Units |
SURF.U |
________________________________________
PENTAGON I CAPITAL CORP. ("PNTI.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
The Capital Pool Company's (the 'Company') Prospectus dated May 13, 2022, has been filed with and accepted by TSX Venture Exchange and the Ontario, British Columbia and Alberta Securities Commissions effective May 13, 2022 under the provisions of the respective Securities Acts. The common shares of the Company will be listed and admitted to trading on TSX Venture Exchange, on the effective dates stated below.
The gross proceeds to be received by the Company for the Offering are $300,000 (3,000,000 common shares at $0.10 per share).
Listing Date: |
At the close of business (5:01 p.m. EDT) on June 28, 2022. |
Commence Date: |
The common shares will commence trading on TSX Venture |
The closing of the public offering is scheduled to occur before the market opening on June 29, 2022. A |
|
Corporate Jurisdiction: |
Ontario |
Capitalization: |
Unlimited common shares with no par value of which 5,800,000 |
Escrowed Shares: |
2,800,000 common shares |
Transfer Agent: |
Marelli Trust Company Limited |
Trading Symbol: |
PNTI.P |
CUSIP Number: |
70962P103 |
Agent: |
Haywood Securities Inc. |
Agent's Options: |
300,000 options to purchase one share at $0.10 for a period of 5 |
For further information, please refer to the Company's prospectus dated May 13, 2022.
Company Contact: |
Ali Mahdavi |
Company Address: |
18 King St. E., Suite 902, Toronto, ON M5C 1C4 |
Company Phone Number: |
416 962-3300 |
Company email: |
______________________________________
22/06/27 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
ANGUS GOLD INC. ("GUS")
BULLETIN TYPE: Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 12:12 p.m. PST, June 24, 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.
________________________________________
ANGUS GOLD INC. ("GUS")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, June 27, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
CHAKANA COPPER CORP. ("PERU")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 19, 2022:
Number of Shares: |
56,739,585 shares |
|
Purchase Price: |
$0.11 per share |
|
Warrants: |
28,369,789 share purchase warrants to purchase 28,369,789 shares |
|
Warrant Exercise Price: |
$0.20 for a two-year period |
|
Number of Placees: |
59 placees |
|
Insider / Pro Group Participation: |
||
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Gold Fields Nazca Holdings Inc. |
Y |
8,140,909 |
(Johannes Pauley) |
||
Douglas B. Silver |
Y |
590,772 |
Thomas E. Wharton Jr. |
Y |
1,000,000 |
David Kelley |
Y |
354,272 |
John E. Black |
Y |
272,727 |
Aggregate Pro Group Involvement |
P |
975,000 |
2 placees |
Finder's Fee: |
|
BCO Consulting Limited. |
$16,478 cash and 149,800 finder's warrants |
Leede Jones Gable Inc. |
$180,372.50 cash and 1,639,750 finder's warrants |
Sprott Global Resources |
$36,000 cash and 327,273 finder's warrants |
Investments Ltd. |
|
Blue Lakes Advisors SA. |
$32,340 cash and 294,000 finder's warrants |
Haywood Securities Inc. |
$1,540 cash and 14,000 finder's warrants |
Canaccord Genuity Corp. |
$3,888.50 cash and 35,350 finder's warrants |
Dosatsu Pty Ltd. |
$51,082.50 cash and 464,386 finder's warrants |
The finder's warrants are non-transferable and each are exercisable into one |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on May 24, 2022 and June 22, 2022 announcing the closing 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.
________________________________________
ERIN VENTURES INC. ("EV")
BULLETIN TYPE: Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 6:07 a.m. PST, June 27, 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.
________________________________________
GOLDEN SKY MINERALS CORP. ("AUEN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an option agreement dated May 26, 2022 (the "Agreement") between Strata GeoData Services Ltd. (the "Optionor") and Golden Sky Minerals Corp. (the "Optionee"), whereby the Optionor has agreed to grant an exclusive right option to acquire a 100% interest in the Vidette and Mowick mineral properties comprising 19 mining claims located in southern British Columbia (the "VM Property").
Under the terms of the Agreement, the Company can earn a 100% interest in the VM Property by (i) making an aggregate of $120,000 cash payments, (ii) issuing an aggregate of 240,000 common shares at a deemed price of $0.16 per common share and (iii) expended a $575,000 in exploration expenditures within specified timeframes, with the last payment date being August 31, 2026.
For further details, please refer to the Company's news releases dated June 17, 2022.
________________________________________
HEMOSTEMIX INC. ("HEM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 24, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on May 19, 2022:
Number of Units: |
2,301,296 units ("Units"). Each Unit consist of one common share in the capital |
Purchase Price: |
$0.30 per Unit |
Warrants: |
2,301,296 share purchase warrants to purchase 2,301,296 shares. The |
Warrant Exercise Price: |
$0.55 for a two year period from the closing date of the offering |
Number of Placees: |
10 placees |
Insider / Pro Group Participation: |
None |
Finder's Fee: |
PI Financial Corp. – $804.00 cash and 2,680 Finder's Warrants |
Fidelity Clearing Canada ULC – $3,991.92 cash and 13,306 Finder's Warrants |
|
Research Capital Corporation – $3,120.00 cash and 10,400 Finder's Warrants |
|
Canaccord Genuity Corp. – $15,999.98 cash and 53,333 Finder's Warrants |
Each Finder's Warrant will be exercisable for one common share of the Company at an exercise price of $0.55 until June 20, 2024.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated June 23, 2022, announcing the closing 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.
________________________________________
JAZZ RESOURCES INC. ("JZR")
BULLETIN TYPE: Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 8:08 a.m. PST, June 27, 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.
________________________________________
JAZZ RESOURCES INC. ("JZR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 10:15 a.m. PST, June 27, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
MAPLE GOLD MINES LTD. ("MGM.WT")
BULLETIN TYPE: Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 1 Company
Effective at 9:00 a.m. PST, June 27, 2022, trading in the shares of the Company was halted pending delisting; 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.
________________________________________
MINK VENTURES CORPORATION ("MINK.P")
BULLETIN TYPE: Halt
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
Effective at 9:53 a.m. PST, June 27, 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.
________________________________________
TNR GOLD CORP. ("TNR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 4, 2022:
Number of Shares: |
1,250,000 shares |
|
Purchase Price: |
$0.05 per share |
|
Warrants: |
625,000 share purchase warrants to purchase 625,000 shares |
|
Warrant Exercise Price: |
$0.075 for a two-year period |
|
Number of Placees: |
5 placees |
|
Insider / Pro Group Participation: |
||
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Kirill Klip |
Y |
300,000 |
Finder's Fee: |
$2,375 payable to Nicholas Winton |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on May 19, 2022 and June 24, 2022 announcing the closing 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.
________________________________________
SOURCE TSX Venture Exchange

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