TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, June 15, 2022 /CNW/ -
TSX VENTURE COMPANIES
AZARGA METALS CORP. ("AZR")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Company Tier Reclassification
BULLETIN DATE: June 15, 2022TSX Venture Tier 1 Company
Property-Asset or Share Disposition Agreement
TSX Venture Exchange has accepted for filing documentation pertaining to an option agreement dated May 9, 2022 (the "Agreement") between the Company and Baker Steel Resources Trust Limited ("Baker Steel"), whereby Baker Steel acquired an option (the "Option") to acquire the Company's wholly-owned subsidiary Azarga Metals Limited ("Azarga BVI"). The principal asset of Azarga BVI is an indirect 100% interest in the Unkur copper-silver exploration project (the "Property") located in the Zabaikalsky administrative region of eastern Russia.
Under the terms of the Agreement, Baker Steel may exercise the Option for $1.00. It is a condition precedent to the exercise of the Option that Baker Steel converts the USD$3.5 million convertible debenture it holds into common shares of the Company in accordance with the existing terms of the convertible debenture. If Baker Steel exercises the Option and subsequently sells Azarga BVI or the Property within a two-year period, the proceeds of any such sale will be split between the Company and Baker Steel in accordance with the terms of the Agreement.
For further details, please refer to the Company's news releases dated April 19, 2022, May 10, 2022 and June 14, 2022.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has not maintained the requirements for a Tier 1 company. Therefore, effective at the market opening on Friday June 17, 2022, the Company's Tier classification will change from Tier 1 to:
Classification
Tier 2
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FOCUS GRAPHITE INC. ("FMS")
BULLETIN TYPE: Consolidation
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by shareholders on May 19, 2022, the Company has consolidated its capital on a (10) old for (1) new basis. The name of the Company has not been changed.
Effective at the opening on Friday, June 17, 2022, the common shares of Focus Graphite Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as an 'All Other Non-Metallic Minerals Mining' company.
Post - Consolidation |
||
Capitalization: |
Unlimited |
shares with no par value of which |
55,166,390 |
shares are issued and outstanding |
|
Escrow |
Nil |
shares are subject to escrow |
Transfer Agent: |
Computershare Trust Company of Canada |
Trading Symbol: |
FMS (UNCHANGED) |
CUSIP Number: |
34416E874 (NEW) |
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HAW CAPITAL 2 CORP. ("HAW.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated December 8, 2021, and the news release issued by HAW Capital 2 Corp. (the "Company") on June 14, 2022, effective at the opening, Friday, June 17, 2022, the securities of the Company will resume trading.
__________________________________
ICWHY CAPITAL VENTURES INC. ("ICWY.P")
BULLETIN TYPE: New Listing-CPC-Shares, HALT
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
This Capital Pool Company's ('CPC') Prospectus dated March 16, 2022 has been filed with and accepted by TSX Venture Exchange, the British Columbia, Ontario and Alberta Commissions effective March 21, 2022, pursuant to the provisions of the relevant Securities Act and Multilateral Instrument 11-102 Passport System in Alberta (the 'Instrument').
The Company will complete its initial distribution of securities to the public on Friday, June 17, 2022. The gross proceeds to be received by the Company for the public offering will be $250,000 (2,500,000 common shares at $0.10 per share).
Commence Date: At the opening Friday, June 17, 2022, the common shares will be listed and immediately halted from trading on TSX Venture Exchange.
The closing of the public offering is scheduled to occur on June 17, 2022. A further notice will be published upon the confirmation of closing and the trading halt will be lifted.
Corporate Jurisdiction: British Columbia
Capitalization: unlimited common shares with no par value of which
6,300,000 common shares will be issued and outstanding on completion of the initial public offering
Escrowed Shares: 3,800,000 common shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: ICWY.P
CUSIP Number: 45114Q100
Agent: Research Capital Corp.
Agent's Warrants: 250,000 non-transferable warrants. Each warrant to purchase one share at $0.10 per share for 2 years.
For further information, please refer to the Company's Prospectus dated March 16, 2022.
Company Contact: Randy Clifford
Company Address: 26 - 2365 Abbeyglen Way, Kamloops, BC, V1S 1Y3
Company Phone Number: (778) 362-3037
Company Email Address: [email protected]
________________________________________
MONTFORT CAPITAL CORP. ("MONT.PR.A")
[Formerly TIMIA CAPITAL CORP. ("TCA.PR.A")]
BULLETIN TYPE: Name Change and Declaration of Dividend
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
The Issuer has advised of a name change following the declaration of a dividend:
Dividend per Preferred Share: $0.02
Payable Date: June 30, 2022
Record Date: June 23, 2022
Ex-dividend Date: June 22, 2022
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RIVERWALK ACQUISITION CORP. ("RAC.P")
BULLETIN TYPE: New Listing-CPC-Shares, HALT, Correction
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Further to the Exchange bulletin dated June 14, 2022, the following sections of the bulletin have been corrected:
The Company will complete its initial distribution of securities to the public on Thursday, June 16, 2022. The gross proceeds to be received by the Company for the public offering will be $300,000 (3,000,000 common shares at $0.10 per share).
Capitalization: |
unlimited |
common shares with no par value of which |
6,800,001 |
common shares will be issued and outstanding on completion of the initial public offering |
All other information remains unchanged.
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TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
ARCPACIFIC RESOURCES CORP. ("ACP")
BULLETIN TYPE: Miscellaneous, Amendment
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Further to the bulletin dated June 8, 2022, TSX Venture Exchange has been advised that 2,594,667 warrants were exercised pursuant to the Warrant Incentive Program, not 2,544,667 warrants, providing aggregate gross proceeds of $143,485.00. As a result, 2,594,667 incentive warrants are issued that are exercisable into common shares at $0.15 per share for a 12-month period.
6,366,999 warrants that were not exercised under the Warrant Incentive Program continued to entitle the holder to acquire one common shares at an exercise price of$0.0553 per common shares until November 24, 2022 and 1,575,000 warrants that were not exercised under the Warrant Incentive Program continued to entitle the holder to acquire one common share at the exercise price of $0.0553 per common share until October 27, 2023.
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ASTRA EXPLORATION INC. ("ASTR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 7, 2022:
Number of Shares: |
12,000,000 shares |
Purchase Price: |
$0.20 per share |
Warrants: |
12,000,000 share purchase warrants to purchase 12,000,000 shares |
Warrant Exercise Price: |
$0.26 for a two-year period |
Number of Placees: |
16 placees |
Insider / Pro Group Participation: |
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Michael Gentile |
Y |
5,000,000 |
New Venture Equities Fund LP |
Y |
2,000,000 |
Brian Miller |
Y |
25,000 |
David Caulfield |
Y |
100,000 |
Roberto A. Alarcon Bittner |
Y |
625,000 |
Stuart Smith |
Y |
200,000 |
Aggregate Pro Group Involvement |
P |
375,000 |
[1 placee] |
Finder's Fee: Dundee Goodman Merchant Partners - $67,500.00
Agentis Capital Market Canada Limited Partnership - $48,750.00
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated June 14, 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.
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Awale Resources Limited ("ARIC")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Private Placement Non-Brokered
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Property-Asset or Share Disposition Agreement
TSX Venture Exchange has accepted for filing documentation pertaining to an exploration agreement with venture option dated May 27, 2022 (the "Agreement") between the Company and Newmont Corporation's wholly-owned subsidiary Newmont Ventures Limited ("Newmont"), whereby Newmont can acquire up to a 75% interest in the Odienné Project located in northwest Côte D'Ivoire (the "Property") from the Company.
Under the terms of the Agreement, Newmont can earn (i) a 51% interest in the Property by incurring exploration expenditures of USD$5.0 million over a three-year period, (ii) an additional 14% in the Property by incurring additional exploration expenditures of USD$10.0 million and defining a minimum 2-million-ounce gold resource, (iii) an additional 5%, if the Company elects not to contribute its pro rata share of expenditures in connection with the preparation of a feasibility study for the Property and (iv) an additional 5%, if the Company elects not to contribute the Company's share of expenditures necessary to bring the Property into commercial production. Newmont may pay the Company up to USD$1.75 million in lieu of incurring exploration expenditures as part of the exercise of the 51% earn-in.
In connection with the foregoing, the Company paid certain arm's length third parties who hold the 10% interest in the Property not currently held by the Company USD$100,000 in the aggregate. Newmont will reimburse the Company for such amount, with interest, prior to December 31, 2023.
For further details, please refer to the Company's news releases dated May 31, 2022 and June 15, 2022.
Private Placement Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 31, 2022:
Number of Shares: 3,232,994 shares
Purchase Price: $0.197 per share
Number of Placees: 1 placee
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Newmont Ventures Limited Y 3,232,994
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on June 15, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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AXMIN INC. (''AXM'')
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 25, 2022:
Number of Shares: 7,000,000 common shares
Purchase Price: $0.03 per common share
Number of Placees: 8 Placees
Insider / Pro Group Participation:
Name |
Insider=Y / ProGroup=P |
Number of Shares |
Kin Foon Tai |
Y |
500,000 |
Terry Wong |
Y |
500,000 |
For more information, please refer to the Company's news releases dated April 13, 2022 and May 25, 2022.
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BEAUCE GOLD FIELDS INC. ("BGF")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to a sale agreement (the "Agreement") dated June 8, 2022, between Les Placements V.T.R. Inc. (the "Vendor") and Beauce Gold Fields Inc. (the "Company"). Pursuant to the Agreement, the Company shall acquire 14 mining claims (the "Property") located in the Beauce area of Quebec.
As consideration, the Company shall issue 700,000 common shares to the Vendor.
For further information, please refer to the Company's press release dated June 10, 2022.
CHAMPS D'OR DE LA BEAUCE INC. (« BGF »)
TYPE DE BULLETIN : Convention d'achat de propriété d'actif ou d'actions
DATE DU BULLETIN : Le 15 juin 2022
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents relative à une convention de vente (la « convention ») datée du 8 juin 2022, entre Les Placements V.T.R. Inc. (le « vendeur ») et Champs d'Or de la Beauce Inc. (la « société »). Conformément à la convention, la société acquerra 14 claims miniers (la « Propriété ») situés dans la région de Beauce au Québec.
Comme contrepartie, la Société émettra 700 000 actions ordinaires au Vendeur.
Pour plus d'information, veuillez-vous référer au communiqué de presse émis par la société le 10 juin 2022.
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CASSIAR GOLD CORP. ("GLDC")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Effective May 27, 2022, the Company's bought-deal deal offering by way of (final) short form prospectus (the "Prospectus") dated May 27, 2022, was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta Securities Commission. The Prospectus qualifies the public distribution of FT Units of the Company, the material terms of which are described below, and further has been filed under Multilateral Instrument 11-102 - Passport System in Ontario, British Columbia, Saskatchewan, and Nova Scotia. 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.
TSX Venture Exchange has been advised that closing occurred on June 8, 2022 for gross proceeds of C$8,346,142.
Underwriters: Red Cloud Securities Inc., Raymond James Ltd. and BMO Nesbitt Burns Inc.
Offering: 8,346,142 flow-through units of the Company (each a "FT Unit") including the partial exercise of the Underwriters' Over-Allotment Option as defined below. Each FT Unit consists of one common share issued on a flow-through basis in the capital of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant is exercisable to purchase one common share in the capital of the Company.
Unit Price: C$1.00 per FT Unit
Warrant Exercise Price/Term: $1.05 per common share exercisable until 2:30 pm (Calgary Time) on the date that is twenty-four (24) months following the date of issuance.
Underwriters' Commission: C$490,354.26 in aggregate cash commission and 490,354 aggregate non-transferable broker warrants (each a "Broker Warrant") exercisable to purchase one common share of the Company at an exercise price of $1.00 each for twenty-four (24) months following the date of issuance.
Over-Allotment Option: The Company granted the Underwriters an Over-Allotment Option in connection with this Prospectus to purchase up to 1,200,000 additional FT Units, representing up to 15% of the FT Units offered in the Prospectus. This Over-Allotment Option was partially exercised by the Underwriters upon closing of this Prospectus to purchase up to 346,142 additional FT Units for C$346,142 in gross proceeds to cover their over-allocation position and for market stabilization purposes.
For further information, please refer to the Company's Prospectus dated May 27, 2022 and the news releases dated May 24, 2022, May 10, 2022, March 31, 2022, March 3, 2022, March 2, 2022 and June 8, 2022.
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GOLD79 MINES LTD. ("AUU"
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 632,400 common shares at a deemed value of $0.05 per share to settle outstanding debt for US$25,000 (CDN$31,620).
Number of Creditors: 1 Creditor
For more information, please refer to the Company's news release dated June 1, 2022.
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NORTEC MINERALS CORP. ("NVT")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated June 13, 2022, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Section 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.
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PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture(s)
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has received for filing documentation from Petroteq Energy Inc. (the "Company") with respect to various financing transactions completed by the Company without Exchange acceptance, as described in the Company's news releases dated October 6, 2021 and October 7, 2021. The Company has taken corrective measures to amend three previously issued convertible promissory notes, as further described in the Company's news release dated November 27, 2021. Consequently, a final acceptance has been granted by the Exchange for the following transactions:
Convertible Debenture US$92,125 principal amount (US$83,750 is convertible into shares)
Issue Date April 21, 2021
Conversion Price: US$0.048
Maturity date: April 21, 2022
Interest rate: 12% per annum until maturity
Number of Placees: 1 placee
Convertible Debenture US$141,625 principal amount (US$128,750 is convertible into shares)
Issue Date May 20, 2021
Conversion Price: US$0.042
Maturity date: May 20, 2022
Interest rate: 12% per annum until maturity
Number of Placees: 1 placee
Convertible Debenture US$114,125 principal amount (US$103,750 is convertible into shares)
Issue Date July 2, 2021
Conversion Price: US$0.146
Maturity date: July 2, 2022
Interest rate: 12% per annum until maturity
Number of Placees: 1 placee
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PROBE METALS INC. ("PRB")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: June 15, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on May 30, 2022 and June 08, 2022:
Number of Shares: 5,999,999 common shares
Purchase Price: CDN$1.75 per common share
Warrants: 2,999,999 share purchase warrants to purchase 2,999,999 shares
Warrant Exercise Price: CDN$2.40 for a two (2) year period
Number of Placees: 10 Placees
Insider / Pro Group Participation: None
Finder's Fee: None
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.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a new release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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TRILLIUM GOLD MINES INC. ("TGM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange ("Exchange") has accepted for filing documentation of the Wenasaga Property Option Agreement dated May 18, 2022 and the Amended and Restated Wenasaga Property Option Agreement dated June 14, 2022 (collectively, the "Agreements"), between the Company and Bounty Gold Corp. ("Bounty Gold"). Pursuant to the terms of the Agreements, the Company will receive the right and option to acquire 100% interest in and to the unpatented mining claims or other mineral tenures comprising the Wenasaga Properties, subject to the net smelter returns royalty ("NSR", defined herein). In order to keep the option Agreements in good standing, the Company is required to pay Bounty Gold an aggregate payment of $25,000 in cash and issue 64,500 common shares of the Company ("Shares") in aggregate at a deemed price of $0.23 per Share as scheduled:
Due Date Payment (Cash) Payment (Shares)
Upon Exchange approval $ 8,500 21,500
First Anniversary $ 8,500 21,500
Second Anniversary $ 8,500 21,500
Bounty Gold will retain a 2% NSR over the Wenasaga Property. The Company shall have the right to purchase one-half of the NSR (being 1%) from Bounty Gold for $1,000,000 in cash or Shares, subject to Exchange approval at such time of purchase. The Company shall have the right of first refusal to purchase the NSR from Bounty Gold should Bounty Gold wish to sell, assign, transfer, convey or otherwise dispose of the NSR.
Insider / Pro Group Participation: None
Finders' Fees: None
This acquisition is considered an Arm's Length transaction.
For further information, please refer to the Company's news release dated June 2, 2022.
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UNIGOLD INC. ("UGD")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: June 15, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: 16,629,167
Original Expiry Date of Warrants: June 23, 2022
New Expiry Date of Warrants: December 23, 2022
Exercise Price of Warrants: 0.30
These warrants were issued pursuant to a private placement of 33,333,334 shares with 16,666,667 share purchase warrants attached, which was accepted for filing by the Exchange effective July 3, 2020.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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