TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, May 3, 2021 TSX VENTURE COMPANIES
KFG RESOURCES LTD. ("KFG")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Plan of Arrangement:
The Exchange has approved plan of arrangement (the "Plan of Arrangement"), between KFG Resources Ltd. ("KFG") and Cadillac Ventures Inc. ("Cadillac") whereby Cadillac is offering one common share of Cadillac (a "Cadillac Share") for each KFG Share.
The Plan of Arrangement was approved by KFG shareholders at a special meeting held on April 15, 2021, pursuant to a resolution passed by KFG shareholders. KFG received a final order from the Supreme Court of British Columbia, dated April 19, 2021, in connection with the Plan of Arrangement.
Pursuant to the Plan of Arrangement, KFG will become a wholly-owned Subsidiary of Cadillac and there will be approximately 150,960,910 Cadillac Shares issued and outstanding, of which approximately 33.48% will be held by former KFG Shareholders.
The Plan of Arrangement is fully described in KFG Information Circular dated March 12, 2021 and KFG news release dated May 3, 2021.
Delist:
In conjunction with the closing of the Plan of Arrangement, the Shares of KFG will be delisted from the Exchange. Accordingly, effective at the close of business Tuesday, May 4, 2021 the Shares of KFG will be delisted.
________________________________________
MARWEST APARTMENT REAL ESTATE INVESTMENT TRUST ("MAR.UN")
[formerly MARWEST APARTMENT REAL ESTATE INVESTMENT TRUST ("MAR.P")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement - Brokered
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
The trust units of the Company have been halted from trading since February 16, 2021, pending completion of a Qualifying Transaction.
Resume Trading
Effective at the opening, Wednesday, May 5, 2021, the trust units of Marwest Apartment Real Estate Investment Trust will commence trading on TSX Venture Exchange under the symbol "MAR.UN".
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated April 1, 2021. As a result, at the opening on Wednesday, May 5, 2021, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Qualifying Transaction consists of the non-arm's length acquisition of two limited partnerships, Marwest Apartments I L.P. (Kenwood LP) and Marwest Apartments VII L.P. (Brio LP) for consideration of 1,759,673 Class A units ("Trust Units") and 9,812,063 Class B limited partnership units ("Exchangeable Units") at a deemed price of $1.00 per unit. The Trust Units will be listed on the TSX Venture Exchange and the Exchangeable Units are convertible into Trust Units of the Company on a 1:1 basis. The Exchangeable Units will not be listed.
2,306,523 Exchangeable Units issued to Principals pursuant to the Qualifying Transaction will be subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period. 366,123 Exchangeable Units and 28,163 Trust Units issued to non-Principals pursuant to the Qualifying Transaction will be subject to a Tier 2 Value Security Escrow to be released over a 36-month period, in accordance with Seed Share Resale Restrictions. 800,000 Trust Units are subject to a CPC Escrow Agreement to be released over a 36-month period.
Private Placement – Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement by the Company announced February 16, 2021:
Number of Trust Units: |
1,000,000 Trust Units |
Purchase Price: |
$1.00 per Trust Unit |
Number of Placees: |
15 placees |
Insider / Pro Group Participation: |
None |
Aggregate Pro Group Involvement: |
None |
Agent's Fee: |
$70,000 payable to Canaccord Genuity Corp. |
For further information, please refer to the Company's Information Circular dated April 1, 2021, which is filed on SEDAR.
The Company is classified as a 'Real Estate' company.
Capitalization: |
Unlimited |
Trust Units with no par value of which |
4,559,673 |
Trust Units are issued and outstanding |
|
Escrow: |
828,163 |
Trust Units |
Transfer Agent: |
AST Trust Company (Canada) |
Trust Unit Trading Symbol: |
MAR.UN (same symbol as CPC but with .P removed) |
Trust Unit CUSIP #: |
57386R 10 4 |
Company Contact: |
William Martens, Chief Executive Officer |
Company Address: |
500-220 Portage Avenue, Winnipeg, Manitoba, R3C 0A5 |
Company Phone Number: |
204-947-1200 |
Company Email Address: |
________________________________
MILLENNIAL PRECIOUS METALS CORP. ("MPM")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: May 3, 2021
TSX Venture Tier 1 Company
Effective at the opening Wednesday, May 5, 2021, the shares of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Mining' company.
Corporate Jurisdiction: |
British Columbia |
Capitalization: |
Unlimited common shares with no par value of which |
135,385,107 common shares are issued and outstanding |
|
Escrowed Shares: |
42,525,342 common shares |
Transfer Agent: |
TSX Trust Company |
Trading Symbol: |
MPM |
CUSIP Number: |
60041N 10 4 |
For further information, please refer to the Company's Listing Application dated April 19, 2021, which is filed on SEDAR.
Company Contact: Jason Kosec, Chief Executive Officer
Company Address: 400 – 350 Bay Street, Toronto, Ontario M5H 2S6
Company Phone Number: 250-552-7424
Company Email Address: [email protected]
________________________________________
MOMENTOUS CAPITAL CORP. ("MCC.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated April 29, 2021, effective at the open of market May 5, 2021 shares of the Company will resume trading.
________________________________________
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: May 3, 2021
TSX Venture Company
A Cease Trade Order has been issued by the Ontario Securities Commission on May 03, 2021 against the following company for failing to file the documents indicated within the required time period:
Symbol |
Tier |
Company |
Failure to File |
Period Ending (Y/M/D) |
UGE |
2 |
UGE International Ltd. |
Audited annual financial statements for the |
2020/12/31 |
Management's discussion and analysis |
2020/12/31 |
|||
Certification of the foregoing filings as |
Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.
________________________________________
NEX COMPANIES:
ANTLER HILL MINING LTD. ("AHM.H")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 3, 2021
NEX Company
Pursuant to a special resolution passed by shareholders on March 31, 2021, the Company has consolidated its capital on a (3) three old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening on May 5, 2021, the common shares of Antler Hill Mining Ltd. will be listed on TSX Venture Exchange on a consolidated basis and remain halted. The Company is classified as a 'Capital Pool Company'.
Post - Consolidation |
|
Capitalization: |
Unlimited shares with no par value of which |
Escrow |
1,053,572 shares are subject to escrow |
Transfer Agent: |
Computershare Investor Services Inc. |
Trading Symbol: |
AHM.H |
(UNCHANGED) |
CUSIP Number: |
03719L 30 7 |
(new) |
________________________________________
CHINA KELI ELECTRIC COMPANY LTD. ("ZKL.H")
BULLETIN TYPE: Consolidation
BULLETIN DATE: May 3, 2021
NEX Company
Pursuant to a special resolution passed by shareholders on December 30, 2020, the Company has consolidated its capital on a (20) twenty old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening May 5, 2021, the common shares of China Keli Electric Company Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Manufacturing' company.
Post - Consolidation |
|
Capitalization: |
unlimited shares with no par value of which |
4,520,762 shares are issued and outstanding |
|
Escrow |
Nil shares are subject to escrow |
Transfer Agent: |
Computershare Investor Services Inc. |
Trading Symbol: |
ZKL.H |
(UNCHANGED) |
CUSIP Number: |
168930204 |
(new) |
________________________________________
21/05/03 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
ASTON BAY HOLDINGS LTD. ("BAY")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an option agreement dated March 9, 2021 between the Company, American West Metals Limited (John Prineas, David John O'Neill and Sarah Jane Shipway) ("AWML") and AWML's wholly-owned subsidiary Tornado Metals Ltd., ("American West"), whereby the Company granted American West an option to acquire an 80% interest in the 117 contiguous mining claims and 6 prospecting permits on Somerset Island, Nunavut, Canada known as the Storm Copper Project and the high-grade Seal Zinc Deposit (collectively the "Property").
Pursuant to the Agreement, American West may acquire the 80% interest in the Property by paying the Company $500,000 on closing and incurring qualifying exploration expenditures of (i) $2.0 million within two field seasons of closing and (ii) an additional $8.0 million within the subsequent seven field seasons.
For further details, please refer to the Company's news releases dated March 9, 2021 and May 3, 2021 and its information circular dated March 19, 2021.
________________________________________
CADILLAC VENTURES INC. ("CDC")
BULLETIN TYPE: Plan of Arrangement
BULLETIN DATE: May 3, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an Arrangement Agreement (the "Agreement") February 9, 2021, between the Company and KFG Resources Ltd. (the "Target"), whereby the Company acquired all issued and outstanding shares of the Target.
Under the terms of the Agreement, the Company has agreed to acquire the Target by issuing 50,539,644 common shares, which represents an exchange ratio of one Company's common share in respect of one Target's common share that is issued and outstanding immediately prior to the completion of the acquisition.
The Plan of Arrangement was approved by KFG shareholders at a special meeting held on April 15, 2021, pursuant to a resolution passed by KFG shareholders. KFG received a final order from the Supreme Court of British Columbia, dated April 19, 2021, in connection with the Plan of Arrangement.
For more information, please refer to the Company's news releases dated February 9, 2021, March 1, 2021 and May 3, 2021.
________________________________________
FACEDRIVE INC. ("FD")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation a membership interest purchase agreement ("Agreement") dated April 8, 2021, between the Company and Exelorate Enterprises, LLC (the "Vendor"). Pursuant to the terms of the Agreement, the Company will acquire all of the Vendor's 100% ownership interest in EcoCRED, LLC in return for an aggregate consideration of USD$1,000,000 satisfied through the issuance of 38,936 common shares of the Company, subject to an 18-month lock up period, issued at a volume weighted average price of $32.36 (USD$25.68) per common share.
Insider / Pro Group Participation: None
For further information, please reference the Company's news release dated April 14, 2021.
________________________________________
FPX NICKEL CORP. ("FPX")
BULLETIN TYPE: Prospectus-Share Offering, Correction
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated April 30, 2021, the bulletin should have read as follows:
Underwriters' Commission: |
*An aggregate of $966,022.20 cash and 1,486,188 compensation options. Each compensation option is exercisable to purchase one share at an exercise price of $0.65 per share up to April 7, 2023. |
All other details remain unchanged.
________________________________________
GEN III OIL CORPORATION ("GIII")
BULLETIN TYPE: Halt
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 5:36 a.m. PST, May 03, 2021, 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.
________________________________________
GEN III OIL CORPORATION ("GIII")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 10:00 a.m. PST, May 03, 2021, shares of the Company resumed trading, an announcement having been made.
________________________________________
GEYSER BRANDS INC. ("GYSR")
BULLETIN TYPE: Private Placement-Non-Brokered, Remain Halted
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 17, 2021:
Number of Shares: |
11,700,000 shares |
Purchase Price: |
$0.05 per share |
Number of Placees: |
2 Placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated April 29, 2021 announcing the closing of the private placement and setting out the expiry date of the hold period.
________________________________________
GR SILVER MINING LTD. ("GRSL")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 7, 2021:
Number of Shares: |
19,550,000 shares |
Purchase Price: |
$0.59 per share |
Warrants: |
9,775,000 share purchase warrants to purchase |
Warrant Exercise Price: |
$0.74 for a two-year period, subject to acceleration |
Number of Placees: |
40 Placees |
Agent's Fee: |
Beacon Securities Limited – $391,777.01 cash, 255,000 Compensation Units |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated April 27, 2021 announcing the closing of the private placement and setting out the expiry date 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.
________________________________________
HIVE BLOCKCHAIN TECHNOLOGIES LTD. ("HIVE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Share Exchange Agreement dated April 20, 2021 between HIVE Blockchain Technologies Ltd. (the "Company") and DeFi Technologies Inc. ("DeFi") whereby the Company acquires 10,000,000 common shares in the capital of DeFi. Consideration is 4,000,000 common shares.
Please refer to the Company's news releases dated March 25, 2021 and April 21, 2021.
________________________________________
INTEMA SOLUTIONS INC. ("ITM")
BULLETIN TYPE: Halt
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 5:35 a.m. PST, May 03, 2021, 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.
________________________________________
MINERAL HILL INDUSTRIES LTD. ("MHI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 11:45 a.m. PST, May 03, 2021, shares of the Company resumed trading, an announcement having been made.
________________________________________
MOMENTOUS CAPITAL CORP. ("MCC.P")
BULLETIN TYPE: Halt
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, May 03, 2021, trading in the shares of the Company was halted pending closing; 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.
________________________________________
NEPTUNE DIGITAL ASSETS CORP. ("NDA")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: May 3, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on April 14, 2021:
Number of Shares: |
29,630,002 shares |
Purchase Price: |
$1.35 per share |
Warrants |
14,815,001 share purchase warrants to purchase 14,815,001 shares |
Warrant Exercise Price |
$1.75 for a three-year period |
Number of Placees: |
21 Placees |
Finder's Fee: |
Received an aggregate of $2.8 million in cash and 2,222,250 compensation |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release dated April 16, 2021 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.
________________________________________
NEXERA ENERGY INC. ("NGY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation a stock purchase agreement (the "Agreement") between the Company and Hillcrest Investments Ltd. (the "Vendor") dated March 10, 2021. Pursuant to the terms of the Agreement, the Company will acquire 25% interest in Production Resources Inc.("PRl"), a private south Texas company that the Company currently owns a 75% interest in. After closing this transaction, the Company will own 100% of PRl. As part of the consideration, the Company will issue 3,789,300 common shares at $0.10 per common share.
For further details, please see the Company's news release March 11, 2021.
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SILVER VIPER MINERALS CORP. ("VIPR")
BULLETIN TYPE: Halt
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 4:45 a.m. PST, May 03, 2021, 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.
________________________________________
SILVER VIPER MINERALS CORP. ("VIPR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
Effective at 7:15 a.m. PST, May 03, 2021, shares of the Company resumed trading, an announcement having been made.
________________________________________
TNR GOLD CORP. ("TNR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 20, 2021 and February 4, 2021:
Number of Shares: |
11,420,000 shares |
Purchase Price: |
$0.05 per share |
Warrants: |
5,710,000 share purchase warrants to purchase 5,710,000 shares |
Warrant Exercise Price: |
$0.075 for a two year period |
Number of Placees: |
26 placees |
Insider / Pro Group Participation: |
|
Name |
Insider=Y / |
# of Shares |
Kirill Klip |
Y |
300,000 |
Konstantin Klip |
Y |
60,000 |
Finder's Fee: |
EDE Asset Management Inc. receives 503,000 shares and 251,500 non- |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on February 22, 2021. 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.]
________________________________________
TRU PRECIOUS METALS CORP. ("TRU")
BULLETIN TYPE: Change of Business - Filing Statement, Remain Halted
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Filing Statement dated April 29, 2021, for the purpose filing on SEDAR.
Further to TSX Venture Exchange bulletin dated January 7, 2021, trading in the shares of the Company has remained halted.
TUDOR GOLD CORP. ("TUD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 27, 2021:
Number of Shares: |
2,000,000 non-flow through shares |
Purchase Price: |
$3.00 per non-flow through share |
Number of Placees: |
1 placee |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on April 27, 2021.
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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