VANCOUVER, April 5, 2019 /CNW/ -
TSX VENTURE COMPANIES
HOPE WELL CAPITAL CORP. ("HOPE.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
Further to the Company's press release dated March 28, 2019, effective at the opening on Tuesday, April 9, 2019, shares of the Company will resume trading. The Company's proposed Qualifying Transaction as initially announced on November 20, 2017 has been terminated.
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LIBERTY DEFENSE HOLDINGS, LTD. ("SCAN")
[formerly, Gulfstream Acquisition 1 Corp. ("GFL.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Private Placement-Non-Brokered, Graduation from NEX to TSX Venture, Name Change and Consolidation, Resume Trading
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing Gulfstream Acquisition 1 Corp. ("Gulfstream" or the "Company", Liberty Defense Holdings, Ltd. after the name change) Qualifying Transaction described in its filing statement dated March 29, 2019 (the 'Filing Statement'). As a result, effective at the opening on Tuesday, April 9, 2019, the trading symbol for the Company will change from GFL.H to SCAN and the Company will no longer be considered a Capital Pool Company and will be listed as a Tier 2 technology issuer on the TSX Venture Exchange.
1. Qualifying Transaction-Completed
Pursuant to business combination agreement dated January 24, 2019 (the "Business Combination Agreement") Gulfstream issued 61,938,155 post-consolidated common shares to Liberty Defense Holdings, Inc.'s ("Liberty") shareholders on a 1:1 basis including the private placement shares described below.
Liberty's wholly-owned subsidiary, Liberty Defense Technologies, Inc. is a Commonwealth of Massachusetts company that provides security solutions for concealed weapons detection in high volume foot traffic areas.
For additional information refer to the Filing Statement available under the Company's profile on SEDAR and the Company's news release dated April 4, 2019.
2. Private Placement-Brokered and Private Placement-Non-Brokered:
In connection with the Qualifying Transaction, Liberty completed a brokered private placement by issuing 7,226,750 subscription receipts and non-brokered private placement by issuing 1,599,880 subscription receipts, both at $0.80 per subscription receipt, for combined gross proceeds of $7,061,304. Each subscription receipt converts into one common share of Liberty and one common share purchase warrant of Liberty on the closing of the Qualifying Transaction. Each warrant will entitle the holder to purchase one common share at a price of $1.10 per share for 24 months after closing. Pursuant to the Qualifying Transaction, the common shares and warrants of Liberty were exchanged for post-consolidation common shares and warrants of Gulfstream (Liberty Defense Holdings, Ltd. after the name change).
The agent's fee on the brokered private placement consisted of 7% cash compensation and 7% broker warrants for non-president list subscribers and 2% cash compensation and 2% broker warrants for president's list subscribers. In addition, the agent's received $36,202 as an advisory fee and 45,250 advisory warrants in connection with the brokered private placement.
3. Graduation from TSX Venture, Name Change and Consolidation:
In conjunction with the above, the Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective, Tuesday, April 9, 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.
Pursuant to a resolution passed by shareholders on February 20, 2019, Gulfstream changed its name to "Liberty Defense Holdings, Ltd." and has consolidated its capital on a 2.5 for 1 basis.
Effective at the opening on April 9, 2019, the common shares of Liberty Defense Holdings, Ltd. will commence trading on TSX Venture Exchange Inc. The company is classified as a 'technology' company.
Post-Consolidation | ||
Capitalization: | Unlimited | shares with no par value of which |
66,549,721 | shares are issued and outstanding | |
Escrow: | 2,100,000 | shares are subject to a Tier 2 Surplus Security Escrow |
Transfer Agent: | Computershare Investor Services Inc. | |
Trading Symbol: | SCAN (NEW) | |
CUSIP Number: | 53044R107 (NEW) | |
4. Resume Trading:
Effective at the opening on Tuesday, April 9, 2019, trading in the shares of Gulfstream Acquisition 1 Corp. (Liberty Defense Holdings, Ltd. following the name change) will resume under the new trading symbol "SCAN".
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MESA EXPLORATION CORP. ("MSA")
BULLETIN TYPE: Remain Halted - Disposition
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated September 27, 2018, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation pursuant to TSXV Policy 5.3 regarding a Disposition of more than 50% of the Company's assets, business or undertaking.
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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PATRIOT ONE TECHNOLOGIES INC. ("PAT") ("PAT.WT") ("PAT.WT.A") ("PAT.WT.B") ("PAT.WT.C")
BULLETIN TYPE: Graduation
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised that the Company's shares and warrants will be listed and commence trading on Toronto Stock Exchange at the open of market on Tuesday April 9, 2019, under the symbols "PAT", "PAT.WT", "PAT.WT.A", "PAT.WT.B", "PAT.WT.C".
As a result of this Graduation, there will be no further trading under the symbols "PAT", "PAT.WT", "PAT.WT.A", "PAT.WT.B", "PAT.WT.C" on TSX Venture Exchange after close of market Monday, April 8, 2019, and its shares and warrants will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
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KIDOZ INC. ("KIDZ")
[formerly Shoal Games Ltd. ("SGW")]
BULLETIN TYPE: Name Change
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
Pursuant to a special resolution dated March 22, 2019, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening Tuesday, April 9, 2019, the common shares of Kidoz Inc. will commence trading on TSX Venture Exchange, and the common shares of Shoal Games Ltd. will be delisted. The Company is classified as a 'Technology' company.
Capitalization: | unlimited | shares with no par value of which |
131,124,989 | shares are issued and outstanding | |
Escrow: | nil | escrow shares |
Transfer Agent: | Computershare Investor Services Inc. | |
Trading Symbol: | KIDZ (new) | |
CUSIP Number: | G5259K 10 5 (new) | |
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WESTBRIDGE ENERGY CORPORATION ("WEB.H")
[(formerly Westbridge Energy Corporation ("WEB")]
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE: April 5, 2019
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, April 9, 2019, 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 Vancouver to NEX.
As of April 5, 2019, 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 WEB to WEB.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
JEOTEX INC. ("JTX.H")
[formerly DataWind Inc. ("DW.H")]
BULLETIN TYPE: Name Change and Consolidation
BULLETIN DATE: April 5, 2019
NEX Company
Pursuant to a special resolution passed by shareholders on March 28, 2019, the Company has consolidated its capital on a 20 old shares for 1 new share basis. The name of the Company has also been changed from DataWind Inc. to Jeotex Inc.
Effective at the opening of business on Tuesday, April 9, 2019, the common shares of Jeotex Inc. will commence trading on TSX Venture Exchange on a consolidated basis, and the common shares of DataWind Inc. will be delisted. The Company is classified as "Internet Service Provider and Data Services" (NAICS Number: 51811).
Post-Consolidation | |
Capitalization: | Unlimited number of common shares with no par value of which 1,215,985 common shares will be issued and outstanding. |
Escrow: | Nil common shares |
Transfer Agent: | Computershare Investor Services Inc. |
Trading Symbol: | JTX.H (NEW) |
CUSIP Number: | 47632F103 (NEW) |
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19/04/05 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BELMONT RESOURCES INC. ("BEA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in connection with a Mineral Property Acquisition Agreement dated March 27, 2019 between David Heymann and Clive Brookes (the "Vendors") and the Company whereby the Company has acquired mineral claims that are part of the former Pathfinder property located in Greenwood mining division in British Columbia. Consideration (50% to each of the Vendors) is as follows:
Year 1: $25,000 on signing and 1,250,000 common shares and 1,250,000 share purchase warrants that are exercisable into common shares at $0.10 per share for a two year period upon Exchange approval.
Year 2: 250,000 common shares and 250,000 share purchase warrants that are exercisable into common shares at $0.10 per share within one year anniversary of Exchange approval.
The property is subject to a 1.5% NSR of which the Company may acquire one-half for $1,000,000 upon commencement of commercial production subject to further Exchange review and acceptance.
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BUILDERS CAPITAL MORTGAGE CORP. ("BCF")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 27 2019:
Number of Shares: | 30,000 common shares |
Purchase Price: | $10.00 per share |
Warrants | None |
Number of Placees: | 1 placee |
Finder's Fee: | None |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement on April 1, 2019 setting out the expiry dates of the hold period(s).
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CARDIOCOMM SOLUTIONS, INC. ("EKG")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 132,941 shares at a deemed price of $0.085 per share, in consideration of certain services provided to the company pursuant to an agreement dated December 10, 2018.
The Company shall issue a news release when the shares are issued.
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EAST ASIA MINERALS CORPORATION ("EAS")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 677,043 shares to a non-arm's length lender to settle outstanding debt for $33,852.15.
Number of Creditors: | 1 Creditor | |||
Insider / Pro Group Participation: | ||||
Insider=Y / | Amount | Deemed Price | ||
Creditor | Progroup=P | Owing | per Share | # of Shares |
Terry Filbert | Y | $33,852.15 | $0.05 | 677,043 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
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INVICTUS MD STRATEGIES CORP. ("GENE")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 48,913 shares at a deemed price of $0.92, in consideration of certain services provided to the company pursuant to an agreement dated January 1, 2019.
For more information please defer to the Company news release dated February 12, 2019.
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METALLA ROYALTY & STREAMING LTD. ("MTA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation in connection with an Asset Purchase Agreement dated March 29, 2019 between the Company and Alamos Gold Inc. (the "Vendor") whereby the Company will acquire a portfolio of royalties, 18 in total. Consideration is 8,239,698 common shares. Any royalties subject to options to acquire are subject to further Exchange review and acceptance in the event shares are to be issued.
CASH | SHARES | WORK EXPENDITURES | |
$ | 6,239,698 | Nil |
For more information defer to the Company press release dated April 1, 2019
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NAPIER VENTURES INC. ("NAP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Apr 01, 2019:
Number of Shares: | 210,679 shares |
Purchase Price: | $0.25 per share |
Warrants: | 210,679 share purchase warrants to purchase 210,679 shares |
Warrant Initial Exercise Price: | $0.30 |
Warrant Term to Expiry: | 2 Years |
Number of Placees: | 7 Placees |
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.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
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PALAMINA CORP. ("PA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 8, 2019:
Number of Shares: | 5,625,665 shares | |
Purchase Price: | $0.30 per share | |
Warrants: | 5,625,665 share purchase warrants to purchase 5,625,665 shares | |
Warrant Exercise Price: | $0.50 for a two year period | |
Number of Placees: | 38 placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Kelvin Holding Inc. (H. Agro) | Y | 40,000 |
Darin Wagner | Y | 23,333 |
Andrew Thomson | Y | 70,000 |
Alistair Waddell | Y | 20,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued 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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POOL SAFE INC. ("POOL")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue up to 3,500,000 share purchase warrants of the Company (the "Warrants") in connection with secured revolving credit facilities (the "Facilities") of up to $1,000,000 from Intrexa Ltd. The Facilities are due March 31, 2022, bear interest rate of 10% per annum and are secured by first-ranking security over the PoolSafe units that the company manufactures using the proceeds of the facilities and the accounts receivable derived from such PoolSafe units. The Warrants will be exercisable into one common share of the company at an exercise price equal to the market price of the company's common shares plus one cent, will have a term that expires on maturity of the Facilities and will be non-transferable.
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PUMA EXPLORATION INC. ("PUMA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Amendment
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing the documentation relating to an Amending agreement dated March 29, 2019 (the "Amendment") related to the acquisition agreement dated October 25, 2016, as amended April 21, 2017 and April 30, 2017 in connection with the acquisition of 32.1% interest in the Murray Brook deposit located in the Bathurst mining camp of Northern New-Brunswick (the "Property"), from El Nino Ventures Ltd. ("El Nino") (TSX Venture: "ELN").
Under the Amendment the last outstanding cash payment of $1,000,000 would be deferred till June 30, 2019 in consideration of the issuance of 1,000,000 common shares of the Company.
For further information, please refer to the Company's press release dated April 1, 2019.
EXPLORATION PUMA INC. (« PUMA »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actifs ou d'actions, amendement
DATE DU BULLETIN : 5 avril 2019
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX (la « Bourse ») a accepté le dépôt de documents en vertu d'une convention d'amendement datée du 29 mars 2019 (l' « Amendement ») en lien avec la convention d'acquisition datée du 25 octobre 2016, tel qu'amendée le 21 avril 2017 et le 30 avril 2017 visant l'acquisition d'un intérêt de 32,1 % dans le dépôt Murray Brook situé dans le camp minier Bathurst dans le nord de Nouveau-Brunswick (la « propriété »). L'intérêt est acquis de la société El Nino Ventures Ltd. (« El Nino ») (TSX Croissance : « ELN »).
En vertu de l'amendement, le dernier paiement en espèces de 1 000 000 $ serait différé jusqu'au 30 juin 2019 en contrepartie de l'émission de 1 000 000 d'actions ordinaires de la Société.
Pour plus d'information, veuillez consulter le communiqué de presse émis par la société le 1 avril 2019.
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PURE GOLD MINING INC. ("PGM")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced March 14, 2019:
Number of Shares: | 7,723,975 flow through shares | |
Purchase Price: | $0.67 per flow through share | |
Number of Placees: | 27 placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Aggregate Pro Group Involvement | P | 282,800 |
[6 placees] | ||
Agent's Fee: | Sprott Capital Partners, Macquarie Capital Markets Canada Ltd., and Velocity | |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on March 29, 2019.
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RING THE BELL CAPITAL CORP. ("RTB.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated April 2, 2019, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to Listings Policy 2.4.
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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SONORO METALS CORP. ("SMO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Apr 03, 2019:
Number of Shares: | 3,615,104 shares | |||||||||
Purchase Price: | $0.18 per share | |||||||||
Warrants: | 1,807,552 share purchase warrants to purchase 1,807,552 shares | |||||||||
Warrant Initial Exercise Price: | $0.27 | |||||||||
Warrant Term to Expiry: | 1 Year | |||||||||
Number of Placees: | 31 Placees | |||||||||
Insider / Pro Group Participation: | ||||||||||
Name | Insider=Y / Pro-Group=P |
# of Shares | ||||||||
Kenneth MacLeod | Y | 160,000 | ||||||||
Melvin Herdrick | Y | 105,000 | ||||||||
0713708 B.C. Ltd. (Stephen Kenwood) | Y | 100,000 | ||||||||
Tuareg Consulting Inc. (Scott Kelly) | Y | 100,000 | ||||||||
Neil Maedel | Y | 285,000 | ||||||||
Finder's Fee: | ||||||||||
Haywood Securities Inc., | 60,690 shares; 30,345 warrants | |||||||||
Canaccord Genuity Corp., | 7,000 shares; 3,500 warrants | |||||||||
Finder Warrant Initial Exercise Price: | $0.27 | |||||||||
Finder Warrant Term to Expiry: | 7.0% of proceeds from Units introduced by finders. | |||||||||
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.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
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THE WONDERFILM MEDIA CORPORATION ("WNDR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 28, 2019:
Number of Shares: | 2,391,713 common share units ("Units") | |
Each Unit consists of one common share and one-half of one common share | ||
Purchase Price: | $0.35 per Unit | |
Warrants | 1,195,856 share purchase warrants | |
Warrant Exercise Price: | $0.50 exercisable for a period of 24 months from the closing date | |
Number of Placees: | 28 placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Aggregate Pro Group Involvement | P | 170,000 |
[3 placee(s)] | ||
Finder's Fee: | Canaccord Genuity Corp. - $26,460 cash and 75,600 Finder's Warrants | |
Each Finder's Warrant is exercisable into one common share at a price of | ||
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement on April 2, 2019 setting out the expiry dates of the hold period(s).
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VERTICAL EXPLORATION INC. ("VERT")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 193,714 common shares at a deemed price of $0.07, in consideration of certain services provided to the company pursuant to an Online Marketing Agreement dated January 25, 2019.
The Company shall issue a news release when the shares are issued.
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WALKER RIVER RESOURCES CORP. ("WRR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 1, 2019:
Number of Shares: | 4,545,455 shares |
Purchase Price: | $0.11 per share |
Warrants: | 4,545,455 share purchase warrants to purchase 4,545,455 shares |
Warrant Exercise Price: | $0.15 for a two year period |
Number of Placees: | 18 Placees |
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WEST KIRKLAND MINING INC. ("WKM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2019
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated February 24, 2017, TSX Venture Exchange has accepted for filing the Company's proposal to issue 204,582 common shares, in lieu of US$10,000, to Liberty Moly LLC relating to the second anniversary payment for certain water rights.
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SOURCE TSX Venture Exchange
View original content: http://www.newswire.ca/en/releases/archive/April2019/05/c2124.html
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