VANCOUVER, BC, April 21, 2022 /CNW/ -
MACRO ENTERPRISES INC. ("MCR")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: April 21, 2022
TSX Venture Tier 1 Company
Pursuant to an arrangement (as amended, the "Arrangement"), 1325996 B.C. Ltd. ("AcquireCo"), an entity to be controlled by Frank Miles ("Miles"), and jointly owned by Miles and Jeff Redmond ("Redmond", and together with Miles, the "Participating Shareholders") acquired all of the issued and outstanding shares in the capital of Macro Enterprises Inc. (the "Company").
In connection with the Arrangement, holders of common shares in the capital of the Company (the "Macro Common Shares"), other than the Participating Shareholders, but including Miles with respect to certain Macro Common Shares held by Miles, will receive C$4.00 per share (less applicable withholdings) for each Macro Common Share held.
The Arrangement was completed pursuant to an arrangement agreement dated February 14, 2022, as amended on April 1, 2022, under Division 5 of Part 9 of the Business Corporations Act (British Columbia).
The TSX Venture Exchange (the "Exchange") has been advised that the requisite security holders approval in connection with the Arrangement was obtained from the security holders of the Company at the meeting held on April 4, 2022. The Supreme Court of British Columbia granted the final order approving the Arrangement on April 6, 2022.
For further information, refer to the Company's news releases dated February 14, 2022, March 4, 2022, March 20, 2022, March 21, 2022, March 28, 2022, April 1, 2022, April 4, 2022 and April 6, 2022, as well as the Company's Information Circular dated February 28, 2022, all of which are available under the Company's SEDAR profile.
In conjunction with the completion of the Arrangement, the Company has requested that the Macro Common Shares be delisted. Accordingly, effective at the close of business on Friday, April 22, 2022, the Macro Common Shares, under the symbol MCR, will be delisted from the Exchange.
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MINERAL HILL INDUSTRIES LTD. ("MHI")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Effective at the opening, Monday, April 25, 2022, the securities of Mineral Hill Industries Ltd. (the "Company") will resume trading, a news release having been issued on February 28, 2022 announcing that the Company will not be proceeding with its proposed transaction, which was previously announced on November 17, 2021. The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.
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PAYCORE MINERALS INC. ("CORE")
[Formerly Aardvark Capital Corp. ("ACCA.P")]
BULLETIN TYPE: Qualifying Transaction-Completed / New Symbol, Resume Trading, Private Placement-Brokered, Private Placement – Non-Brokered, Name Change and Consolidation
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing the Qualifying Transaction (the "QT") of Aardvark Capital Corp. (the "Company") as described in its filing statement dated April 7, 2022 (the "Filing Statement"). As a result, at the opening on Monday, April 25, 2022, the Company will no longer be considered a Capital Pool Company.
The QT consists of the Company's acquisition, by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among the Company, 2766604 Ontario Ltd. ("GoldCo"), and 1000031859 Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purpose of completing the amalgamation, of all of the issued and outstanding common shares of GoldCo ("GoldCo Shares"). Under the QT, each holder of GoldCo Shares received one post-consolidation common share in the capital of the Company (each, a "Common Share") in exchange for each GoldCo Share held (the "Exchange Ratio").
In connection with the QT, the Company issued: (i) an aggregate of 9,374,500 post-consolidation Common Shares to the former shareholders of GoldCo at a deemed value (for the purposes of the policies of the Exchange) of $2.10 per share, (ii) 7,457,514 post-consolidation Common Shares to the subscribers in the concurrent private placement (see the section "Private Placement – Brokered" and "Private Placement – Non-Brokered" below for more information) in exchange for the GoldCo Shares issued to such subscribers upon conversion of the GoldCo Subscription Receipts (as defined below), (iii) 370,885 post-consolidation compensation options of the Company (on a post-consolidation basis) in exchange for the compensation options issued pursuant to the concurrent private placement, and (iv) 600,000 post-consolidation stock options of the Company (the "Options") in exchange for stock options of GoldCo, on a post-consolidation basis. The securities of the Company were consolidated on April 14, 2022, on the basis of a consolidation ratio of five (5) pre-consolidation common shares for one (1) post-consolidation common share.
Furthermore, concurrently with the closing of the QT, Golden Hill Mining LLC ("Golden Hill"), an indirect wholly-owned subsidiary of GoldCo, exercised its option to acquire a 100% ownership interest in the FAD Property (as defined in the Filing Statement) from Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC, and FAD Mining Company, LLC (collectively, "Waterton"), pursuant to the terms of a master transaction agreement dated March 31, 2021, as amended (the "Agreement") between Waterton, Golden Hill, GoldCo, and the Company. In connection therewith, the Company issued an aggregate of 9,795,710 Common Shares and 100 transferable contingent value rights (the "CVRs"). The CVRs entitle the holder thereof to receive certain milestone payments in the aggregate amount of up to US$29,500,000. The Company, as the issuer resulting from the QT (the "Resulting Issuer") may, at its option, in its sole discretion, satisfy up to US$14,750,000 of such milestone payments in Common Shares, subject to a minimum share price of $0.55 per Common Share, and subject further, to the conditions described in the Filing Statement. Assuming an exchange rate of CDN $1.00 = USD $0.79, and assuming that the Resulting Issuer elects to satisfy the full US$14,750,000 in Common Shares, the holder of the CVRs would be issued an aggregate of 33,947,065 Common Shares. In addition, and as described in the Filing Statement, the Company is expected to issue the following additional securities: (i) up to a maximum 12,542,339 True-Up Shares (as defined in the Filing Statement), and (ii) a minimum of 4,897,855 and a maximum of 11,169,025 share purchase warrants (the "Warrants"). The True-Up Shares (if any) and Warrants will be issued on or about May 2, 2022 to Waterton in accordance with the terms of the Agreement.
Upon closing, an aggregate of 11,423,210 Common Shares, 100 CVRs and 450,000 Options issued pursuant to the QT were deposited in escrow pursuant to an Exchange Tier 2 Surplus Security Escrow Agreement. In addition, a minimum of 4,897,855 Warrants and a maximum of 11,169,025 Warrants, and such number of True-Up Shares (if any) to be issued in connection with the transaction on or about May 2, 2022, will be deposited in escrow pursuant to the Exchange Tier 2 Surplus Escrow Agreement.
The Resulting Issuer is classified as being engaged in the business of "Gold and silver ore mining" (NAICS Number: 212220).For further information, please refer to the Filing Statement, which is available under the Company's issuer profile on SEDAR at www.sedar.com. Please also refer to the press releases of the Company dated July 16, 2021, October 12, 2021, November 8, 2021, December 24, 2021, December 29, 2021, April 7, 2022 and April 21, 2022.
Further to TSX Venture Exchange's Bulletin dated July 16, 2021, trading in the securities of the Resulting Issuer will resume at the opening on Monday, April 25, 2022.
On December 29, 2021, GoldCo completed a brokered and non-brokered private placement of subscription receipts of GoldCo (the "GoldCo Subscription Receipts"), comprised of the issuance of an aggregate of 7,457,514 GoldCo Subscription Receipts at a price of $2.10 per GoldCo Subscription Receipt for aggregate gross proceeds of $15,660,779.40. Upon satisfaction of the escrow release conditions, each GoldCo subscription receipt was automatically converted into one GoldCo Share, which was subsequently exchanged in accordance with the Exchange Ratio pursuant to the QT.
The following description provides a summary of the brokered portion of the private placement following the above-described conversion and exchange of the GoldCo Subscription Receipts for Common Shares:
Number of shares: | 5,725,085 Common Shares |
Purchase price: | $2.10 per Common Share |
Number of placees: | 132 placees |
Insider / Pro Group Participation: | N/A |
Agents' fee: | Haywood Securities Inc. and Canaccord Genuity Corp. were paid a cash commission of $621,360.73 and issued 370,885 non-transferable compensation options entitling the holder to purchase 370,885 Common Shares at an exercise price of $2.10 per share at any time during a period of 24 months from the closing date of the QT. GoldCo also paid to the agents an advisory fee in the amount of $158,200 as consideration for certain advisory services rendered by the agents in connection with the Qualifying Transaction |
The following description provides a summary of the non-brokered portion of the private placement following the above-described conversion and exchange of the GoldCo Subscription Receipts for Common Shares:
Number of shares: | 1,732,429 Common Shares |
Purchase price: | $2.10 per Common Share |
Number of placees: | 15 placees |
Insider / Pro Group Participation: | N/A |
Finder's fee: | N/A |
Pursuant to a special resolution passed by shareholders of the Company on October 14, 2021, the Company consolidated its share capital on April 14, 2022, on the basis of a consolidation ratio of five (5) pre-consolidation common shares for one (1) post-consolidation common share. On the same date, the name of the Company was also changed from Aardvark Capital Corp. to "Paycore Minerals Inc.".
Effective at the opening of business on Monday, April 25, 2022, the Common Shares of Paycore Minerals Inc. will commence trading on TSX Venture Exchange, and the common shares of Aardvark Capital Corp. will be delisted.
Post-Consolidation and | Unlimited number of common shares with no par value of which |
Escrow: | 12,103,210 Common Shares, 100 CVRs and 586,000 Options post-consolidation, of which 741,161 Common Shares, 5 CVR and 56,500 Options are released at the date of this bulletin. |
Transfer Agent: | TSX Trust Company – Toronto |
Trading Symbol: | CORE (NEW) |
CUSIP Number: | 70434D100 (NEW) |
The Exchange has been advised that the above transactions have been completed.
Company Contact: | Ms. Christina McCarthy, President, Chief Executive Officer and Director |
Company Address: | 77 King Street West, Suite 400, Toronto, Ontario, M5K 0A1 |
Company Phone Number: | (416) 712-6151 |
Company Fax Number: | N/A |
Company e-mail address: | info@paycoreinc.com |
Company website address: | https://paycoreinc.com |
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TRANSITION OPPORTUNITIES CORP. ("TOP.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Further to the Exchange's Bulletin dated April 18, 2022, the Company has submitted to the Exchange acceptable documentation respecting its Capital Pool Company listing.
Effective at the opening, Monday, April 25, 2022, shares of the Company will resume trading.
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WILDPACK BEVERAGE INC. ("CANS") ("CANS.DB.A") ("CANS.WT.B")
BULLETIN TYPE: Prospectus-Debenture Offering, New Listing – Warrants, New Listing – Debentures
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
The Company's Short Form Base Shelf Prospectus dated March 11, 2022 (the "Shelf Prospectus") was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission, pursuant to the provisions of the Securities Act (British Columbia), and the Ontario Securities Commission, pursuant to the provisions of the Securities Act (Ontario), on March 15, 2022. The Shelf Prospectus was also filed under Multilateral Instrument 11-102 Passport System in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Quebec and Newfoundland and Labrador. A receipt for the Shelf Prospectus is deemed to be issued by the regulators in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
TSX Venture Exchange has been advised that the closing occurred on March 31, 2022 (the "Closing Date") for gross proceeds of $5,007,000 pursuant to the Company's prospectus supplement dated March 28, 2022 (the "Prospectus Supplement") to the shelf prospectus, including the partial exercise of the Over-Allotment Option for a gross proceeds of $7,000.
Offering: | $5,007,000 aggregate principal amount of 8.0% unsecured convertible debenture units (each a "Debenture Unit") (including the over-allotment), comprising 5,007 Debenture Units. |
Unit Price: | $1,000 per Debenture Unit. Each Debenture Unit will consist of: (i) one 8.0% unsecured convertible debenture of the Company with a principal amount of $1,000 (each a "Convertible Debenture"), with each such Convertible Debenture convertible into common shares at a conversion price equal to $1.00 (the "Conversion Price"), and (ii) 500 common share purchase warrants of the Company (each a "Warrant"), with each such Warrant being exercisable into one common share at an exercise price of $1.50 for a period of two years following March 31, 2022. |
Agents: | Roth Canada, Inc. and PI Financial Corp. |
Agent's Commission: | An aggregate of $150,420 in cash and 50,420 non-transferable compensation warrants. Each compensation warrant entitles the holder to acquire one common share at $1.00 for a period of two years following March 31, 2022. |
Over-allotment Option: | The Underwriters were granted an option (the "Over-Allotment Option") to purchase up to an additional 15% of the aggregate number of Debenture Units, for a period of 30 days from and including the Closing Date. The Over-Allotment Option has been partially exercised for an additional gross proceeds of $7,000. |
Forced Conversion: | If, at any time prior to March 31, 2026 (the Debentures Maturity Date"), the volume weighted average trading price of the Company's common shares (the "Common Shares") be greater than $1.50 for the ten (10) consecutive trading days, the Company may force the conversion of the principal amount of the then outstanding Convertible Debentures (the "Forced Conversion") at the Conversion Price on not more than 60 days' and not less than 30 days' notice, within 10 days of the occurrence of such event by providing written notice of the Forced Conversion to the holders of the Convertible Debentures and the debenture trustee, supplemented by way of a news release. |
Effective at the opening Monday April 25, 2022, the Debentures will commence trading on the TSX Venture Exchange. The Company is classified as a "Manufacturing" company.
Corporate Jurisdiction: | British Columbia |
Capitalization: | Convertible Debentures in the principal amount of $5,007,000 are issued and outstanding. |
Transfer Agent: | Computershare Trust Company of Canada |
Trading Symbol: | CANS.DB.A |
CUSIP Number: | 96812YAC5 |
Maturity Date: | March 31, 2026 |
Redemption: | Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to redeem their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control (which notice must be given by the Company to holders of the Convertible Debentures no less than 45 days prior to the Change of Control), at a price equal to 101% of the principal amount of the Convertible Debentures then outstanding plus unpaid interest to the Maturity Date thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price. |
Interest: | 8.0% Interest is payable quarterly in arrears on the last day of March, June, September and December in each year (the "Interest Payment Dates"), with the first such payment to fall due on June 30, 2022, representing accrued interest for the period from the closing date of March 31, 2022 to June 30, 2022. |
Subordination: | The Debentures will be subordinated to all existing and future secured indebtedness of the Company in accordance with the provisions of the Debenture Indenture, as supplemented, to the prior payment of secured indebtedness and other liabilities of the Company. The Convertible Debentures will rank pari passu and equally in right of payment with each other series of Debentures issued under this Indenture or under indentures supplemental to this Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future senior unsecured indebtedness of the Company, other than secured indebtedness. |
Conversion: | Each Convertible Debenture will be convertible into common shares of the Company (the "Debenture Shares"), which are listed on the TSX Venture Exchange under ticker symbol "CANS", at the option of the holder at any time prior to earlier of (i) the close of business on the Maturity Date; or (ii) if subject to redemption pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Debentures in accordance with Debenture Indenture, as supplemented ,to convert, any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Debenture Shares at the price of $1.00 per Debenture Share. |
Day Count Type: | 360 |
Interest Start Date: | April 1, 2022 |
First Coupon Date: | June 30, 2022 |
Coupon Dates: | June 30, September 30, December 31, March 31 |
Clearing and Settlement: | The Debentures will clear and settle through CDS. |
Board Lot: | The Debentures are in denominations of $1,000 and will trade in a board lot size of $1,000 face value. |
Effective at the opening Monday April 25, 2022, the common share purchase warrants of the Company will commence trading on the TSX Venture Exchange.
Corporate Jurisdiction: | British Columbia |
Capitalization: | 2,503,500 are issued and outstanding |
Transfer Agent: | Computershare Trust Company of Canada |
Trading Symbol: | CANS.WT.B |
CUSIP Number: | 96812Y168 |
These warrants were issued under a warrant indenture dated March 31, 2022 pursuant to the Company's Prospectus Supplement. Each warrant entitles the holder to purchase one common share of the Company at a price of $1.50 per share until March 31, 2024.
If, at any time prior to March 31, 2024 (the "Warrant Expiry Date"), the volume weighted average trading price of the Common Shares is greater than $2.00 for a period of ten (10) consecutive trading days, the Company may, within 10 days of the occurrence of such event, provide written notice to the holders of the warrants and warrant agent, supplemented by way of a news release, accelerating the expiry date of the warrants from the Warrant Expiry Date.
For further information, please refer to the Company's Shelf Prospectus dated March 11, 2022, the Prospectus Supplement dated March 28, 2022,and the news releases dated March 24, 2022, March 25, 2022 and March 31, 2022.
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COSIGO RESOURCES LTD. ("CSG.H")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: April 21, 2022
NEX Company
Further to the TSX Venture Exchange Bulletin dated May 11, 2015 and July 30, 2015, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated May 8, 2015 and the Cease Trade Order issued by the Alberta Securities Commission dated August 7, 2015, have been revoked.
Effective at the opening, Monday, April 25, 2022, trading will be reinstated in the securities of the Company.
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AIP REALTY TRUST ("AIP.U")
[FORMERLY: VALUE CAPITAL TRUST ("VLP.P")]
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, April 21, 2022, shares of the Company resumed trading, an announcement having been made.
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ANFIELD ENERGY INC. ("AEC")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Effective at 7:30 a.m. PST, April 21, 2022, shares of the Company resumed trading, an announcement having been made.
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ANGKOR RESOURCES CORP. ("ANK")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,236,147 shares at a deemed price of $0.09 per share and 462,100 share purchase warrants to settle outstanding debt for $381,253.26 from outstanding accounts payables including interest and loan repayment.
Number of Creditors: 9 Creditors
Insider / Pro Group Participation:
Creditor | Insider=Y / Progroup=P | Amount Owing | Deemed Price per Share | # of Shares |
Delayne Weeks | Y | $25,030.82 | $0.09 | 278,120 |
Mike Weeks | Y | $267,633.40 | $0.09 | 2,973,704 |
Dennis Ouellette | Y | $23,000.00 | $0.09 | 55,556 |
Warrants: 462,100 share purchase warrants to purchase 462,100 shares
Warrant Exercise Price: $0.15 for a one year period
The Company shall issue a news release when the shares are issued and the debt extinguished.
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CARTIER RESOURCES INC. ("ECR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 21, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the documentation relating to an arm's share purchase agreement (the "Agreement") dated April 7, 2022 between Cartier Resources Inc. (the "Company") and O3 Mining Inc. OIII ("O3 Mining") in connection with the Company's acquisition of all of the issued and outstanding shares of Chalice Gold Mines (Quebec) Inc. ("Chalice Quebec"), a wholly-owned subsidiary of O3 Mining, which owns a 100% interest in the East Cadillac property, Quebec. The purchase price payable by the Company to O3 Mining for the acquisition of Chalice Quebec is 46,273,265 common shares of the Company.
Further details are available in the Company's news releases dated February 28, 2022, April 7, 2022 and April 21, 2022.
RESSOURCES CARTIER INC. (« ECR »)
TYPE DE BULLETIN : Convention d'achat de propriété d'actif ou d'actions
DATE DU BULLETIN : Le 21 avril 2022
Société du groupe 1 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents relativement à une convention d'acquisition d'actions (la « convention ») auprès de personnes sans lien de dépendance incluant Ressources Cartier inc. (la « société ») et O3 Mining inc. (TSX Croissance : OIII) (« O3 Mining ») relativement à l'acquisition de la totalité des actions émises et en circulation de Chalice Gold Mines (Québec) Inc. (« Chalice Québec »), une filiale en propriété exclusive d'O3 Mining qui détient un intérêt de 100 % dans la propriété East Cadillac, Québec. Le prix d'achat payable par la société à O3 Mining pour l'acquisition de Chalice Québec est 46 273 265 actions ordinaires de la société.
De plus amples renseignements sont disponibles dans les communiqués de presse de la société datés des 28 février 2022, 7 avril 2022 et 21 avril 2022.
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ENVIRONMENTAL WASTE INTERNATIONAL INC. ("EWS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 13, 2022:
Number of Shares: 8,250,000 common shares
Purchase Price: $0.10 per common share
Warrants: 8,250,000 share purchase warrants to purchase 8,250,000 shares
Warrant Exercise Price: $0.15
Warrant Term to Expiry: 2 Years
Number of Placees: 10 Placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
EWI Investors, LLC I 2,500,000
Paul Orlin I 760,000
Emanual Gerard I 760,000
Bob MacBean I 200,000
Steve Kantor I 50,000
Sam Geist I 50,000
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release on April 13, 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.
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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GEEKCO TECHNOLOGIES CORPORATION ("GKO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 118,483 common shares at a deemed price of $0.211 per share, in settlement of a debt having a deemed value of $25,000:
Number of Creditors: 1 Creditor
Non Arm's Length Party / ProGroup Participation: None
For more information, please refer to the Company's a press release dated April 14, 2022.
CORPORATION GEEKCO TECHNOLOGIES (« GKO »)
TYPE DE BULLETIN: Émission d'actions en règlement d'une dette
DATE DU BULLETIN: 21 avril 2022
Société du groupe 2 de Bourse de Croissance TSX
Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission proposée de 118 483 actions ordinaires à un prix de 0,211 $ par action, en règlement d'un montant de dette total de 25 000 $ :
Nombre de créanciers: 1 créancier
Participation de personnes ayant un lien de dépendance / Groupe Pro : Aucune
Pour plus d'informations, veuillez-vous référer au communiqué de presse émis par la société le 14 avril 2022.
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GOLDFLARE EXPLORATION INC. ("GOFL")
BULLETIN TYPE: Non-Brokered Private Placement
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement (the "Private Placement"):
Number of Securities: 2,131,947 flow-through common shares
Purchase Price: $0.095 per flow-through common share
Number of Placees: 3 Placees
Insider / ProGroup Participation: None
Finder's Fee: One finder received a cash commission totaling $9,000.
The Company has confirmed the closing of the Private Placement in a news release dated April 7, 2022.
EXPLORATION GOLDFLARE INC. (« GOFL »)
TYPE DE BULLETIN: Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN: Le 21 avril 2022
Société du groupe 2 de TSX Croissance
Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu d'un placement privé sans l'entremise d'un courtier (le « placement privé »):
Nombre d'actions: 2 131 947 actions accréditives ordinaires
Prix : 0,095 $ par action accréditive ordinaire
Nombre de souscripteurs: 3 souscripteurs
Participation d'initiés / Groupe Pro: Aucune
Honoraire d'intermédiation: Aucun
La société a confirmé la clôture du placement privé dans un communiqué de presse daté du 7 avril 2022.
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HIVE BLOCKCHAIN TECHNOLOGIES LTD. (''HIVE'')
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Further to an "at-the-market" offering of shares made pursuant to a Prospectus Supplement dated February 2, 2021 to the Company's Short Form Base Shelf Prospectus dated January 27, 2021 filed with the securities commissions in each of the provinces of Canada, TSX Venture Exchange has accepted for filing documentation with respect to the sales set out below under the "at-the-market" offering. TSX Venture Exchange has been advised by the Company that sales under the "at-the-market" offering for the period of July 1 to September 30, 2021, occurred for gross proceeds of $19,191,593 (US$15,234,262.08) and for the period of October 1 to December 31, 2021, occurred for gross proceeds of $15,120,113 (US$12,167,608.13).
Agent: Canaccord Genuity Corp.
Offering: An aggregate of 4,980,600 common shares were issued during the quarter ended September 30, 2021 and 3,513,500 common shares were issued during the quarter ended December 31, 2021
Offering Price: average price of $3.85 per share and $4.30 per share for each quarter respectively
Agents' Fee: an aggregate of US$822,055.02
The Company has completed "at-the-market" offering and has raised aggregate of $125,344,796 (US$99,489,216.21) gross proceeds through the issuance of 27,236,000 common shares. The Company has paid an aggregate of US$2,984,974.88 in cash to the Agent.
For further details, please refer to the Company's Short Form Base Shelf Prospectus dated January 27, 2021, Prospectus Supplement dated February 2, 2021 and filed on SEDAR, and news releases dated January 27, 2021, February 2, 2021, September 8, 2021, October 8, 2021 and March 8, 2022.
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KING GLOBAL VENTURES INC. ("KING")
BULLETIN TYPE: Private Placement – Non-Brokered
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 20, 2022:
Number of Shares: 3,000,000 common share units ("Units"). Each Unit consists of one common share and one common share purchase warrant.
Purchase Price: $0.05 per Unit
Warrants: 3,000,000 share purchase warrants to purchase 3,000,000 common shares
Warrant Price: $0.075 exercisable for a period of three years from the date of issuance
Number of Placees: 1 placee
Finder's Fees: $12,000 cash commission and 240,000 Compensation Warrants (non-transferable) payable to Glores Securities Inc. Each Compensation Warrant is exercisable for $0.075 per share expiring the day before the two year anniversary of issuance.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement setting out the expiry dates of the hold period(s) on April 20, 2022.
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MAGNETIC NORTH ACQUISITION CORP. ("MNC.PR.A")
BULLETIN TYPE: Private Placement – Non-Brokered
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 18, 2021 and December 6, 2021:
Number of Shares: 105,264 Series A Preferred Share units ("Preferred Units"), each Preferred Unit consisting of one Series A Preferred Share in the capital of the Company ("Preferred Share") and one Preferred Share purchase warrant ("Warrant").
Purchase Price: $9.50 per Preferred Unit.
Warrants: 105,264 Warrants to purchase 105,264 Preferred Shares.
Warrant Price: $10.00 exercisable until December 6, 2026 being a period of five years from the date of issuance.
Forced Exercised Provision: The Warrants will expire 30 days after the date on which the Company gives notice to the Warrant holders by way of news release indicating that the 10-day volume-weighted average price of the Preferred Shares on the Exchange exceeds $20.00 at any time.
Number of Placees: 2 placees
Insider / Pro Group Participation: 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 setting out the expiry dates of the hold period(s) on April 11, 2022.
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MANDEVILLE VENTURES INC. ("MAND.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Reference is made to our bulletin dated April 19, 2022, with respect to the listing of the Company's shares.
We have received confirmation that the closing has occurred. Therefore, the common shares of the Company which were listed at the close of business April 20, 2022, commenced trading at the opening of business on Thursday, April 21, 2022.
The Company has completed its public offering of securities prior to the opening of market on April 21, 2022. The gross proceeds received by the Company for the Offering are $654,900 (6,549,000 common shares at $0.10 per share).
MELKIOR RESOURCES INC. ("MKR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, April 21, 2022, shares of the Company resumed trading, an announcement having been made.
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PELANGIO EXPLORATION INC. ("PX")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: April 21, 2022
TSX Venture Tier 1 Company
Further to TSX Venture Exchange (the "Exchange") bulletin dated June 3, 2020 the Exchange has consented to an extension to the expiry date of the following warrants:
Private Placement:
# of Warrants: 9,420,000
Original Expiry Date of Warrants: May 19, 2022
New Expiry Date of Warrants: May 19, 2023
Exercise Price of Warrants: $0.18
These warrants were issued pursuant to the non-brokered private placement of 9,420,000 common shares, with 9,420,000 share purchase warrants attached, which was accepted for filing by the Exchange effective June 3, 2020
For further details, refer to the Company's news release dated April 14, 2022
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RESAAS SERVICES INC. ("RSS")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 21, 2022:
Number of Shares: 2,000,000 shares
Purchase Price: $0.50 per share
Warrants: 1,000,000 share purchase warrants to purchase 1,000,000 shares
Warrant Exercise Price: $0.75 for a one year period, subject to an acceleration clause.
Number of Placees: 20 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
Thomas Rossiter Y 100,000
Gestion Pierre Chadi Inc. Y 100,000
Finder's Fee: Haywood Securities Inc. $28,000 cash payable.
Canaccord Genuity Corp. $14,000 cash payable.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue 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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RIO SILVER INC. ("RYO")
BULLETIN TYPE: Correction, Warrant Term Extension
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
CORRECTION:
Further to the TSX Venture Exchange Bulletin dated April 20, 2022, the Bulletin should have read as follows:
New Expiry Date of Warrants: May 12, 2024
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SIMPLY BETTER BRANDS CORP. ("SBBC")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 21, 2022
TSX Venture Tier 1 Company
Effective at 6:30 a.m. PST, April 21, 2022, shares of the Company resumed trading, an announcement having been made.
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STAMPER OIL & GAS CORP. ("STMP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 21, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 14, 2022 and April 08, 2022:
Number of Shares: 2,161,716 shares
Purchase Price: $0.28 per share
Warrants: 2,161,716 share purchase warrants to purchase 2,161,716 shares
Warrant Exercise Price: $0.37 for a three-year period subject to accelerated expiry
Number of Placees: 14 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
Aggregate Pro Group Involvement P 39,500
[ 2 placees]
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release on April 19, 2022, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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SOURCE TSX Venture Exchange
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