VANCOUVER, Jan. 4, 2018 /CNW/ -
TSX VENTURE COMPANIES
AIM1 VENTURES INC. ("AIMI.P")
BULLETIN TYPE: Halt
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Effective at 10:03 a.m. PST, January 4, 2018, 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.
________________________________________
ASIAN MINERAL RESOURCES LIMITED ("ASN")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 7,000,000 compensation shares to the following insider.
| Shares |
Warrants |
|
| Duncan Blount |
7,000,000 |
Nil |
________________________________________
AUSTRAL GOLD LIMITED ("AGLD")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 4, 2018
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Letter Agreement (the "Agreement") dated July 13, 2017, as amended on October 13, 2017, between Austral Gold Limited (the "Company") and Revelo Resources Corp. – a TSX Venture listed company (the "Vendor"), whereby the Company as agreed to acquire a 100% interest in the San Guillermo and Reprado mining concessions and related assets (collectively, the "Projects") located within the Paleocene gold belt in northern Chile.
Under the terms of the Agreement, the Company will issue 10,000,000 ordinary shares and grant up to an additional 1.0% NSR royalty to the Vendor as consideration for the Projects.
For further details, please refer to the Company's news release dated July 17, 2017.
________________________________________
AWALE RESOURCES LIMITED ("ARIC")
[formerly Spada Gold Ltd. ("SPL.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change, Private Placement-Non-Brokered, Amendment
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Further to the Exchange's Bulletin dated January 2, 2018, the Exchange has accepted an amendment with respect to the Company's recently completed Qualifying Transaction, as follows:
The Exchange has been advised that the number of shares issued and outstanding is 28,906,103.
All other information remains the same.
________________________________________
BHK MINING CORP. ("BHK.H")
[formerly BHK Mining Corp. ("BHK")
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: January 4, 2018
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 Friday, January 5, 2018, 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 January 5, 2018, 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 BHK to BHK.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.
Further to the TSX Venture bulletin issued September 5, 2017, trading in the shares of the Company will remain suspended.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
_______________________________________
BLOCK ONE CAPITAL INC. ("BLOK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 11, 2017 and revised December 12, 2017:
| Number of Shares: |
10,000,000 units |
|
| Purchase Price: |
$1.00 per unit |
|
| Warrants: |
5,000,000 share purchase warrants to purchase 5,000,000 shares |
|
| Warrant Exercise Price: |
$1.50 for a two year period |
|
| Number of Placees: |
71 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [8 Placee(s)] |
P |
570,000 |
| Finder's Fee: |
7,200 commission units payable to Canaccord Genuity Corp. |
|
| 16,000 commission units payable to Raymond James Ltd. |
||
| 404,000 commission units payable to Paradigm Shift Investments |
||
| 226,000 commission units payable to Beacon Securities Ltd. |
||
| 108,000 commission units payable to Haywood Securities Inc. |
||
| 2,800 commission units payable to Industrial Alliance Securities Inc. |
||
| 36,000 commission units payable to PI Financial Corp. |
||
| Each commission unit consist of one common share and one half of one common share purchase warrant exercisable at $1.50 for 24 months. |
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.
________________________________________
BLOCK ONE CAPITAL INC. ("BLOK")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Effective at 6:30 a.m., PST, January 4, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
CLEAN SEED CAPITAL GROUP LTD. ("CSX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 29, 2017:
| Number of Shares: |
1,735,000 shares |
|
| Purchase Price: |
$0.50 per share |
|
| Warrants: |
1,735,000 share purchase warrants to purchase 1,735,000 shares |
|
| Warrant Exercise Price: |
$0.75 for a one year period |
|
| Number of Placees: |
15 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Gary Anderson |
Y |
600,000 |
| Finder's Fee: |
$11,375 cash and 22,750 warrants payable to Industrial Alliance |
|
| $10,500 cash and 21,000 warrants payable to Canaccod Genuity |
||
| $1,750 cash and 3,500 warrants payable to PI Financial Corp. |
||
| $1,400 cash and 2,800 warrants payable to Leede Jones Gable Inc. |
||
| Finder's fee warrants are exercisable at $0.75 per share for one year. |
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.
________________________________________
CORONET METALS INC. ("CRF")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 28, 2017:
| Number of FT Shares: |
11,025,000 flow through shares |
|
| Purchase Price: |
$0.20 per flow through share |
|
| Number of Placees: |
17 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
Pro-Group=P |
# of Shares |
| Aggregate Pro-Group Involvement [1 Placee] |
P |
1,250,000 |
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.
________________________________________
DEALNET CAPITAL CORP. ("DLS")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 48,000,000 non-transferable bonus warrants in connection with a CDN$12,000,000 debenture offering by the Company. The loan bears interest at rate of 6% per annum and matures two years from issuance.
Each bonus warrant is exercisable into one common share at $0.12 for a two year period.
For further details, please refer to the Company's news releases December 18, 2017 and December 22, 2017.
________________________________________
EAST AFRICA METALS INC. ("EAM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 14, 2017:
| Number of Shares: |
7,700,000 shares |
| Purchase Price: |
$0.26 per share |
| Warrants: |
3,850,000 share purchase warrants to purchase 3,850,000 shares |
| Warrant Initial Exercise Price: |
$0.45 |
| Warrant Term to Expiry: |
2 Years |
| Number of Placees: |
1 Placee |
| Finder's Fee: |
|
| Brookstone Capital Limited |
$100,100.00 cash |
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.
________________________________________
EMPIRE INDUSTRIES LTD. ("EIL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 29, 2017:
| Number of Shares: |
1,900,000 shares |
|
| Purchase Price: |
$0.50 per share |
|
| Warrants: |
None |
|
| Number of Placees: |
3 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Canadian Resources Capital |
||
| Holdings Ltd. (Jack Li Ting Chang) |
Y |
200,000 |
| Blakian Investments Ltd. |
||
| (Ian MacDonald) |
Y |
200,000 |
| Finder's Fee: |
None |
________________________________________
GESPEG COPPER RESOURCES INC. ("GCR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 26, 2017:
| Number of Shares: |
625,000 flow-through shares and 733,333 non flow-through shares |
|
| Purchase Price: |
$0.08 per flow-through share and $0.06 per non flow-through share |
|
| Warrants: |
366,666 share purchase warrants to purchase 366,666 shares |
|
| Warrant Exercise Price: |
$0.10 for a three year period |
|
| Number of Placees: |
9 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [1 Placee] |
P |
187,500 |
| Finder's Fee: |
$2,975 cash and 37,187 Broker Warrants payable to Raymond James. Broker Warrants are exercisable at $0.10 per share for a period of 18 months. |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated October 18, 2017 announcing the closing of the private placement. All securities are subject to a four month hold period. 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.
________________________________________
GOLDEN RIDGE RESOURCES LTD. ("GLDN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 14, 2017:
| Number of FT Shares: |
7,500,000 flow through shares |
|
| Purchase Price: |
$0.20 per flow through share |
|
| Number of Placees: |
30 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
Pro-Group=P |
# of Shares |
| Michael Blady |
Y |
250,000 |
| Aggregate Pro-Group |
||
| Involvement [5 Placees] |
P |
790,000 |
| Finder's Fee: |
||
| Canaccord Genuity Corp. |
$38,100.00 cash; 190,500 warrants |
|
| Qwest Investment Fund |
||
| Management Ltd |
$45,000.00 cash |
|
| Glenn MacNeill |
32,813 warrants |
|
| Blair Cudmore |
28,125 warrants |
|
| Probity Capital Corporation |
164,062 warrants |
|
| Finder Warrant Initial Exercise Price: |
$0.25 |
|
| Finder Warrant Term to Expiry: |
Exercisable to purchase one common share for 12 months from closing |
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.
________________________________________
HARVEST ONE CANNABIS INC. ("HVST.DB")
BULLETIN TYPE: New Listing-Convertible Debentures, Correction
BULLETIN DATE: January 3, 2018
TSX Venture Tier 1 Company
Further to the TSX Venture Exchange Bulletin dated December 14, 2017, the Bulletin should have read as follows:
Interest: The interest start date for the Debentures will be dated on December 14, 2017 (the "Closing Date") and will mature five years from the date the Debentures are issued.
All other details in the Bulletin dated December 14, 2017 remain unchanged.
________________________________________
HIVE BLOCKCHAIN TECHNOLOGIES LTD. ("HIVE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Further to the Exchange's Bulletin dated December 29, 2017, the Exchange has accepted an amendment with respect to the Company's recently completed Initial Agreement as well as the Expansion Agreement, as follows:
The Exchange has been advised that Fiore Management & Advisory Corp. received a cash fee of nil.
All other information remains the same.
________________________________________
HIVE BLOCKCHAIN TECHNOLOGIES LTD. ("HIVE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to an agreement dated December 13, 2017 (the "Sweden Bitcoin Letter Agreement") between HIVE Blockchain Technologies Ltd. (the "Company") and Genesis Mining Ltd. ("Genesis"). Pursuant to the Sweden Bitcoin Letter Agreement, the Company will pay to Genesis US$34,000,000 in cash consideration for the acquisition and hosting of specialized hardware at a facility to be constructed in Sweden.
The Exchange has also accepted for filing documentation pertaining to a second agreement also dated December 13, 2017 (the "Sweden 3 Agreement") between the Company and Genesis. Pursuant to the Sweden 3 Agreement, the Company will pay to Genesis US$22,000,000 in cash consideration for additional specialized hardware and hosting of that equipment at the same facility Sweden which will host the Sweden 1 and Sweden 2 hardware owned by the Company as described in the Company's news releases dated October 23 and 25, 2017.
Insider / Pro Group Participation: Genesis (sole shareholder Jakov Dolic) is a Control Person of the Company.
For additional information, please refer to the Company's news release dated December 13, 2017.
________________________________________
JAXON MINING INC. ("JAX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 26, 2017:
| Number of Shares: |
4,599,999 flow-through shares |
|
| Purchase Price: |
$0.32 per share |
|
| Number of Placees: |
11 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Aggregate Pro Group |
||
| Involvement [1 Placee] |
P |
100,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated December 04, 2017 announcing the closing of the private placement and setting out the expiry dates of the hold period.
________________________________________
LICO ENERGY METALS INC ("LIC")
BULLETIN TYPE: Halt
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Effective at 12:27 p.m. PST, January 3, 2017, trading in the shares of the Company was halted at the request of the Company, pending clarification of 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.
________________________________________
LICO ENERGY METALS INC ("LIC")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
Effective at 11:45 a.m., PST, January 4, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
MARKSMEN ENERGY INC ("MAH")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 12, 2017:
| Number of Shares: |
3,826,333 shares |
|
| Purchase Price: |
$0.15 per share |
|
| Warrants: |
1,913,166 share purchase warrants to purchase 1,913,166 shares |
|
| Warrant Exercise Price: |
$0.30 for a two year period |
|
| Number of Placees: |
33 Placees |
|
| Insider / Pro Group Participation: |
||
| Insider=Y / |
||
| Name |
ProGroup=P |
# of Shares |
| Archibald J. Nesbitt |
Y |
100,000 |
| Archibald J. Nesbitt & |
||
| Company Ltd. |
Y |
231,667 |
| Dale Burstall |
Y |
170,000 |
| Dr. Peter Geib |
Y |
300,000 |
| John A. McIntyre |
Y |
25,000 |
| Finder's Fee: |
$4,792 cash and 31,947 broker warrants payable to Canaccord Genuity Corp. |
|
| $12,000 cash and 80,000 broker warrants payable to Leede Jones Gable Inc. |
________________________________________
MINEWORX TECHNOLOGIES LTD. ("MWX")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: January 4, 2018
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: |
10,541,667 |
| Original Expiry Date of Warrants: |
January 7, 2016, extended to January 7, 2018 |
| New Expiry Date of Warrants: |
November 7, 2018 |
| Exercise Price of Warrants: |
$0.20 for the first 12 months from date of issuance |
| $0.26 for the remainder of the term of the warrant |
These warrants were issued pursuant to a private placement of 10,541,667 shares with 10,541,667 share purchase warrants attached, which was accepted for filing by the Exchange effective January 13, 2014.
________________________________________
MUSTANG MINERALS CORP. ("MUM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 27, 2017:
| Number of Shares: |
7,586,496 shares |
| Purchase Price: |
$0.35 per share |
| Warrants: |
3,793,248 share purchase warrants to purchase 3,793,248 shares |
| Warrant Exercise Price: |
$0.45 for a one year period |
| Number of Placees: |
17 Placees |
| Finder's Fee: |
$176,908.09, plus 505,452 finder's warrants, each exercisable into one common share at a price of $0.45 for a period of three years, payable to Arlington Group Asset Management Limited |
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). 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.
________________________________________
SAMCO GOLD LIMITED ("SGA")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture, Amendment
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing amendments to following convertible debentures:
| Convertible Debenture: |
US$500,000 principal amount |
| Conversion Price: |
Convertible into common shares at CDN$0.50 of principle amount outstanding per share until maturity |
| Original Maturity Date: |
December 30, 2016 |
| First Amended Maturity Date: |
June 30, 2017 |
| Second Amended Maturity Date: |
December 29, 2017 |
| Third Amended Maturity Date: |
June 29, 2018 |
| Interest Rate: |
12% per annum |
The convertible debenture was issued pursuant to a private placement which was originally accepted for filing by the Exchange effective July 24, 2015.
For further information, please refer to the Company's news releases dated December 22, 2017.
_______________________________________
SIGNATURE RESOURCES LTD. ("SGU")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 14, 2017, December 14, 2017 and December 22, 2017:
| Number of Shares: |
3,400,000 non flow through shares |
| 4,850,000 flow through shares |
|
| Purchase Price: |
$0.08 per non flow through share |
| $0.10 per flow through share |
|
| Warrants: |
5,825,000 share purchase warrants to purchase 5,825,000 shares |
| Warrant Exercise Price: |
$0.15 for a two year period. |
| Number of Placees: |
19 Placees |
| Finder's Fee: |
Leede Jones Gable Inc. receives $38,800 and 388,000 warrants, each exercisable for one share at a price of $0.10 for 24 months. |
| Bellotti Capital Partners Inc. receives $1,200 and 12,000 warrants, each exercisable for one share at a price of $0.10 for 24 months. |
________________________________________
TIMIA CAPITAL CORP. ("TCA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 4, 2017
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 2, 2017:
| Number of Shares: |
536,667 shares |
| Purchase Price: |
$0.12 per share |
| Warrants: |
268,333 share purchase warrants to purchase 268,333 shares. |
| Warrant Exercise Price: |
$0.14 for a two year period. The warrants are subject to an accelerated exercise provision following the 6 month anniversary in the event the volume-weighted average trading price of the Company's shares is greater than $0.24 for any 20 consecutive trading days. |
| Number of Placees: |
3 Placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated January 2, 2017 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.
________________________________________
NEX COMPANIES
BUTTE ENERGY INC. ("BEN.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 4, 2018
NEX Company
Effective at 6:30 a.m., PST, January 4, 2018, shares of the Company resumed trading, an announcement having been made.
________________________________________
VENZEE TECHNOLOGIES INC. ("VENZ")
[formerly Gold Finder Explorations Ltd. ("GFN.H")]
BULLETIN TYPE: Reverse Takeover Completed/Symbol Change, Resume Trading, Graduation from NEX to TSX Venture, Short Form Offering Document-Distribution, Private Placement – Brokered, Name Change and Consolidation
BULLETIN DATE: January 4, 2018
NEX Company
Reverse Takeover
TSX Venture Exchange has accepted for filing the Company's Reverse Takeover ("RTO") described in its Filing Statement dated December 12, 2017.
The RTO consists of the arm's length acquisition of all the issued and outstanding shares of Venzee Inc. ("Venzee"), by way of three-cornered amalgamation, in consideration of the issuance of 42,040,823 common shares of the Company at a deemed price of $0.50 per share, 585,906 warrants at an exercise price of $0.25 per share until August 28, 2019 and 3,434,083 stock options at an exercise price of $0.25 per share until up to September 1, 2027, on a post-consolidation basis.
A total of 13,838,544 common shares and 3,106,258 stock options issued to the shareholders of Venzee pursuant to the RTO are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement, on a post-consolidation basis.
The Company is classified as a "Computer systems design and related services (except video game design and development)" Issuer (NAICS Number: 541514).
For further information, please refer to the Company's Filing Statement dated December 12, 2017, available on SEDAR.
Resume Trading
Further to TSX Venture Exchange's Bulletin dated September 20, 2017, trading in the securities of the Resulting Issuer will resume at the opening on Friday, January 5, 2018.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Friday, January 5, 2018, 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 Montreal.
Effective at the opening on Friday, January 5, 2018, the trading symbol for the Company will change from "GFN.H" to "VENZ".
Short Form Offering Document
The Company's Short Form Offering Document dated December 18, 2017 was filed with the British Columbia Securities Commission and the Alberta Securities Commission and accepted by TSX Venture Exchange on November 30, 2017. The Exchange has now been advised that the offering closed on December 21, 2017, for gross proceeds of $2,000,000.
| Agent: |
PI Financial Corp. |
| Offering: |
4,000,000 common shares, on a post-consolidation basis. |
| Purchase Price: |
$0.50 per common share, on a post-consolidation basis. |
| Agent's Fee: |
7% of the gross proceeds in cash and non-transferable warrants representing 7% of the number of common shares issued pursuant to the offering, representing an aggregate of 280,000 broker warrants to purchase 280,000 common shares, on a post-consolidation basis. Each whole broker warrant is exercisable at any time for 24 months following the closing date of the RTO (subject to an acceleration clause) at an exercise price of $0.50 per share, on a post-consolidation basis. |
The Company has confirmed the closing of that offering by news release dated December 21, 2017.
Private Placement – Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered and a Non-Brokered Private Placement of subscription receipts of the Company which have been exchanged into the following securities:
| Number of Shares: |
11,000,000 common shares, on a post-consolidation basis |
| Purchase Price: |
$0.50 per common share, on a post-consolidation basis. |
| Warrants: |
5,500,000 share purchase warrants to purchase 5,500,000 common shares, on a post-consolidation basis. |
| Warrant Exercise Price: |
$0.75 per common share on a post-consolidation basis for a two year period (subject to an acceleration clause) |
| Number of Placees: |
89 Placees |
| Insider / Pro Group Participation: |
N/A |
| Agent: |
PI Financial Corp. |
| Agent's Fee: |
7% of gross proceeds in cash and non-transferable warrants representing |
7% of the number of common shares issued pursuant to the offering, representing an aggregate of 770,000 broker warrants to purchase 770,000 common shares, on a post-consolidation basis. Each whole broker warrant is exercisable at any time for 24 months following the closing date of the RTO (subject to an acceleration clause) at an exercise price of $0.50 per share, on a post-consolidation basis.
The Company has confirmed the closing of that Private Placement by news releases dated December 12 and 21, 2017.
Name Change and Consolidation
Pursuant to a Board resolution passed December 11, 2017, the Company has consolidated its capital on a 2 old for 1 new basis. The name of the Company has also been changed to Venzee Technologies Inc.
Effective at the opening on Friday, January 5, 2018, the common shares of Venzee Technologies Inc. will commence trading on TSX Venture Exchange, and the common shares of Gold Finder Explorations Ltd. will be delisted. The Company is classified as a "Computer systems design and related services (except video game design and development)" Issuer (NAICS Number: 541514).
| Post-Consolidation and |
|
| Post-Transactional |
|
| Capitalization: |
Unlimited number of common shares with no par value of which 62,300,746 common shares are issued and outstanding. |
| Escrow: |
13,838,544 common shares and 3,106,258 stock options are subject to a Tier 2 Value Escrow Agreement. |
| Transfer Agent: |
Computershare Trust Company of Canada – Vancouver |
| Trading Symbol: |
VENZ (NEW) |
| CUSIP Number: |
92337G105 (NEW) |
TSX Venture Exchange has been advised that the above transactions have been completed.
| Company Contact: |
Joshua Lebovic, Chief Financial Officer |
| Company Address: |
422 Richards Street, Suite 170, Vancouver, BC V6B 2Z4 |
| Company Phone Number: |
1-888-359-9299 |
| E-mail Address: |
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| Web site: |
____________________________________
YUNTONE CAPITAL CORP. ("YTC.H")
BULLETIN TYPE: Consolidation, Remain Suspended, Correction
BULLETIN DATE: January 4, 2018
NEX Company
CORRECTION:
Further to the TSX Venture Exchange Bulletin dated December 5, 2017 the Bulletin should have read as follows:
Effective at the opening Wednesday, December 6, 2017, the common shares of the Company will commence trading on NEX on a consolidated basis.
The remainder of the bulletin remains unchanged.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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