VANCOUVER, BC, July 26, 2021 /CNW/ -
TSX VENTURE COMPANIES
Apollo Gold & Silver Corp. ("APGO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement Brokered
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing documentation pertaining to an amalgamation agreement (the "Agreement") dated May 11, 2021 between the Company and Stronghold Silver Corp. ("Stronghold"), whereby the Company can acquire a 100% interest in Stronghold.
Under the terms of the Agreement, the Company acquired all of the shares of Stronghold by issuing 40,000,000 shares to the shareholders of Stronghold and making a cash payment of USD$500,000.
The Principal assets of Stronghold are (i) the right to acquire the Waterloo project (the "Waterloo Project") from Pan American Minerals Inc. ("Pan American") pursuant to an asset purchase agreement dated January 22, 2021, as amended (the "Pan American Agreement"); (ii) the option to acquire the Langtry project (the "Langtry Project") from (X) Athena Minerals Inc. and Athena Silver Corporation (collectively, "Athena") pursuant to an option to purchase agreement dated December 21, 2020 (the "Athena Agreement") and (Y) Bruce and Elizabeth Strachan as trustees of the Bruce and Elizabeth Strachan Recoverable Living Trust dated 7-25-2007 (the "Strachan Trust") pursuant to an option to purchase agreement dated December 23, 2020 (the "Strachan Agreement"); and (iii) the option to purchase the Arizona silver district project (the "Arizona Silver Project") from Gulf + Western Industries Inc. pursuant to an option to purchase agreement January 22, 2021 (the "Arizona Silver Agreement").
The Company completed the acquisition of the Waterloo Project on July 13, 2021. For further details, please see the Company's news release dated July 13, 2021. In order to acquire a 100% interest in the Waterloo Project, the Company (i) made a cash payment of USD$26.5 million (less the USD$4,250,000 which Stronghold had already paid) to Pan American on closing and (ii) will make a cash payment of USD$6.0 million, or at the election of Pan American ten days after the delivery of a listing notice from the Company, issue shares with an equivalent value, to Pan American (the "Share Election"). Any shares issued under the Share Election will be issued at the greater of a volume-weighted price calculation and CAD$0.71 per share. Pan American will retain a 2.0% net smelter returns royalty on the Waterloo Project.
In order to exercise the option (the "Athena Option") to acquire a 100% interest in the portion of the Langtry Property governed by the Athena Agreement (the "Athena Property"), the Company must (i) make annual cash payments of $25,000 on each anniversary of the Athena Agreement and pay certain property expenditures (collectively, the "Annual Athena Payments") and (ii) make a cash payment of USD$1.0 million prior to December 21, 2025. All Annual Athena Payments made within twenty-four months prior to the exercise of the Athena Option will be credited to the option exercise price. Athena will retain a 1.0% net smelter returns royalty on the Athena Property.
In order to exercise the option (the "Strachan Option") to acquire a 100% interest in the portion of the Langtry Property governed by the Strachan Agreement (the "Strachan Lands"), the Company must, prior to December 24, 2025, make a cash payment equal to the greater of (i) USD$5.2 million and (ii) the spot price of 220,000 troy ounces of silver during the calendar month prior to the option exercise. In order to keep the Strachan Option in good standing prior to exercise the Company must (i) pay USD$100,000 on every anniversary of the Strachan Agreement (the "Annual Strachan Payments") and (ii) pay certain property maintenance fees. The Annual Strachan Payments will be credited to the option exercise price. Upon exercise of the Strachan Option, the Strachan Trust will retain the following royalties on the Strachan Lands: (i) a 1.0% net smelter return royalty on all silver production; (ii) a 5.0% royalty on all other mineral production; and (iii) a 10% gross royalty on all other income derived from the property.
In order to exercise the option to acquire a 100% interest in the Arizona Silver Project, the Company must (i) make cash payments of USD$1.02 million over a five-year period ($70,000 of which has already been paid by Stronghold), (ii) subject to TSX Venture Exchange approval at the time of each issuance, issue USD$950,000 in shares over a five-year period, and (iii) make additional cash payments of up to USD3.5 million and, subject to TSX Venture Exchange approval at the time of issuance, issue USD$500,000 in share, if certain milestones are met.
For further details, please refer to the Company's news releases dated May 12, 2021, June 17, 2021, June 30, 2021 and July 9, 2021.
Private Placement Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced June 7, 2021, June 17, 2021 and June 22, 2021. The private placement raised $52,900,000.50 through the issuance of 70,533,334 subscription receipts (each, a "Subscription Receipt") at a price of $0.75 per Subscription Receipt. Each Subscription Receipt automatically converted into one common share (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant") on closing of the amalgamation with Stronghold in accordance with the Agreement. Each Warrant entitles the holder thereof to acquire one common share (a "Warrant Share") at a price of $1.25 per Warrant Share for a period of 24 months from the date of issuance.
Number of Shares: 70,533,334 Shares
Purchase Price: $0.75 Share
Warrants: 35,266,667 Warrants to purchase 35,266,667 Warrant Shares
Warrant Exercise Price: $1.25 for a two-year period
Number of Placees: 341 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Tom Peregoodoff Y 150,000
Andrew Bowering Y 877,437
Aggregate Pro Group Involvement P 551,000
1 placee
Finder's Fee: Eight Capital – $1,213,780 cash.
Desjardins Securities Inc. – $1,213,780 cash.
Cantor Fitzgerald Canada Corporation - $606,890 cash.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on July 7, 2021 announcing the closing of the private placement and setting out the expiry dates of the 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.
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ARENA MINERALS INC. ("AN ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Effective at 9:30 a.m. PST, July 26, 2021, shares of the Company resumed trading, an announcement having been made.
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AUMENTO CAPITAL IX CORP. ("AUIX.P ")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 20, 2021, trading in the shares of the Company will remain halted
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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CANADA CARBON INC. ("CCB ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 8, 2021:
Number of Shares: 2,941,176 shares
Purchase Price: $0.17 per share
Number of Placees: 1 placee
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).
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COVALON TECHNOLOGIES LTD. ("COV ")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 200,000 share purchase warrants to settle outstanding debt for US$3,552,300.
Number of Creditors: 1 Creditor
Warrants: 200,000 share purchase warrants to purchase 200,000 shares
Warrant Exercise Price: $4.00 for a five year period
The Company shall issue a news release when the shares are issued and the debt extinguished.
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DIAMCOR MINING INC. ("DMI ")
BULLETIN TYPE: Warrant Price Amendment, Warrant Term Extension
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the reduction in the exercise price and extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: 4,613,132
Original Expiry Date of Warrants: 2,857,975 expiring on June 20, 2021; and
1,755,157 expiring on August 29, 2021
New Expiry Date of Warrants: June 20, 2022 (as to 2,857,975) and August 29, 2022 (as to 1,755,157)
Original Exercise Price of Warrants: $0.60
New Exercise Price of Warrants: $0.30
These warrants were issued pursuant to a private placement of (i) 5,715,950 shares with 2,857,975 share purchase warrants attached; and (ii) 3,510,315 shares with 1,755,157 share purchase warrants attached, which was accepted for filing by the Exchange effective June 26, 2018 and August 31, 2018 respectively.
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EASTFIELD RESOURCES LTD. ("ETF")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 14, 2021:
Number of Shares: 4,450,000 flow-through shares
Purchase Price: $0.10 per flow-through share
Warrants: 4,450,000 share purchase warrants to purchase 4,450,000 shares
Warrant Exercise Price: $0.15 until December 28, 2022.
Number of Placees: 23 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
David Douglas Y 100,000
Glen Garratt Y 200,000
James W. Morton Y 100,000
Aggregate Pro Group Involvement P 550,000
[3 placees]
Finder's Fee:
$24,500 and 245,000 finder's warrants payable to Leede Jones Gable Inc.
Finder's Warrant Exercise Price: $0.15
Finder's Warrant Expiry Date: December 28, 2022.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement on July 22, 2021 and setting out the expiry dates of the hold period(s).
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Engineer Gold Mines Ltd. ("EAU")
BULLETIN TYPE: Private Placement Non-Brokered
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 18, 2021 and June 25, 2021:
Number of Shares: 11,450,000 shares
Purchase Price: $0.05 per share
Warrants: 5,725,000 share purchase warrants to purchase 5,725,000 shares
Warrant Exercise Price: $0.12 for a three-year period
Number of Placees: 10 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Tom Kennedy Y 1,000,000
Dale Dobson Y 200,000
Finder's Fee: Redplug Inc. (Otis Munday) – $20,650 cash and 413,000 finder's warrants.
Each non-transferable finder warrant is exercisable into one common share of the Company at a price of $0.09 per share for a three-year period.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases on June 10, 2021 and July 22, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold periods. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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ERIN VENTURES INC. ("EV")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation an option and joint venture agreement ("Option Agreement") dated June 16, 2021 between the Company, Balkan Gold D.O.O., a wholly owned subsidiary of the Company, and Temas Resources Corp. ("Temas"). Pursuant to the terms of the Option Agreement, the Company has decided to grant Temas the sole right and option to earn up to a 50% interest in its Piskanja Borate Project located in Serbia (the "Property"). In return for the exclusive option on the Property, Temas will provide the Company with an aggregate 250,000 common shares in the capital of Temas, 250,000 common share purchase warrants in the capital of Temas and will further incur an aggregate of €10,500,000 in expenditures on the Property, subject to certain milestone events. Temas will be deemed to have earned a 1% interest in and to the Property for each increment of €210,000 expenditure expenses incurred on the Property.
Insider / Pro Group Participation: None
For further information, please reference the Company's news releases dated June 17, 2021, July 16, 2021 and July 26, 2021.
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GUYANA GOLDSTRIKE INC. ("GYA ")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 08, 2021, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.3
This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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HEMOSTEMIX INC. ("HEM")
BULLETIN TYPE: Warrant Term Extension, Warrant Price Amendment
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date and reduction in the exercise price of the following warrants:
Private Placement:
# of Warrants: 510,295 (includes 91,845 held by an insider)
Expiry Date of Warrants: One year from the date of issuance
New Expiry Date of Warrants: Three years from the date of issuance
Original Exercise Price of Warrants: $1.00
New Exercise Price of Warrants: $0.55
Forced Exercise Provision: If the weighted average closing price of the Company's shares is $0.66 or greater for a period of 10 consecutive trading days, then the warrant holders will have 30 days to exercise their warrants commencing on the day when the Company either (i) disseminates a press release, or (ii) sends a written notice to the holders announcing the reduced warrant terms.
# of Warrants remaining held by the insider: 408,155
Original Expiry Date of Warrants: One year from the date of issuance
New Expiry Date of Warrants: Three years from the date of issuance
Exercise Price of Warrants: $1.00 (unchanged)
These warrants were issued prior to the Company's share consolidation pursuant to a private placement of 18,369,000 shares with 18,369,000 share purchase warrants attached, which was accepted for filing by the Exchange effective November 24, 2020.
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MASON GRAPHITE INC. ("LLG ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, July 26, 2021, shares of the Company resumed trading, an announcement having been made.
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NEVADA SUNRISE GOLD CORPORATION ("NEV")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 26, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 221,099 common shares at a deemed value of $0.085 per share to settle outstanding debt for $18,793.48.
Number of Creditors: 3 Creditors
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price
Creditor Progroup=P Owing per Share # of Shares
Michael Sweatman Y $6,603.78 $0.085 77,691
Charles Roy Y $6,232.72 $0.085 73,326
Suraj Ahuja Y $5,956.98 $0.085 70,082
The Company shall issue a news release when the shares are issued and the debt extinguished.
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QUANTUM BLOCKCHAIN TECHNOLOGIES LTD. ("QBC.P ")
BULLETIN TYPE: CPC-Filing Statement
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated July 23, 2021, for the purpose of filing on SEDAR.
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RUGBY MINING LIMITED ("RUG ")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 20, 2021, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.3
This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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VR RESOURCES LTD. ("VRR ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 11, 2021:
Number of Shares: 1,190,476 flow through shares
1,428,571 non-flow through shares
Purchase Price: $0.42 per flow through share
$0.35 per non-flow through share
Warrants: 714,285 share purchase warrants attached to non-flow shares to purchase 714,285 shares
Warrant Exercise Price: $0.55 for an 18 month period
Number of Placees: 2 placees
Finder's Fee: Qwest Investment Fund Management Ltd. receives $30,000 and 71,419 non-transferable warrants, each exercisable for one share at $0.55 for 18 months.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on May 14, 2021. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
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ZOOMD TECHNOLOGIES LTD. ("ZOMD ")
BULLETIN TYPE: Halt
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Effective at 4:45 a.m. PST, July 26, 2021, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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ZOOMD TECHNOLOGIES LTD. ("ZOMD ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 26, 2021
TSX Venture Tier 2 Company
Effective at 7:15 a.m. PST, July 26, 2021, shares of the Company resumed trading, an announcement having been made.
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NEX COMPANIES :
CANADA ENERGY PARTNERS INC. ("CE.H")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2021
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 11, May 25 and June 14, 2021:
Number of Shares: 7,062,000 shares
Purchase Price: $0.125 per share
Warrants: 7,062,000 share purchase warrants to purchase 7,062,000 shares
Warrant Exercise Price: $0.16 until June 24, 2022
Number of Placees: 23 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement P 1,360,000
[3 placees]
Finder's Fee:
$49,530 and 396,240 finder's warrants payable to Emerging Equities Inc.
$3,090 and 24,720 finder's warrants payable to Canaccord Genuity Corp.
$12,000 and 96,000 finder's warrants payable to PI Financial Corp.
Finder's Warrant Expiry Date: June 24, 2022
Finder's Warrant Exercise Price: $0.16
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement on June 25, 2021 and setting out the expiry dates of the hold period(s).
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KING'S BAY RESOURCES CORP. ("KBG.H ")
BULLETIN TYPE: Private Placement-Non -Brokered
BULLETIN DATE: July 26, 2021
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non Brokered Private Placement announced December 10, 2020:
Number of Shares: 12,300,000 shares
Purchase Price: $0.05 per share
Warrants: 12,300,000 share purchase warrants to purchase 12,300,000 shares
Warrant Exercise Price: $0.10 for 12 month period
Number of Placees: 26 Placee
Insider/Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Aggregate Pro Group Involvement
[ 4 Placee] P 800,000
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 February 24, 2021.
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SOURCE TSX Venture Exchange
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