TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, July 26, 2019 /CNW/ -
TSX VENTURE COMPANIES
CONSTANTINE METAL RESOURCES LTD. ("CEM")
BULLETIN TYPE: Plan of Arrangement, Notice of Distribution
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Pursuant to special resolutions passed by the shareholders of the Company on July 25, 2019 and approval by the Supreme Court of British Columbia on July 26, 2019, the Company and HighGold Mining Inc. ("HighGold"), a wholly-owned subsidiary of the Company, intend to complete a plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement is anticipated to be completed on August 1, 2019, and will result in the Company transferring certain assets to HighGold consisting of the Company's Johnson Tract Property, Munro-Croesus Project, Golden Perimeter Project, Golden Mile Project, Yukon Project, Lake Shore Rights and all issued and outstanding shares in the capital of J T Mining, Inc. and Epica Gold Inc. (each as further described in the Company's management information circular dated June 27, 2019), and Company shareholders, other than dissenting shareholders, receiving one HighGold share for every three Company shares held. After giving effect to the Arrangement, Company shareholders will collectively own all outstanding HighGold shares proportionate to their ownership of Company shares and Company shareholders will also continue to hold the same number of shares of the Company currently held.
For further information, refer to the Company's management information circular dated June 27, 2019 and news releases dated June 28, 2019 and July 26, 2019, which are available under the Company's profile on SEDAR.
The Payable Date, Record Date, Due Bill Trading Date, Ex-Distribution Date and Due Bill Redemption Date will be as set forth below.
Distribution per Share: |
1/3 of one common share of HighGold Mining Inc. |
Payable Date: |
August 1, 2019 |
Record Date: |
July 31, 2019 |
Due Bill Trading Date: |
July 30, 2019 |
Ex-Distribution Date: |
August 2, 2019 |
Due Bill Redemption Date: |
August 6, 2019 |
No fractional shares of HighGold will be distributed to shareholders, and, as a result, all fractional amounts arising under the Arrangement will be rounded down to the next whole number without any compensation therefor.
DUE BILL TRADING:
The Company has declared a distribution of one-third (1/3) of one common share of HighGold per one common share held in the Company, which is payable on August 1, 2019, to shareholders of record as at the close of business on July 31, 2019. The common shares of the Company will commence trading on a "due bill" basis effective from the opening on July 30, 2019 until August 1, 2019 inclusively. Sellers of the shares from July 30, 2019 to and including August 1, 2019 will not be entitled to the distribution. The shares will commence trading on an ex-distribution basis effective at the opening on August 2, 2019.
________________________________________
JERVOIS MINING LIMITED ("JRV")
BULLETIN TYPE: Plan of Arrangement
BULLETIN DATE: July 26, 2019
TSX Venture Tier 1 Company
Pursuant to a resolution passed by the shareholders of the Jervois Mining Limited ("Jervois") on July 18, 2019 and a special resolution passed by the shareholders of eCobalt Solutions Inc. ("eCobalt") on July 19, 2019, eCobalt and Jervois have completed a plan of arrangement (the "Plan of Arrangement") under Section 288 of the Business Corporations Act (British Columbia). The Plan of Arrangement was completed on July 24, 2019, and has resulted in Jervois acquiring all of the issued and outstanding shares of eCobalt in exchange for issuing 1.65 ordinary shares of Jervois for each eCobalt share held. eCobalt shares will be delisted at market close on July 26, 2019.
Post - Arrangement:
Capitalization: |
unlimited |
shares with no par value of which |
549,713,530 |
shares are issued and outstanding |
|
Escrow: |
s |
None |
The trading symbol and CUSIP remain the same.
For further information, please refer to Jervois news releases dated April 1, 2019 and July 24, 2019.
________________________________________
M3 METALS CORP. ("MT ")
[formerly ML GOLD CORP. ("MLG")]
BULLETIN TYPE: Name Change
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Pursuant to a directors' resolution passed July 16, 2019, the Company has changed its name as follows: M3 Metals Corp. There is no consolidation of capital.
Effective at the opening, Tuesday, July 30, 2019, the common shares of M3 Metals Corp. will commence trading on TSX Venture Exchange, and the common shares of ML Gold Corp. will be delisted. The Company is classified as a 'Mineral Exploration/Development' company.
Post - Consolidation
Capitalization: |
Unlimited shares with no par value of which |
29,802,273 shares are issued and outstanding |
|
Escrow: |
Nil common shares |
Transfer Agent: |
TSX Trust Company |
|
Trading Symbol: |
MT |
(NEW) |
CUSIP Number: |
55379R107 |
(NEW) |
________________________________________
NEX COMPANIES
RESOURCE CAPITAL GOLD CORP. ("RCG.H")
BULLETIN TYPE: Delist
BULLETIN DATE: July 26, 2019
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 4, 2019, effective at the close of business on Tuesday, July 30, 2019, the common shares of Resource Capital Gold Corp. (the "Company") will be delisted from TSX Venture Exchange as a result of the Company's failure to maintain Exchange Requirements.
_______________________________
19/07/26 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN TYPE: Notice to Issuers
BULLETIN DATE: July 26, 2019
Re: Appeals of Exchange Decisions
Effective immediately, TSX Venture Exchange (the "Exchange") has amended its Corporate Finance Manual in relation to the appeal of Exchange decisions to include a new process for the reconsideration of a decision by a minimum of one and up to three senior officers of the Exchange.
The Exchange's Rule Book previously provided an Issuer with the ability to request to have decisions made by the Exchange reviewed by a Listed Company Review Panel, and set out the procedure pursuant to which the Listed Company Review Panel was to conduct its reviews. The provisions of the Rule Book regarding such reviews of listing-related decisions have been deleted, and the Corporate Finance Manual now includes the following process regarding appeals by Issuers:
- Time for appeal: The Exchange must receive a written request for an appeal within 30 calendar days of the Exchange's decision. This timeframe replicates the timeframe for appeals of Exchange decisions set out in securities legislation in both Alberta and British Columbia, which still remain in full force and effect.
- Request appeal in writing: The Issuer must provide a written request for an appeal and written submissions in support of the appeal. Written submissions are the mechanism for providing Issuers with an opportunity to be heard. These submissions can be written with or without the assistance of legal counsel, which provides Issuers with a cost efficient means by which to be heard. Requiring written submissions also helps the Exchange fully appreciate the Issuer's concerns with the initial decision, which enables the senior officer(s) to properly consider the matter at the appeal.
- Appeal heard by one to three senior officers: At the discretion of the Exchange, the appeal will be heard by a minimum of one and up to three senior officers of the Exchange. The Exchange has determined that in cases of particular complexity, it is beneficial for the Exchange to have the option to have more than one person make the appeal decision.
Specifically, the Exchange is amending the Corporate Finance Manual (a) to add a new section 5 to Policy 1.1 – Interpretation ("Policy 1.1"), (b) to delete section 5 of Policy 2.9 – Trading Halts, Suspensions and Delisting ("Policy 2.9"), and (c) to make certain housekeeping amendments to definitions in Policy 1.1 (the amendments to the Exchange's Corporate Finance Manual are collectively referred to as the "Corporate Finance Manual Amendments"). Additionally, the Exchange is amending the Exchange's Rule Book to delete certain sections of Rule B.1.00 – Power to List and Delist, Rule E.2.00[A] – Hearings General and Rule E.2.00[C] – Listed Company Reviews (collectively, the "Rule Book Amendments", and together with the Corporate Finance Manual Amendments, the "Amendments").
The full text of the Corporate Finance Manual Amendments, along with blacklines to the previously existing versions of Policy 1.1 and Policy 2.9, are now available on the Exchange's website at the following page:
Please refer to http://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-venture-exchange-issuer-resources/tsx-venture-exchange-corporate-finance-manual/tsxv-corporate-finance-bulletins?lang=en for Appendix A and Appendix B.
It should be noted that the foregoing is a summary only. The full text of the amended Policy 1.1 and Policy 2.9 should be reviewed to ascertain the full extent of the Amendments. If you have any questions about this Bulletin, please contact:
Charlotte Bell |
Senior Policy Counsel |
604-643-6577 |
|
Kyle Araki |
Director, Capital Formation (Calgary) |
403-218-2851 |
|
Tim Babcock |
Managing Director, Capital Formation (Toronto) |
416-365-2202 |
|
Andrew Creech |
Director, Capital Formation (Vancouver) |
604-602-6936 |
|
Sylvain Martel |
Director, Capital Formation (Montréal and Toronto) |
514-788-2408 |
________________________________________________
ALEXANDRIA MINERALS CORPORATION ("AZX")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Further to the bulletin dated May 3, 2017 with respect to the option to acquire an undivided 80% interest in the Centremaque Property located in Quebec, TSX Venture Exchange has accepted for filing an Amendment to Mining Option Agreement dated April 20, 2019 between the Company and Golden Valley Mines Ltd. whereby an extension has been granted to incur $500,000 in exploration expenditures from April 20, 2019 to July 31, 2019. In consideration for the extension, the Company will issue 500,000 common shares to Golden Valley.
________________________________________
ALEXANDRIA MINERALS CORPORATION ("AZX")
BULLETIN TYPE: Halt
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Effective at 9:09 a.m. PST, July 26, 2019, 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.
________________________________________
ALEXANDRIA MINERALS CORPORATION ("AZX")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Effective at 10:30 a.m. PST, July 26, 2019, shares of the Company resumed trading, an announcement having been made.
________________________________________
COTINGA PHARMACEUTICALS INC ("COT")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an offering of CDN$299,970 principal amount of senior secured non-convertible debentures (the "Debentures") to arms-length and non-arms-length subscribers (collectively the "Lenders"). Maturing one (1) year from issuance the Debentures will carry an interest rate of 10% per annum.
Additionally, the Exchange has accepted the issuance of 2,999,700 non-transferable bonus warrants to be issued to the Lenders in connection with the offering.
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Warrants |
Alison Silva |
Y |
250,000 |
John Drake |
Y |
500,000 |
Each bonus warrant is exercisable into one common share at $0.10 for a one (1) year period.
For further details, please refer to the Company's news release dated June 04, 2019 and May 22, 2019.
_______________________________
DALMAC ENERGY INC. ("DAL")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to an Agreement for the Sale of Property dated April 29, 2019 between the Company and 1175317 Alberta Ltd. (the "Purchaser"), a company wholly-owned by John Babic, President, CEO and a Director of the Company, whereby the Company agreed to sell to the Purchaser its Fox Tank Creek Farm for cash consideration of $380,000 (the "Disposition").
The Disposition was announced in the Company's news release dated April 29, 2019.
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
John Babic |
Y |
Nil |
________________________________________
DISCOVERY METALS CORP. ("DSV")
BULLETIN TYPE: Halt
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Effective at 9.19 a.m. PST, July 26, 2019, 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.
________________________________________
FALCON GOLD CORP. ("FG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the second and final tranche of a Non-Brokered Private Placement announced May 6, 2019 and June 12, 2019:
Number of Shares: |
3,100,000 shares |
Purchase Price: |
$0.025 per share |
Warrants: |
3,100,000 share purchase warrants to purchase 3,100,000 shares |
Warrant Exercise Price: |
$0.05 for a two year period |
Number of Placees: |
6 Placees |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated July 18 & 24, 2019 announcing the closing of the private placement and setting out the expiry date of the hold periods. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
FRANKLY INC. ("TLK")
BULLETIN TYPE: Private Placement, Non-Brokered
ULLETIN DATE: July 26, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 1, 2019:
Number of Shares: |
26,914,285 shares |
Purchase Price: |
$0.35 share |
Warrants: |
13,457,142 share purchase warrants to purchase 13,457,142 shares |
Warrant Exercise Price: |
$0.65 for a period of 2 years |
Number of Placees: |
63 Placees |
Insider / Pro Group Participation:
Name |
Insider=Y / ProGroup=P |
# of Shares |
Tom Rogers |
Y |
386,100 |
Steve Zenz |
Y |
115,830 |
Louis Schwartz |
Y |
1,571,575 |
Mike Munoz |
Y |
75,290 |
Omar Karim |
Y |
144,788 |
John Wilk |
Y |
102,317 |
Aggregate Pro Group Involvement [9 Placees] |
P |
1,412,855 |
Broker/Finder's Fee: |
An aggregate of $510,668.27 in cash payable to Kevin Reid (the "Finder"). Additionally, the Finder received 1,459,052 finder's warrants exercisable at a price of $0.35 for a period of 24 months. Each finder's warrant entitles holder to receive one common share and one half of one common share purchase warrant (each whole warrant is exercisable into one common share at $0.65 per share for a period of 2 years). |
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.
For further details, please refer to the Company's news releases dated May 1, May 13, May 17 and May 23, 2019.
________________________________________
K92 MINING INC. ("KNT")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: July 26, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 25, 2019:
Convertible Debenture: |
US$15,000,000 |
Conversion Price: |
Convertible into 10,874,176 common shares |
Maturity date: |
24 months |
Interest rate: |
3 month LIBOR plus 10% |
Number of Placees: |
1 placee |
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.
________________________________________
KDA GROUP INC. ("KDA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement announced on December 17, 2018:
Number of Shares: |
21,500,000 class A shares |
Purchase Price: |
$0.15 per class A share |
Number of subscribers: |
3 subscribers |
Insider / Pro Group Participation: |
Nil |
Finder's Fee: |
An arm's length finder received a cash payment of $18,000 and 120,000 non-transferable warrants to purchase 120,000 class A shares at an exercise price of $0.15 per share until March 21, 2021. |
The Company has issued press releases confirming the closing of the Private Placement dated March 21, 2019 and July 18, 2019.
__________________________________________________
NEVADA SUNRISE GOLD CORPORATION. ("NEV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 15, 2019:
Number of Shares: |
3,750,000 shares |
Purchase Price: |
$0.05 per share |
Warrants: |
3,750,000 share purchase warrants to purchase 3,750,000 shares |
Warrant Initial Exercise Price: |
$0.10 |
Warrant Term to Expiry: |
2 Years |
Number of Placees: |
18 Placees |
Insider / Pro Group Participation:
Name |
Insider=Y / |
# of Shares |
Warren Stanyer |
Y |
200,000 |
Michael Sweatman |
Y |
80,000 |
MBP Management Ltd. |
Y |
100,000 |
(Brent Petterson) |
Finder's Fee: |
|
Haywood Securities Inc. |
$1,750.00 cash; 35,000 warrants |
Finder Warrant Initial Exercise Price: |
$0.06 |
Finder Warrant Term to Expiry: |
Expire 2 years from closing. Non-transferable. |
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.
________________________________________
OROCO RESOURCE CORP. ("OCO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for expedited filing documentation pertaining to a Letter Agreement dated July 11, 2019 between Minera Xochipala S.A. de C.V., a wholly owned subsidiary of Oroco Resource Corp. (the 'Company') as a purchaser, and Santo Tomas Metals, S.A. de C.V. (Ubaldo Trevizo Ledezma), as vendor, pursuant to which the Company as an option to purchase a 80% interest in a 766.7143 hectare mineral concession in Sinaloa State, Mexico, known as the Rossy concession. In consideration, the Company will make payments totalling US$125,000, issue 300,000 shares over an 18 month period and make ongoing yearly payments of $25,000 from July 2020 onwards. The acquisition is subject to a 1.5% net smelter royalty.
________________________________________
PELANGIO EXPLORATION INC. ("PX")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 26, 2019
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to an option agreement (the "Agreement") dated June 27, 2019 between two arm's length parties (collectively, the "Optionors"), and Pelangio Exploration Inc. (the "Company"). Pursuant to the Agreement, the Company shall have to option to acquire up to a 90% proportionate legal and beneficial interest in seven mineral claims located in the La Ronge area, Northern Mining District, Saskatchewan (the "Property").
In order to earn a 51% interest in the Property, the Company must pay aggregate exploration expenditures of $135,000, issue an aggregate of 50,000 shares to the Optionors, and pay the Optionors an aggregate of $25,000.
In order to earn an additional 39% interest in the Property, the Company must pay additional aggregate exploration expenditures of $150,000 and pay the Optionors an additional aggregate of $50,000.
For more information, refer to the Company's news release dated July 15, 2019.
________________________________________
PLATEAU ENERGY METALS INC. ("PLU")
BULLETIN TYPE: Halt
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Effective at 10:20 a.m. PST, July 26, 2019, 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.
________________________________________
SONORO METALS CORP. ("SMO")
BULLETIN TYPE: Halt
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
Effective at 9.17 a.m. PST, July 26, 2019, 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.
________________________________________
XIMEN MINING CORP. ("XIM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 26, 2019
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 17, 2019:
Number of Shares: |
480,770 shares |
Purchase Price: |
$0.52 per share |
Warrants: |
480,770 share purchase warrants to purchase 480,770 shares |
Warrant Exercise Price: |
$0.8125 for eighteen months |
Number of Placees: |
1 placee |
_____________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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