TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Sept. 7, 2022 /CNW/ - TSX VENTURE COMPANIES
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: September 7, 2022
TSX Venture Company
A Cease Trade Order has been issued by the British Columbia Securities Commission on September 6, 2022 against the following company for failing to file the documents indicated within the required time period:
Symbol |
Tier |
Company |
Failure to File |
Period Ending (Y/M/D) |
ALCC.P |
2 |
A-Labs Capital IV Corp. |
Interim financial report for the period.
|
2022/06/30 |
Interim management's discussion and analysis for the period.
|
2022/06/30 |
|||
Certification of interim filings for the period.
|
2022/06/30 |
Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.
________________________________________
NORTHERN SHIELD RESOURCES INC. ("NRN")
BULLETIN TYPE: Consolidation
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
Pursuant to the special resolution passed by shareholders on June 21, 2022, the Company has consolidated its capital on a five (5) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening on Friday, September 9, 2022, the common shares of Northern Shield Resources Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Chromite and PGE (Platinum Group)' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
58,336,710 shares are issued and outstanding
Escrow 359,424 shares are subject to escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: NRN (UNCHANGED)
CUSIP Number: 665720306 (new)
________________________________________
HORIZON COPPER CORP. ("HCU")
[Formerly Royalty North Partners Ltd. ("RNP")]
BULLETIN TYPE: Reverse Takeover-Completed, Name Change, Private Placement-Non-Brokered, Company Tier Reclassification, Remain Halted
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Royalty North Partners Ltd.'s ("RNP") (to be renamed 'Horizon Copper Corp.' (the "Resulting Issuer")) Reverse Takeover (the "RTO") and related transactions, all as principally described in RNP's Management Information Circular dated July 26, 2022 (the "Information Circular"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of assets from Sandstorm Gold Ltd.
Pursuant to an acquisition agreement dated July 22, 2022 between RNP and Sandstorm Gold Ltd. ("Sandstorm") RNP has acquired a 30% equity interest in the Hod Maden project located in Turkey, a 55% interest in the Peninsula Project gold project located in Michigan, US$10 million in cash, and a $43.2 million promissory note previously issued in connection with the acquisition of an approximate 25% equity stake in Entrée Resources Ltd., being collectively assets acquired from Sandstorm under RTO Part A (the "RTO Part A Assets").
As consideration for the RTO Part A Assets, Horizon has provided to Sandstorm a US$200 million gold stream on production from Hod Maden (the "Hod Maden Stream"), approximately 25.5 million common shares in the Resulting Issuer corresponding to approximate 34% equity interest in the Resulting Issuer, and issued a secured convertible promissory note with a principal amount of US$95 million, convertible up to a maximum of 34% of the common shares of the Resulting Issuer, after giving effect to the conversion on a non-diluted basis.
The Exchange has been advised that the RTO was approved by shareholders at RNP's Annual General and Special Meeting of Shareholders held on August 29, 2022.
For further information, see the Information Circular and the news releases dated February 17, 2022, February 22, 2022, March 9, 2022, March 18, 2022, May 2, 2022, May 26, 2022, June 1, 2022, July 26, 2022 and August 31, 2022, which are available under the Resulting Issuer's profile on SEDAR.
2. Name Change
Royalty North Partners Ltd. has changed its name to Horizon Copper Corp.
Effective at the opening on Friday, September 9, 2022, the common shares of Horizon Copper Corp. will be listed on the Exchange and the common shares of Royalty North Partners Ltd. will be delisted. The Resulting Issuer is classified as a 'Mining' company.
Capitalization: Unlimited common shares with no par value of which
74,927,903 common shares are issued and outstanding
Escrow: 29,196,123 shares and 424,000 share purchase warrants are subject to an 18 month staged release escrow agreement
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: HCU (new)
CUSIP Number: 44057J108 (new)
In addition, common shares issuable pursuant to the conversion of the initial US$95 million principal amount of the secured convertible promissory note held by Sandstorm, if and when issued, will be subject to 18 month escrow beginning on the date of final Exchange acceptance of the RTO. For further information, see the Information Circular available under the Resulting Issuer's SEDAR profile.
3. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 22, 2022:
Number of Shares: 34,889,261 shares
Purchase Price: $0.60 per share
Warrants: 34,889,261 share purchase warrants to purchase 34,889,261 shares
Warrant Exercise Price: $0.80 for a five year period
Number of Placees: 147 placees
Insider / Pro Group Participation:
Placees |
# of Placees |
Aggregate # of Shares |
Aggregate Insider Involvement: |
9 |
3,682,199 |
Aggregate Pro Group Involvement: |
9 |
1,801,300 |
Aggregate Cash |
Aggregate # of Units |
Aggregate # of Warrants |
|
Finder's Fee: |
$12,500 |
706,332 units |
N/A |
Finder's Unit Terms: Each unit is comprised of one common share and one share purchase warrant exercisable at a price of $0.80 to acquire an additional common share for a five year period.
RNP issued news releases on March 9, 2022 and March 18, 2022 confirming closing of the private placement.
4. Company Tier Reclassification:
In accordance with Exchange Policy 2.5, the Resulting Issuer has met the requirements for a Tier 1 company. Therefore, effective Friday, September 9, 2022, the Resulting Issuer's Tier classification will change from Tier 2 to:
Classification
Tier 1
The Resulting Issuer is classified as a 'Mining' company.
5. Remain Halted
Trading in the shares of the Resulting Issuer will remain halted pending completion or termination of the second part of the RTO transaction, being the acquisition of a 1.66% net profits interest on the Antamina copper mine from Sandstorm.
___________________________________________
NEX Company:
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: September 7, 2022
NEX Company
A Cease Trade Order has been issued by the British Columbia & Ontario Securities Commissions on September 6, 2022 against the following company for failing to file the documents indicated within the required time period:
Symbol |
Company |
Failure to File |
Period Ending (Y/M/D) |
|
WR.H |
NEX |
Worldwide Resources Corp. |
Interim financial report for the period.
|
2022/06/30 |
Interim management's discussion and analysis for the period.
|
2022/06/30 |
|||
Certification of interim filings for the period.
|
2022/06/30 |
Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.
________________________________________
22/09/07 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
A-LABS CAPITAL V Corp. ("ALBA.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
Effective at 7:30 a.m. PST, Sept. 7, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
BOLD VENTURES INC. ("BOL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to an amended option agreement (the "Agreement") dated July 19, 2022, between an arm's length party (the "Vendor") and Bold Ventures Inc. (the "Company"). Pursuant to the Agreement, the Company has acquired a 100% interest in four (4) mining claims located in northwestern Ontario.
As consideration, the Company shall issue 100,000 shares and pay $20,000 in cash to the Vendor.
For further information, please refer to the Company's press release dated August 3, 2022.
___________________________________
CIELO WASTE SOLUTIONS CORP. ("CMC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 21,428,571 common shares at a deemed price of $0.07 per common share and 5,555,555 common shares at a deemed price of $0.09 per common share to settle outstanding debt for $2,000,000 in aggregate mortgage loans.
Number of Creditors: 1 Creditor
Non-Arm's Length Party / Pro Group Participation: None |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
DIGIHOST TECHNOLOGY INC. ("DGHI")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 19,391 shares at a deemed price of $6.54 per share to one Arm's Length Party, in consideration for an inducement payment pursuant to an employment agreement dated August 23, 2021 with the Company.
For further details, please refer to the Company's news release dated September 7, 2022.
________________________________________
ELECTRIC ROYALTIES LTD. ("ELEC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a royalty purchase agreement dated August 17, 2022 (the "Agreement") between Electric Royalties Ltd. (the "Company") and arm's length party (the "Vendor"), whereby the Company acquired 0.5-per-cent gross revenue royalty on the wholly-owned Zonia copper oxide project in Arizona, United States.
Under the terms of the Agreement, the Company acquires the Royalty by (i) making a $ 1,550,000 cash payment to the Vendor and (ii) issuing 2,000,000 shares at a deemed price of $0.17 per share to World Copper Ltd, an affiliate of the Vendor. The company may, for a period of 15 months after the closing of the transaction, acquire a further 0.5% GRR on the Zonia Project for C$3,000,000 cash consideration. In addition, the company may also at any time within 24 months following the date of a qualifying technical report on the Zonia North Copper Project in Arizona, acquire a 1.0% gross revenue royalty on mining claims comprising the Zonia North Copper Project for an additional payment of $3,000,000 in cash to the Vendor.
For further details, please refer to the Company's news release dated June 13, 2022 and September 06, 2022.
________________________________________
FLYING NICKEL MINING CORP. ("FLYN")
BULLETIN TYPE: Halt
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
Effective at 6:28 a.m. PST, Sept. 7, 2022, 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.
________________________________________
FLYING NICKEL MINING CORP. ("FLYN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
Effective at 8:30 a.m. PST, Sept. 7, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
GLOBAL BATTERY METALS LTD. ("GBML")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 14, 2022, August 2, 2022, August 15, 2022 and August 17, 2022:
Number of Shares: 11,600,000 shares
Purchase Price: $0.10 per share
Warrants: 11,600,000 share purchase warrants to purchase 11,600,000 shares
Warrant Exercise Price: $0.14 for a two year period
Number of Placees: 16 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
1,550,000 |
Aggregate Pro Group Involvement: |
1 |
150,000 |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$9,600 |
N/A |
96,000 Finder's Warrants |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.14 for period of 2 years from the date of issuance.
The Company issued a news release on September 6, 2022 confirming closing of the private placement. 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.]
________________________________________
GRAPHENE MANUFACTURING GROUP LTD. ("GMG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filling an assignment, licence and supply purchase agreement (the "Agreement") dated August 13, 2022 between Graphene Manufacturing Group Ltd. (the "Company") and an arm's length vendor (the "Vendor"). Pursuant to the terms of the Agreement, the company may acquire the manufacturing intellectual property and brand rights of OzKem's Thermal-XR coating products. By way of consideration, the Company will make cash payments totaling $909,000 and will issue a total of 250,413 in shares, at a deemed price of $3.63 per share to the Vendor.
CASH ($) |
SECURITIES |
|
CONSIDERATION |
$909,000 |
250,413 Common Shares |
For further details, please refer to the Company's news release dated August 15, 2022.
________________________________________
PAYCORE MINERALS INC. ("CORE")
BULLETIN TYPE: Halt
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
Effective at 7:42 a.m. PST, Sept. 7, 2022, 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.
________________________________________
PAYCORE MINERALS INC. ("CORE")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
Effective at 9:30 a.m. PST, Sept. 7, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement- Brokered
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on June 2, 2022 and August 11, 2022:
Number of Shares: 12,195,121 common shares
Purchase Price: US$0.205 per common share
Warrants: 6,097,560 share purchase warrants to purchase 6,097,560 shares
Warrant Exercise Price: US$0.27 for a period of 24 months
Number of Placees: 1 Placee
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
1 |
12,195,121 |
Agent's Fee: An aggregate of 487,804 common shares and 2,073,170 broker warrants payable to Cantone Research, Inc. Each broker warrant entitles the holder to acquire one common share at an exercise price of US$0.205 per share for a period of two years.
The Company issued a news release on August 22, 2022, confirming closing of the private placement. 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.
________________________________________
PLAYMAKER CAPITAL INC. ("PMKR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of 100% of the digital assets of underdog dba JuanFutbol ("JuanFutbol"). To acquire JuanFutbol, Playmaker Capital Inc. (the "Company") is required to pay US$400,000 and issue 421,754 common shares at a deemed price of CAD$0.75 per common share to arm's length vendors on closing. In addition, the Company is required to pay up to US$2,115,943 to vendors upon JuanFutbol achieving certain revenue and performance targets from July 1, 2022 to December 31, 2023 (the "Earn-Out Consideration"). A portion of the Earn-Out Consideration can be settled in shares, whereby a maximum of additional 1,447,192 common shares of the Company can be issued to vendors.
For more information, refer to the Company's news releases dated August 3 and August 19, 2022.
_______________________________________
PLURILOCK SECURITY INC. ("PLUR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation the Share Purchase Agreement dated October 21, 2021, as amended on November 30, 2021 and August 26, 2022 (the "Agreement"). Pursuant to the terms of the Agreement, the Company acquired certain assets from an arm's length vendor ("Vendor"). The acquired assets include but are not limited to: intellectual property, licensing agreements, customers, tangible personal property, goodwill, online accounts and websites. An aggregate consideration to the Vendor for the transaction included $700,000 USD cash which was paid upon closing, and a $300,000 USD promissory note with a maturity date of November 15, 2022. The Company also issued to the Vendor 992,755 common shares of the Company at a deemed price of $0.59 per common share ("Consideration Shares"), which, pursuant to an Escrow Agreement, is held in escrow for 18 months.
For further details, please refer to the Company's news releases dated October 21, 2021 and August 29, 2022.
________________________________________
SIMPLY BETTER BRANDS CORP. ("SBBC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 7, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 21, 2022:
Number of Shares: 10,646,929 shares
Purchase Price: $0.295 per share
Number of Placees: 11 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
1 |
440,238 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
The Company issued news releases on July 26, 2022, August 17, 2022, August 29, 2022 and August 31, 2022, confirming closing of the private placement.
________________________________________
TINONE RESOURCES INC. ("TORC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to an agreement dated August 29, 2022, between an arm's length party (the "Vendor") and TinOne Resources Inc. (the "Company"). Pursuant to the agreement, the Company has agreed to acquire a 100-per-cent undivided interest in the Rattler Range tin project in northeastern Tasmania, Australia.
As consideration, the Company shall issue shares equivalent to CDN$100,000 to the Vendor. Shares will be issued at a deemed price per share equal to the greater of a volume-weighted average price calculation and $ 0.10 per share. The property being acquired by the Company will be subject to a 2% net smelter return royalty, which the Company may repurchase one-half at any time for $1,000,000.
For further information, please refer to the Company's press release dated August 30, 2022.
_______________________________________
VALORE METALS CORP. ("VO")
BULLETIN TYPE: Private Placement – Non-Brokered
BULLETIN DATE: September 7, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 19, 2022:
Number of Shares: 7,440,000 common share units ("Units"), each Unit consisting of one common share in the capital of the Company ("Share") and one-half of one Share purchase warrant ("Warrant").
Purchase Price: $0.40 per Unit.
Warrants: 3,720,000 whole Warrants to purchase 3,720,000 Shares.
Warrant Price: $0.60, exercisable for a period of two years from the date of issuance.
Number of Placees: 9 placees.
Insider / Pro Group Participation:
Insider = Y /
Name Pro Group = P Number of Units
Aggregate Existing Insider Involvement
[4 Existing Insiders] Y 6,967,500
Aggregate Pro Group Involvement
[1 Pro Group Member] P 150,000
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Finder Warrants |
|
Finder's Fee: [1 Finder] |
$3,840 |
N/A |
9,600 |
Finder's Warrants are exercisable 2 years from the date of issuance for an exercise price of $0.60 per Finder's Warrant.
The Company issued a news release on August 30, 2022 confirming closing of the private placement. 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 Company:
MUST CAPITAL INC. ("MUST.H")
BULLETIN TYPE: Halt
BULLETIN DATE: September 7, 2022
NEX Company
Effective at 11:25 a.m. PST, Sept. 7, 2022, 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.
__________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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