VANCOUVER, BC, Sept. 20, 2022 /CNW/ -
TSX VENTURE COMPANIES
CANXGOLD MINING CORP. ("CXG")
[Formerly Golden Dawn Minerals Inc. ("GOM")]
BULLETIN TYPE: Name Change, Symbol Change
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Pursuant to a directors' resolution dated September 7, 2022, the Company has changed its name and symbol as follows. There is no consolidation of capital.
Effective at the opening September 22, 2022, the common shares of Canxgold Mining Corp. will commence trading on TSX Venture Exchange, and the common shares of Golden Dawn Minerals Inc. will be delisted and the trading symbol will change from ('GOM') to ('CXG'). The Company is classified as a 'Mineral Exploration' company.
Capitalization: |
Unlimited shares with no par value of which |
Escrow: |
NIL |
Transfer Agent: |
Computershare Trust Company Of Canada |
Trading Symbol: |
CXG (new) |
CUSIP Number: |
13875F101 (new) |
________________________________________
INSPIRE SEMICONDUCTOR HOLDINGS INC. ("INSP")
[Formerly Greenfield Acquisition Corp. ("GAC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol; Name Change; Resume Trading
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing the Inspire Semiconductor Holdings Inc. (formerly Greenfield Acquisition Corp.) (the "Company") filing statement dated August 14, 2022 that outlines the Qualifying Transaction between the Company and Inspire Semiconductor, Inc. ("Inspire") and includes the following transactions:
The outstanding common shares of the Company were re-designated as "subordinate voting shares" (the "Subordinate Voting Shares") and the Company created a new class of shares in the capital of the Company designated as "proportionate voting shares" (the "Proportionate Voting Shares"). Each Proportionate Voting Shares is convertible into one hundred (100) Subordinate Voting Shares.
Pursuant to the provisions of the merger agreement and plan of reorganization dated May 10, 2022 between the Company, Inspire and Greenfield Subco Inc. (the "Merger Agreement"), as amended on August 14, 2022, the Company acquired all of the issued and outstanding shares of Inspire from its shareholders, in exchange for an aggregate of 31,006,913 newly-issued Subordinate Voting Shares and 1,293,085.46 newly issued Proportionate Voting Shares, such Proportionate Voting Shares being convertible into 129,308,546 Subordinate Voting Shares. The deemed price of each Subordinate Voting Share is $0.11 for aggregate consideration for the acquisition of $17,634,700.
In addition, all of the outstanding stock options of Inspire were exchanged for Subordinate Voting Share purchase options of the Company, on equivalent terms, and on a 1:1 basis, such that the Company has issued 19,684,238 Subordinate Voting Share purchase options to former holders of Inspire stock options.
For additional information refer to the Company's information circular dated August 14, 2022 and filing statement dated August 14, 2022 each of which is filed on SEDAR.
Name Change
Pursuant to resolutions passed by the shareholders of the Company on September 13, 2022, and resolutions of the board of directors of the Company passed on September 19, 2022, the Company has changed its name from 'Greenfield Acquisition Corp.' to 'Inspire Semiconductor Holdings Inc.' effective September 20, 2022.
Effective at the opening Thursday, September 22, 2022, the Subordinate Voting Shares will commence trading on TSX Venture Exchange, and the common shares of Greenfield Acquisition Corp. will be delisted. The Company is classified as a 'Technology' company.
Capitalization: |
Unlimited number of Subordinate Voting Shares with no par value and an unlimited number of Proportionate Voting Shares with no par value of which 51,006,913 Subordinate Voting Shares and 1,293,085.46 Proportionate Voting Shares are issued and outstanding |
Escrow: |
497,729.41 Proportionate Voting Shares will be subject to Tier 2 Surplus escrow. |
12,240.24 Proportionate Voting Shares will be subject to Tier 2 Value escrow. |
|
Transfer Agent: |
Odyssey Trust Company |
Trading Symbol: |
INSP (new) |
CUSIP Number: |
457777100 (new) |
Resume Trading
Effective at the opening on Thursday, September 22, 2022, the Subordinated Voting Shares of Inspire will commence trading and the common shares of Greenfield Acquisition Corp will be delisted.
Company Contact: |
John Kennedy |
Company Address: |
2101 Donley Drive, Suite 101, Austin, Texas, 78758, USA |
Company Phone Number: |
(415) 225-5952 |
Company Fax Number: |
N/A |
Company Email Address: |
________________________________
HALCONES PRECIOUS METALS CORP. ("HPM")
[Formerly Pinehurst Capital II Inc. ("PINH.P")]
BULLETIN TYPE: Qualifying Transaction - Completed/New Symbol, Name Change and Consolidation, Brokered Private Placement, Non Brokered Private Placement and Resume Trading
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing Pinehurst Capital II Inc.'s (the "Company") qualifying transaction ("Transaction") described in its Filing Statement dated September 13, 2022 (the "Filing Statement"). As a result, at the opening on Thursday, September 22, 2022, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:
The Company acquired all of the issued and outstanding shares of Halcones Precious Metals Inc. (the "Target") by way of a three-cornered amalgamation of the Target and a wholly-owned subsidiary of the Company and issued 75,381,580 post-consolidated common shares in the capital of the Company ("Resulting Issuer Shares") to the shareholders of the Target (not including the private placements described below) on September 20, 2022. Pursuant to the Transaction, all shareholders of the Target exchanged their common shares in the capital of the Target ("Target Shares") at an exchange ratio of one Resulting Issuer Share for every one Target Share held. In addition, all outstanding warrants of the Target were exchanged for economically equivalent securities of the Company based on the same exchange ratio.
Immediately prior to the closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of 1 pre-Consolidation common shares to 0.4716981 post-Consolidation common share in the capital of the Company, and changed its name from "Pinehurst Capital II Inc." to "Halcones Precious Metals Corp.".
As a result of the Transaction, an aggregate of 29,000,000 Resulting Issuer Shares are escrowed pursuant to an Exchange Tier 2 Surplus Escrow Agreement. In addition, 943,394 Resulting Issuer Shares remain subject to the CPC Escrow Agreement (as defined in the Filing Statement).
The Resulting Issuer is classified as a Tier 2 Issuer: "All other metal ore mining" (NAICS Number:
212299).
For further information, please refer to the Filing Statement, which is available on SEDAR.
Resumption of Trading
Further to the Exchange's Bulletin dated November 12, 2021, trading in the Resulting Issuer Shares will be resume at the opening on Thursday, September 22, 2022.
Effective at the opening on Thursday, September 22, 2022, the trading symbol for the Company will change from "PINH.P" to "HPM".
Name Change and Consolidation
At the annual and special meeting of shareholders on April 14, 2022, shareholders approved a special resolution approving the Company's share capital consolidation on the basis of 1 pre-consolidation shares for 0.4716981 post-consolidation share as well as a special resolution approving the Company's name change. The name of the Company has been changed from "Pinehurst Capital II Inc." to "Halcones Precious Metals Corp.".
Effective at the opening on Thursday, September 22, 2022, the shares under the name Halcones Precious Metals Corp. will commence trading on the Exchange and the shares under the name Pinehurst Capital II Inc. will be delisted.
Concurrent Private Placement Financing
The Exchange has accepted for filing documentation with respect to a Brokered Private Placement (the "Halcones Financing") described in the November 12, 2021,June 24, 2022, June 30, 2022 and September 8, 2022 press releases. The Halcones Financing was comprised of subscription receipts at a price of $0.30 per subscription receipt. Each subscription receipt was exchanged for one Resulting Issuer common share and one half of one Resulting Issuer common share purchase warrant.
Resulting Issuer shares: |
11,462,200 |
Purchase Price: |
$0.30 per Subscription Receipt |
Warrants: |
5,731,100 share purchase warrants to purchase shares |
Warrant Exercise Price: |
$0.40 until June 24, 2024 |
Number of Placees: |
37 placees |
The Exchange also accepted for filing documentation with respect to a Non Brokered Private Placement of units (the "Units") described in the June 30, 2022 and September 8, 2022 press releases. The Units were issued at a price of $0.30 per Unit. Each Unit was exchanged for one Resulting Issuer common share and one half of one Resulting Issuer common share purchase warrant.
Resulting Issuer shares: |
713,334 |
Purchase Price: |
$0.30 per Unit |
Warrants: |
356,667 share purchase warrants to purchase shares |
Warrant Exercise Price: |
$0.40 until June 24, 2024 |
Number of Placees: |
4 placees |
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.
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
Aggregate Pro Group Involvement: |
10 |
1,246,400 |
In connection with the Halcones Financing, Clarus Securities Inc., iA Private Wealth Inc. and Haywood Securities Inc. (the "Agents") received a commission of $240,706.20 in cash and 802,354 broker warrants entitling the Agents to purchase one share of the Target (and subsequently one Resulting Issuer Share) at $0.30 until June 24, 2024.
The Company has confirmed the closing of the Financings via a press release dated September 8, 2022.
Capitalization: Unlimited number of common shares with no par value of which 90,057,114 shares are issued and outstanding.
Escrow: |
29, 943,394 common shares |
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: |
HPM (new) |
CUSIP Number: |
40539W105 (new) |
Issuer Contact: |
Lawrence Guy, Director |
Issuer Address: |
36 Lombard Street, Floor 4, Toronto, ON M5C 2X3 |
Issuer Phone Number: |
416-930-7660 |
Issuer Email: |
________________________________________
NATURALLY SPLENDID ENTERPRISES LTD. ("NSP")
BULLETIN TYPE: Consolidation
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Pursuant to a resolutions passed by the Directors on July 29, 2022 and by shareholders on August 30, 2022, the Company has consolidated its capital on a (15) old for (1) new basis. The name of the Company has not been changed.
Effective at the opening September 22, 2022, the shares of Naturally Splendid Enterprises Ltd. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Distribution And Marketing' company.
Post - Consolidation
Capitalization: |
Unlimited shares with no par value of which |
Escrow |
Nil shares are subject to escrow |
Transfer Agent: |
Computershare Trust Company of Canada |
Trading Symbol: |
NSP (Unchanged) |
CUSIP Number: |
63902L209 (New) |
________________________________________
22/09/20 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BLUE THUNDER MINING INC. ("BLUE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 4, 2022 & August 18, 2022:
Number of Shares: |
33,333,333 shares |
Purchase Price: |
$0.015 per share |
Warrants: |
33,333,333 share purchase warrants to purchase 33,333,333 shares |
Warrant Exercise Price: |
$0.05 for a three year period |
Number of Placees: |
11 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
21,400,000 |
Aggregate Pro Group Involvement: |
1 |
1,000,000 |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
N/A |
N/A |
N/A |
The Company issued a news release on September 19, 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.
________________________________________
ENEREV5 METALS INC. ("ENEV")
BULLETIN TYPE: Private Placement- Brokered
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on August 04, 2022:
Number of Shares: |
1,600,000 common shares |
Purchase Price: |
CDN$0.05 per common share |
Warrants: |
1,600,000 share purchase warrants to purchase 1,600,000 shares |
Warrant Exercise Price: |
CDN$0.10 for a two (2) year period |
Number of Placees: |
1 Placee |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Broker's Fee: |
IBK Capital Corp. - $7,200 in cash and 160,000 broker warrants |
Each non-transferable broker warrant entitles the holder to acquire one common share at CDN$0.05 for a 24-month period.
The Company issued a news release on August 04, 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.
________________________________________
MINILUXE HOLDING CORP. ("MNLX")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated September 16, 2022, it may repurchase for cancellation up to 2,800,000 shares in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange during the period September 19, 2022 to September 20, 2023. Purchases pursuant to the bid will be made by Canaccord Genuity Corp. on behalf of the Company.
________________________________________
PALAMINA CORP. ("PA")
BULLETIN TYPE: Halt
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Effective at 7:09 a.m. PST, Sept. 20, 2022, trading in the shares of the Company was halted 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.
________________________________________
PALAMINA CORP. ("PA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Effective at 7:45 a.m. PST, Sept. 20, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
ROVER METALS CORP. ("ROVR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
Effective at 6:45 p.m. PST, Sept. 20, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
STRATEGEM CAPITAL CORPORATION ("SGE")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated September 19, 2022, it may repurchase for cancellation, up to 467,576 Class A common shares in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange or other recognized marketplaces during the period September 23, 2022 to September 22, 2023. Purchases pursuant to the bid will be made by Canaccord Genuity Corp. (Baldeep Chahal) on behalf of the Company.
________________________________________
TARKU RESOURCES LTD. ("TKU")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on September 9, 2022:
Number of Shares: |
7,400,000 flow-through shares |
Purchase Price: |
$0.10 per flow-through share |
Number of Placees: |
5 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
Aggregate Pro Group Involvement: |
1 |
200,000 |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$44,400 |
N/A |
434,000 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.15 for a period of 24 months from the date of issuance.
The Company issued a news release on September 9, 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.
________________________________________
TILL CAPITAL CORPORATION ("TIL")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: September 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid and the Officer's Certificate dated September 7, 2022; it may repurchase for cancellation up to 253,700 common shares in its capital stock. The purchases are to be made through the facilities of TSX Venture Exchange or other recognized marketplaces for 12 months beginning September 26, 2022. Purchases pursuant to the bid will be made by Haywood Securities Inc. (John Kutzschan) on behalf of the Company.
________________________________________
SOURCE TSX Venture Exchange
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