TSX Venture Exchange Stock Maintenance Bulletins

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TSX Venture Exchange

Dec 04, 2020, 18:50 ET

VANCOUVER, BC, Dec. 4, 2020 /CNW/ -

TSX VENTURE COMPANIES

FABLED SILVER GOLD CORP. ("FCO")
[formerly Fabled Copper Corp. ("FCO")]
BULLETIN TYPE:  Resume Trading, Property-Asset or Share Purchase Agreement, Private Placement-Brokered, Name Change
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company

Resume Trading

Effective at the opening on December 8, 2020, trading in the shares of Fabled Copper Corp. (Fabled Silver Gold Corp. following the name change) will resume.

Property-Asset or Share Purchase Agreement

TSX Venture Exchange has accepted for filing documentation an option agreement ("Agreement") dated December 4, 2020, between Golden Minerals Company (the "Vendor") and Fabled Copper Corp. (the "Company"). Pursuant to the terms of the Agreement, the Company will have the sole and exclusive right and option to purchase a 100% interest in certain mining claims making up the Santa Maria Mine in the State of Chihuahua, Mexico (the "Property") for a period of two years.

As consideration, the Company will provide the Vendor with a combination of cash payments and common shares satisfied as follows:

  1. 1,000,000 common shares at deemed price $0.07 per common share and US$500,000 in cash provided on the closing date of the transaction;
  2. US$1,500,000 in cash 12 months after the closing date of the transaction; and
  3. US$2,000,000 in cash 24 months after the closing date of the transaction.

In connection with the Agreement, the Company will be assuming a 2% net smelter royalty obligation in respect of three out of the five mining claims on the Property to be paid to certain previous concession holders along with an aggregate of US$480,000 in cash payments as per the scheduled terms.

Upon exercising the option to acquire the Property, the Vendor will retain a 1% net smelter Royalty to the associated mining claims.

Insider / Pro Group Participation: None

For further information, please refer to the Company's news releases dated July 15, 2020 and December 4, 2020.

Private Placement-Brokered

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced July 15, 2020:

Number of Shares:

92,000,000 shares


Purchase Price:

$0.05 per share


Warrants:

92,000,000 share purchase warrants to purchase 92,000,000 shares


Warrant Exercise Price:

$ 0.10 for a two year period


Number of Placees:

65 placees


Agent's Fee:

$368,000 cash and 7,280,000 Agent Warrants payable to Mackie Research Capital Corporation. Each Agent
Warrant will entitle the holder thereof to purchase one unit at an exercise price of $0.05 for a period of 24 months
following the date of satisfaction of the Escrow Release Conditions. Each unit consists of one common share and
one common share purchase warrant, each share purchase warrant being exercisable for until the date that is 24
months following the date of satisfaction of the Escrow Release Conditions.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement on August 14, 2020 and setting out the expiry dates of the hold period(s).

Name Change

Pursuant to a special resolution passed by shareholders on October 19, 2020, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening on December 8, 2020, the common shares of Fabled Silver Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Fabled Copper Corp. will be delisted.  The Company is classified as a 'Metals & Mining' company.

Capitalization:

Unlimited

shares with no par value of which

140,051,903

shares are issued and outstanding

Escrow:

NIL 





Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

FCO

(unchanged)

CUSIP Number:

30317M106

(new)

________________________________________

KAINANTU RESOURCES LTD. ("KRL")
[formerly PLB Capital Corp.  ("PLB.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement-Non-Brokered Name change/New Symbol, Resume Trading,
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated October 29, 2020.  As a result, at the opening on Tuesday, December 8, 2020. the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

QT Agreement
Share Exchange Agreement dated June 16, 2020 ("Share Exchange Agreement"), as amended Aug 5, 2020 ("Amendment Agreement") and October 7, 2020 ("Second Amendment Agreement") (together, the "Agreement") amongst the Company, Kainantu Resources Pte Ltd ("KRPL"), Pacific Energy Consulting Ltd. ("PEC") and the six vendor shareholders of KRPL; Fuato Limited, Season Cove Limited, Snowfields Wealth Management Limited, Tanuki Holdings Limited, Axis Mining and Metals Limited and Game Plan Limited. ("Vendors"), whereby the Company will acquire all the issued and outstanding shares of KRPL, which holds an interest in the Kainantu Project, through an Option Agreement and Services Agreement between Kainantu Resource Ltd. ("KRL PNG") (a wholly owned subsidiary of KRPL) and PEC.

Consideration under the Agreement consists of:

  • 20,000,000 shares to all Vendors, proportional to their ownership of KRPL; and.
  • 5,000,000 Deferred Consideration Shares to be issued to all Vendors, proportional to their ownership of  KRPL as of closing for no additional consideration upon establishing and publishing a NI 43-101 compliant inferred resource.

A corporate finance fee of 490,000 warrants exercisable @ $0.40 for 36 months will be paid to PI Financial in connection with the Qualifying Transaction.

In addition, the Exchange has accepted for filing the following:

Non-Brokered Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 26, 2020:

Number of Shares:

20,500,000 shares


Purchase Price:

$0.20 per share


Warrants:

10,250,000 share purchase warrants to purchase  shares


Warrant Exercise Price:

$0.40 for a three year period, subject to early acceleration


Number of Placees:

82 placees


Insider / Pro Group Participation:



Name

Insider=Y /
ProGroup=P

# of Shares

Matthew Jonathon Rayden Salthouse

Y

826,270

Geoffrey Allan Lawrence

Y

2,463,866

Bart Richard Lendrum

Y

1,000,000



Finder's Fee:

Cash of $38,220 and 572,400 Units (7%) and Brokers Warrants of 763,700 (7%) 
payable to 4Front Capital Partners Inc., Each Broker Warrant is convertible to
one share @ $0.20 for 3 years

Finder's Fee:

Finder Warrants of 437,000 (4%) payable to Oceanside Group Ltd., Each Finder
Warrant is convertible to one share @ $0.20 for 3 years

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), 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).

Name Change:
The Company has changed its name to KAINANTU RESOURCES LTD..  There is no consolidation of capital.

Effective at the opening on Tuesday, December 8, 2020, the common shares of KAINANTU RESOURCES LTD.  will commence trading on TSX Venture Exchange, and the common shares of PLB Capital Corp.  will be delisted.  The Company is classified as a 'Exploration and Mining Company'.

Effective at the open on Tuesday, December 8, 2020, trading in the Company's shares will resume.

The Exchange has been advised that the above transactions have been completed.
Further information on these transactions is available on the Company's SEDAR profile, in the Filing Statement dated October 29, 2020 and news releases from June 16, 2020 to Dec 3, 2020

Capitalization:

Unlimited

shares with no par value of which

45,072,400

shares are issued and outstanding

Escrow:

2,000,000

shares subject to CPC escrow


10,117,629

shares subject to Tier 2 Value escrow, plus 5,000,000

 Deferred Consideration Shares if as and when issued.

Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

KRL

(new)

CUSIP Number:

48301H107

(new)


Company Contact:

Matthew Salthouse

Company Address:

3 Philip St, #19-01 Royal Group Building, Singapore, 048693 

Company Phone Number:

+ 65 6920 2020

Company Fax Number:

+ 65 6920 2121

Company Email Address:

[email protected]

________________________________

UCORE RARE METALS INC. ("UCU")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  December 4, 2020
TSX Venture Tier  2 Company

Pursuant to a special resolution passed by shareholders on December 3, 2020, the Company has consolidated its capital on a ten (10)  old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening, Friday, December 11, 2020, the  shares of Ucore Rare Metals Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.

Post - Consolidation

Capitalization:

Unlimited

shares with no par value of which

41,049,982

shares are issued and outstanding

Escrow

Nil

shares are subject to escrow


Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

UCU

(UNCHANGED)

CUSIP Number: 

90348V 30 1

(new)

________________________________________

20/12/04 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

DOLLY VARDEN SILVER CORPORATION ("DV")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 22, 2020:

Number of Shares:

7,070,000 Flow-through shares

Purchase Price:

$1.00 per Flow-through share


Number of Shares:

807,846 Non Flow-through shares

Purchase Price:

$0.89 per Non Flow-through share


Number of Placees:

47 placees


Insider / Pro Group Participation:


Name

Insider=Y /
ProGroup=P

# of Shares

Hecla Canada Ltd.

Y

807,846


Finder's Fee:

Mackie Research Capital Corp. $148,500 cash payable.

Eventus Capital Corp. $249,000 cash payable.

Accilent Capital Management Inc. $6,000 cash payable.

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.

________________________________________

ENGINE MEDIA HOLDINGS, INC. ("GAME")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  December 04, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 40,000 common shares at a deemed value of CDN$7.35 per share to settle outstanding debt for CDN$294,000.

Number of Creditors:

2 Creditors

The Creditors are two (2) former Directors and Insiders of the Company.

For further details, please refer to the Company's news release dated November 20, 2020. The Company shall issue a news release when the shares are issued and the debt is extinguished.

________________________________________

FALCO RESOURCES LTD. ("FPC")
BULLETIN TYPE:  Private Placement - Non-Brokered, Convertible Debenture
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement as announced on a news release dated November 18, 2020:

Convertible Debenture:

$17,596,136


Conversion Price:

Convertible into 31,992,975 shares at a conversion price of $0.55 per common share


Maturity date:

December 31, 2022


Interest rate:

7.0 % per annum


Warrants:

10,664,324 share purchase warrants to purchase 10,664,324 shares


Warrants Exercise Price:

$0.69 per share for a period of 24 months following the closing of the private
placement


Number of Placees:

1 Placee


Insider / ProGroup Participation:




Name

Insider = Y / ProGroup = P

Convertible Debenture

Osisko Gold Royalties Ltd.

Y

$17,596,136


Finder's Fee:

None

The Company has confirmed the closing of the Private Placement in a news release dated November 27, 2020.

RESSOURCES FALCO LTÉE (« FPC »)
TYPE DU BULLETIN: Placement privé sans l'entremise d'un courtier, Débenture Convertible
DATE DU BULLETIN:  4 décembre 2020
Société du groupe 2 de TSX Croissance

Bourse de Croissance TSX (la « Bourse ») a accepté le dépôt de la documentation de la société en vertu d'un placement privé sans l'entremise d'un courtier tel qu'annoncé dans un communiqué de presse daté du 18 novembre 2020:

Débenture convertible:

17 596 136 $


Prix de conversion:

Le capital est convertible en 31 992 975 actions ordinaires à un prix de
conversion de 0,55 $ par action


Date d'échéance:

31 décembre 2022


Taux d'intérêt:

7 % par année


Bons de souscription :

10 664 324 bons de souscription permettant de souscrire à 10 664 324 actions


Prix d'exercice des bons :

0,69 $ par action pour une période de 24 mois suivant la clôture du placement
privé


Nombre de souscripteurs:

1 souscripteur


Participation d'initiés / Groupe Pro:


Nom

Initié = Y / Groupe Pro = P

Débenture Convertible

Osisko Gold Royalties Ltd.

Y

17 596 136 $



Honoraires d'intémédiation: Aucun

La société a confirmé la clôture du placement privé dans le communiqué de presse daté du 27 novembre 2020.

___________________________________

GIYANI METALS CORP. ("EMM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  December 4, 2020
TSX Venture Tier  2 Company

Effective at  10:37 a.m. PST, Dec. 04, 2020, 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.

________________________________________

LITE ACCESS TECHNOLOGIES INC. ("LTE")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 1  Company

Effective at  11:15 a.m. PST, Dec. 04, 2020, shares of the Company resumed trading, an announcement having been made.

________________________________________

NANO ONE MATERIALS CORP. ("NNO")
BULLETIN TYPE:  Prospectus-Unit Offering
BULLETIN DATE:  December 4, 2020May 11, 2001
TSX Venture Tier 2 Company

Effective October 26, 2020, the Company's Prospectus dated October 26, 2020 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta, British Columbia,  New Brunswick, and Ontario, Securities Commission, pursuant to the provisions of the Alberta, British Columbia,  New Brunswick, and Ontario  Securities Act. 

TSX Venture Exchange has been advised that closing occurred on October 29, 2020, for gross proceeds of $14,369,488. (5,282,900 Units @ $ $2.72)

Agents:

Eight Capital and Gravitas Securities Inc.


Offering:

5,282,900  units.  Each unit consisting of one share and one-half of one Common
Share purchase warrant. Each Warrant will entitle the holder to purchase one
Common Share at an exercise price of $3.55 at any time for a period of two (2)
years following the Closing Date (as defined herein).


Unit Price:

$2.72 per unit


Warrant Exercise Price/Term:

$3.55 per share to October 29, 2022.


Agents' Warrants:

422,632 non-transferable warrants exercisable to purchase one share at
$2.72 per share to December XX, 2022.

Corporate finance shares:

39,621 shares were issued to each of Eight Capital and Gravitas Securities Inc.

Further information is available on the Company's SEDAR profile in the Prospectus dated October 26, 2020 and News release dated from October 14, 2020 to October 29, 2020

________________________________________

NG ENERGY INTERNATIONAL CORP. ("GASX")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Loan Agreement dated August 19, 2020 with seven related and unrelated lenders for a secured loan of US$2.5 million in consideration of the Company's disposition of a 3% overriding royalty interest on the 72% working interest in all gross production from the SN-9 Block located in Cordoba, Colombia.  The loan bears interest at 15% per annum for two years.  An additional 3% overriding royalty interest may be granted in the event the US$2.5 million loan is converted at the option of the lenders.

________________________________________

RENAISSANCE OIL CORP. ("ROE")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: December 4, 2020 
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,782,564 shares to settle outstanding debt for $126,027.40 of accrued interest owing on a convertible debenture issued March 6, 2019.

Number of Creditors:

4 Creditors

The Company shall issue a news release when the shares are issued and the debt extinguished.

________________________________________

ST. JAMES GOLD CORP. ("LORD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company]

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 22, 2020:

Number of Shares:

2,000,000 shares


Purchase Price:

$0.12 per share


Warrants:

2,000,000 share purchase warrants to purchase 2,000,000 shares


Warrant Exercise Price:

$0.12 for a one year period


Number of Placees

7 placees


Insider / Pro Group Participation:

Name

Insider=Y /  
ProGroup=P

# of Shares

Zijian Wu

Y

364,166

Logan B. Anderson

Y

50,000

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), 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.]

________________________________________

TUDOR GOLD CORP. ("TUD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 4, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 30, 2020:

Number of Shares:

1,448,623 flow through shares


Purchase Price:

$3.40 per flow through share


Number of Placees:

12 placees


Finder's Fee:

BlackBridge Capital Management Corp. receives $261,011 and 51,179 non-
transferable warrants, each exercisable for one share at a price of $3.40 for
12 months. 

Leede Jones Gable Inc. receives $30,000 and 5,882 non-transferable warrants,
each exercisable for one share at a price of $3.40 for 12 months.

Accilent Capital Mangement Inc. receives $4,508 and 884 non-transferable
warrants, each exercisable for one share at a price of $3.40 for 12 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 November 30, 2020. [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.]

________________________________________

USHA RESOURCES LTD. ("USHA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  December 04, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Nov 02, 2020:

Flow-Through Shares:

Number of FT Shares:

487,000 flow through shares


Purchase Price:

$0.25 per flow through share


Warrants:

243,500 share purchase warrants to purchase 243,500 shares


Warrant Initial Exercise Price:

$0.35


Warrant Term to Expiry:

2 Years


Non Flow-Through Shares:


Number of Non-FT Shares:

2,665,268 non flow through shares


Purchase Price:

$0.20 per non flow through share


Warrants:

1,332,635 share purchase warrants to purchase 1,332,635 shares


Warrant Initial Exercise Price:

$0.30


Warrant Term to Expiry:

2 Years


Number of Placees:

40 Placees


Insider / Pro Group Participation:



Name

Insider=Y / 
Pro-Group=P

# of Shares



Deepak Varshney

Y

100,000

Navin Varshney

Y

100,000

Aggregate Pro-Group Involvement [2 Placees]

P

60,000



Finder's Fee:


PI Financial Corp.

$2,520.00 cash; 11,550 warrants



Haywood Securities Inc.

$262.50 cash; 1,050 warrants    



Finder Warrant Initial Exercise Price:

$0.30


Finder Warrant Term to Expiry:

Finder's issued for FT are exercisable at $0.35. Both are subject to acceleration.

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.

________________________________________

SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]

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