VANCOUVER, BC, Oct. 12, 2022 /CNW/ -
TSX VENTURE COMPANIES
NEXUS GOLD CORP. ("NXS")
BULLETIN TYPE: Plan of Arrangement, Substitutional Listing, Delist
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
Plan of Arrangement:
The Exchange has approved Nexus Gold Corp.'s ("Nexus Gold") plan of arrangement (the "Plan of Arrangement"), which includes certain matters, as outlined below.
The Plan of Arrangement was approved by Nexus Gold shareholders on August 4, 2022 pursuant to a resolution passed by Nexus Gold shareholders. Nexus Gold received a final order from the Supreme Court of British Columbia on September 8, 2022 in connection with the Plan of Arrangement.
The Plan of Arrangement involves the spinout of Nexus Metals Corp. ("Nexus Metals") and its Canadian resource projects to shareholders. In anticipation of completion of the Plan of Arrangement, the Company has transferred all of its rights to the Canadian projects to Nexus Metals. A total of 45,390,460 shares of Nexus Metals will be distributed on a pro rata basis to shareholders of Nexus Gold. Based on the current outstanding share capital of Nexus Gold, it is anticipated that this will result in Nexus Gold shareholders receiving approximately one Nexus Metals share for every seven shares held in Nexus Gold.
Additionally, pursuant to the Plan of Arrangement, Nexus Gold shareholders will receive New Shares (as defined below) of Nexus Gold in exchange for Old Shares (as defined below).
The Plan of Arrangement is fully described in Nexus Gold's Information Circular dated June 7, 2022. Refer to Nexus Gold's news releases dated June 29, 2022 and October 12, 2022.
Substitutional Listing:
In accordance with the above-referenced Plan of Arrangement, Nexus Gold shareholders who previously held one common share of Nexus Gold (the "Old Shares") have exchanged their Old Shares for Class A shares of Nexus Gold (the "New Shares"), on a one for one basis.
Accordingly, the New Shares will be listed on the Exchange at the market opening Friday, October 14, 2022.
Capitalization: |
Unlimited common shares with no par value of which |
|
318,733,225 Class A shares are issued and outstanding |
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Escrowed Shares: |
nil |
|
Transfer Agent: |
Computershare Investor Services Inc. |
|
Trading Symbol: |
NXS (UNCHANGED) |
|
CUSIP Number: |
65345J105 (NEW) |
Delist:
In conjunction with the closing of the Plan of Arrangement, the Old Shares of Nexus Gold will be delisted from the Exchange. Accordingly, effective at the close of business Thursday, October 13, 2022 the Old Shares of Nexus Gold will be delisted.
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ST. DAVIDS CAPITAL INC. ("SDCI.P")
BULLETIN TYPE: New Listing-CPC-Shares, HALT
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
The Capital Pool Company's (the 'Company') Prospectus dated July 15, 2022, has been filed with and accepted by TSX Venture Exchange and the Ontario, British Columbia and Alberta Securities Commissions effective July 18, 2022, under the provisions of the respective Securities Acts. The common shares of the Company will be listed and admitted to trading on TSX Venture Exchange, on the effective dates stated below.
The gross proceeds to be received by the Company for the Offering are $217,850 (2,178,500 common shares at $0.10 per share).
Listing Date: |
At the close of business (5:01 p.m. EDT) on October 13, 2022. |
Commence Date: |
At the market open on Friday, October 14, 2022, the common shares will be immediately halted on TSX Venture Exchange pending confirmation of closing. |
The closing of the public offering is scheduled to occur on October 14, 2022. A further notice will be issued upon receipt of closing confirmation.
Corporate Jurisdiction: |
Ontario |
Capitalization: |
Unlimited common shares with no par value of which 5,078,500 common shares are issued and outstanding |
Escrowed Shares: |
2,900,000 common shares |
Transfer Agent: |
TSX Trust Company |
Trading Symbol: |
SDCI.P |
CUSIP Number: |
78927W105 |
Agent: |
Research Capital Corporation |
Agent's Options: |
217,850 options to purchase one share at $0.10 for a period of 5 years from the date of the trading. |
For further information, please refer to the Company's prospectus dated July 15, 2022. |
|
Company Contact: |
Rocco Racioppo |
Company Address: |
3000 - 77 King Street West, TD Centre North Tower, Toronto, Ontario, M5K 1G8 |
Company Phone Number: |
416-953-7012 |
Company email: |
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22/10/12 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
FOBI AI INC. ("FOBI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 12, 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 26, 2022:
Number of Shares: |
3,681,595 shares |
Purchase Price: |
$0.35 per share |
Warrants: |
1,840,795 share purchase warrants to purchase 1,840,795 shares |
Warrant Exercise Price: |
$0.65 for a two-year period |
Number of Placees: |
11 placees |
Insider / Pro Group Participation:
Insider / Pro Group Participation: |
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Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
4 |
401,519 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
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 26, 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.]
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NEW FOUND GOLD CORP. ("NFG")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
The Company's (final) Short Form Base Shelf Prospectus dated July 22, 2022 was filed with and accepted by TSX Venture Exchange (the "Exchange"), and filed with and receipted by the British Columbia Securities Commission and the Ontario Securities Commission on July 22, 2022. Under Multilateral Instrument 11-102 - Passport System the Prospectus is deemed to have been filed with and receipted by the securities regulators for each of the Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, Yukon, Nunavut, and Northwest Territories Securities Commissions.
Further to an "at-the-market" offering of shares made pursuant to a Prospectus Supplement dated August 26, 2022 to the Company's Short Form Base Shelf Prospectus dated July 22, 2022, the Exchange has accepted for filing documentation with respect to the sales set out below under the "at-the-market" offering. The Exchange has been advised by the Company that sales under the "at-the-market" offering during the quarter ending September 30, 2022 occurred for gross proceeds of CDN$440,400.14
Agents: |
BMO Nesbitt Burns Inc., Paradigm Capital Inc. and BMO Capital Markets Corp. |
Offering: |
An aggregate of 87,400 shares during the quarter ended September 30, 2022. |
Share Price: |
Average price of CDN$5.0389 per share during the quarter ended September 30, 2022. |
Agent's Commission: |
An aggregate of CDN$10,349.40 for the quarter ended September 30, 2022. |
For further details, please refer to the Company's news releases dated August 26, 2022, October 11, 2022, Short Form Base Shelf Prospectus dated July 22, 2022 and Prospectus Supplement dated August 26, 2022 filed on SEDAR.
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NORTHERN GRAPHITE CORPORATION ("NGC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 12, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to an option agreement and a subsequent amending agreement (collectively the "Agreement") dated February 21, 2022 and August 19, 2022 respectively, between Northern Graphite Corporation (the "Company") and several arm's length parties. Pursuant to the Agreement, the Company has acquired a 100% interest in 12 mining claims on the Mousseau West Graphite Project (the "Property"), located in Quebec.
CONSIDERATION |
CASH ($) |
SECURITIES |
WORK EXPENDITURES ($) |
To conduct due diligence on the Property To exercise the option to acquire the Property |
$50,000 $500,000 |
N/A 900,000 common shares |
NA NA |
For further details, please refer to the Company's news releases dated February 23, 2022, August 8, 2022, and October 5, 2022.
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NORTHERN SHIELD RESOURCES INC. ("NRN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to an option agreement (the "Agreement") dated September 20, 2022 between the Company, Seabourne Resources Inc. ("Seabourne", a wholly owned subsidiary of the Company), and arm's length parties (the "Optionors"), whereby the Company, through Seabourne, will earn an undivided 100% interest in 6 mineral licenses covering 123 square km near Clarenville, Newfoundland (the "Property").
As consideration, the Company will pay, over five installments during the four-year earn-in period, an aggregate of $215,000 cash, and issue 3,500,000 common shares of the Company at a deemed price of $0.08 per share to the Optionors, as well as expend a minimum of $2,150,000 of exploration expenditures on the Property on or before September 20, 2026. If required, the Company may provide notice to the Optionors, to extend for one year the time for completion of its obligations for 100,000 common shares of the Company on each occasion.
If a rock sample is collected from the Property and returns an assay of equal or greater than 30 g/t gold prior to December 31, 2022, the Company has agreed to increase the consideration to $264,000, 4,200,000 common shares of the Company at a deemed price of $0.08 per common share, and $2,150,000 of exploration expenditures on the Property.
The Optionors will retain a 3.0% Net Smelter Royalty on the Property, of which 1.0% may be repurchased by the Company for $1,500,000. If, in the event that 1 million ounces of gold is indicated with a completion of an NI 43-101, the Company will commence annual payments of $25,000 towards the Royalty for up to five years to a maximum of $125,000 to be deducted from future Royalty payments.
For further information, refer to the Company's news releases dated September 20, 2022.
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NUGEN MEDICAL DEVICES INC. ("NGMD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 12, 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 22, 2022:
Number of Shares: |
6,403,763 shares |
Purchase Price: |
$0.10 per share |
Warrants: |
6,403,763 share purchase warrants to purchase 6,403,763 shares |
Warrant Exercise Price: |
$0.30 for a two (2)-year period |
Number of Placees: |
31 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Units |
Aggregate Existing Insider Involvement: |
4 |
400,000 |
Aggregate Pro Group Involvement: |
2 |
250,000 |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$12,708 |
N/A |
127,080 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.30 for period of two (2) years from the date of issuance.
The Company issued a news release on July 22, 2022 and September 8, 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.
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QMC QUANTUM MINERALS CORP. ("QMC'')
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has consented to the extension in the expiry date of the following warrants:
Number of Warrants: |
4,750,000 |
Original Expiry Date of Warrants: |
October 19, 2022 |
New Exercise Date of Warrants: |
October 19, 2024 |
Exercise Price of Warrants: |
$ 0.16 |
These Warrants were issued pursuant to a private placement of 7,500,000 Common Shares with 7,500,000 share purchase warrants attached to purchase 7,500,000 shares, which was accepted for filing by the Exchange effective October 20, 2020. The 2,750,000 warrants not being extended were previously exercised by the holder thereof.
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TAG OIL LTD. ("TAO")
BULLETIN TYPE: Halt
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, October 12, 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.
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TAG OIL LTD. ("TAO")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 12, 2022
TSX Venture Tier 2 Company
Effective at 8:15 a.m. PST, October 12, 2022, shares of the Company resumed trading, an announcement having been made.
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VOTI DETECTION INC. ("VOTI")
BULLETIN TYPE: Halt
BULLETIN DATE: October 12, 2022
TSX Venture Tier 1 Company
Effective at 6:02 a.m. PST, Oct.12, 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.
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SOURCE TSX Venture Exchange
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