TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Nov. 9, 2022 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: November 9, 2022
TSX Venture Company
A Cease Trade Order has been issued by the Ontario Securities Commission on November 8, 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) |
SBMI |
2 |
Silver Bullet Mines Corp |
Audited annual financial statements for the year |
2022/06/30 |
Management's discussion and analysis |
2022/06/30 |
|||
Certification of the foregoing filings as |
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.
________________________________________
GINGER BEEF CORPORATION ("GB")
BULLETIN TYPE: Amalgamation, Delist
BULLETIN DATE: November 9, 2022
TSX Venture Tier 1 Company
Amalgamation
Pursuant to a special resolution passed by the shareholders of the Company on November 7, 2022 and the terms of the amalgamation agreement ("Agreement") dated September 9, 2022, as amended pursuant to an amending agreement dated October 3, 2022 between the Company and a non-arm's length vendor (the "Newco"), the Company will go private by completing an amalgamation ("Amalgamation") whereby the Company will amalgamate with the Newco under the Business Corporation Act (Alberta).
As per the terms of the Agreement, holders of the Company's common shares (excluding the shareholders of Newco who own approximately 71.54% of the Company's common shares) will receive CDN$0.25 for every one (1) share of the Company held in cash. The aggregate offer price for the transaction is approximately $950,338.
In connection with the Amalgamation, 1,136,199 stock options of the Company, which are currently outstanding, will terminate if not exercised within 30 days after notice of the Amalgamation has been given to the optionees.
Delist
Effective at the close of business on Friday, November 11, 2022, the common shares will be delisted from TSX Venture Exchange at the request of the Company as the result of the Amalgamation.
For further information, please refer to the Company's news releases dated September 12, 2022, November 7, 2022 and November 8, 2022, and Management Information Circular dated October 6, 2022, which is available on SEDAR.
________________________________________
GOLDEN STAR CAPITAL VENTURES INC. ("GCV.P")
BULLETIN TYPE: New Listing-CPC-Shares, HALT
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
This Capital Pool Company's (the Company) Prospectus dated August 9, 2022 has been filed with and accepted by TSX Venture Exchange and the British Columbia and Alberta Securities Commissions effective August 12, 2022 pursuant to the provisions of the British Columbia Securities Act and Multilateral Instrument 11-102 Passport System in Alberta. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company intends to complete its initial distribution of securities to the public. The gross proceeds to be received by the Company for the Offering will be $200,000 (2,000,000 common shares at $0.10 per share).
Commence Date: |
At the market open November 10, 2022, the Common shares will |
The closing of the public offering is scheduled to occur on November 10, 2022. A further notice will be issued upon receipt of closing confirmation and the trading halt will be lifted.
Corporate Jurisdiction: |
British Columbia |
Capitalization: |
unlimited common shares with no par value of which |
Escrowed Shares: |
2,000,000 common shares will be subject to escrow at the closing of |
Transfer Agent: |
Odyssey Trust Company |
Trading Symbol: |
GCV.P |
CUSIP Number: |
38119D109 |
Agent: |
Research Capital Corporation |
Agent's Warrants: |
160,000 non-transferable warrants. One warrant entitles the holder to |
For further information, please refer to the Company's Prospectus dated August 9, 2022.
Company Contact: |
George Wang |
Company Address: |
1510-789 West Pender St., Vancouver, BC V6C 1H2 |
Company Phone Number: |
236-888-3322 |
Company Email Address: |
________________________________________
GOLDSTORM METALS CORP. ("GSTM")
BULLETIN TYPE: New Listing-Shares, Halt, Private Placement-Non-Brokered
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
New Listing-Shares, Halt
The common shares of Goldstorm Metals Corp. (the "Company" or "Goldstorm") will be listed and will commence trading on TSX Venture Exchange (the "Exchange"), on the effective dates stated below.
Listing Date: |
At the close of business (5:01 p.m. EST) on Thursday, November 10, 2022, the |
Commence Date: |
The common shares of the Company will commence trading on the Exchange on |
The closing of the Arrangement described below is scheduled to occur on November 10, 2022. Trading will be halted, pending confirmation of closing of the Arrangement. A further notice will be issued upon receipt of closing confirmation.
Goldstorm was incorporated under the British Columbia Business Corporations Act on August 5, 2020, primarily for the purpose of carrying out a spin-out by way of Arrangement with Tudor Gold Corp. ("Tudor") (TSXV: TUD).
The purpose of the Arrangement is to reorganize Tudor into two separate publicly traded companies:
(1) |
Tudor, which will remain listed on the Exchange after closing and will focus on the development of its flagship Treaty Creek property; and |
(2) |
Goldstorm, which will focus on exploring and developing the Crown property. The Arrangement provides for Tudor transfer to Goldstorm of a 100% interest in the Crown property, located in British Columbia. The Crown property means, collectively, the six contiguous mineral properties known as "Mackie East", "Mackie West", "Fairweather", "High North", "Delta" and "Orion, plus the mineral property known as "Electrum". |
Goldstorm is classified as a "Gold and Silver Ore Mining" company (NAICS Number: 212220).
The following events will occur upon the effective date (the "Effective Date") of the Arrangement (among other events fully described in the Sixth Amended and Restated Arrangement Agreement dated September 23, 2022):
a) |
Tudor will transfer the Crown Property to Goldstorm in consideration for the issuance by Goldstorm such number of common shares equal to the number of Tudor common shares outstanding as of the Distribution Record Date, multiplied by 0.251 (the "Distributed Goldstorm Shares"). The Distribution Record Date will be the Effective Date of the Arrangement. |
b) |
In the course of a reorganization of the capital of Tudor: (i) renaming and redesignating the Tudor common shares as "Class A" common shares (the "Old Tudor Shares"); and (ii) creating a new class of shares consisting of an unlimited number of common shares without par value (the "New Tudor Shares"); |
c) |
Each issued Old Tudor Share held by a shareholder (other than dissenting shareholders) will be exchanged for: (i) in the case of a participating shareholder, one New Tudor Share and such participating shareholder's pro rata portion (excluding dissenting shareholders) of all of the Goldstorm common shares then held by Tudor, including the Distributed Goldstorm Shares; and (ii) in the case of any other shareholder, one New Tudor Share. |
Upon return of a properly completed letter of transmittal, together with certificates formerly representing Tudor common shares (the Old Tudor Shares) and such other documents as the depositary may require, certificates for the appropriate number of New Tudor Shares and Goldstorm common shares, as applicable, will be distributed. The letter of transmittal is also available under Tudor's profile on SEDAR at www.sedar.com.
The Arrangement was approved by Tudor shareholders on September 7, 2022. Tudor obtained the Final Order with respect to the Arrangement from the Supreme Court of British Columbia on September 29, 2022.
Corporate Jurisdiction: |
British Columbia |
Capitalization: |
Unlimited common shares with no par value of which 64,170,680 common |
Escrowed Shares: |
Nil |
Transfer Agent: |
Computershare Investor Services Inc. |
Trading Symbol: |
GSTM |
CUSIP Number: |
38154G108 |
For further information, please refer to the Listing Application (Form 2B) dated November 8, 2022 of the Company, which is available on SEDAR. Please also refer to the Management Information Circular of Tudor dated August 3, 2022, which is available on SEDAR.
Company Contact: |
Mr. Ken Konkin, President, Chief Executive Officer and Director |
Company Address: |
789, 999 West Hastings Street, Vancouver, BC, V6C 2W2 |
Company Phone Number: |
(604) 360-9322 |
Company Fax Number: |
N/A |
Company Email Address: |
|
Company Web Site Address: |
N/A |
Private Placement-Non-Brokered
In connection with the New Listing noted above, the Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:
Number of Securities: |
10,800,812 non-flow-through units (the "Non-FT Units"). Each Non-FT Unit is
|
327,500 flow-through units (the "FT Units"). Each FT Unit is comprised of one
|
|
3,194,400 flow-through subscription receipts (the "Subscription Receipts"). Upon |
Purchase Price: |
$0.26 per Non-FT Unit |
$0.31 per FT Unit |
|
$0.31 per Subscription Receipt |
Number of Placees: |
27 placees (18, 6 and 3 placees for the Non-FT Units, FT Units, and Subscription |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
615,370 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$97,031.12 |
N/A |
260,052 Warrants |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.26 for period of two years from the date of issuance.
Tudor issued a news release on October 28, 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.
______________________________________
MUSTGROW BIOLOGICS CORP. ("MGRO")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: November 9, 2022
TSX Venture Tier 1 Company
Effective at the opening Friday, November 11, 2022, the shares of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Soil Preparation, Planting, and Cultivating' company.
The Company is presently trading on the Canadian Securities Exchange.
Corporate Jurisdiction: |
Saskatchewan |
Capitalization: |
Unlimited common shares with no par value of which |
Escrowed Shares: |
Nil common shares |
Transfer Agent: |
Computershare Investor Services Inc. |
Trading Symbol: |
MGRO |
CUSIP Number: |
62822A 10 3 |
For further information, please refer to the Company's press release dated November 9, 2022.
Company Contact: Corey Giasson, Chief Executive Officer
Company Address: 1005 – 201 1st Ave. S., Saskatoon, SK, S7K 1J5
Company Phone Number: (306) 668-2652
Company Email Address: [email protected]
________________________________________
TUDOR GOLD CORP. ("TUD")
BULLETIN TYPE: Plan of Arrangement, Substitutional Listing
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
Plan of Arrangement:
TSX Venture Exchange (the "Exchange") has accepted the notice for filing for a plan of arrangement (the "Arrangement") of Tudor Gold Corp. ("Tudor" or the "Company") in connection with the spin-out of Tudor's wholly-owned subsidiary, Goldstorm Metals Corp. ("Goldstorm"). Pursuant to the Arrangement, Tudor shareholders will be entitled to receive, in exchange for each Tudor Share held, one new common share of Tudor (the "New Tudor Shares") and 0.251 of one common share of Goldstorm (a "Goldstorm Share").
The purpose of the Arrangement is to reorganize Tudor into two separate publicly-traded companies:
(3) |
Tudor, which will remain listed on the Exchange after closing of the Arrangement, will focus on the development of its flagship Treaty Creek property; and |
(4) |
Goldstorm, which will focus on exploring and developing the Crown property. The Arrangement provides for Tudor's transfer of a 100% interest in the Crown property to Goldstorm, located in British Columbia. |
The following events will occur on the Effective Date of the Arrangement (among other events fully described in the Sixth Amended and Restated Arrangement Agreement dated September 23, 2022):
d) |
Tudor will transfer the Crown Property to Goldstorm in consideration for the issuance by Goldstorm of such number of Goldstorm Shares equal to the number of Tudor common shares outstanding as of the Distribution Record Date, which is the effective date, multiplied by 0.251 (the "Distributed Goldstorm Shares"); |
e) |
In the course of a reorganization of the capital of Tudor: (i) renaming and redesignating the Tudor common shares as "Class A" common shares (the "Old Tudor Shares"); and (ii) creating a new class of shares consisting of an unlimited number of common shares without par value (the New Tudor Shares); |
f) |
Each issued Old Tudor Share held by a shareholder (other than dissenting shareholders) will be exchanged for: (i) one New Tudor Share and such shareholder's pro rata portion (excluding dissenting shareholders) of all of the Goldstorm Shares then held by Tudor, including the Distributed Goldstorm Shares; and (ii) in the case of any other shareholder, one New Tudor Share. |
Upon return of a properly completed letter of transmittal, together with certificates formerly representing Tudor common shares and such other documents as the depository may require, certificates for the appropriate number of New Tudor Shares and Goldstorm Shares, as applicable, will be distributed. The letter of transmittal is also available under Tudor's profile on SEDAR at www.sedar.com.
The Arrangement was approved by Tudor shareholders on September 7, 2022. Tudor obtained the Final Order with respect to the Arrangement from the Supreme Court of British Columbia on September 29, 2022. It is expected that the closing of the Arrangement will occur on November 9, 2022.
Substitutional Listing:
It is expected that Goldstorm Shares will commence trading on the Exchange at the opening of business on Friday, November 11, 2022, subject to confirmation of closing of the Arrangement. For more information in connection with the listing of Goldstorm Shares, please refer to the Goldstorm Listing Application dated November 8, 2022, that is available on SEDAR and to the Exchange's bulletin for the new listing of Goldstorm Shares dated November 9, 2022, on the Exchange's website at www.tmx.com.
As a result, it is expected that the New Tudor Shares will be listed and admitted to trading on the Exchange on the effective dates stated below in substitution for the currently listed common shares of Tudor. At the same time, the Old Tudor Shares will be delisted. The New Tudor Shares will continue trading under the name Tudor Gold Corp. and the symbol "TUD".
Listing Date: |
At the close of business (5:01 p.m. EST) on Thursday, November 10, 2022. |
It is expected that trading will commence at the opening on Friday, November 11, 2022, after closing of the Arrangement. A further notice will be issued upon receipt of confirmation of closing of the Arrangement.
Commence Date: |
The New Tudor Shares will commence trading on the Exchange at the opening of business on Friday, November 11, 2022, subject to confirmation of closing of the Arrangement. |
Post-Arrangement:
Corporate Jurisdiction: |
British Columbia |
Capitalization: |
Unlimited common shares with no par value of which 198,597,478 common shares issued and outstanding. |
Escrowed Securities: |
None |
Transfer Agent: |
Computershare Trust Company of Canada. |
Trading Symbol: |
TUD (UNCHANGED) |
CUSIP Number: |
89901T109 (new) |
For further information, please refer to the Company's Information Circular dated August 3, 2022, available on SEDAR and news releases dated October 28, 2022 and November 7, 2022.
Company Contact: |
Scott Davis |
Company Address: |
Suite 789, 999 West Hastings Street, Vancouver, BC, V6C 2W2 |
Company Phone Number: |
(604) 558-4300 |
Company Fax Number: |
N/A |
Company Website: |
www.tudor-gold.com |
Company Email Address: |
_____________________________________
22/11/09 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
CAPITAN MINING INC. ("CAPT")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 7, 2022:
Number of Shares: |
16,000,000 shares |
Purchase Price: |
$0.20 per share |
Number of Placees: |
21 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
6 |
3,622,500 |
Aggregate Pro Group Involvement: |
1 |
500,000 |
Finder's Fee: N/A |
The Company issued news releases on October 24, 2022 and November 2, 2022 confirming the closing of the private placement.
________________________________________
JERVOIS GLOBAL LIMITED ("JRV")
BULLETIN TYPE: Halt
BULLETIN DATE: November 9, 2022
TSX Venture Tier 1 Company
Effective at 5:11 a.m. PST, Nov 9, 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.
________________________________________
RECONNAISSANCE ENERGY AFRICA LTD. ("RECO")
BULLETIN TYPE: Halt
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
Effective at 6:43 a.m. PST, Nov. 9, 2022, trading in the shares of the Company was halted,
Single Stock Circuit Breaker; 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.
________________________________________
RECONNAISSANCE ENERGY AFRICA LTD. ("RECO")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
Effective at 6:48 a.m. PST, Nov.9, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
STROUD RESOURCES LTD. ("SDR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,518,750 shares to settle outstanding debt for USD$180,000 (CDN$243,000).
Number of Creditors: 1 Creditor
Non-Arm's Length Party / Pro Group Participation: |
||||
Creditors |
# of |
Amount Owing |
Deemed Price |
Aggregate # |
Aggregate Non-Arm's Length Party Involvement: |
N/A |
N/A |
N/A |
N/A |
Aggregate Pro Group Involvement: |
N/A |
N/A |
N/A |
N/A |
For further details, please refer to the Company's news release dated October 31, 2022. The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
URANIUM ROYALTY CORP. ("URC")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: November 9, 2022
TSX Venture Tier 1 Company
The Company's Short Form Base Shelf Prospectus dated June 16, 2021 (the "Prospectus") was filed with and accepted by TSX Venture Exchange (the "Exchange"), and filed with and receipted by the British Columbia Securities Commission on June 16, 2021, pursuant to the provisions of the Securities Act (British Columbia), which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Prospectus. The Prospectus was also filed under Multilateral Instrument 11-102 Passport System (the "Instrument") in Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and the Northwest Territories. A receipt for the Prospectus is deemed to be issued by the regulators in each of those jurisdictions if the conditions of the Instrument have been satisfied.
Further to an at-the-market offering of shares ("ATM Distribution") made pursuant to Prospectus Supplements dated August 18, 2021 and September 1, 2022 to the Company's Short Form Base Shelf Prospectus dated June 16, 2021, the Exchange has accepted for filing documentation with respect to the sales set out below under the ATM Distribution.
The Exchange has been advised by the Company that sales under the ATM Distribution during the quarter ended October 31, 2022 occurred for gross proceeds of C$796,813 and US$2,123,866, as set out below:
Agents: |
BMO Nesbitt Burns Inc., Canaccord Genuity Corp., Paradigm Capital Inc. and TD Securities Inc., BMO Capital Markets Corp., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC and TD Securities (USA) LLC |
Offering: |
960,571 common shares in aggregate during the quarter ended October 31, 2022 |
Share Price: |
Varying prices during the period from August 1, 2022 to October 31, 2022, with an average sale price of C$3.72 and US$2.84, respectively, for distribution in Canada and the United States. |
Agents' Warrants: |
None. |
Over-allotment Option: |
None. |
Agents' Commission: |
2.5% of the gross proceeds of the Offering, being C$19,920 and US$53,097 in aggregate during the period from August 1, 2022 to October 31, 2022. |
For further information, please refer to the Company's Short Form Base Shelf Prospectus dated June 16, 2021, the Prospectus Supplements dated August 18, 2021 and September 1, 2022, and the news release dated November 7, 2022 which are available under the Company's SEDAR profile.
________________________________________
XANDER RESOURCES INC. ("XND")
BULLETIN TYPE: Correction, Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 9, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated November 3, 2021 ("Bulletin"), the details of the Bulletin should have read as follows:
In consideration, the Company will pay a total of $150,000 cash and issue a total of 3,500,000 shares.
CASH SHARES CUMULATIVE
EXPLORATION
Upon approval $0 600,000 nil
Within 90 days of closing $50,000 1,000,000 nil
Within 6 months of closing $0 nil $120,000
Within 1 year from closing $50,000 1,000,000 $500,000
Upon 2 years from closing $50,000 900,000 $1,250,000
The remainder of the Bulletin remains unchanged.
________________________________________
NEX COMPANY:
PINEDALE ENERGY LIMITED ("MCF.H")
BULLETIN TYPE: Halt
BULLETIN DATE: November 9, 2022
NEX Company
Effective at 6:05 a.m. PST, November 9, 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.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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