VANCOUVER, BC, July 30, 2020 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: July 30, 2020
NEX Company
A Cease Trade Order has been issued by the Ontario Securities Commission on July 29, 2020 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) |
|
JWCA.H |
NEX |
James E. Wagner |
Interim financial statements for the period
|
2020/03/31 |
Management's discussion and analysis
|
2020/03/31 |
|||
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.
________________________________________
DGTL Holdings Inc. ("DGTL")
[formerly Conscience Capital Inc. ("DGTL.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Resume Trading, Private Placement-Non-Brokered, Name Change
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Qualifying Transaction – Completed:
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction ("QT") described in its Filing Statement dated March 30, 2020. As a result, at the opening on Tuesday, August 4, 2020, the Company will no longer be considered as a Capital Pool Company.
The QT consists of the arm's length acquisition of 100% of the issued and outstanding units of Hashoff, LLC ("Hashoff") for the following consideration:
- US$500,000 in cash, payable at closing;
- Up to US$1,500,000 payable pursuant to a 30-month deferred payment schedule, payable every 6 months following January 1, 2021 (the "Cash Payments"). The Cash Payments are dependent on the Resulting Issuer meeting the revenue targets set in the transaction agreement. Failure to meet the revenue targets results in deferral and/or reduction of the payments; and
- 8,335,794 Class A Convertible Preferred Shares (the "Preferred Shares") at a deemed price of $0.47 per Preferred Share for aggregate consideration of $3,917,823. The Company was required to make cash payments in lieu of issuing Preferred Shares to the unitholders of Hashoff that did not qualify as "accredited investors" under the applicable securities laws of the United States. Therefore, the Company paid a total of CAD $42,175.39 in lieu of issuing Preferred Shares.
The Preferred Shares include, without limitation, the following rights, privileges and conditions:
- At any time or times during the period beginning on the date of issuance and ending on the date that is the five (5) year anniversary of the date of issuance, each holder of a Preferred Share is entitled to convert any whole number of Preferred Shares into Common Shares on a one-for-one basis.
- From and after the issuance date of any Preferred Share, cumulative dividends on such Preferred Share will accrue and become payable in arrears on an annual basis at the rate of 4% per annum on the subscription price thereof.
- The Company has the right to redeem all or any part of the then outstanding Preferred Shares at a price of $0.70 per share, together with all accrued and unpaid dividends thereon up to the date fixed for redemption (the whole amount being herein referred to as the "Redemption Price"), at any time. The Redemption Price (less any tax required to be withheld by the Company) will be paid in cash only.
- The Preferred Shares are non-voting securities.
A total of 2,191,202 Preferred Shares issued to Hashoff shareholders are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement. Furthermore, 2,812,339 Preferred Shares are subject to seed share resale restrictions pursuant to the escrow provisions of an Exchange Form 5D - Tier 2 Value Escrow Agreement and each certificate subject to these seed share resale restrictions contains a legend to that effect.
The Company is classified as "Advertising agencies" Issuer (NAICS Number: 541810).
For further information, please refer to the Company's Filing Statement dated March 30, 2020, available on SEDAR.
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated October 31, 2019, trading in the securities of the Resulting Issuer will resume at the opening on Tuesday, August 4, 2020.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement of subscription receipts that were converted into common shares upon closing of the Qualifying Transaction, as announced on January 6, 2020:
Number of Shares: |
3,771,429 common shares |
Purchase Price: |
$0.35 per common share |
Number of Placees: |
55 placees |
Insider / Pro Group Participation: |
|
Name |
Insider=Y / ProGroup=P |
Number of Shares |
John-David A. Belfontaine |
Y |
428,571 |
David Beck |
Y |
14,285 |
Aggregate ProGroup (2 placees) |
P |
192,857 |
Agent's Fee: |
Canaccord Genuity Corp. received $5,267 in cash. |
The Company has confirmed the closing of the Private Placement pursuant to a news release dated April 15, 2020.
Name Change:
Pursuant to a special resolution passed by shareholders on March 5, 2020, the name of the Company has been changed from Conscience Capital Inc. to DGTL Holdings Inc. There is no consolidation of capital.
Effective at the opening on Tuesday, August 4, 2020, the common shares of DGTL Holdings Inc. will commence trading on TSX Venture Exchange and the common shares of Conscience Capital Inc. will be delisted.
Capitalization: |
Unlimited shares with no par value of which 25,834,429 common shares |
|
Escrow: |
10,200,000 common shares and 2,191,202 Preferred Shares, of which |
|
Transfer Agent: |
Computershare Investor Services Inc. – Toronto, Vancouver, Calgary |
|
Trading Symbol: |
DGTL |
(same symbol as CPC but with .P removed) |
CUSIP Number: |
23343T104 |
(NEW) |
The Exchange has been advised that the above transactions have been completed.
Company Contact: |
Mr. Michael Racic, Chief Executive Officer, President, Corporate |
Secretary and Director |
|
Company Address: |
510 – 580 Hornby Street, Vancouver, BC V6C 3B6 |
Company Phone Number: |
(416) 276-4581 |
Company Fax Number: |
(416) 981-3535 |
Company e-mail address: |
|
Company website address: |
https://www.hashoff.com/ |
____________________________________
KONA BAY TECHNOLOGIES INC. ("KBY")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated February 4, 2019, the Exchange has been advised that the Cease Trade Orders issued by the British Columbia Securities Commission dated February 1, 2019 and February 3, 2020 have been revoked.
A news release was also issued on March 2, 2020, announcing that Kona Bay Technologies Inc. (the "Company") will not be proceeding with its proposed transaction. The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.
Effective at the opening, Tuesday, August 4, 2020, trading will be reinstated in the securities of the Company.
_______________________________________
SAILFISH ROYALTY CORP. ("FISH")("FISH.RT")
BULLETIN TYPE: Rights Offering-Shares
BULLETIN DATE: JULY 30, 2020
TSX Venture Tier 2 Company
The Company has announced it will offer to shareholders of record on August 5, 2020, rights to purchase shares of the Company. 0.309406057 of one right will be issued for each common share of the Company (Share). One full right and $1.00 are required to purchase one Share. The expiry date for the Rights Offering is September 1, 2020. As at July 24, 2020 the Company had 58,175,978 Shares issued and outstanding.
Effective at the opening, August 4, 2020, the Shares of the Company will trade Ex-Rights and the Rights will commence trading at that time on a 'when-issued basis'. The Company is classified as an 'Investment Issuer' company.
Summary: |
|
Basis of Offering: |
One (1) Right exercisable for One (1) Share at |
Record Date: |
August 5, 2020 |
Shares Trade Ex-Rights: |
August 4, 2020 |
Rights Called for Trading: |
August 4, 2020 |
Rights Trade for Cash: |
August 27, 2020 |
- Trading in the rights shall be for cash for the three trading days preceding the expiry date. |
|
Rights Expire: |
September 1, 2020 at 2:00 pm PST |
Halt and Delist: |
The rights will be halted September 1, 2020 at 9:00 |
August 27, 2020 - TO SETTLE – August 28, 2020
August 28, 2020 - TO SETTLE – August 31, 2020
August 31, 2020 - TO SETTLE – September 1, 2020
September 1, 2020 - TO SETTLE – September 1, 2020
Rights Trading Symbol: |
FISH.RT |
Rights CUSIP Number: |
G7777C110 |
Subscription Agent and Trustee: |
Computershare Investor Services Inc. |
Authorized Jurisdiction(s): |
Any Province or Territory in Canada |
For further details, please refer to the Company's Rights Offering Circular dated July 27, 2020.
________________________________________
TETRA BIO-PHARMA INC. ("TBP") ("TBP.WT") ("TBP.WT.A") ("TBP.WT.B")
BULLETIN TYPE: Graduation, Delist
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised that the Company's securities will be listed and commence trading on the Toronto Stock Exchange at the opening on Tuesday, August 4, 2020, under the symbols "TBP", "TBP.WT", "TBP.WT.A" and "TBP.WT.B".
As a result of this graduation, there will be no further trading under the symbols "TBP", "TBP.WT", "TBP.WT.A" and "TBP.WT.B" on TSX Venture Exchange after Friday, July 31, 2020 and the Company's securities will be delisted from TSX Venture Exchange at the commencement of trading on the Toronto Stock Exchange.
_________________________________
NEX COMPANIES:
DXI ENERGY INC. ("DXI.H")
BULLETIN TYPE: New Listing-Shares, Transfer and New Addition to NEX
BULLETIN DATE: July 30, 2020
NEX Company
Effective at the opening, Tuesday, August 4, 2020, the shares of the Company will commence trading on NEX.
The Company will delist from trading on the Toronto Stock Exchange effective at the close on July 31, 2020. The Company no longer meets Toronto Stock Exchange minimum listing requirements and also does not meet the requirements of a TSX Venture Tier 2 company.
As of Tuesday, August 4, 2020, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market. The Company is classified as an 'Oil & Gas' company.
Corporate Jurisdiction: |
British Columbia |
|
Capitalization: |
Unlimited |
common shares with no par value of which |
252,942,887 |
common shares are issued and outstanding |
|
Escrowed Shares: |
Nil |
common shares |
Transfer Agent: |
Computershare Investor Services Inc. |
|
Trading Symbol: |
DXI.H |
|
CUSIP Number: |
23286A 10 4 |
|
Company Contact: |
Robert Hodgkinson, President & CEO |
|
Company Address: |
Suite 523 – 999 Canada Place, Vancouver, BC V6C 3E1 |
|
Company Phone Number: |
(604) 638-5055 |
|
Company Email Address: |
_______________________________________
UPPER CANYON MINERALS CORP. ("UCM.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2019
NEX Company
Effective at the opening, Tuesday, August 4, 2020, the securities of Upper Canyon Minerals Corp. (the "Company") will resume trading. Further to the Exchange Bulletin dated December 19, 2018, a news release was issued on June 25, 2020, announcing that the Company will not be proceeding with its proposed transaction. The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.
___________________________________
20/07/30 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BOREAL METALS CORP. ("BMX")
BULLETIN TYPE: Halt
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 7:30 a.m. PST, July 30, 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.
________________________________________
BOREAL METALS CORP. ("BMX")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 11:30 a.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.
________________________________________
ELY GOLD ROYALTIES INC. ("ELY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a binding Letter of Intent dated May 13, 2020 between Michael A. Tremblay and Jacques Robert (the "Sellers") and the Company whereby the Company will acquire 20% of the Sellers' rights and interests in a 2% net smelter returns royalty on the Borden Lake Gold
Mine located in Cochrane Township, Ontario. Consideration is $300,000 cash, 100,000 common shares and 80,000 non-transferable warrants. Finder's fee of $7,000 cash payment and 50,000 non-transferable Warrants are paid to Robert Weicker.
For more information, refer to the Company's news release dated May 28, 2020.
________________________________________
FACEDRIVE INC. ("FD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 15, 2020:
Number of Shares: |
1,111,111 shares |
|
Purchase Price: |
$9.00 per share |
|
Number of Placees |
80 placees |
|
Insider / Pro Group Participation: |
||
Name |
Insider=Y / |
# of Shares |
Paul Zed |
Y |
22,222 |
2479728 Ontario Inc. (Jay Wilgar) |
Y |
33,500 |
Hamilton Jeyaraj |
Y |
11,111 |
Aggregate Pro Group Involvement |
P |
212,262 |
Finder's Fee: |
Haywood Securities Inc. - $151,524.90 in cash payments |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued news releases dated June 29, 2020, July 6, 2020 and July 22, 2020, announcing the closing of the first, second and third tranche, respectively, of the private placement and setting out the expiry dates of the hold periods.
________________________________________
GOLDCLIFF RESOURCE CORPORATION ("GCN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 21, 2020:
Number of Shares: |
3,500,000 shares |
|
Purchase Price: |
$0.08 per share |
|
Warrants: |
1,750,000 share purchase warrants to purchase 1,750,000 shares |
|
Warrant Exercise Price: |
$0.10 for a two-year period |
|
Number of Placees: |
1 Placee |
|
Insider Participation: |
||
Name |
Insider=Y |
# of Shares |
George Sanders |
Y |
3,500,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated July 29, 2020 announcing the closing of the private placement and setting out the expiry date of the hold periods. 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.
________________________________________
GOLDEN DAWN MINERALS INC. ("GOM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to two tranches of a Non-Brokered Private Placement announced May 22, 2020:
Number of Shares: |
4,000,000 shares |
|
Purchase Price: |
$0.06 per share |
|
Warrants: |
4,000,000 share purchase warrants to purchase 4,000,000 shares |
|
Warrant Exercise Price: |
$0.08 for a two-year period |
|
Number of Placees: |
4 Placees |
|
Insider / Pro Group Participation: |
||
Name |
Insider=Y / |
# of Shares |
Chris Anderson |
Y |
2,000,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news releases dated June 26, 2020 and July 28, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.
________________________________________
GOLDEN RIDGE RESOURCES LTD. ("GLDN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Property Option Agreement dated June 25, 2020 between Golden Ridge Resources Ltd. (the "Company") and Puddle Pond Resources Inc. (the "Vendor") whereby the Company may acquire up to a 75% interest in and to the Heritage Property located in Newfoundland. Consideration, staged over a three-year period, is $150,000 cash, 600,000 common shares, $525,000 worth in shares and $3,000,000 of work expenditures. The shares are subject to a floor price that is not less than the discounted market price as of the date of the announcement (or $0.135). Any waiver of the floor price will be subject further Exchange review and approval. The Vendors retain a Net Smelter Return Royalty ("NSR") of 1.5%. Following the exercise of the Option, the Company shall issue the Vendor 1,000,000 common shares per each 1,000,000 ounces of measured or indicted mineral resource estimated. This notice confirms the first 1,000,000 common shares are approved and any further issuances are subject to Exchange review and approval. In addition, certain claims are subject to a 2.5% underlying NSR which may be purchased over a period of three years for consideration of $160,000 cash and 1,125,000 common shares.
For more information, refer to the Company's news release dated June 26, 2020.
________________________________________
JIULIAN RESOURCES INC. ("JLR")
BULLETIN TYPE: Halt
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 5:06 a.m. PST, July 30, 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.
________________________________________
JIULIAN RESOURCES INC. ("JLR")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 30, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Section 5.6(d) of Exchange Policy 5.3
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.
________________________________________
KISMET RESOURCES CORP. ("KSMT.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 24, 2020, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to Listings Policy 2.4
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.
________________________________________
KORE MINING LTD. ("KORE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 29, 2020:
Number of Shares: |
6,000,000 common shares and 1,000,000 flow-through shares |
|
Purchase Price: |
$1.00 per common share and $1.50 per flow-through share |
|
Warrants: |
3,500,000 share purchase warrants to purchase 3,500,000 shares |
|
Warrant Exercise Price: |
$1.50 for a two-year period |
|
Number of Placees: |
2 Placees |
|
Insider / Pro Group Participation: |
||
Name |
Insider=Y / |
# of Shares |
2176423 Ontario Ltd. (Eric Sprott) |
Y |
6,000,000 |
Finder's Fee: |
PI Financial Corp. - $375,000 cash |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases dated July 22, 2020 and July 28, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.
________________________________________
LABRADOR GOLD CORP. ("LAB")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a Letter of Intent dated July 6, 2020 between Labrador Gold Corp. (the "Company") and David Thomas (the "Vendor") whereby the Company may acquire up to a 100% interest in one mining license consisting of 44 mining claim units known as Gander Central near Gander Newfoundland. Consideration for the initial 75%, staged over a three-year period is $219,000 cash, 390,000 common shares and $1,000,000 in work expenditures. Consideration for the remaining 25% is $240,000 cash and additional work expenditures of $1,000,000 on or before the 4th (fourth) anniversary of the Letter of Intent. If the Company fails or elects not to make the cash payment or do the additional work, the parties will enter into a formal (75% Company / 25% Vendor) joint-venture agreement on industry standard terms.
For more information, refer to the Company's news release dated July 6, 2020.
________________________________________
METALS CREEK RESOURCES CORP. ("MEK")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 14, 2020:
Number of Shares: |
3,516,666 flow-through common shares |
Purchase Price: |
$0.06 per flow-through common share |
Warrants: |
1,758,333 share purchase warrants to purchase 1,758,333 non-flow-through |
Warrant Exercise Price: |
$0.10 for a period of 24 months |
Number of Placees: |
5 Placees |
Finder's Fee: |
An aggregate of $14,770 and 213,333 broker warrants payable to Leede Jones |
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.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a new release, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
MG CAPITAL CORPORATION ("DLP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 9, 2020:
Number of Shares: |
2,922,051 common shares and |
|
4,856,954 flow-through common shares |
||
Purchase Price: |
$0.19 per common share |
|
$0.23 per flow-through share |
||
Number of Placees: |
88 placees |
|
Insider / Pro Group Participation: |
||
Name |
Insider=Y / |
# of Shares |
Aggregate Pro Group Involvement |
P |
108,696 |
Finder's Fee: |
An aggregate of $116,384 in cash and 541,146 finders' warrants payable to |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
PACIFIC BOOKER MINERALS INC. ("BKM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 12:00 p.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.
________________________________________
PANORO MINERALS LTD. ("PML")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 218,750 shares at a deemed price of $0.08 to a non-arm's length service provider, in consideration of certain services provided to the company pursuant to an agreement dated January 10, 2020 as amended March 1, 2020.
Insider / Pro Group Participation: |
||||
Creditor |
Insider=Y / |
Amount |
Deemed Price |
# of Shares |
Luquman Shaheen |
Y |
$17,500 |
$0.08 |
218,750 |
The Company issued a news release dated June 22, 2020 when the shares were issued.
________________________________________
PINEDALE ENERGY LIMITED ("MCF ")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Remain Halted
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Share Transfer and Assignment Agreement (the "Agreement") dated May 20, 2020 signed by Pinedale Energy Limited (the "Company"), 0970831 B.C. Ltd (the "Subco") to Brad Windt and Donald Sharpe (collectively, the "Purchasers") the Purchasers may acquire by making certain cash payments/assuming bona fide existing Subco debts (the Promissory Note and the Intercompany loans) supported by the independent NI51-101 report for the exchange of 1,241,228 Subco shares.
Pursuant to the terms and conditions of the Share Transfer Agreement:
(i) all of the issued and outstanding shares of Pinedale Sub were transferred to the Purchasers; and
(ii) all outstanding indebtedness of Pinedale owed to Messrs. Windt and Sharpe, and all indebtedness owed to Pinedale by the Corporation's indirect wholly-owned subsidiary Pinedale Energy Inc., was assigned to and assumed by, Subco (the "Reorganization").
The resolution approving the Reorganization was approved by a "majority of the minority" of shareholders at a meeting of shareholders held on July 20, 2020.
The transaction closed on July 29, 2020.
Further information on the transaction is available on the Company's SEDAR profile in the Management Information Circular dated June 22, 2020 and news release date May 25, to July 29, 2020
Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 25, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2
________________________________________
POWERORE INC. ("PORE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in relation to claim transfer agreements dated July 15, 2020 between the Company and Laurentia Exploration Inc. (the "Vendor").Pursuant to the agreements, the Company will acquire 100% royalty free interest in the mining claims located in the Levy Township and Scott Township, both of which are located in Ontario. In consideration of the interest acquired, the Company will issue 450,000 common shares to the Vendor.
For further information, please refer to the Company's press release dated July 23, 2020.
________________________________________
QYOU MEDIA INC. ("QYOU")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 29, 2020 and July 14, 2020:
Number of Shares: |
60,666,399 common shares |
|
Purchase Price: |
CDN$0.03 per share |
|
Warrants: |
30,333,199 share purchase warrants to purchase 30,333,199 common shares |
|
Warrant Exercise Price: |
CDN$0.05 until June 30, 2022 |
|
Number of Placees: |
30 Placees |
|
Insider / Pro Group Participation: |
||
Name |
Insider=Y / |
# of units |
G. Scott Paterson |
Y |
2,500,000 |
Aggregate Pro Group Involvement |
P |
8,417,666 |
Finder's Fee: |
Aggregate of CDN$120,050 in cash and 5,549,973 non-transferrable finder |
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.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a new release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
SEVEN ACES LIMITED ("ACES")
BULLETIN TYPE: Halt
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 6:25 a.m. PST, July 30, 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.
________________________________________
SEVEN ACES LIMITED ("ACES")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
Effective at 11:00 a.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.
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TRI ORIGIN EXPLORATION LTD. ("TOE")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,559,407 common shares to settle outstanding debt for CDN$140,255.78.
Number of Creditors: |
1 Creditor |
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Insider / Pro Group Participation: |
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Creditor |
Insider=Y / |
Amount |
Deemed Price |
# of Shares |
Robert Valliant |
Y |
$131,572.00 |
$0.03 |
4,385,733 |
$8,683.78 |
$0.05 |
173,675 |
For further details, please refer to the Company's news release dated May 28, 2020 and July 03, 2020. The Company shall issue a news release when the shares are issued and the debt is extinguished.
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NEX COMPANY :
CELLSTOP SYSTEMS INC. ("KNO.H")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 30, 2020
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 29, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2
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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Market Information Services at 1-888-873-8392, or email: [email protected]
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