TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Nov. 13, 2023 /CNW/ -
TSX VENTURE COMPANY
XCYTE DIGITAL CORP. ("XCYT")
[formerly GHP Noetic Science-Psychedelic Pharma Inc. ("PSYF.P")]
BULLETIN TYPE: Qualifying Transaction – Completed/ New Symbol, Name Change and Consolidation, Private Placement - Non-Brokered and Reinstated for Trading
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing GHP Noetic Science-Psychedelic Pharma Inc.'s (the "Company") qualifying transaction (the "Transaction") described in its filing statement dated October 31, 2023 (the "Filing Statement"). As a result, at the opening on Wednesday, November 15, 2023, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:
The Company has acquired all of the issued and outstanding shares of Xcyte Digital Corp. (the "Target") and issued 2,400,000 Subordinate Voting Shares (the "SVS") and 5,680 Multiple Voting Shares ("MVS") in the capital of the Company to the existing shareholders and service providers of the Target (not including the securities issued in the private placement, as defined below). Please refer to the Capitalization section for the terms of the MVS.
Name Change and Consolidation
Pursuant to resolutions passed by the Company's shareholders on August 8, 2023, the Company has consolidated its common shares on a 1 new for each 1.25 old basis, and re-designated the post-consolidation common shares into SVS. The Company also created a class of MVS. The name of the Company has also been changed to Xcyte Digital Corp.
Effective at the opening Wednesday November 15, 2023, the SVS of Xcyte Digital Corp. will commence trading on TSX Venture Exchange, and the common shares of GHP Noetic Science-Psychedelic Pharma Inc. will be delisted.
Private Placement - Non-Brokered
Concurrent with the completion of the Transaction, the Company completed a non-brokered private placement (the "Private Placement") of (a) units ("SVS Units") comprised of one SVS and one-half of one share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable into one SVS until November 9, 2026 at an exercise price of $0.50 per SVS; and (b) units ("MVS Units") comprised of one MVS and 5,000 Warrants and as a result issued the following securities:
Number of SVS: 600,000 SVS
Purchase Price: $0.25 per SVS Unit
Number of MVS: 1,647 MVS
Purchase Price: US$1,900 per MVS Unit
Warrants: There are 8,535,000 SVS purchase warrants to purchase 8,535,000 SVS
Warrant Exercise Price: $0.50 for each SVS until November 9, 2026
Number of Placees: 4 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Units |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
Aggregate Pro Group Involvement: |
N/A |
N/A |
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 Company issued a news release dated November 9, 2023 confirming the closing of the private placement and Transaction.
Post - Consolidation
Corporate Jurisdiction: Ontario
Capitalization:
Unlimited number of SVS with no par value of which 10,999,999 SVS are issued and outstanding (Listed).
Unlimited number of MVS with no par value of which 7,327 MVS are issued and outstanding (Unlisted). Each MVS is convertible into 10,000 SVS and each MVS is entitled to vote on an as‐converted basis with the SVS with 10,000 votes per MVS.
Escrow: 1,200,000 SVS and 5,680 MVS subject to an escrow term of 36 months and another 4,000,000 SVS subject to an escrow term of 18 months
Transfer Agent: TSX Trust Company
Trading Symbol: XCYT (new)
CUSIP Number: 983989104 (new)
For further information, please refer to the Company's Filing Statement dated October 31, 2023.
The Resulting Issuer is classified as a "Computer Systems Design and Related Services" company (NAICS 5415).
Reinstated for Trading
Effective at the opening on Wednesday, November 15, 2023, trading will be reinstated in the securities of the Company.
Company Contact: Randy Selman, CEO & Director
Company Address: Suite 3400, 100 King Street West, Toronto, Ontario, Canada M5X 1A4
Company Phone Number: (954) 890-0643
Company Email Address: [email protected]
Company Website: https://xcytedigital.com
______________________________________
23/11/13 - TSX Venture Exchange Bulletins
AARDVARK 2 CAPITAL CORP. ("ACCB.P")
BULLETIN TYPE: Halt
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 10:16 a.m. PST, November 13, 2023, 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.
________________________________________
ATHABASCA MINERALS INC. ("AMI")
BULLETIN TYPE: Halt
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 4:43 a.m. PST, November 13, 2023, 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.
________________________________________
COMET LITHIUM CORPORATION ("CLIC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted the notice for filing the documentation relating to an asset purchase and sale agreement between the Company and an arm's length party dated October 25, 2023, in connection with the acquisition of a 100% interest in two lithium exploration stage mineral properties consisting of 76 mining claims located in the west-central Eeyou Istchee Baie-James Territory in northern Québec (the "Acquisition"). The aggregate consideration payable by the Company for the Acquisition consists of the issuance of 1,850,000 common shares of the Company.
For further details, please refer to the Company's press releases dated October 26, 2023 and November 10, 2023.
CORPORATION COMETE LITHIUM (« CLIC »)
TYPE DE BULLETIN : Convention d'achat de propriété, d'actif ou d'actions
DATE DU BULLETIN : Le 13 novembre 2023
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de documents relativement à une convention d'achat et vente d'actif entre la société et une partie agissant à distance en date du 25 octobre 2023 concernant l'acquisition d'un intérêt de 100 % dans deux propriétés minières au stade d'exploration de lithium comprenant 76 claims miniers situés dans la partie centre-ouest du territoire d'Eeyou Istchee Baie-James dans le nord du Québec (l'« Acquisition »). La considération globale payable par la société pour l'Acquisition consiste en l'émission de 1 850 000 actions ordinaires de la société.
Pour plus d'information, veuillez-vous référer aux communiqués de presse émis par la société les 26 octobre et 10 novembre 2023.
__________________________________
ELECTRIC ROYALTIES LTD. ("ELEC")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 19, 2023:
Convertible Debenture |
$500,000 |
Conversion Price: |
Convertible into 1,000,000 common shares. |
Maturity date: |
January 12, 2026 |
Interest rate: |
Convertible debenture bears interest at the rate equal to the lesser of: (a) the United States Secured Overnight Financing Rate, as published by the New York Federal Reserve, plus seven percent (7%) per annum; and (b) 12.5%. |
Number of Placees: |
1 placee |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider |
1 |
1,000,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
The Company issued a news release on November 8, 2023 confirming closing of the private placement.
________________________________________
ELECTRIC ROYALTIES LTD. ("ELEC")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 27, 2023:
Convertible Debenture |
$1,050,000 |
Conversion Price: |
Convertible into 2,100,000 common shares. |
Maturity date: |
January 12, 2026 |
Interest rate: |
Convertible debenture bears interest at the rate equal to the lesser of: (a) the United States Secured Overnight Financing Rate, as published by the New York Federal Reserve, plus seven percent (7%) per annum; and (b) 12.5%. |
Number of Placees: |
1 placee |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider |
1 |
2,100,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
The Company issued a news release on November 8, 2023 confirming closing of the private placement.
________________________________________
RESOLUTE RESOURCES LTD. ("RRL")
BULLETIN TYPE: Halt
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 5:28 a.m. PST, November 13, 2023, 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.
________________________________________
RESOLUTE RESOURCES LTD. ("RRL")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 8:15 a.m. PST, November 13, 2023, shares of the Company resumed trading, an announcement having been made.
________________________________________
ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on September 18, 2023:
Number of Shares: |
5,975,033 non-flow-through common shares |
4,266,699 flow-through common shares |
|
Purchase Price: |
$0.03 per non-flow-through common share |
$0.03 per flow-through common share |
|
Warrants: |
8,108,382 share purchase warrants to purchase 8,108,382 common shares |
Warrant Exercise Price: |
$0.05 per share until October 27, 2025. |
Number of Placees: |
9 Placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
5 |
2,674,999 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$3,500 |
N/A |
116,669 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.05 until October 27, 2025.
The Company issued a news release on October 30, 2023, 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.
________________________________________
SILVER GRAIL RESOURCES LTD. ("SVG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 4, 2023:
Number of Shares: |
3,000,000 shares |
Purchase Price: |
$0.10 per share |
Warrants: |
3,000,000 share purchase warrants to purchase 3,000,000 shares |
Warrant Exercise Price: |
$0.15 for a two-year period |
Number of Placees: |
12 placees |
Insider / Pro Group Participation:
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
550,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Finder's Fee: |
N/A |
The Company issued a news release on November 7, 2023, 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.
________________________________________
SPRUCE RIDGE RESOURCES LTD. ("SHL")
BULLETIN TYPE: Halt
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 11:53 a.m. PST, November 10, 2023, 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.
________________________________________
THUNDER MOUNTAIN GOLD, INC. ("THM")
BULLETIN TYPE: Halt
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 7:19 a.m. PST, November 13, 2023, 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.
________________________________________
THUNDER MOUNTAIN GOLD, INC. ("THM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: November 13, 2023
TSX Venture Tier 2 Company
Effective at 8:30 a.m. PST, November 13, 2023, shares of the Company resumed trading, an announcement having been made.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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