VANCOUVER, BC, May 31, 2022 /CNW/ - TSX VENTURE COMPANIES
AMG ACQUISITION CORP. ("AMG.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated May 27, 2022, effective at market open on June 2, 2022, shares of the Company will resume trading. The Company completed its public offering of securities on May 31, 2022. The gross proceeds received by the Company for the public offering was $255,000 (2,550,000 common shares at $0.10 per share).
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NG ENERGY INTERNATIONAL CORP. ("GASX") ("GASX.DB") ("GASX.WT.A")
BULLETIN TYPE: Prospectus-Debenture Unit Offering, New Listing-Warrants, New Listing- Convertible Debentures
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
Effective May 12, 2022, the Company's (final) Amended and Restated Short Form Prospectus dated May 11, 2022 (the "Prospectus") qualifying the distribution of up to 20,000 convertible debenture units of the Company, 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. 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, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador Securities Commissions.
The Exchange has been advised that the closing of the offering occurred on May 20, 2022 and May 24, 2022 for aggregate gross proceeds of CDN$17,147,000.
Offering: 17,147 Convertible Debenture Units at a price of $1,000 per Debenture Unit.
Unit Price: $1,000 per Debenture Unit. Each Debenture Unit will consist of one 8.0% unsecured convertible debenture of the Company in the principal amount of $1,000 (each a "Convertible Debenture") and 400 common share purchase warrants of the Company (each a "Warrant").
The principal amount of each Convertible Debenture will be convertible, for no additional consideration, at the option of the holder in whole or in part at any time and from time to time into common shares of the Company prior to the earlier of: (i) the close of business on May 19, 2027 or the redemption date of the Convertible Debentures, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a Change of Control (as defined in the Debenture Indenture) at a conversion price equal to $1.20, subject to adjustment in certain events. For greater clarity, any accrued and unpaid interest on the Convertible Debentures will be settled through cash payment only.
Each Warrant will entitle the holder thereof to purchase one common share at an exercise price equal to $1.40 until May 20, 2027 (subject to an acceleration provision and adjustments in certain customary events).
Agents: Canaccord Genuity Corp., Beacon Securities Limited and Stifel Nicolaus Canada Inc.
Agent's Commission: Aggregate cash commissions of $662,585.00
Over-allotment Option: The Agents have been granted an over-allotment option to purchase up to an additional 15% of the Debenture Units pursuant to the offering. This over-allotment option is exercisable in whole or in part at any time for a period of 30 days following the closing date.
Listing of Convertible Debentures:
Effective at the opening Thursday June 2, 2022, the Convertible Debentures will commence trading on the TSX Venture Exchange. The Company is classified as an "Oil and Gas Exploration" company.
Corporate Jurisdiction: British Columbia
Capitalization: Convertible Debentures in the principal amount of $17,147,000 are issued and outstanding.
Transfer Agent: TSX Trust Company
Trading Symbol: GASX.DB
CUSIP Number: 62931JAA0
Maturity Date: May 20, 2027
Redemption: Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to redeem their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control (which notice must be given by the Company to holders of the Convertible Debentures no less than 45 days prior to the Change of Control), at a price equal to 100% of the principal amount of the Convertible Debentures then outstanding plus unpaid interest to the Maturity Date thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.
At any time and from time to time after May 20, 2025, the Company may, at its option, redeem pro rata all or part of the Convertible Debentures (the "Optional Redemption"), upon not less than 30 nor more than 60 days' prior written notice, at a redemption price (payable in cash) which is equal to 105% of the Principal Amount thereof plus any accrued and unpaid interest that would otherwise be payable to the holder from the time of the Optional Redemption until the Maturity Date.
Interest: 8.0% Interest is payable monthly in arrears on the last day of June, July, August, September, October, November, December, January, February, March, April and May in each year (the "Interest Payment Dates"), with the first such payment due on June 30, 2022, representing accrued interest for the period from the closing date of May 20, 2022 to, but excluding, June 30, 2022.
Subordination: The Convertible Debentures will be subordinated to all existing and future secured indebtedness of the Company in accordance with the provisions of the Debenture Indenture (as defined herein). The Convertible Debentures will rank pari passu and equally in right of payment with each other series of Convertible Debentures issued under the Debenture Indenture or under indentures supplemental to the Debenture Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future senior unsecured indebtedness of the Company, other than secured indebtedness.
Conversion: The principal amount of each Convertible Debenture will be convertible, for no additional consideration, at the option of the holder in whole or in part at any time and from time to time into common shares of the Company prior to the earlier of: (i) the close of business on May 19, 2027 or the redemption date of the Convertible Debentures, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a Change of Control (as defined in the Debenture Indenture) at a conversion price equal to $1.20, subject to adjustment in certain events. For greater clarity, any accrued and unpaid interest on the Convertible Debentures will be settled through cash payment only.
Day Count Type: 360
Interest Start Date: May 20, 2022
First Coupon Date: June 30, 2022
Coupon Dates: June 30, July 31, August 31, September 30, October 31, November 30, December 31, January 31, February 28, March 31, April 30, May 31
The first interest payment on June 30, 2022, which will include interest accrued from and including May 20, 2022 to, but excluding, June 30, 2022, will be in the amount of $9.11 per $1,000 principal amount of Convertible Debentures.
Clearing and Settlement: The Convertible Debentures will clear and settle through CDS.
Board Lot: The Convertible Debentures are in denominations of $1,000 and will trade in a board lot size of $1,000 face value.
These Debentures were issued pursuant to a Debenture Indenture dated May 20, 2022 between the Company and TSX Trust Company (the "Debenture Indenture").
Listing of Warrants:
Effective at the opening Thursday June 2, 2022, the common share purchase warrants of the Company will commence trading on the TSX Venture Exchange.
Corporate Jurisdiction: British Columbia
Capitalization: 9,200,000 warrants authorized by a warrant indenture dated May 20, 2022, of which 6,858,800 are issued and outstanding
Transfer Agent: TSX Trust Company
Trading Symbol: GASX.WT.A
CUSIP Number: 62931J136
Each Warrant will entitle the holder thereof to purchase one common share at an exercise price equal to $1.40 until May 20, 2027 (subject to an acceleration provision and adjustments in certain customary events).
The Company shall be entitled, at its sole option at any time after the second anniversary of May 20, 2022, to accelerate the expiry date of all but not less than all of the then outstanding Warrants on not more than 60 days' and not less than 30 days' notice, if the volume weighted average trading price of the common shares on the Exchange is greater than $2.00 for the ten (10) consecutive trading days preceding the notice.
For further information, please refer to the Company's Prospectus dated May 11, 2022 and filed on SEDAR and news releases dated April 29, 2022, May 11, 2022, May 20, 2022, May 24, 2022 and May 31, 2022.
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PAMBILI NATURAL RESOURCES CORPORATION ("PNN")
[Formerly PENNINE PETROLEUM CORPORATION ("PNN")]
BULLETIN TYPE: Name Change
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
Pursuant to the resolution passed by directors on December 8, 2021, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on Thursday, June 2, 2022, the common shares of Pambili Natural Resources Corporation will commence trading on TSX Venture Exchange, and the common shares of Pennine Petroleum Corporation will be delisted. The Company is classified as a 'Oil and Gas Exploration and Development' company.
Capitalization: Unlimited common shares with no par value of which
221,217,412 common shares are issued and outstanding
Escrow: NIL common shares are subject to escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: PNN (unchanged)
CUSIP Number: 69764T107 (new)
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SERNOVA CORP. ("SVA")
BULLETIN TYPE: Graduation
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has been advised that the Company's common shares will be listed and commence trading on Toronto Stock Exchange at the opening on Thursday, June 2, 2022, under the symbol "SVA".
As a result of this Graduation, there will be no further trading under the symbol "SVA" on TSX Venture Exchange after close of business on Wednesday, June 1, 2022, and Sernova Corp.'s shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
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22/05/31 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
AURANIA RESOURCES LTD. ("ARU") ("ARU.WT.B") ("ARU.WT.A") ("ARU.WT")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, May 31, 2022, shares of the Company resumed trading, an announcement having been made.
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BLUE SKY URANIUM CORP. ("BSK")
BULLETIN TYPE: Warrant Term Extensio
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: 24,906,588
Original Expiry Date of Warrants: June 11, 2020
New Expiry Date of Warrants: June 11, 2023
Exercise Price of Warrants: $0.30
These warrants were issued pursuant to a private placement of 24,906,588 shares with 24,906,588 share purchase warrants attached, which was accepted for filing by the Exchange effective June 15, 2018. The Exchange had previously approved, effective April 15, 2020, the extension of the term of these warrants from June 11, 2020 to June 11, 2022.
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BRUNSWICK EXPLORATION INC. ("BRW")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 27, 2022:
Number of Shares: 11,337,625 flow through shares
6,142,401 non flow through shares
Purchase Price: $0.20 per flow through share
$0.175 per non flow through share
Warrants: 3,071,199 share purchase warrants to purchase 3,071,199 shares
Warrant Exercise Price: $0.23 for a two year period
Number of Placees: 94 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Pierre Colas Y 100,000
Mathieu Savard Y 125,000
Andre Le Bel Y 50,000
Joseph Jeffrey Hussey Y 250,000
Aggregate Pro Group Involvement P 1,293,000
[12 placee(s)]
Finder's Fee: an aggregate of $77,725.50 payable to Canaccord Genuity Corp., Raymond James Ltd., Leede Jones Gable Inc., Haywood Securities Inc. and Mine Equities Ltd.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), 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). 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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FRONTLINE GOLD CORPORATION ("FGC")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,000,000 common shares at a deemed value of CDN$0.0651 per share to settle outstanding debt for CDN$260,553.87.
Number of Creditors: 1 Creditor
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price
Creditor Progroup=P Owing per Share # of Shares
Merrex Gold Inc. Y CA$260,553.87 $0.0651 4,000,000
For further details, please refer to the Company's news releases dated May 12, 2022.
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GEOMEGA RESOURCES INC. ("GMA")
BULLETIN TYPE: Non-Brokered Private Placement
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement (the "Private Placement"):
Number of Securities: 4,354,667 common shares
Purchase Price: $0.24 per common share
Warrants: 4,354,667 common share purchase warrants to purchase 4,354,667 shares
Warrants Exercise Price: $0.32 per share for a period of 36 months following the closing of the Private Placement
Number of Placees: 1 Placee
Insider / ProGroup Participation: None
Finder's Fee: None
The Company has confirmed the closing of the Private Placement in a news release dated May 4, 2022.
GEOMEGA RESOURCES INC. (« GMA »)
TYPE DE BULLETIN: Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN: Le 31 mai 2022
Société du groupe 2 de TSX Croissance
Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu d'un placement privé sans l'entremise d'un courtier (le « placement privé »):
Nombre d'actions: 4 354 667 actions ordinaires
Prix : 0,24 $ par action ordinaire
Bons de souscription : 4 354 667 bons de souscription permettant de souscrire à 4 354 667 actions
Prix d'exercice des bons : 0,32 $ par action pour une période de 36 mois suivant la clôture du placement privé
Nombre de souscripteurs: 1 souscripteur
Participation d'initiés / Groupe Pro: Aucun
Honoraire d'intermédiation: Aucun
La société a confirmé la clôture du placement privé dans un communiqué de presse daté du 4 mai 2022.
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NICKEL NORTH EXPLORATION CORP. ("NNX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 5, 2022:
Number of Shares: 10,160,000 shares
Purchase Price: $0.05 per share (first tranche of 9,410,000 units)
$0.05 per share (second tranche of 750,000 units)
Warrants: 10,160,000 share purchase warrants to purchase 10,160,000 shares
Warrant Exercise Price: $0.075 for a two year period
Number of Placees: 17 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
XJ Investment and Consulting Ltd. (Tony Guo) Y 400,000
Finder's Fee: $2,135 payable to Canaccord Genuity Corp.,with 42,700 warrants exercisable at $0.075 for two years
$ 1050 payable to PI Financial Corp., with 21,000 warrants exercisable at $0.075 for two years.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on April 29, 2022 and May 26, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s). 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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NORRA METALS CORP. ("NORA")
BULLETIN TYPE: Private Placement-Non-Brokered, Correction
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
Further to TSX Venture Exchange bulletin dated April 6, 2022, the finders' fees should have read as follows:
Finder's Fees: PowerOne Capital Markets Limited - $13,877.50 in cash and 213,500 finder's warrants. Each finder's warrant entitles the holder to acquire one unit at $0.065 for a two-year period.
PI Financial Corp. - $910.00 in cash and 14,000 finder's warrants. Each finder's warrant entitles the holder to acquire one common share at $0.12 for a two-year period.
National Bank Financial - $1,046.50 in cash and 16,100 finder's warrants. Each finder's warrant entitles the holder to acquire one common share at $0.12 for a two-year period.
Research Capital Corporation - $12,216.75 in cash and 187,950 finder's warrants. Each finder's warrant entitles the holder to acquire one common share at $0.12 for a two-year period.
All other terms and conditions remain the same.
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STERLING METALS CORP ("SAG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 31, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on May 27, 2022:
Number of Shares: 6,428,571 charity flow-through units
Purchase Price: $0.28 per charity flow-through unit
Warrants: 6,428,571 share purchase warrants to purchase 6,428,571 shares
Warrant Exercise Price: $0.40 for a 24 month-period
Number of Placees: 3 placees
Agent's Fee: Red Cloud Securities Inc. received a cash commission of $125,999.99 and 449,999 broker warrants. Each broker warrant entitles its holder to acquire one common share of the Company at a price of $0.28 for a 24–month period.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release on May 27, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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SOURCE TSX Venture Exchange
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