TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Oct. 26, 2022 /CNW/ -
TSX VENTURE COMPANIES
BEDFORD METALS CORP. ("BFM")
[Formerly Academy Metals Inc. ("AM")]
BULLETIN TYPE: Name Change
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Pursuant to a Directors' Resolution dated October 20, 2022, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening October 28, 2022, the common shares of Bedford Metals Corp. will commence trading on TSX Venture Exchange, and the common shares of Academy Metals Inc. will be delisted. The Company is classified as a 'Mining' company.
Capitalization: Unlimited shares with no par value of which
1,850,073 shares are issued and outstanding
Escrow: Nil
Transfer Agent: Odyssey Trust Company
Trading Symbol: BFM (new)
CUSIP Number: 076230101 (new)
________________________________________
DEPARTURE BAY CAPITAL CORP. ("DBC.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Further to the bulletin dated October 24, 2022, effective at market open on October 28, 2022, common shares of the Company will resume trading. The Company completed its public offering of securities on October 26, 2022. The gross proceeds received by the Company for the public offering was $200,000 (2,000,000 common shares at $0.10 per share).
________________________________________
FALCON GOLD CORP. ("FG")
BULLETIN TYPE: Notice of Distribution
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
The Company has declared the following distribution:
Distribution per Share: 0.17241 shares of Latamark Resources Corp.
Payable Date: November 2, 2022
Record Date: October 28, 2022
Ex-Distribution Date: November 3, 2022
Due Bill Redemption Date: November 4, 2022
DUE BILL TRADING:
The Company has declared a distribution of 1 shares of its wholly owned subsidiary, Latamark Resources Corp. per share held payable on or November 2, 2022 to shareholders of record as at the close of business on October 28, 2022. The common shares of the Company will commence trading on a "due bill" basis effective from the opening of October 27, 2022 until November 2, 2022, inclusively. The shares will commence trading on an ex-distribution basis effective at the opening on November 3, 2022.
For further details, refer to the Company's press releases dated September 27, 2022 and October 20, 2022.
________________________________________
KWESST MICRO SYSTEMS INC. ("KWE") ("KWE.WT")
BULLETIN TYPE: Consolidation
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Pursuant to an approval by written consent of the Company's shareholders, the Company has consolidated its capital on a (70) seventy old for (1) one new basis. The name of the Company has not been changed.
Effective at the opening on Friday, October 28, 2022, the common shares of KWESST Micro Systems Inc. will commence trading on the TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Technology' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
778,806 shares are issued and outstanding
Escrow 129,812 shares are subject to escrow
Transfer Agent: TSX Trust Company
Common Shares
Trading Symbol: KWE (UNCHANGED)
CUSIP Number: 501506604 (NEW)
Common share purchase warrants ("Warrants") set to expire on April 29, 2023
Trading Symbol: KWE.WT (UNCHANGED)
CUSIP Number: 501506117 (UNCHANGED)
Effective at the opening on October 28, 2022, the Warrants will be adjusted such that 70 Warrants will be exercisable for C$122.50 to receive a whole common share of the Company on a post-consolidated basis.
________________________________________
URAVAN MINERALS INC. ("UVN")
BULLETIN TYPE: Resume Trading, Reviewable Transaction-Announced
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Effective at the open, Friday, October 28, 2022, trading in the Company's shares will resume.
This resumption of trading does not constitute acceptance of the Reviewable Transaction, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion. The Company is required to submit all of the required initial documentation relating to the transaction. IF THIS DOCUMENTATION IS NOT PROVIDED, OR IS INSUFFICIENT, A TRADING HALT MAY BE RE-IMPOSED.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance. SHOULD THIS OCCUR, A TRADING HALT MAY BE RE-IMPOSED.
________________________________________
22/10/26 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
AFRICAN ENERGY METALS INC. ("CUCO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the first tranche of a Non-Brokered Private Placement announced on September 13, 2022:
Number of Shares: 2,600,000 shares
Purchase Price: $0.05 per share
Warrants: 1,300,000 share purchase warrants to purchase 1,300,000 shares
Warrant Exercise Price: $0.10 for a two-year period
Number of Placees: 1 placee
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
N/A |
N/A |
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 October 24, 2022, confirming the closing of the first tranche 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.
________________________________________
BANXA HOLDINGS INC. ("BNXA")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: October 26, 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 17, 2022:
Convertible Debenture: $3,500,000 (the "Principal")
Conversion Price: Convertible into shares at $1.27 per share of the Principal outstanding less a closing fee of $105,000
Maturity date: 24 months from the date of closing
Warrants: 2,673,228 share purchase warrants to purchase 2,673,228 shares
Warrant Exercise Price: $1.27 per share for a period of 24 months from the date of closing.
Interest rate: 10% per annum. Interest may be paid in cash or in shares with separate Exchange approval.
Number of Placees: 1 placee
Insider / Pro Group Participation: N/A |
||
Finder's Fee: |
N/A |
The Company issued a news release on October 25, 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.
________________________________________
DEPARTURE BAY CAPITAL CORP. ("DBC.P")
BULLETIN TYPE: Halt
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Effective at 4:45 a.m. PST, Oct. 26, 2022, trading in the shares of the Company was halted, pending closing; 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.
________________________________________
MARITIME RESOURCES CORP. ("MAE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 26, 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 22, 2022:
Number of Shares: 74,000,000 shares
Purchase Price: $0.05 per share
Number of Placees: 11 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
15,700,000 |
Aggregate Pro Group Involvement: |
2 |
2,400,000 |
The Company issued a news release on September 22, 2022, confirming closing of the private placement.
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MEDX HEALTH CORP. ("MDX")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 30, 2022 and July 07, 2022:
Convertible Debenture $1,100,000 principal amount of convertible debentures
Conversion Price: Convertible into units consisting of one common share and one common share purchase warrant at $0.07 of principal outstanding until June 30, 2023 and thereafter at $0.10 principal amount outstanding until maturity.
Maturity date: December 31, 2026
Interest rate: 8% per annum
Number of Placees: 7 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Convertible Debenture ($) |
Aggregate Existing Insider Involvement: |
1 |
$500,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$8,000 |
N/A |
N/A |
The Company issued a news release on July 14, 2022, September 09, 2022 and October 24, 2022 confirming closings 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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PLAYMAKER CAPITAL INC. ("PMKR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 26, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation relating to a share purchase agreement (the "Agreement") dated October 17, 2022, between Playmaker Capital Inc. (the "Company") and several arm's length parties (collectively, the "Vendors"). Pursuant to the Agreement, the Company has acquired 100% of the shares of Wedge Traffic Limited ("Wedge"), a company based in Scotland.
As consideration on closing, the Company paid the Vendors a cash payment of U.S. $8,500,000, and issued 3,694,933 common shares of the Company priced at CAD$0.75 per share. As future contingent consideration the Company shall pay the Vendors approximately U.S.$20.7 million. The contingent consideration consists of two separate earn-out payments in an aggregate amount of approximately U.S.$16,700,000 (the "Earn-out Consideration"), payable to the Vendors upon achieving certain revenue and EBITDA targets in each of the 12-month periods ending December 31, 2023 and December 31, 2024. The Earn-out Consideration is payable through a combination of cash and common shares of the Company (the "Earn-out Shares"), and provided that the maximum number of Earn-out Shares issuable to satisfy the Earn-out Consideration is equal to an aggregate of 16,812,307 Earn-out Shares. Additionally, as part of the contingent consideration, the Vendors are eligible to receive two separate deferred cash payments of U.S.$1,500,000 and U.S.$1,000,000 if certain EBITDA thresholds are achieved in each of 2023 and 2024, respectively, and two separate milestone payments of U.S.$750,000 each if certain revenue thresholds are achieved at any time following closing.
Finder's Fees: An arm's length financial advisor of the Vendors ("Wedge's Financial Advisor") shall be entitled to 1.75% of the aggregate consideration payable to the Vendors pursuant to the terms of a commission agreement between Wedge and Wedge's Financial Advisor. All payments to Wedge's Financial Advisor shall come out of the consideration otherwise payable to the Vendors, and include the same proportions of cash and common shares of the Company. In surplus of the consideration paid, an arm's length financial advisor to the Company ("Playmaker's Financial Advisor") shall be entitled to a cash fee equal to 2.5% of the aggregate consideration payable to the Vendors pursuant to the terms of a letter agreement between the Company and Playmaker's Financial Advisor.
For further details, please refer to the Company's news releases dated October 18, 2022.
________________________________________
REPLICEL LIFE SCIENCES INC. ("RP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 26, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 21, 2022:
Number of Shares: 4,218,470 shares
Purchase Price: $0.18 per share
Warrants: 2,109,234 share purchase warrants to purchase 2,109,234 shares
Warrant Exercise Price: $0.40 for a three year period
Number of Placees: 2 placees
Insider / Pro Group Participation: |
||
Placees |
# of Placees |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
4,218,470 |
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 July 6, 2022, confirming closing of the private placement.
________________________________________
ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE: Warrant Price Amendment
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the reduction in the exercise price of the following warrants:
Private Placement:
# of Warrants: 7,510,000
Expiry Date of Warrants: November 4, 2022
Original Exercise Price of Warrants: $0.08
New Exercise Price of Warrants: November 4, 2023
These warrants were issued pursuant to a private placement of 10,220,000 shares with 7,510,000 share purchase warrants attached, which was accepted for filing by the Exchange effective November 18, 2021.
________________________________________
ROYAL HELIUM LTD. ("RHC")
BULLETIN TYPE: Prospectus-Unit Offering, Amendment
BULLETIN DATE: October 26, 2022
TSX Venture Tier 2 Company
Further to Exchange Bulletin dated October 13, 2022, the Company has advised that the Underwriters have exercised the remaining Over-allotment Options resulting in additional gross proceeds of $793,199 and the issuance of 3,050,768 Units at $0.26 per Unit.
The remaining Underwriters' fees were an aggregate of $47,591.98 cash commission and 183,046 Compensation Units (non-transferable).
Please refer to the news release dated October 19, 2022 for further details.
________________________________________
NEX COMPANY:
CANADA ENERGY PARTNERS INC. ("CE.H")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: October 26, 2022
NEX Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated Oct. 21, 2022, 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
Market Information Services at 1-888-873-8392, or email: [email protected]
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