VANCOUVER, BC, May 21, 2021 /CNW/ - TSX VENTURE COMPANIES
SOL CUISINE LTD. ("VEG")
[formerly Platform 9 Capital Corp. ("PN.P")]
BULLETIN TYPE: Qualifying Transaction - Completed/New Symbol, Name Change and Consolidation, Brokered Private Placement, Non-Brokered Private Placement and Resume Trading
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing Platform 9 Capital Corp.'s (the "Company") qualifying transaction ("Transaction") described in its Filing Statement dated May 7, 2021 (the "Filing Statement"). As a result, at the opening on Wednesday, May 26, 2021, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Company acquired all of the issued and outstanding shares of Sol Cuisine Inc. (the "Target") by way of a three-cornered amalgamation of the Target and a wholly-owned subsidiary of the Company and issued 46,824,212 post-consolidated common shares in the capital of the Company ("Resulting Issuer Shares") to the shareholders of the Target (not including the private placements described below) on May 19, 2021. Pursuant to the Transaction, all shareholders of the Target exchanged their common shares in the capital of the Target ("Target Shares") at an exchange ratio of 1:1 Resulting Issuer Shares for every one Target Share held. In addition, all outstanding options and warrants of the Target were exchanged for economically equivalent securities of the Company based on the same exchange ratio.
Immediately prior to the closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of 16.2071 pre-Consolidation common shares to 1 post-Consolidation common share in the capital of the Company, and changed its name from "Platform 9 Capital Corp." to "Sol Cuisine Ltd.".
As a result of the Transaction, an aggregate of 28,461,363 Resulting Issuer Shares are escrowed pursuant to an Exchange Tier 2 Surplus Escrow Agreement. In addition, 251,119 Resulting Issuer Shares remain subject to the CPC Escrow Agreement (as defined in the Filing Statement).
The Resulting Issuer is classified as a Tier 2 Issuer: "Frozen food manufacturing" (NAICS Number: 311410).
For further information, please refer to the Filing Statement, which is available on SEDAR.
Resume Trading
Further to the Exchange's Bulletin dated December 11, 2019, trading in the Resulting Issuer Shares will resume at the opening on Wednesday, May 26, 2021.
Effective at the opening on Wednesday, May 26, 2021, the trading symbol for the Company will change from "PN.P" to "VEG".
Name Change and Consolidation
At the annual and special meeting of shareholders on April 23, 2021, shareholders approved a special resolution approving the Company's share capital consolidation on the basis of 16.2071 pre-consolidation shares for 1 post-consolidation share as well as a special resolution approving the Company's name change. The name of the Company has been changed from "Platform 9 Capital Corp." to "Sol Cuisine Ltd.".
Effective at the opening on Wednesday, May 26, 2021, the shares of Sol Cuisine Ltd. will commence trading on the Exchange and the shares of Platform 9 Capital Corp. will be delisted.
Concurrent Private Placement Financing
The Exchange has accepted for filing documentation with respect to a Brokered Private Placement (the "Sol Financing") announced on March 8, 2021 and April 14, 2021. The Sol Financing was comprised of Target Subscription Receipts at a price of $2.15 per Target Subscription Receipt. Each Target Subscription receipt converted into one Sol Share and one-half of one warrant to purchase one Sol Share. The Sol Shares issued on conversion of the Target Subscription Receipts were exchanged for Resulting Issuer Shares pursuant to the Transaction on a 1:1 basis, and the Sol warrants are exercisable to purchase Resulting Issuer Shares at an exercise price of $2.60 per share for a period of two years from the closing of the Transaction, subject to accelerated expiry in certain circumstances.
Number of Resulting Issuer Shares: |
6,000,231 |
Purchase Price: |
$2.15 per Resulting Issuer share |
Number of Resulting Issuer Warrants: |
3,000,116 |
Number of Placees: |
112 placees |
Insider / Pro Group Participation: |
||
Name |
Insider = Y / Pro Group = P |
Number of Shares |
3 participants |
P |
262,357 |
In addition, the Exchange has accepted for filing documentation with respect to a Non Brokered Private Placement on the same terms as the Sol Financing.
Number of Resulting Issuer Shares: |
976,513 |
Purchase Price: |
$2.15 per Resulting Issuer Share |
Number of Resulting Issuer Warrants: |
488,257 |
Number of Placees: |
8 placees |
Insider / Pro Group Participation: |
||
Name |
Insider = Y / Pro Group = P |
Number of Shares |
Planted Power Inc. New Acres Funds Export Development Canada BDC Capital Inc. Mike Fata John Flanagan |
Y Y Y Y Y Y |
44,509 181,776 174,493 529,137 3,893 3,893 |
In connection with the Sol Financing, the agent received aggregate cash fees of $702,775 and 326,872 compensation options, each exercisable to purchase one Resulting Issuer Share and one-half of one Resulting Issuer Warrant at a price of $2.15. The Resulting Issuer Warrants are exercisable to purchase Resulting Issuer Shares at an exercise price of $2.60 per share for a period of two years from the closing of the Transaction, subject to accelerated expiry in certain circumstances.
The Company has confirmed the closing of the Sol Financing via a press release dated April 15, 2021.
Capitalization: |
Unlimited number of common shares with no par value of which 54,382,350 shares are issued and outstanding |
Escrow: |
28,712,482 common shares |
Transfer Agent: |
TSX Trust Company |
Trading Symbol: |
VEG (new) |
CUSIP Number: |
83411E108 (new) |
Issuer Contact: |
John Flanagan, Chief Executive Officer |
Issuer Address: |
1201 Fewster Drive, Mississauga, Ontario L4W 1A2 |
Issuer Phone Number: |
(905) 502 - 8500 |
Issuer Email: |
________________________________________
SOUTH STAR BATTERY METALS CORP. ("STS")
[formerly SOUTH STAR MINING CORP. ("STS")]
BULLETIN TYPE: Name Change
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Pursuant to a Directors resolution dated April 30, 2021, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening May 26, 2021, the common shares of South Star Battery Metals Corp. will commence trading on TSX Venture Exchange, and the common shares of South Star Mining Corp. will be delisted. The Company is classified as a 'Junior Natural Resource Mining' company.
Capitalization: |
unlimited shares with no par value of which |
71,819,021 shares are issued and outstanding |
|
Escrow: |
nil |
Transfer Agent: |
Computershare Investor Services Inc. |
|
Trading Symbol: |
STS |
Unchanged |
CUSIP Number: |
840435101 |
New |
________________________________________
NEX COMPANY:
AUTOMOTIVE FINCO CORP. ("AFCC.H")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: May 21, 2021
NEX Company
The Issuer has declared the following dividend:
Dividend per common share: $0.0171
Payable Date: June 30, 2021
Record Date: May 31, 2021
Ex-dividend Date: May 28, 2021
______________________________________
21/05/21 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
ANFIELD ENERGY INC. ("AEC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 5, 2021:
Number of Shares: |
57,645,296 shares |
Purchase Price: |
$0.085 per share |
Warrants: |
57,645,296 share purchase warrants to purchase 57,645,296 shares |
Warrant Exercise Price: |
$0.13 for a two-year period |
Number of Placees: |
67 placees |
Insider / Pro Group Participation: |
||
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Corey Dias |
Y |
2,000,000 |
Joshua Bleak |
Y |
2,000,000 |
John Eckersley |
Y |
250,000 |
Aggregate Pro Group Involvement |
P |
250,000 |
[1 placee] |
||
Finder's Fee: |
Red Cloud Securities Inc. - $200,952.51 and 2,521,133 Finder's Warrants that are exercisable into common shares at $0.13 per share to May 13, 2023. |
Canaccord Genuity Corp. - $38,080.00 and 448,000 Finder's Warrants that are exercisable into common shares at $0.13 per share to May 13, 2023. |
|
Sprott Capital Partners - $700.00 |
|
Hampton Securities Limited - $1,933.75 and 22,750 Finder's Warrants that are exercisable into common shares at $0.13 per share to May 13, 2023. |
|
Haywood Securities Inc. - $15,618.75 |
|
PI Financial Corp. - $2,266.24 and 26,662 Finder's Warrants that are exercisable into common shares at $0.13 per share to May 13, 2023. |
|
EMD Financial Inc. - $11,704.75 and 138,127 Finder's Warrants that are exercisable into common shares at $0.13 per share to May 13, 2023. |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated May 14, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. 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.
________________________________________
ARTEMIS GOLD INC. ("ARTG")
BULLETIN TYPE: Prospectus-Share Offering, Correction
BULLETIN DATE: May 21, 2021
TSX Venture Tier 1 Company
Further to the bulletin dated May 20, 2021 issued in connection with the Company's Bought Deal Offering filed pursuant to the Prospectus Supplement dated May 12, 2021 whereby $115,003,910 was raised through the issuance of 18,863,100 shares at $6.10 per share, the closing of the offering occurred on May 19, 2021, not May 9, 2021.
________________________________________
KWESST MICRO SYSTEMS INC. ("KWE")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced April 6 and April 9, 2021:
Number of Shares: |
3,536,057 common shares |
Purchase Price: |
$1.25 per share |
Warrants: |
3,536,057 share purchase warrants to purchase 3,536,057 common shares |
Warrant Exercise Price: |
$1.75 for a two-year period |
Number of Placees: |
86 placees |
Insider / Pro Group Participation: |
||
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Steven Archambault |
Y |
51,000 |
Elisabeth Preston |
Y |
20,000 |
David Luxton |
Y |
1,000 |
Finder Fee: |
Received an aggregate of $288,404.99 in cash and has issued 230,724 finder warrants payable to PI Financial Corp. and Beacon Securities Limited. |
Each finder's warrant is exercisable at $1.25 per share for a period of two year.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release dated April 29, 2021 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.
________________________________________
MOUNTAIN BOY MINERALS LTD. ("MTB")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement dated April 30, 2021 between Carl von Einsiedel (the "Optionor") and Mountain Boy Minerals Ltd. (the "Optionee") whereby the Optionee wishes to earn a 100% interest in the DOKX-Yeti property by making cash payments, issuing common shares and incurring certain exploration expenditures. There is a 1% net smelter return royalty ("NSR") payable to SKRR Exploration, with the right to buy back 0.5% for $500,000 and given that $500,000 exploration work has been spent, as well as a 0.1% NSR to Carl von Einsiedel. Consideration payable to the Optionor is an aggregate of $150,000 cash, 500,000 common shares and $500,000 exploration work.
For more information, refer to the Company's news release dated May 10, 2021.
________________________________________
NEW FOUND GOLD CORP. ("NFG")
BULLETIN TYPE: Halt
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Effective at 9:14 a.m. PST, May 21, 2021, 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.
________________________________________
PACIFIC BOOKER MINERALS INC. ("BKM")
BULLETIN TYPE: Halt
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Effective at 7:09 a.m. PST, May 21, 2021, 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.
________________________________________
PAN GLOBAL RESOURCES INC. ("PGZ")
BULLETIN TYPE: Halt
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Effective at 12:34 p.m. PST, May 20, 2021, 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.
________________________________________
PAN GLOBAL RESOURCES INC. ("PGZ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, May 21, 2021, shares of the Company resumed trading, an announcement having been made.
________________________________________
PROSPERA ENERGY INC. ("PEI")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: May 21, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 3, 2021:
Unit Offering
Number of Shares: |
40,000,000 common share units ("Units"). Each Unit consists of one common share and one common share purchase warrant. |
Purchase Price: |
$0.02 per Unit |
Warrants: |
40,000,000 warrants to purchase 40,000,000 common shares |
Warrant Exercise Price: |
$0.05 exercisable for a period of two years from the date of closing. The Company may accelerate the expiry of the warrants to 15 days, in the event that the shares trade at $0.10 for five consecutive business days following the expiry of the hold period. |
Convertible Debenture Offering
Convertible Debenture |
$3,310,411.99 |
Conversion Price: |
Convertible into units consisting of one common share and one common share purchase warrant at $0.05 of principal outstanding in year one, and at $0.10 in year two. The Company reserves the right to force conversion in the event that the shares of the Company trade at $0.30 for a period of 10 days or more. |
Maturity date: |
Two years from the date of closing |
Warrants |
Each warrant will have a term of two years from the date of issuance of the debentures and entitle the holder to purchase one common share. The warrants are exercisable at the price of $0.075 for a period of two years from the date of closing. |
Interest rate: |
8% per annum |
Number of Placees: |
32 Placees |
Insider / Pro Group Participation: |
||
Insider=Y / |
# of Units/ |
|
Name |
ProGroup=P |
Debentures |
Cabaca Resources Ltd. |
Y |
1,226,901 Units & |
(Samuel David) |
$35,862 Debentures |
|
Finder's Fee: |
$800.02 cash and 224,003 Finder's Warrants paid to PI Financial Corp. |
$900.00 cash and 252,490 Finder's Warrants paid to Dustin Nanos |
|
$187,250.00 cash and 3,745,000 Finder's Warrants paid to Capital Find Partners Inc. Each Finder's Warrants are exercisable at $0.05 per share and will expire on March 31, 2023. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued news releases on March 16, 2021, March 29, 2021 and April 1, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
SUGARBUD CRAFT GROWERS CORP. ("SUGR")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: May 21, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,650,000 common shares at a deemed price of $0.05 to settle outstanding debt for $132,500.00.
Number of Creditors: |
3 Creditors |
Insider / Pro Group Participation: |
||||
Insider=Y / |
Amount |
Deemed Price |
||
Creditor |
Progroup=P |
Owing |
per Share |
# of Shares |
Janice Comeau |
Y |
$45,000 |
$0.05 |
900,000 |
Stephen Martin |
Y |
$45,000 |
$0.05 |
900,000 |
Ian Miller |
Y |
$42,500 |
$0.05 |
850,000 |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
THE REAL BROKERAGE INC. ("REAX")
BULLETIN TYPE: Normal Course Issuer Bid
BULLETIN DATE: May 21, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated May 3, 2021, it may repurchase shares to acquire shares for the purpose of the Company's RSU Plan, up to 7,170,279 shares in its own capital stock. The purchases are to be made through the facilities of TSX Venture Exchange or other recognized marketplaces during the period May 20, 2021 to May 19, 2022. Purchases pursuant to the bid will be made by RBC Capital Markets Inc. (Jamie Green)Error! Bookmark not defined. on behalf of the Company.
________________________________________
SOURCE TSX Venture Exchange
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