TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, March 15, 2023 /CNW/ -
TSX VENTURE COMPANIES
I-MINERALS INC. ("IMA.H")
[formerly I-Minerals Inc. ("IMA")]
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Transfer and New Addition to NEX, Symbol Change, Resume Trading
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
Property-Asset or Share Disposition Agreement
TSX Venture Exchange has accepted for filing documentation with respect to a disposition (the "Disposition") of all of the issued and outstanding common shares of the Company's subsidiary, i-minerals USA (the "Subsidiary"), to a non-arm's length party (the "Purchaser"). The Subsidiary owns a 100% interest in certain leases that comprise the Helmer-Bovill Property, located in Idaho, USA (the "Property").
The following are the key terms of the Disposition, some of which have been completed at the time of closing of the Disposition:
- Immediately prior to closing of the Disposition, the Company will contribute an intercompany debt owed by the Subsidiary to the Company in the amount of approximately $25.7-million (U.S.), resulting in the cancellation of the outstanding indebtedness.
- At the closing of the Disposition, the Company will sell all of the shares of the Subsidiary to the Purchaser for an amount equal to $3-million (the "Share Value").
- The Share Value will be satisfied by the Purchaser on a non-cash basis by the set off of an equal amount of debt owed by the Company to the Purchaser (the "Set Off").
- Immediately following the Set Off, the Purchaser will transfer to the Company the balance of the debt owed by the Company by the Purchaser (which debt was approximately $35.4-million (U.S.) before the Set Off).
- Previously entered into loan agreements among the Company, the Purchaser and the Subsidiary, including all security granted thereunder, will be terminated and/or discharged.
- The Company will be subject to non-competition and non-solicitation covenants in favour of the Purchaser for a period of five years commencing on the closing of the Disposition.
- As part of the Disposition, the Purchaser has agreed to pay taxes that will become payable by the Company as a result of the Disposition (approximately $450,000 (U.S.)). In consideration for such payment by the Purchaser, the Company will issue a promissory note in favour of the Purchaser for the amount of the taxes so paid. The promissory note will be repaid out of any refund received by the Company from the applicable government agency.
Please refer to the Company's news releases dated September 15, 2022, January 19, 2023, March 2, 2023 and March 6, 2023 for further details.
Transfer and New Addition to NEX, Symbol Change
In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company. Therefore, effective at the opening on Friday, March 17, 2023, the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Vancouver to NEX.
As of March 17, 2023, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
The trading symbol for the Company will change from IMA to IMA.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
Resume Trading
Effective at the opening on Friday, March 17, 2023, the shares of the Company will resume trading.
_______________________________________
RT MINERALS CORP. ("RTM")
BULLETIN TYPE: Consolidation, No Symbol Change
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
Pursuant to a director's resolution dated February 3, 2023, the Company has consolidated its capital on a Ten (10) old for One (1) new basis. The name of the Company has not been changed.
Effective at the opening March 17, 2023, the common shares of RT Minerals Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mineral Exploration/Development' company.
Post - Consolidation |
||
Capitalization: |
unlimited |
shares with no par value of which |
6,004,465 |
shares are issued and outstanding |
|
Escrow: |
nil |
|
Transfer Agent: |
Computershare Investor Services Inc. |
|
Trading Symbol: |
RTM UNCHANGED |
|
CUSIP Number: |
74976W609 NEW |
|
________________________________________
SAILFISH ROYALTY CORP. ("FISH")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
The Issuer has declared the following dividend:
Dividend per common share: US$0.0125
Payable Date: April 17th, 2023
Record Date: March 31st, 2023
Ex-dividend Date: March 30th, 2023
________________________________________
23/03/15 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BITTERROOT RESOURCES LTD. ("BTT")
BULLETIN TYPE: Private Placement-Non-Brokered, Amended
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange (the "Exchange") bulletin dated February 8, 2023 (the "Bulletin"), the Exchange has accepted the following amendments to the Bulletin with respect to a Non-Brokered Private Placement announced on September 28, 2022 and January 17, 2023:
Number of Shares: |
5,000,000 shares |
Purchase Price: |
$0.04 per share |
Warrants: |
2,500,000 share purchase warrants to purchase 2,500,000 shares |
Warrant Exercise Price: |
$0.08 for a two-year period |
Number of Placees: |
5 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
4,250,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Finder's Fee: N/A |
The Company issued news releases on January 27, 2023 and February 22, 2022 confirming the 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.
________________________________________
CHURCHILL RESOURCES INC. ("CRI")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 625,000 common shares to settle outstanding debt for $50,000.
Number of Creditors: 2 Creditors
Non-Arm's Length Party / Pro Group Participation: |
||||
Creditors |
# of |
Amount Owing |
Deemed Price |
Aggregate # of |
Aggregate Non-Arm's Length Party Involvement: |
N/A |
N/A |
N/A |
N/A |
Aggregate Pro Group Involvement: |
N/A |
N/A |
N/A |
N/A |
For further details, please refer to the Company's news release dated March 06, 2023. The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
EDGEWATER WIRELESS SYSTEMS INC. ("YFI")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 323,937 shares at a deemed price of $0.0545 per share to settle outstanding debt for $17,654.79.
Number of Creditors: 10 Creditors
Non-Arm's Length Party / Pro Group Participation: |
||||
Creditors |
# of |
Amount Owing |
Deemed Price |
Aggregate # of |
Aggregate Non-Arm's Length Party Involvement: |
3 |
$3,402.74 |
$0.0545 |
62,434 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
N/A |
N/A |
The Company shall issue a news release when the shares are issued and the debt extinguished.
________________________________________
ELCORA ADVANCED MATERIALS CORP. ("ERA")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has consented to extension of the following Warrants:
Number of Warrants: 22,410,000
Original Expiry Date of Warrants: March 23, 2023
New Expiry Date of Warrants: March 23, 2024
These warrants were issued under a private placement including a total of 22,410,000 shares and 22,410,000 warrants, which was accepted for filing by the Exchange, effective on October 19, 2021 (as amended on November 22, 2021).
Number of Warrants: 35,983,700
Original Expiry Date of Warrants: April 8, 2023
New Expiry Date of Warrants: April 8, 2024
These warrants were issued under a private placement including a total of 35,983,700 shares and 35,983,700 warrants, which was accepted for filing by the Exchange, effective on October 19, 2021 (as amended on November 22, 2021).
__________________________________
GLADIATOR METALS CORP. ("GLAD")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 27, 2023:
Flow-Through |
|
Number of Shares: |
3,400,000 shares |
Purchase Price: |
$0.37 per share |
Non-Flow-Through |
|
Number of Shares: |
5,262,855 shares |
Purchase Price: |
$0.35 per share |
Warrants: |
2,631,425 share purchase warrants to purchase 2,631,425 shares |
Warrant Exercise Price: |
$0.55 for a 18-month period |
Number of Placees: |
56 placees |
Insider / Pro Group Participation: |
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
400,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
The Company issued a news release on March 14, 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.]
________________________________________
GLOBAL ENERGY METALS CORPORATION ("GEMC")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted the Company's warrant incentive program (the "Warrant Incentive Program) designed to encourage the exercise of 13,506,500 existing warrants of the Company. Each warrant entitled the holder to acquire one (1) common share at a price of $0.08 per share as described in the Company's news release dated January 27, 2023.
Pursuant to the Warrant Incentive Program, each of the holders of warrants that exercised warrants during an early exercise period (the "Early Exercise Period") received an additional warrant entitling such holder to acquire one (1) common share of the Company at a price of $0.15 per share for a 12-month period.
The Early Exercise Period commenced on January 27, 2023 and expired on February 27, 2023.
In connection with the Warrant Incentive Program, a total of 7,280,250 warrants were exercised, providing gross proceeds of $582,420 to the Company and resulting in the Company issuing 7,280,250 Common Shares and 7,280,250 Incentive Warrants as follows:
Number of shares issued upon exercise of existing warrants: 7,280,250 common shares
Purchase Price (exercise price of the existing warrants): $0.08 per common share
Incentive Warrants: 7,280,250 share purchase warrants to purchase 7,280,250 shares
Incentive Warrant Exercise Price: at a price of $0.15 per share until for a 12-month period
Number of Placees: 23 Placees
Name |
Insider=Y/ |
Number of |
Thomas Seltzer |
P |
200,000 |
Luis Hadic |
Y |
140,000 |
Mitchell Smith |
Y |
590,000 |
All warrants that were not exercised under the Warrant Incentive Program continued to entitle the holder to acquire common shares as per the original terms of the warrants.
For further details, please refer to the Company's news releases dated January 27, 2023 and March 1, 2023.
_______________________________________
LITHIUM IONIC CORP. ("LTH")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of all of the issued and outstanding shares of Neolit Minerals Participacoes Ltda (the "Target"), pursuant to a securities purchase agreement dated March 10, 2023, entered into between Lithium Ionic Corp. (the "Company") and the arm's length shareholder of the Target (the "Vendor"). The Target is a Brazil-based company which owns a 40% interest in the Salinas Project (the "Project") and rights to acquire up to an 85% ownership interest in the Project, which is located in Brazil.
As consideration for the acquisition, the Company will pay the Vendor: (i) aggregate cash consideration of USD$6,000,000 over an 18-month period from closing; (ii) issuance of 4,000,000 common shares to the Vendor on closing; and (iii) issue 1,500,000 common share purchase warrants to the Vendor, with each warrant exercisable into one common share at CDN$2.25 for a period of 3-years from the date of issuance.
For further details, please refer to the Company's news release dated March 13, 2023.
________________________________________
MEXICAN GOLD MINING CORP. ("MEX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 23, 2023:
Number of Shares: |
7,499,998 shares |
Purchase Price: |
$0.12 per share |
Warrants: |
7,499,998 share purchase warrants to purchase 7,499,998 shares |
Warrant Exercise Price: |
$0.15 for a two-year period |
Number of Placees: |
12 placees |
Insider / Pro Group Participation: |
3 Insiders subscribed a total number of 708,333 units. |
Finder's Fee: |
$3,474 cash payable to one finder. |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company must issue a news release 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.
________________________________________
NEXLIVING COMMUNITIES INC. ("NXLV")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to an acquisition agreement (the "Agreement") dated October 17, 2022, between NexLiving Communities Inc. (the "Company") and an arm's length vendor (the "Vendor"), in connection with the acquisition of all the issued and outstanding shares of Northpoint Management Inc., whose sole asset consists of real property located at 2251 Mountain Road, Moncton New Brunswick and 2261 Mountain Road, Moncton New Brunswick.
Pursuant to the Agreement, the total consideration payable is $39,600,000, of which $7,500,000 is payable through the issuance of 37,500,000 common shares at a price of $0.20 per common share, the assumption of a $30,700,000 CMHC insured mortgage and the balance of $1,400,000 payable in cash.
For further information, please refer to the Company's press releases dated November 4, 2021 and December 5, 2022 and March 1, 2023.
_____________________________________
REGULUS RESOURCES INC. ("REG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 22, 2022 and January 20, 2023:
Number of Shares: |
22,658,974 common shares |
Purchase Price: |
$1.02 per common share |
Number of Placees: |
2 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
22,658,974 |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
N/A |
N/A |
N/A |
The Company issued a news release on January 30, 2023 confirming closing of the private placement.
________________________________________
REPLICEL LIFE SCIENCES INC. ("RP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 15, 2023
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 26, 2023:
Number of Shares: |
10,131,000 shares |
Purchase Price: |
$0.10 per share |
Warrants: |
5,065,500 share purchase warrants to purchase 5,065,500 shares |
Warrant Exercise Price: |
$0.20 for a four year period |
Number of Placees: |
5 placees |
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
2 |
8,064,000 |
Aggregate Pro Group Involvement: |
N/A |
N/A |
Aggregate Cash |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
N/A |
N/A |
N/A |
The Company issued a news release on March 14, 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.]
________________________________________
TISDALE CLEAN ENERGY CORP. ("TCEC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation the Option Agreement dated October 19, 2022 ("Agreement") between the Company and an arm's length vendor ("Vendor"). Pursuant to the terms of the Agreement, the Company may acquire up to a 75% interest in the South Falcon East property ("Property") through a two-phase option structure:
Phase 1 -- To acquire a 51% interest in the Property, the Company must issue and commit:
- $350,000 cash paid and 1,111,111 common shares ("Share") at a deemed price of $0.356 per Share issued upon closing;
- $1,450,000 cash and expend $1,250,000 of exploration or expenditures within 18-months from closing;
- $1,800,000 cash and expend $1,750,000 of exploration or expenditures within 24-months from closing;
- $2,500,000 cash and expend $2,500,000 of exploration or expenditures within 36-months from closing.
Phase 2 -- To acquire a 75% interest in the Property, the Company must issue and commit:
- $5,000,000 cash and expend $2,500,000 of exploration or expenditures within 48-months from closing.
- Expend $2,500,000 of exploration or expenditures within 60-months from closing.
The Company may elect to satisfy certain cash payments through the issuance of Shares at a deemed price based on the 20-day VWAP, but no lesser than the allowable Discounted Market Price. The Vendor may not be issued a number of Shares that would constitute the creation of an Insider.
The property is subject to an existing 2% net smelter returns ("NSR") royalty in favour of a former owner. Pursuant to the Agreement, the Issuer has also agreed to grant a further 2% NSR royalty to the Vendor, one-half of which may be purchased at any time by completing a one-time cash payment of $1,000,000.
For further details, please refer to the Company's news releases dated October 20, 2022 and January 25, 2023.
________________________________________
VENZEE TECHNOLOGIES INC. (''VENZ'')
BULLETIN TYPE: Regional Office Change
BULLETIN DATE: March 15, 2023
TSX Venture Tier 2 Company
Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and accepted the change of the Filing and Regional Office from Montreal, Quebec to Vancouver, British Columbia.
________________________________________
SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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