VANCOUVER, BC, June 20, 2022 /CNW/ - TSX VENTURE COMPANIES
ASTER ACQUISITION CORP. ("ATR.P")
BULLETIN TYPE: New Listing-CPC-Shares, HALT
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
This Capital Pool Company's (the Company) Prospectus dated March 28, 2022 has been filed with and accepted by TSX Venture Exchange and the British Columbia and Alberta Securities Commissions effective March 30, 2022 pursuant to the provisions of the British Columbia Securities Act and Multilateral Instrument 11-102 Passport System in Alberta. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company intends to complete its initial distribution of securities to the public. The gross proceeds to be received by the Company for the Offering will be $300,000 (3,000,000 common shares at $0.10 per share).
Commence Date: |
At the market open June 22, 2022 the Common shares will be |
The closing of the public offering is scheduled to occur on June 22, 2022. A further notice will be issued upon receipt of closing confirmation and the trading halt will be lifted.
Corporate Jurisdiction: |
British Columbia |
|
Capitalization: |
unlimited |
common shares with no par value of which |
6,700,000 |
common shares will be issued and outstanding at the closing of the offering |
|
Escrowed Shares: |
3,700,000 |
common shares will be subject to escrow at the closing of the offering |
Transfer Agent: |
Endeavor Trust Corporation |
Trading Symbol: |
ATR.P |
CUSIP Number: |
045938107 |
Agent: |
Canaccord Genuity Corp. |
Agent's Warrants: |
300,000 non-transferable warrants. One warrant entitles the holder to |
For further information, please refer to the Company's Prospectus dated March 28, 2022.
Company Contact: |
Vincent Wong |
Company Address: |
478-6647 Fraser Street, Vancouver, BC |
Company Phone Number: |
604-909-4880 |
Company Email Address: |
________________________________________
NUREXONE BIOLOGIC INC. ("NRX")
[formerly EnerSpar Corp. ("ENER")]
BULLETIN TYPE: Reverse Takeover - Completed, Private Placement –Non-Brokered, Name Change and Consolidation, Symbol Change, Reinstated for Trading
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
Reverse Takeover-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing NurExone Biologic Inc.'s. (formerly EnerSpar Corp) (the "Company") reverse takeover transaction ("Transaction") described in its Filing Statement dated May 12, 2022 (the "Filing Statement"). The Transaction includes the following:
Further to the Exchange Bulletin dated May 13, 2022 in relation to Notice of Distribution, on May 31, 2022 the Company completed the spin out its wholly-owned subsidiary, 1222150 B.C. Ltd ("NumberCo"), by way of a dividend-in-kind distributing the securities of the NumberCo held by the Company pro rata to the shareholders of the Company.
Pursuant to a securities exchange agreement dated January 3, 2022, as amended April 12, 2022, the Company has acquired all of the issued and outstanding shares of NurExone Biologic Ltd. (the "Target") for a consideration of 34,146,149 post consolidation common shares of the Company (excluding the number of post consolidation common shares issued on conversion of the subscription receipts described in the next section)
In addition, 1,150,000 post-consolidation common shares were issued to an arm's length party, Exiteam Capital Partners, for financial advisory services in connection with the RTO.
Private Placement –Non-Brokered
Prior to the completion of the Transaction, on May 5, 2022 the Target completed a non-brokered private placement of subscription receipts (the "Financing") which have been exchanged into the following securities on a post-consolidation basis in the Resulting Issuer:
|
4,551,814 common shares |
Purchase Price: |
$0.80 per common share |
Warrants: |
4,551,814 common share purchase warrants to purchase 4,551,814 common shares |
Warrant Exercise Price: |
$1.20 until June 15, 2024 |
Number of Placees: |
19 placees |
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants. |
|
The Company has issued a news release dated June 15, 2022 confirming the closing of the Financing and the Transaction. |
|
Name Change and Consolidation |
Pursuant to a resolution passed by shareholders on February 7, 2022, the Company has consolidated its common shares on a 1 new for each 10 old basis. The name of the Company has also been changed to NurExone Biologic Inc.
Effective at the opening Wednesday June 22, 2022, the common shares of NurExone Biologic Inc. will commence trading on TSX Venture Exchange, and the common shares of EnerSpar Corp. will be delisted.
Corporate Jurisdiction: |
Alberta |
Post - Consolidation Capitalization: |
Unlimited number of common shares with no par value of which 42,383,963 common shares are issued and outstanding. |
|
18,650,000 common shares |
|
Computershare Trust Company of Canada |
|
NRX (new) |
CUSIP Number: |
67059R109 (new) |
For further information, please refer to the Company's Filing Statement dated May 12, 2022.
The Resulting Issuer is classified as a "Pharmaceutical and Medicine Manufacturing" company (NAICS 32541)
Company Contact: |
Eran Ovadya, Chief Financial Officer |
Company Address: |
9 Mezada Street, BSR 3 Tower, 30th Floor, Bnei-Brak, Israel 5120109 |
Company Phone Number: |
972-52-4803034 |
Company Email Address: |
|
Company Website: |
www.nurexone.com |
Reinstated for Trading
Effective at the opening on Wednesday, June 22, 2022, trading will be reinstated in the common shares of the Resulting Issuer under the symbol "NRX".
_______________________________________________
SOUTH STAR BATTERY METALS CORP. ("STS")
BULLETIN TYPE: Consolidation
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
Pursuant to a resolution passed by the directors of the Company on June 7, 2022, the Company has consolidated its capital on a five (5) old for one (1) new basis. The name of the Company has not been changed.
Effective at the opening June 22, 2022, the shares of South Star Battery Metals Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Junior Natural Resource Mining' company.
Post - Consolidation |
||
Capitalization: |
Unlimited |
shares with no par value of which |
20,506,704 |
shares are issued and outstanding |
|
Escrow |
Nil |
shares are subject to escrow |
Transfer Agent: |
Computershare Investor Services Inc. |
Trading Symbol: |
STS (UNCHANGED) |
CUSIP Number: |
840435200 (new) |
________________________________________
SPITFYRE CAPITAL INC. ("FYRE.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
This Capital Pool Company's (the 'Company') Amended and Restated Prospectus dated May 13, 2022, has been filed with and accepted by TSX Venture Exchange and the Ontario, Alberta and British Columbia Securities Commissions effective May 18, 2022, pursuant to the provisions of the respective Securities Acts. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company has completed its initial distribution of securities to the public. The gross proceeds received by the Company for the Offering were $250,000 (1,250,000 common shares at $0.20 per share).
Commence Date: |
At the opening Wednesday June 22, 2022, the Common shares |
Corporate Jurisdiction: |
Ontario |
Capitalization: |
Unlimited common shares with no par value of which |
5,750,000 common shares are issued and outstanding |
|
Escrowed Shares: |
4,781,000 common shares |
Transfer Agent: |
Odyssey Trust Company |
Trading Symbol: |
FYRE.P |
CUSIP Number: |
84862K106 |
Agent: |
Hampton Securities Limited |
Agent's Options: |
125,000 non-transferable stock options. One option to purchase one |
For further information, please refer to the Company's Amended and Restated Prospectus dated May 13, 2022.
Company Contact: |
Matthew McMillan, Chief Executive Officer |
Company Address: |
100 King Street West, Suite 1600 |
1 First Canadian Place |
|
Toronto, Ontario |
|
M5X 1G5 |
|
Company Phone Number: |
905 484-7698 |
Company Email Address: |
________________________________________
TURNIUM TECHNOLOGY GROUP INC. ("TTGI")
[Formerly RMR SCIENCE TECHNOLOGIES INC. ("RMS.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated June 6, 2022 (the "Filing Statement"). As a result, at the opening on Wednesday, June 22, 2022, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
Qualifying Transaction ("QT")
The Exchange has been advised that the transactions below, have been completed:
RMR Science Technologies Inc. completed the arm's length/ acquisition of all shares of Turnium Technology Group Inc. ("Turnium" or "TTGI") for a consideration of 69,213,251 shares of the Company at $0.56 per share. The transaction was completed pursuant to an amalgamation agreement (the "Amalgamation Agreement") between the Company, TTGI and 1333633 B.C. Ltd ("Subco") dated December 21, 2021 and under the provisions of Division 3 of Part 9 of the Business Corporations Act (British Columbia). The Company issued one post-consolidation share for every Amalco share at closing, Amalco being the company to be formed as a result of the Amalgamation.
For further information, please read the Company's Filing Statement available on SEDAR.
In addition, the Exchange has accepted for filing the following:
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered and Non-Brokered Private Placement that closed on April 8, 2022 as disclosed in the Filing Statement:
Number of Shares: |
5,910,627 subscriptions receipts convertible into common shares, of which 3,145,643 was non-brokered and 2,764,984 was brokered |
Purchase Price: |
$0.56 per common share |
Warrants: |
2,955,314 share purchase warrants to purchase 2,955,314 common shares |
Warrant Exercise Price: |
$0.75 for a two year period |
Number of Placees: |
61 placees |
Insider / Pro Group Participation: |
N/A |
Finder's Fee: |
The Agent received a cash fee of $129,984 equal to 7.0% of the gross proceeds of |
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.
Name Change and Consolidation & Resume Trading
Pursuant to a director's' resolution passed on June 16, 2022, the Company has consolidated its capital on a five (5) old for one (1) new basis. The name of the company has also been changed to Turnium Technology Group Inc.
Effective at the opening on Wednesday, June 22, 2022, the common shares of Turnium Technology Group Inc. will commence trading on TSX Venture Exchange on a consolidated basis and the common shares of RMR Science Technologies Inc. will be delisted.
The Company is classified as a 'Financial Service' company.
Post – Consolidation |
||
Capitalization: |
Unlimited |
common shares with no par value of which |
68,540,081 |
common shares are issued and outstanding |
|
782,169 |
common shares subject to CPC Escrow |
|
22,607,707 |
common shares subject to a TSX Venture 3 year staged |
Transfer Agent: |
Computershare Trust Company |
Trading Symbol: |
TTGI (new) |
CUSIP Number: |
90043C 10 3 (new) |
Company Contact: |
Johan Arnet |
Company Address: 1127 West 15th Street, North Vancouver, BC, V7P 1M7 |
|
Company Phone Number: |
778-945-1075 |
Company Email Address: |
________________________________
TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
CANADA NICKEL COMPANY INC. ("CNC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to a purchase and sale agreement (the "Agreement") dated June 6, 2022, between Grid Metals Corp. (the "Vendor") and Canada Nickel Company Inc. (the "Company"). Pursuant to the Agreement, the Company shall acquire a 100% interest in 125 mining claims located near Matachewan, Ontario.
As consideration, the Company shall issue 2,000,000 common shares to the Vendor.
For further information, please refer to the Company's press release dated June 7, 2022.
_________________________________________
CANADA NICKEL COMPANY INC. ("CNC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation relating to two purchase and sale agreements (collectively the "Agreements") dated April 21, 2022 and May 24, 2022, between several arm's length parties (collectively the "Vendors") and Canada Nickel Company Inc. (the "Company"). Pursuant to the Agreements, the Company shall acquire an aggregate of 27 single cell mining claims and 1 multi-cell mining claim located in the Timmins, Ontario nickel-sulphide mining district.
As consideration, the Company shall issue an aggregate of 17,000 common shares to the Vendors.
For further information, please refer to the Company's press release dated June 7, 2022.
______________________________________
K.B. RECYCLING INDUSTRIES LTD. ("AKMY")("AKMY.WT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
The TSX Venture Exchange has accepted for filing documentation relating to a Share Purchase Agreement dated January 20, 2022 (the "Agreement"), between the Company and RAM.ON finance GmbH (the "Vendor") of oceansix GmbH (the "Target"). Pursuant to the Agreement, the Company acquired from the Vendor all of the issued and outstanding shares of the Target on June 17, 2022.
As consideration for the Target's shares, on closing, the Company paid the Vendor 20,295,037 ordinary shares (the "Closing Shares"). The Agreement also includes earnout payments involving the issuance of additional Ordinary Shares to the Vendor upon the achievement of certain milestones, up to a maximum of 148,166,312 Ordinary Shares in aggregate (inclusive of the Closing Shares) over a period of five years post-closing.
For more information, please refer to the Company's news releases dated January 21, 2022 and June 17, 2022.
____________________________________________
LARA EXPLORATION LTD. ("LRA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 20, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 19, 2022:
Number of Shares: |
6,153,846 shares |
Purchase Price: |
$0.65 per share |
Warrants: |
3,076,923 share purchase warrants to purchase 3,076,923 shares |
Warrant Exercise Price: |
$1.00 for a three year period |
Number of Placees: |
17 placees |
Insider / Pro Group Participation: |
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Miles F. Thompson |
Y |
461,538 |
Pedra da Gavea Co. Ltd. |
||
(William C. Steers) |
Y |
76,000 |
Steven M. Yuzpe |
Y |
38,461 |
Christopher B. Jones |
Y |
38,461 |
Aggregate Pro Group Involvement |
P |
38,000 |
[1 placee] |
Finder's Fee: |
1,520 units payable to Haywood Securities Inc. |
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.
________________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement-Brokered, Convertible Debenture(s)
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on July 13, 2021:
Convertible Debenture |
US$3,000,000 principal amount (US$2,500,000 of which is convertible into common shares) |
Conversion Price: |
Convertible into common shares at US$0.12 per share until maturity |
Maturity Date: |
48 months from the issuance |
Interest Rate: |
10% per annum, payable quarterly |
Warrants: |
20,833,333 share purchase warrants to purchase 20,833,333 common shares |
Warrant Exercise Price: |
US$0.12 for a period of 48 months |
Number of Placees: |
1 placee |
Finder's Fee: |
An aggregate of US$200,000 and 5,208,333 compensation options payable to |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.
_______________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 13, 2021:
Number of Shares: |
17,874,996 common shares |
Purchase Price: |
US$0.12 per common share |
Warrants: |
17,874,996 share purchase warrants to purchase 17,874,996 common shares |
Warrant Exercise Price: |
US$0.12 for a period of (i) 24 months for 9,541,663 warrants and (ii) 60 months for 8,333,333 warrants |
Number of Placees: |
12 Placees |
Insider / Pro Group Participation: |
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Aleksandr Blyumkin |
Y (insider at time of closing) |
1,875,000 |
Cantone Asset Management, LLC |
||
[Anthony Cantone] |
Y |
1,041,666 |
Finder's Fee: |
An aggregate of US$37,599.99 and 577,082 compensation options payable to |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.
________________________________________
PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement- Non-Brokered, Convertible Debenture(s)
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 13, 2021:
Convertible Debenture |
US$120,000 principal amount (US$100,000 of which is convertible into common shares) |
Conversion Price: |
Convertible into common shares at US$0.12 per share until maturity |
Maturity Date: |
24 months from the issuance |
Interest Rate: |
8% per annum, payable quarterly |
Warrants: |
833,333 share purchase warrants to purchase 833,333 common shares |
Warrant Exercise Price: |
US$0.12 for a period of 24 months |
Number of Placees: |
1 placee |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.
______________________________________
TIER ONE SILVER INC. ("TSLV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 20, 2022, May 31, 2022 and June 16, 2022:
Number of Shares: |
13,736,026 shares |
Purchase Price: |
$0.45 per share |
Warrants: |
13,736,026 share purchase warrants to purchase 13,736,026 shares |
Warrant Exercise Price: |
$0.75 for a three-year period subject to an accelerated clause |
Number of Placees: |
67 placees |
Insider / Pro Group Participation: |
Insider=Y / |
||
Name |
ProGroup=P |
# of Shares |
Stacy Rowa |
Y |
30,000 |
Jeffrey Mason |
Y |
221,000 |
Peter Dembicki |
Y |
22,000 |
SM Cook Legal Services Law Corp. (Steve Cook) |
Y |
50,000 |
Aggregate Pro Group Involvement |
P |
208,000 |
[2 placee(s)] |
Finder's Fee: |
Canaccord Genuity Corp. - $24,170.94 cash |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued news releases on May 31, 2022 and June 16, 2022, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
________________________________________
SOURCE TSX Venture Exchange
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