TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, May 3, 2022 /CNW/ -
ANACOTT ACQUISITION CORPORATION ("AAC.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
Effective at the open, Thursday, May 5, 2022, shares of the Company resumed trading, an announcement having been made on April 7, 2022 that the Company will not be proceeding with its proposed transaction.
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SPECTRE CAPITAL CORP. ("SOO.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
Effective at market open on Thursday, May 5, 2022, shares of the Company will resume trading, an announcement having been made regarding the termination of the proposed Qualifying Transaction with Hemptown Organics Corp.
Please refer to the Company's news release of March 25, 2022 for further details.
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ACCELEWARE LTD. ("AXE")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 23, 2022:
Convertible Debenture $715,000 in principal amount of unsecured convertible debentures ("Convertible Debentures")
Conversion Price: Convertible, at the option of the holder, into units ("Units") in the capital of the Company with each Unit consisting of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") at an conversion price ("Conversion Price") of the lesser of (i) $0.80, and (ii) a share price determined by the Company based on a future equity offering on or after the date the Convertible Debentures are issued, subject to a minimum price of $0.72, of principal amount per Unit.
Maturity date: Four (4) years from the date of issuance, subject to a forced conversion provision.
Warrants Each Warrant will have a term of twenty-four (24) months from the date of issuance of the Convertible Debentures and entitle the holder to purchase one common share. The Warrants are exercisable at the price of 200% of the Conversion Price.
Interest rate: 10% per annum payable on June 30th and December 31st in each year commencing on December 31, 2022
Number of Placees: 13 placees
Insider / Pro Group Participation: None
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P Convertible Debentures
Michal Okoniwski Y $50,000
Geoff Clark Y $50,000
Bohdan Romaniuk Y $25,000
Tracy Grierson Y $10,000
Sea to Summit
(Lindsey MacCarthy LLP) Y $75,000
Caralyn Bennett Y $20,000
Aggregate Pro Group Involvement P $100,000
Finder's Fee: None
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated April 5, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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ARANJIN RESOURCES LTD. ("ARJN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a term sheet agreement dated January 23, 2022 (the "Term Sheet"), pursuant to which Ion Energy Ltd. ("ION") and Aranjin Resources Ltd. (the "Company") will grant each other reciprocal exploration rights on their respective exploration licences within Mongolia, with the Company earning an 80% interest and ION earning a 20% interest in all base metal projects discovered on ION's properties, and ION earning an 80% interest and the Company earning a 20% interest in all lithium projects discovered on the Company's properties. Pursuant to the Term Sheet, each party will bear their own costs of exploration on the properties of the other party, with ION required to spend at least USD$500,000 and the Company USD$3,000,000 over the three years period. In case of any shortfall of its required expenditures, the Company may satisfy this shortfall through the payment of up to $2,500,000 to ION directly.
For more information, please refer to the Company's press releases dated February 1, 2022 and April 14, 2022.
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ATON RESOURCES INC. ("AAN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 23, 2022:
Number of Shares: 13,333,333 shares
Purchase Price: $0.15 per share
Number of Placees: 4 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
OU Kektik Y 12,763,333
Aggregate Pro Group Involvement P 200,000
[1 placee]
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated April 22, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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HPQ-SILICON RESOURCES INC. ("HPQ")
BULLETIN TYPE: Private Placement - Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:
Number of Securities: 6,800,000 common shares
Purchase Price: $0.53 per common share
Warrants: 6,800,000 share purchase warrants to purchase 6,800,000 common shares
Warrants Exercise Price: $0.60 per share for a period of 24 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 2, 2022.
LES RESSOURCES HPQ-SILICIUM INC. (« HPQ »)
TYPE DE BULLETIN: Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN: Le 3 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:
Nombre d'actions: 6 800 000 actions ordinaires
Prix : 0,53 $ par action ordinaire
Bons de souscription : 6 800 000 bons de souscription permettant de souscrire à 6 800 000 actions ordinaires
Prix d'exercice des bons : 0,60 $ par action pour une période de 24 mois suivant la clôture du placement privé
Nombre de souscripteurs: 1 souscripteur
Participation d'initiés / Groupe Pro: Aucune
Honoraire d'intermédiation: Aucun
La société a confirmé la clôture du placement privé dans un communiqué de presse daté du 2 mai 2022.
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ION ENERGY LTD. ("ION")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a term sheet agreement dated January 23, 2022 (the "Term Sheet"), pursuant to which Ion Energy Ltd. (the "Company") and Aranjin Resources Ltd. ("Aranjin") will grant each other reciprocal exploration rights on their respective exploration licences within Mongolia, with Aranjin earning an 80% interest and the Company earning a 20% interest in all base metal projects discovered on the Company's properties, and the Company earning an 80% interest and Aranjin earning a 20% interest in all lithium projects discovered on Aranjin's properties. Pursuant to the Term Sheet, each party will bear their own costs of exploration on the properties of the other party, with the Company required to spend at least USD$500,000 and Aranjin USD$3,000,000 over the three years period. In case of any shortfall of its required expenditures, Aranjin may satisfy this shortfall through the payment of up to USD$2,500,000 to the Company directly.
For more information, please refer to the Company's press releases dated February 1, 2022 and April 14, 2022.
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LINCOLN GOLD MINING INC. ("LMG")
BULLETIN TYPE: Warrant Price Amendment; Warrant Term Extension
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the reduction in the exercise price and the extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: 2,428,182
Forced Exercise Provision: If the closing price for the Company's shares is $0.10 or greater for a period of 10 consecutive trading days, then the warrant holders will have 30 days to exercise their warrants; otherwise the warrants will expire on the 31s day.
Original Exercise Price of Warrants: $0.15
New Exercise Price of Warrants: $0.08
Original Expiry Date of Warrants: April 13, 2022
New Expiry Date of Warrants: June 4, 2023
These warrants were issued pursuant to a private placement of 4,856,364 shares with 2,428,182 share purchase warrants attached, which was accepted for filing by the Exchange effective August 14, 2020.
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LUMINEX RESOURCES CORP. ("LR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 6, 2022 and April 20, 2022:
Number of Shares: 23,690,000 shares
Purchase Price: $0.38 per share
Warrants: 11,845,000 share purchase warrants to purchase 11,845,000 shares
Warrant Exercise Price: $0.55 for a two-year period
Number of Placees: 74 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
John Wright Y 100,000
Ross Beaty Y 4,732,236
Martin Rip Y 40,000
Marshall Koval Y 100,000
Donald Shumka Y 100,000
Emerson Holdings Ltd. Y 85,000
(Lyle Braaten)
Aggregate Pro Group Involvement P 620,000
[7 placees]
Finder's Fee: Aggregate cash commissions of $114,026 payable to Haywood Securities Inc., Canaccord Genuity Corp., Red Cloud Securities Inc., Echelon Wealth Partners, PI Financial Corp., Richardson Wealth Limited, Corecam Pte. Ltd. and W.D. Latimer Co. Ltd.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), 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) on April 28, 2022. 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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MARVEL DISCOVERY CORP. ("MARV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 21, 2022:
Number of Shares: 1,044,828 Non Flow through shares
1,470,588 Flow through shares
Purchase Price: $0.145 per Non Flow through shares
$0.17 per Flow through shares
Warrants: 1,044,828 warrants issuable with non-flow through shares,
735,294 warrants issuable with flow through shares, exercisable at $0.30
for two years.
Warrant Exercise Price: Each warrant issued with a non-flow through share is exercisable at $0.25 for two years
Each warrant issued with a flow through share is exercisable at $0.30 for two years
Number of Placees: 4 placees
Insider / Pro Group Participation: None
Finder's Fee: $15000 payable to Glores Securities Inc.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on April 27, 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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METALLUM RESOURCES INC. ("MZN")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 4, 2022 and April 8, 2022:
Number of Shares: 87,371,674 shares
Purchase Price: $0.06 per share
Warrants: 87,371,674 share purchase warrants to purchase 87,371,674 shares
Warrant Exercise Price: $0.14 for a two year period
Number of Placees: 84 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
Davey Holdings (Aus) Pty Ltd Y 2,500,000
(Grant Davey)
Davey Management (Aus) Pty Ltd Y 1,666,667
(Grant Davey)
A T Kiley Superannuation Pty Ltd Y 1,250,000
(Adam Kiley)
Aggregate Pro Group Involvement P 430,000
2 placees
Agent's Fee: CPS Capital Group Pty Ltd received $214,500.03 cash and 1,072,500 finder's warrants, Celtic Capital Pty Ltd. received 2,502,500 finder's warrants, Geo Resource Management LLC received $30,000 cash, Steven Zadka received 500,000 finder's warrants and Haywood Securities Inc. received $900 cash and 15,000 finder's warrants. Each finder warrant is exercisable to purchase one common share at an exercise price of $0.14 for a two year period from closing.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on April 21, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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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MONUMENTAL MINERALS CORP. ("MNRL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an Option Agreement with Lithium Chile Inc. ("Lithium") dated March 30, 2022, whereby Monumental Minerals Corp. (the "Company") may acquire up to 75% of the Laguna Project located near the town of San Pedro de Atacama, Chile. In consideration, the Company will issue 3,401,874 shares to Lithium and pay $1.5 million cash over three years ($200,000 in the first year). The exploration expenditures over three years will be $1.5 million ($200,000 in the first year).
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MONUMENTAL MINERALS CORP. ("MNRL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 31, 2022 and April 21, 2022:
Number of Shares: 11,111,111 common shares
Purchase Price: $0.45 per common share
Warrants: 5,555,556 share purchase warrants to purchase 5,555,556 shares
Warrant Exercise Price: $0.65 for a two-year period
Number of Placees: 46 placees
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.
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PERIHELION CAPITAL LTD. ("PCL.P")
BULLETIN TYPE: Halt
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
Effective at 1:16 p.m. PST, May 2, 2022, 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.
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SCOTTIE RESOURCES CORP. ("SCOT")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 29, 2022:
Number of Shares: 10,000,000 Premium Flow-through shares
Purchase Price: $0.30 per share
Number of Shares: 4,000,000 Flow-through shares
Purchase Price: $0.25 per share
Number of Shares: 4,800,000 Non Flow-through shares
Purchase Price: $0.21 per share
Number of Placees: 16 placees
Insider / Pro Group Participation:
Name Insider=Y / ProGroup=P # of Shares
Metals Group Inc. Y 476,200
Aggregate Pro Group Involvement P 746,100
[1 placee]
Finder's Fee: Cormark Securities Inc. $225,360 cash and 846,000 Broker Warrants payable.
Research Capital Corporation $75,120 cash and 282,000 Broker Warrants payable.
-Each Broker Warrant is exercisable into one common share at $0.30 for a period of two years from closing.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), 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.
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TEMBO GOLD CORP. ("TEM")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing an Asset Purchase Agreement dated December 7, 2021 among Tembo Gold Corp. (the "Company"), Mineral Industry Promotion and Consulting Company Limited, a wholly owned subsidiary of the Company (the "Vendor"), Barrick Gold Corp. ("Barrick") and Bulyanhulu Gold Mine Limited, a subsidiary of Barrick (the "Purchaser"), whereby the Vendor will sell and the Purchaser will purchase a 100% ownership interest in certain non-core prospecting licenses located in Tanzania for the consideration of US$6 million in cash and contingent payments up to an aggregate amount of US$45 million. The Vendor is required to invest a minimum of US$9 million over the course of 4 years from the closing of the transaction. The disposition is an Arm's Length transaction and there will be finder's fee payable in $100,000 cash and 735,000 common shares of the Company to INFOR Financial Inc..
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VERTEX RESOURCE GROUP LTD. ("VTX")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation the Amalgamation Agreement ("Agreement") dated February 25, 2022 between the Company, Vertex Energy Services Ltd. (the Company's wholly-owned subsidiary, "Subco") and Cordy Oilfield Services Inc. ("Cordy"). Pursuant to the terms of the Agreement, Cordy's shareholders' resolution and the Company's directors' resolution, the Company and Subco, through a three-cornered amalgamation ("Amalgamation"), amalgamated with Cordy resulting in the Company acquiring all of the issued and outstanding common shares of Cordy ("Cordy Shares") following the Amalgamation. As a condition of the Amalgamation, Stuart King, as a nominee of Cordy, has been appointed to the Company's board of directors effective April 25, 2022.
Under the terms of the Amalgamation, Cordy shareholders received 0.081818 common shares in the capital of the Company ("Shares") for every one Cordy Share held, resulting in the issuance of 18,913,253 Shares to Cordy shareholders.
Insider / Pro Group Participation: None
Finders' Fees: None
This acquisition is considered an Arm's Length transaction.
For further information, please refer to the Company's news releases dated February 25, 2022; April 22, 2022; and April 25, 2022.
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VERTEX RESOURCE GROUP LTD. ("VTX")
BULLETIN TYPE: Private Placement – Non-Brokered, Convertible Debentures
BULLETIN DATE: May 3, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered Private Placement announced February 25, 2022:
Convertible Debentures: $15,000,000 of principal amount of secured subordinated convertible debentures ("Debentures").
Conversion Price: Outstanding Debentures are convertible into common shares of the Company ("Shares") at a conversion price of $0.65 per Share.
Maturity Date: 5 years from the date of closing.
Interest Rate: 8% per annum, payable monthly in arrears in cash.
Number of Placees: 2 placees
Insider / Pro Group Participation:
Name Insider= Y / ProGroup= P Principal Amount
IBBC Limited Partnership (IBBC GP Inc.)
(Tyson Birchall and Arthur Robinson) Y $ 14,765,000
IBBC GP Inc.
(Tyson Birchall and Arthur Robinson) Y $ 235,000
Finder's Fee: None
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement setting out the expiry dates of the hold period(s) on March 7, 2022.
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VICINITY MOTOR CORP. ("VMC")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: May 3, 2022
TSX Venture Tier 2 Company
Vicinity Motor Corp. (the "Company") has closed a unit offering pursuant to a Prospectus Supplement dated October 21, 2021 to a Short Form Base Shelf Prospectus dated April 19, 2021, which was filed and accepted by TSX Venture Exchange and filed with and receipted by the British Columbia Securities Commission and the Ontario Securities Commission on April 20, 2021, pursuant to the provisions of the relevant Securities Acts and Multilateral Instrument 11-202 in Alberta and Manitoba.
TSX Venture Exchange has been advised that closing occurred on October 25, 2021, for gross proceeds of US$16,999,998.60.
Agent: Spartan Capital Securities LLC acted as sole book-running manager and Revere Securities LLC was the exclusive selling group member.
Offering: 3,990,610 units. Each unit consisting of one share and one-half of one share purchase warrant.
Unit Price: US$4.26 per unit
Warrant Exercise Price/Term: Each whole warrant will be exercisable to purchase one common share at a price of US$5.10 per share for a period of three years
Please refer to the Company's news releases dated October 21, 2021 and October 25, 2021 for further details.
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WECOMMERCE HOLDINGS LTD. ("WE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 3, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a Share Purchase Agreement dated March 2, 2022 (the "Agreement") between the Company and Kno Technologies Inc. (the "Vendor"). Pursuant to the terms of the Agreement, the Company will acquire all of the issued and outstanding shares of the Vendor.
By way of consideration, the Company made an upfront cash payment of US $2,100,000 at closing and may pay up to US $7,500,000 if certain earn-out conditions based on revenue growth are met for the 18-month period following closing (the "Earn-Out"). The Earn-Out, if achieved, is payable 30% in cash and 70% in cash, shares, or a mix thereof, at the Company's discretion. Any shares that may be issued in connection with the Earn-Out are subject to a minimum floor price of $8.74, being the Discounted Market Price.
Please refer to the Company's news releases dated March 3, 2022 and March 10, 2022 for further details.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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