TSX Venture Exchange Stock Maintenance Bulletins

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TSX Venture Exchange

Oct 27, 2023, 20:18 ET

VANCOUVER, BC, Oct. 27, 2023 /CNW/ -

TSX VENTURE COMPANIES

CENTENARIO GOLD CORP. ("CTG")
[formerly AADirection Capital Corp. ("AAD.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Name Change, Resume Trading
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing the Qualifying Transaction of AADirection Capital Corp. ("AADirection") (to be renamed Centenario Gold Corp.) as described in its filing statement dated May 11, 2023 (the "Filing Statement").  As a result, effective at the opening on Tuesday, October 31, 2023, the trading symbol for AADirection will change from AAD.P to CTG and AADirection will no longer be considered a Capital Pool Company, thereafter the "Resulting Issuer".  The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.

1.     Acquisition of all of the shares of Centenario Gold Corp. ("Centenario")

Pursuant to an amalgamation agreement dated March 21, 2023 among AADirection, a wholly-owned subsidiary of AADirection and Centenario, AADirection acquired all of the issued and outstanding shares of Centenario in consideration of the issuance of 23,138,818 common shares of AADirection on a 1:1 basis, with the subsidiary of AADirection and Centenario amalgamating (the "Amalgamation") and continuing as the subsidiary or the Resulting Issuer.

Centenario has the sole and exclusive option to acquire 100% of the rights and interests in the Eden Property subject to a 1.0% NSR. The Eden Property, located on the border of the states of Durango and Sinaloa, Mexico, consists of two (2) contiguous and titled mineral concessions named El Eden and El Eden 1 covering approximately 2,489 hectares.

Prior to closing the Qualifying Transaction, Centenario completed a non-brokered private placement (the "Financing") of subscription receipts (the "Subscription Receipts") at a price of $0.15 per Subscription Receipt for gross proceeds of $1,755,550.80. Just prior to the Qualifying Transaction, each Subscription Receipt was converted into a Centenario Unit consisting of one Centenario Share and one-half of one Centenario Warrant, each whole Centenario Warrant entitling the holder to purchase one Centenario Share at a price of $0.30 for 24 months following the date of issuance. Centenario Units were exchanged for Resulting Issuer Units on the same terms and conditions as the Centenario Units pursuant to the Amalgamation on closing of the QT.

Finder's fees in the amount of $117,747.99 were paid by Centenario in connection with subscribers in the Financing introduced by qualified finders.  Centenario also issued 784,986 Finder's Warrants to qualified finders, such Finder's Warrants exercisable into a Resulting Issuer Share at $0.15 per Resulting Issuer Share for a period of two (2) years from conversion of the Subscription Receipts.

For more information regarding AADirection and the Resulting Issuer, see the Filing Statement which is available under Centenario's profile (formerly AADirection) on SEDAR.

2.     Name Change

Pursuant to a resolution passed by directors of AADirection on March 21, 2023 and the Certificate of Name Change dated October 26, 2023, AADirection has changed its name from AADirection Capital Corp. to Centenario Gold Corp.  There is no consolidation of share capital.

Effective at the opening on Tuesday, October 31, 2023, the common shares of Centenario Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of AADirection Capital Corp. will be delisted.

The Company is classified as an 'Mining' company.

Capitalization:                                     

Unlimited  shares with no par value of which

41,499,156  shares are issued and outstanding

Escrow:                                             

2,000,000  shares are subject to the CPC Escrow Agreement

7,235,832  shares are subject to a 36 month staged release escrow agreement

Transfer Agent:                                       

Odyssey Trust Company

Trading Symbol:                                     

CTG                      (new)

CUSIP Number:                                       

15139A109            (new)

3.     Resume Trading:

Effective at the opening on Tuesday, October 31, 2023, trading in the shares of AADirection will resume as common shares of Centenario Gold Corp.

________________________________________

ALPHINAT INC. ("NPA")
BULLETIN TYPE: Suspend
BULLETIN DATE: October 27, 2023
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated October 3, 2023, effective at the opening on Tuesday, October 31, 2023, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements, the Company having less than 3 directors.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

_______________________________________

INTERNATIONAL FRONTIER RESOURCES CORPORATION ("IFR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 27, 2023
TSX Venture Tier 2 Company

Effective at the opening, Tuesday, October 31, 2023, the securities of International Frontier Resources Corporation (the "Company") will resume trading.  Further to the Exchange Bulletin dated May 10, 2021, a news release was issued on September 1, 2023, announcing that the Company will not be proceeding with its proposed transaction.  The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.

______________________________________________

23/10/27  - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BEACN WIZARDRY & MAGIC INC. ("BECN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 4, 2023:

Number of Shares:                   

4,450,000 common shares

Purchase Price:                         

$0.20 per share

Warrants:                                 

4,450,000 share purchase warrants to purchase 4,450,000 shares

Warrant Exercise Price:               

$0.45 for a two-year period from the date of issuance.

Number of Placees:                   

12 placees

Insider / Pro Group Participation:




Placees

# of Placee (s)

Aggregate # of Shares



Aggregate Existing Insider

Involvement:

2

2,000,000

Finder's Fees: N/A

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on July 26, 2023, August 31, 2023, and October 3, 2023, 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.

_________________________________________

BENZ MINING CORP. ("BZ")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to the final payment to an arm's length party for 75.0% interest in the Eastmain Gold Project and 75.0% interest in the Ruby Hill West and Ruby Hill East properties, all located in Quebec. The final payment of $1,725,000 is broken down below.

CASH  ($)

SECURITIES

WORK EXPENDITURES ($)

CONSIDERATION

$1,350,000

1,237,216 common shares issued at $0.3031 per share

$1,000,000 in Year 4

The option agreement was accepted by the Exchange effective October 23, 2019, and the amending agreement was accepted by the Exchange effective May 15, 2020.

For further details, please refer to the Company's news release dated October 27, 2023.

________________________________________

DIXIE GOLD INC.  ("DG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

Effective at 7:30  a.m. PST, Oct. 27, 2023, shares of the Company resumed trading, an announcement having been made.

________________________________________

E3 LITHIUM LTD. ("ETL")
BULLETIN TYPE:  Prospectus-Share Offering
BULLETIN DATE: October 27, 2023May 11, 2001
TSX Venture Tier 1 Company

The Company's Prospectus Supplement dated September 20, 2023 to the Short Form Base Shelf Prospectus dated April 18, 2022, was filed with and accepted by TSX Venture Exchange. The Short Form Base Shelf Prospectus was filed with and receipted by the Alberta Securities Commission on April 19, 2022. The Ontario Securities Commission has also issued a receipt for the Short Form Base Shelf Prospectus. The Short Form Base Shelf Prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.

TSX Venture Exchange has been advised that closing occurred on September 26, 2023, for gross proceeds of $23,025,300.

Underwriters:                             

Echelon Wealth Partners Inc. and Eight Capital (together, the "Underwriters")

Offering:                                   

6,486,000 shares including the full exercise of the Over-Allotment Option (defined below) for total aggregate gross process of $23,025,300.

Share Price:                             

$3.55 per share

Underwriters' Warrants:             

324,300 non-transferable warrants exercisable to purchase one share at $3.55 per share until September 26, 2025

Over-Allotment Option:             

The Company granted the Underwriters an option to purchase an additional 15% of the securities issued. The Over-Allotment Option was exercised in full for $3,003,300 in aggregate.

For further details, please refer to the Company's Prospectus Supplement dated September 20, 2023, the Short Form Base Shelf Prospectus dated April 18, 2022 and the Company's news releases dated September 18 and 26, 2023, all of which are filed on SEDAR+.

________________________________________

F3 URANIUM CORP. ("FUU")
BULLETIN TYPE:  Private Placement - Non-Brokered, Convertible Debenture
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 6, 2023:

Convertible Debenture               

$15,000,000

Conversion Price:                     

Convertible into a maximum of 26,785,715 common shares at $0.56 of principal outstanding.

Maturity date:   

Five years from issuance

Interest rate:     

9% per annum

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

Financial Advisor fee: Haywood Securities Inc. received 380,518 shares and a cash fee for acting as financial advisor.

The Company issued a news release on October 18, 2023, confirming the closing of the private placement. 

________________________________________

GEOMEGA RESOURCES INC. ("GMA")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has consented to the extension in the expiry date of the following warrants:

Number of Warrants:                                          11,459,093

Original Expiry Date of Warrants:                         November 6, 2023

New Expiry Date of Warrants:                              November 6, 2024

Exercise Price of Warrants:                                  $0.25

These Warrants were issued pursuant to a private placement of 14,709,093 common shares with 14,709,093 common share purchase warrants attached, of which 3,250,000 have been exercised. The private placement was accepted for filing by the Exchange effective November 20, 2020.

RESSOURCES GEOMEGA INC. (« GMA »)
TYPE DE BULLETIN : Prolongation des bons de souscription
DATE DU BULLETIN : Le 27 octobre 2023
Société du groupe 2 de TSX Croissance

Bourse de croissance TSX (la « Bourse ») a accepté la prolongation de la date d'échéance des bons de souscription (les « bons ») suivants :

Nombre de bons :                                              11 459 093

Date d'échéance initiale des bons :                      Le 6 novembre 2023

Nouvelle date d'expiration des bons :                  Le 6 novembre 2024

Prix d'exercice des bons :                                   0,25 $

Les bons de souscription ci-dessus ont été émis par le biais d'un placement privé dans le cadre de l'émission de 14 709 093 d'actions ordinaires et 14 709 093 bons de souscription, de laquelle 3 250 000 ont déjà été exercés. Le placement privé a été accepté par la Bourse le 20 novembre 2020.

__________________________________

GRIZZLY DISCOVERIES INC. ("GZD")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the Company's arm's length option agreement to earn a 100% interest in 6 mineral claims in the Greenwood Mining District of British Columbia, in consideration of $7,500 cash and the issuance of an aggregate of 150,000 common shares at a deemed price of $0.065 per share.

CASH  ($)

SECURITIES

WORK EXPENDITURES (S)

CONSIDERATION

$7,500

150,000 Common Shares

$NIL

For further details, please refer to the Company's news release dated October 12, 2023.

________________________________________

LITHIUM ONE METALS INC. ("LONE")
BULLETIN TYPE: Shares for Services
BULLETIN DATE: October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 236,679 common shares at a deemed price of $0.2357 per share in consideration of certain services provided to the company by Haywood Securities Inc.

Number of Service Providers: 1

For more information, refer to the Company's press release dated October 20, 2023

________________________________________

LITHIUM ONE METALS INC. ("LONE")
BULLETIN TYPE: Regional Office Change
BULLETIN DATE: October 27, 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 Calgary to Vancouver.

_______________________________________

ROME RESOURCES LTD. ("RMR")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 485,000 shares to settle outstanding debt for $99,425.00.

Number of Creditors:                 1 Creditor

Non-Arm's Length Party / Pro Group Participation: N/A

Warrants:             N/A

For more information, please refer to the Company's news release dated September 1, 2023.

The Company shall issue a news release when the shares are issued, and the debt extinguished.

________________________________________

SHINY HEALTH & WELLNESS CORP. ("SNYB")
BULLETIN TYPE:  Halt
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

Effective at 6:29  a.m. PST, Oct. 27, 2023, trading in the shares of the Company was halted, pending company contact; 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.

________________________________________

SHINY HEALTH & WELLNESS CORP. ("SNYB")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  October 27, 2023
TSX Venture Tier  2 Company

Effective at  8:00 a.m. PST, Oct. 27, 2023, shares of the Company resumed trading, an announcement having been made.

________________________________________

SKY GOLD CORP. ("SKYG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced October 12, 2023:

Number of Shares:                   

3,756,667 flow-through shares

1,830,000 non-flow-through shares

Purchase Price:                         

$0.06 flow-through per share

$0.05 non-flow-through per share

Warrants:                                 

5,586,667 share purchase warrants to purchase 5,586,667 shares

Warrant Exercise Price:             

$0.10 for a two-year period

Number of Placees:                   

16 placees

Insider / Pro Group Participation:




Placees

# of Placee (s)

Aggregate # of Shares



Aggregate Existing Insider Involvement:

1

400,000 flow-through shares

Aggregate Pro Group Involvement:

N/A

N/A




Aggregate Cash Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$7,320.00

N/A

134,400

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.10 for period of one year from the date of issuance.

The Company issued a news release on October 24, 2023, 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.

________________________________________

STAMPER OIL & GAS CORP. ("STMP")
BULLETIN TYPE:  Warrant Term Extension, Warrant Price Amendment
BULLETIN DATE:  October 27, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date and reduction in the exercise price of the following warrants:

Private Placement:

# of Warrants:                                                     

2,161,716

Original Expiry Date of Warrants:                         

April 19, 2025

New Expiry Date of Warrants:                             

April 19, 2027 (New)

Forced Exercise Provision:                               

If the closing price for the Company's shares is $0.106 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 31st day.

Original Exercise Price of Warrants:                     

$0.37

New Exercise Price of Warrants:                         

$0.085 (New)

These warrants were issued pursuant to a private placement of 2,161,716 shares with 2,161,716 share purchase warrants attached, which were accepted for filing by the Exchange effective April 21, 2022.

For further details, please see the Company's news releases dated August 24, 2023 and October 26, 2023.

________________________________________

SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]

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