TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Oct. 25, 2022 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: October 25, 2022
TSX Venture Company
A Cease Trade Order has been issued by the Alberta & Ontario Securities Commissions on October 24, 2022 against the following company for failing to file the documents indicated within the required time period:
Symbol |
Tier |
Company |
Failure to File |
Period Ending (Y/M/D) |
BAQ.P |
2 |
Bluewater Acquisition Corp. |
Annual audited financial statements for the year. |
2022/05/31 |
Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.
________________________________________
AVANTI HELIUM CORP. ("AVN") ("AVN.WT")
BULLETIN TYPE: Prospectus-Unit Offering, New Listing-Warrants
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective October 19, 2022, the Company's Short Form Prospectus dated October 18, 2022 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia and the Ontario Securities Commissions. Under Multilateral Instrument 11-102 Passport System in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
TSX Venture Exchange has been advised that closing occurred on October 24, 2022, for gross proceeds of $6,440,000 (including full exercise of the Agents' Over-Allotment Option) (the "Offering").
Agents: Raymond James Ltd., Beacon Securities Limited, Cormark Securities Inc. and Haywood Securities Inc.
Offering: 9,757,575 units (including full exercise of the Agents' Over-Allotment Option). Each unit consists of one common share in the capital of the company and one common share purchase warrant.
Unit Price: $0.66 per unit
Warrant Exercise Price/Term: $0.80 per share to October 24, 2024
Agents' Warrants: 683,029 non-transferable warrants exercisable to purchase one share at $0.66 per share to October 24, 2024.
Over-allotment Option: The Agents were granted an over-allotment option exercisable on closing to purchase up to an additional 1,272,727 units. The over-allotment option was exercised in full.
New Listing - Warrants
Effective at the opening Thursday, October 27, 2022, the 9,757,575 warrants of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Mining' company.
Corporate Jurisdiction: British Columbia
Capitalization: 9,757,575 warrants, authorized by a warrant indenture dated October 24, 2022, of which 9,757,575 warrants are issued and outstanding
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: AVN.WT
CUSIP Number: 05351P116
Further to the short form prospectus dated October 18, 2022, 9,757,575 warrants were issued. Each warrant is exercisable for one common share at an exercise price of $0.80 per share until October 24, 2024.
For further information, please reference the company's Short Form Prospectus dated October 18, 2022 and news releases dated October 7, 18 and 24, 2022
________________________________________
BUILDERS CAPITAL MORTGAGE CORP. ("BCF") ("BCF.RT")
BULLETIN TYPE: Rights Offering-Shares
BULLETIN DATE: October 25, 2022
TSX Venture Tier 1 Company
The Company has announced it will offer to shareholders of record on October 28 , 2022, rights to purchase shares of the Company. One (1) right will be issued for each Class A Non-Voting Common Share ("Share") held. Three (3) rights and $9.30 are required to purchase one whole Share in the capital of the Company. The expiry date for the Rights Offering is at November 25, 2022. As at October 21, 2022, the Company had 2,002,871 Shares issued and outstanding.
Effective at the opening, Thursday, October 27, 2022, the shares of the Company will trade Ex-Rights and the Rights will commence trading at that time. The Company is classified as a 'Real Estate' company.
Summary:
Basis of Offering: Three (3) Rights exercisable for One (1) Share at $9.30 per Share.
Record Date: October 28, 2022
Shares Trade Ex-Rights: October 27, 2022
Rights Called for Trading: October 27, 2022
Rights Trade for Cash: November 23, 2022
Rights Expire: November 25, 2022 (5:00 p.m. Toronto time)
Halt and Delist: The rights will be halted at 12:00 p.m. (Toronto time) on November 25, 2022 and delisted at market close. Trading in the rights shall be for cash for the two trading days preceding the expiry date and for cash same day on the expiry date.
TRADE DATES
November 23, 2022 - TO SETTLE – November 24, 2022
November 24, 2022 - TO SETTLE – November 25, 2022
November 25, 2022 - TO SETTLE – November 25, 2022
Rights Trading Symbol: BCF.RT
Rights CUSIP Number: 12008G 12 7
Subscription Agent and Trustee: Computershare Investor Services Inc.
Authorized Jurisdiction(s): All provinces and territories in Canada
For further details, please refer to the Company's news release dated October 21, 2022 and Rights Offering Circular dated October 21, 2022, which is available on www.sedar.com.
________________________________________
TUKTU RESOURCES LTD. ("TUK")
[Formerly JASPER MINING CORPORATION ("JSP")]
BULLETIN TYPE: Name Change, Symbol Change
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders on October 19, 2022, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on Friday, October 28, 2022, the common shares of Tuktu Resources Ltd. will commence trading on TSX Venture Exchange, and the common shares of Jasper Mining Corporation will be delisted. The Company is classified as a 'Mining' company.
Capitalization: Unlimited shares with no par value of which
73,006,560 shares are issued and outstanding
Escrow: Nil shares are subject to escrow
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: TUK (new)
CUSIP Number: 899050 10 8 (new)
________________________________________
WESTERN EXPLORATION INC. ("WEX")
BULLETIN TYPE: Share Capital Reorganization, Substitutional Listing
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Share Capital Reorganization:
Pursuant to a special resolution passed by shareholders at the Annual General and Special Meeting of Shareholders of Western Exploration Inc. [formerly Crystal Peak Minerals Inc.] (the "Company") held on December 15, 2021, shareholders of the Company approved the adoption of new articles, which resulted in, among other thing, the implementation of a variable voting share structure whereby the aggregate voting power of all voting securities of the Company held by U.S. Residents can be limited if more than 50% of the aggregate voting power of all of the outstanding voting securities of the Company (the "FPI Threshold") are held of record by U.S. Residents (the "FPI Voting Reduction"). The Company implemented the FPI Voting Reduction in order to maintain its status as a "foreign private issuer" ("FPI") under Rule 405 of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and Rule 3b-4(c) of the U.S. Securities Exchange Act of 1934, as amended.
Following the completion of the reverse takeover transaction between the Company and Western Exploration LLC on December 22, 2021, the aggregate voting power of all voting securities of the Company held by U.S. Residents exceeded the FPI Threshold and, therefore, the FPI Voting Reduction became effective. Subsequently, the Company has amended it notice of articles to change the identifying name of its outstanding class of shares from "Common Shares" to "Variable Voting Shares" to reflect the FPI Voting Reduction mechanism in the name of the shares.
Summary of Voting Rights and Restrictions of the Variable Voting Shares:
Holders of Variable Voting Shares shall be entitled to notice of and to attend and participate in any general and special meeting of shareholders of the Company. Holders of Variable Voting Shares shall be entitled to vote at any general and special meeting (including electronic meetings) of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Variable Voting Share held, except that, if the FPI Voting Reduction mechanism is triggered, the Variable Voting Shares held of record by U.S. Residents, which are the only shares subject to the FPI Voting Reduction, will be deemed a separate series of Variable Voting Shares only for the purposes of voting and called the "Restricted Voting Shares". The Restricted Voting Shares will be voted together with the other Variable Voting Shares, as a single class, on all matters, and shall have the same right in respects of distribution on dissolution and dividends as any Variable Voting Shares, except that the vote attached to each Restricted Voting Share held of record by U.S. Residents shall be reduced proportionately in accordance with the FPI Voting Reduction. The FPI Voting Reduction will no longer be in effect at such time as no more than 50% of all outstanding Variable Voting Shares are held by U.S. Residents.
A letter of transmittal ("Letter of Transmittal") for the surrender of certificates representing Common Shares for use in exchanging those certificates for Variable Voting Shares certificates was mailed to shareholders on or about October 24, 2022. The Letter of Transmittal contains instructions on how registered shareholders are to exchange their Common Share certificates.
Substitutional Listing:
In accordance with the above, effective at the opening of business on Thursday, October 27, 2022, the Company's shares will commence trading on the TSX Venture Exchange as "Variable Voting Shares" in substitution to the current "Common Shares". The Company is classified as a "Mining" company (NAICS: 212220).
Post - Reorganization
Capitalization: Unlimited Variable Voting Shares with no par value of which
30,666,292 Variable Voting Shares are issued and outstanding
Escrowed Shares 18,731,517 Variable Voting Shares
Transfer Agent: TSX Trust Company
Trading Symbol: WEX (UNCHANGED)
CUSIP Number: 95816A200 (NEW)
For further information on the Variable Voting Shares please refer to the management information circular dated November 12, 2021 available on SEDAR and the Company's news release dated October 24, 2022.
________________________________________
NEX COMPANY:
ARCPOINT INC. ("ARC")
[Formerly RSI International Systems Inc. ("RSY.H")]
BULLETIN TYPE: Reverse Takeover - Completed, Private Placement – Non-Brokered, Name Change and Consolidation, Graduation from NEX to TSX Venture and Resume Trading
BULLETIN DATE: October 25, 2022
NEX Company
Reverse Takeover-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing the Reverse Takeover ("RTO") of RSI International Systems Inc. (the "Company") as described in the Company's Filing Statement dated August 11, 2022, which includes the following transactions:
Prior to the completion of the RTO, the Company consolidated its commons shares on a 2.4930814 to 1 basis, continued its corporate existence from British Columbia to the federal jurisdiction under Canada Business Corporations Act under the new corporate name "ARCpoint Inc.", created a dual class share structure with Class A Subordinate Voting Shares ("SVS") and Class B Proportionate Voting Shares ("PVS") and reclassified its post-consolidation common shares into SVS. Each SVS carries one vote per share and each PVS carries 500 votes per share. Each PVS is convertible into such number of SVS determined by multiplying the number of PVS by 500.
Pursuant to the business combination agreement dated April 27, 2022, as amended on June 28, 2022 and October 20, 2022, the Company has acquired all the issued and outstanding shares of ARCpoint Group LLC ("ARCpoint") by way of a three-cornered amalgamation and share exchanges with the members of ARCpoint and issued 74,472,742 post-consolidation SVS of the Company (taking into account 123,894 PVS converted into an aggregate of 61,947,000 SVS), including those issued pursuant to the financing described below.
As a result of the RTO, a total of 1,116,099 SVS, 123,894 PVS and 361,000 stock options are escrowed pursuant to the Exchange Tier 2 Value Escrow Agreement.
For further information, please refer to the Company's Filing Statement dated August 11, 2022, available on SEDAR.
Private Placement - Non-Brokered:
The Exchange has accepted for filing documentation with respect to a Private Placement (the "Financing") of subscription receipts announced on April 27, 2022 and June 30, 2022. The subscription receipts have been converted into the following securities:
Number of Shares: 4,833,742 SVS
Purchase Price: $0.45 per SVS
Warrants: 2,416,868 share purchase warrants to purchase 2,416,868 SVS
Warrant Exercise Price: $0.675 for a three-year period
Number of Placees: 43 placees
Insider / Pro Group Participation:
Placees |
# of Placee(s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement |
2 |
989,444 |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Performance Warrants |
|
Finder's Fee: |
$10,203.87 |
N/A |
45,351 |
Finder's Compensation Warrants Terms: Each compensation warrant entitles the holder to purchase one SVS at the price of $0.45 for period of two years from the date of issuance.
The Company issued a news release on October 18, 2022 confirming closing of the Financing.
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
Pursuant to a resolution passed by directors of the Company on August 9, 2022, the Company has consolidated its common shares on a 2.4930814 to 1 basis. The name of the Company has been changed from "RSI International Systems Inc." to "ARCpoint Inc.".
Effective at the opening on Thursday, October 27, 2022, the SVS of ARCpoint Inc. will commence trading on the Exchange.
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Thursday, October 27, 2022, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Toronto.
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated December 3, 2021, trading in the securities of the Company will resume at the opening on Thursday, October 27, 2022.
Capitalization: Unlimited number of shares with no par value of which 27,300,744 SVS (listed for trading) and 123,894 PVS (unlisted and convertible into an aggregate of 61,947,000 SVS) are issued and outstanding
Escrow: 1,116,099 SVS, 123,894 PVS and 361,000 stock options
Escrow Term: 3 years
Transfer Agent: Odyssey Trust Company
Trading Symbol: ARC (new)
CUSIP Number: 03966D107 (new)
The Company is classified as a "Medical and Diagnostic Laboratories" company (NAICS # 621510).
Company Contact: John Constantine, President and CEO
Company Address: 101 North Maine St., Suite 301, Greenville, South Carolina 29601
USA
Company Phone Number: 1-864-271-3210
Company email: [email protected]
Company Website: https://www.arcpointlabs.com/
_______________________________________
22/10/25 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BARKSDALE RESOURCES CORP. ("BRO")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on September 6, 2022, and October 3, 2022:
Number of Shares: 5,172,917shares
Purchase Price: $0.48 per share
Warrants: 2,586,457 share purchase warrants to purchase 2,586,457 shares
Warrant Exercise Price: $0.72 for a three-year period
Number of Placees: 27 placees
Insider / Pro Group Participation:
Insider / Pro Group Participation: |
||
Placees |
# of Placee (s) |
Aggregate # of Shares |
Aggregate Existing Insider Involvement: |
3 |
2,151,251 |
Aggregate Pro Group Involvement: |
2 |
321,000 |
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$46,435.20 |
N/A |
96,740 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.72 to September 21, 2025.
The Company issued news releases on September 22, 2022, and October 21, 2022 confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
________________________________________
DOUBLEVIEW GOLD CORP. ("DBG")
BULLETIN TYPE: Halt
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective at 12:33 p.m. PST, Oct. 24, 2022, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
________________________________________
DOUBLEVIEW GOLD CORP. ("DBG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, Oct. 25, 2022, shares of the Company resumed trading, an announcement having been made.
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FALCON GOLD CORP. ("FG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of minerals claims ("Claims") in Havre St. Pierre, Quebec. Listed below are the considerations, the Company will make. The Claims are subject to a 1% NSR in favour of the vendor.
CASH ($) |
SECURITIES |
WORK EXPENDITURES (S) |
|
CONSIDERATION |
$10,000 |
200,000 common shares |
N/A |
and 200,000 warrants |
For further details, please refer to the Company's news releases dated October 5, 2022, and October 25, 2022.
________________________________________
GOLDFLARE EXPLORATION INC. ("GOFL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 24, 2022:
Number of Shares: 6,133,333 flow-through shares
Purchase Price: $0.06 per flow-through share
Number of Placees: 3 placees
Insider / Pro Group Participation: Nil
Aggregate Cash Amount |
Aggregate # of Shares |
Aggregate # of Warrants |
|
Finder's Fee: |
$20,880 paid to one arm's length finder |
N/A |
N/A |
The Company issued a news release on October 24, 2022 confirming closing of the private placement.
EXPLORATION GOLDFLARE INC. (« GOFL »)
TYPE DE BULLETIN: Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN: Le 25 octobre 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 annoncé le 24 octobre 2022 :
Nombre d'actions: 6 133 333 actions accréditives
Prix : 0,06 $ par action accréditif
Nombre de souscripteurs: 3 souscripteurs
Participation d'initiés / Groupe Pro: Aucune
En espéces ($) |
# d'actions |
# de bon de souscription |
|
Honoraire d'intermédiation: |
20 880 $ payé à un intermédiaire sans lien de dépendance |
N/A |
N/A |
La société a confirmé la clôture du placement privé dans un communiqué de presse daté du 24 octobre 2022.
________________________________________
LOMIKO METALS INC. ("LMR")
BULLETIN TYPE: Halt
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective at 5:38 a.m. PST, October 25, 2022, trading in the shares of the Company was halted, 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.
________________________________________
LOMIKO METALS INC. ("LMR")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective at 7:45 a.m. PST, Oct. 25, 2022, shares of the Company resumed trading, an announcement having been made.
________________________________________
TRIGON METALS INC. ("TM")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: October 25, 2022
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, Oct. 25, 2022, shares of the Company resumed trading, an announcement having been made.
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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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