TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, BC, Aug. 31, 2021 /CNW/ -
TSX VENTURE COMPANIES
CUBICFARM SYSTEMS CORP. ("CUB")
BULLETIN TYPE: Graduation
BULLETIN DATE: August 31, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has been advised that the Company's shares will be listed and commence trading on Toronto Stock Exchange at the opening on September 1, 2021 , under the symbol "CUB ".
As a result of this Graduation, there will be no further trading under the symbol "CUB " on TSX Venture Exchange after August 31, 2021 , and its shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
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SPARTAN DELTA CORP. ("SDE.N")
BULLETIN TYPE: Delist - Subscription Receipts
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Effective at the close of business September 1, 2021 , the subscription receipts (the "Receipts") of Spartan Delta Corp. (the "Company") will be delisted from TSX Venture Exchange (the "Exchange"). This action results from the closing of the acquisition (the "Acquisition") of all the issued and outstanding shares of Velvet Energy Ltd. As a result of the closing of the Acquisition, the trading of the Receipts under the ticker "SDE.N" has been halted on August 31, 2021 and there will be no further trading on TSX Venture Exchange. The Receipts have been be converted into 29,703,000 common shares of the Company.
The Company's shares will commence trading on Toronto Stock Exchange at the opening on Wednesday, September 1, 2021. For further information, please refer to the graduation bulletin issued by the Exchange on August 30, 2021.
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21/08/31 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
48NORTH CANNABIS CORP. ("NRTH ")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: August 31, 2021
TSX Venture Tier 1 Company
Effective April 12, 2021 , the Company's short form prospectus dated April 12, 2021 was filed with and accepted by TSX Venture Exchange , and filed with and receipted by the Ontario Securities Commission, pursuant to the provisions of the Securities Act. The prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
TSX Venture Exchange has been advised that closing occurred on April 16, 2021 , for gross proceeds of $5,395,824 (including partial exercise of the over-allotment option) .
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| Agents: |
Cantor Fitzgerald Canada Corporation and Cormark Securities Inc. |
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| Offering: |
25,694,400 units (including partial exercise of the over-allotment option), with |
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| Unit Price: |
$0.21 per unit |
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| Warrant Exercise Price/Term: |
$0.26 per share for a two-year period. |
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| Agents' Commission: |
Cantor Fitzgerald Canada Corporation - $188,854 cash and 770,832 broker |
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Cormark Securities Inc. - $188,854 cash and 770,832 broker |
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Each non-transferable broker warrant is exercisable to acquire one unit at an |
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| Over-allotment Option: |
The agents were granted a 15% over-allotment option. The agents exercised |
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For further details, please refer to the prospectus dated April 12, 2021 and news releases dated March 11, 2021, March 12, 2021 and April 16, 2021, all of which are filed on SEDAR.
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C3 METALS INC. ("CCCM ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Royalty Purchase & Assignment Agreement (the "Agreement") dated June 22, 2021, between the Company and an arm's length party (the "Vendor"), whereby the Company has acquired 1.5% net smelter royalty (the "NSR") on the Company's Main Ridge and Hungry Gully properties located in Jamaica (the "Property").
Under the terms of the Agreement, the Company has agreed to acquire the NSR for USD$75,000 cash payment and issuance of 190,062 common shares at a deemed price of $0.162. Additionally, the Vendor will retain a 0.5% net smelter royalty on the Property and the Company has the right of first refusal to purchase it.
For more information, please refer to the Company's news release dated August 16, 2021.
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CANADA ONE MINING CORP. ("CONE ")
BULLETIN TYPE: Halt
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Effective at 10:23 a.m. PST, Aug.31, 2021 , 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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CHURCHHILL RESOURCES INC. ("CRI ")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on August 13, 2021:
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| Number of Shares: |
5.000.000 charity flow-through common shares |
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| Purchase Price: |
CAD$0.40 per charity flow-through common share |
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| Finder's Fee: |
Red Cloud Securities Inc. received a cash commission equal to $107,710 and |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release dated August 27, 2021, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
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HAMILTON THORNE LTD. ("HTL ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement"), dated July 15, 2021 between Hamilton Thorne Ltd. (the "Company") and several arms-length parties. Pursuant to the Agreement, the Company has acquired a 100% interest in IVFTECH ApS and its affiliated reseller arm, K4 Technology Aps, (collectively the "Target"), a Denmark based manufacturer of laminar flow workstations, high-capacity incubators, and related products for the ART and laboratory markets.
Under the terms of the Agreement, the aggregate USD$8.0 million purchase price will be satisfied via cash consideration of USD$6.4 million, and issuance of 983,612 common shares of the Company at a deemed value of CDN$2.021 per share.
For further details, please refer to the Company's news release dated July 15, 2021.
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NEO BATTERY MATERIALS LTD. ("NBM ")
BULLETIN TYPE: Halt
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Effective at 6:49 a.m. PST, Aug. 31, 2021 , 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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NEO BATTERY MATERIALS LTD. ("NBM ")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Effective at 8:15 a.m. PST, Aug. 31, 2021 , shares of the Company resumed trading, an announcement having been made.
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P SQUARED RENEWABLES INC. ("PSQ.P ")
BULLETIN TYPE: CPC-Filing Statement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated August 30, 2021 , for the purpose of filing on SEDAR.
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POET TECHNOLOGIES INC. ("PTK")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 15,694 common shares at a deemed price of CDN$1.08 per share to settle an outstanding debt of CDN$16,950, in connection with services provided by AGORA Internet Relations Corp.
| Number of Creditors: |
1 Creditor |
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| Insider / Pro Group Participation: |
None |
For further details, please refer to the Company's news release dated July 09, 2021.
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PROGRESSIVE PLANET SOLUTIONS INC. ("PLAN ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a subscription agreement dated August 4, 2021 between Progressive Planet Solutions Inc. (the "Company") and ZS2 Technologies Ltd. ("ZS2"), whereby the Company will invest $300,000 in units of ZS2 under a private placement at a price of $1.00 per unit, with each unit comprised of one share and one warrant of ZS2 at an exercise price of $2.00 per share for a period of 18 months. The investment will represent a 2.27% interest in ZS2. There is a common director between the Company and ZS2.
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SIMPLY BETTER BRANDS CORP. ("SBBC ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a Share Exchange Agreement dated August 17, 2021 between Simply Better Brands Corp. (the Company) and Tru Brands Inc. (the Vendor) whereby the Company will acquire all of the issued and outstanding shares of the Vendor. Consideration is 1,471,945 common shares of the Company.
A2 Investment Trust received 89,462 shares as a finder's fee.
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SPARTAN DELTA CORP. ("SDE.N")
BULLETIN TYPE: Halt
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Effective at 5:15 a.m. PST, Aug. 31, 2021 , trading in the shares of the Company was halted pending delisting ; 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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SPARTAN DELTA CORP. ("SDE ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in relation to a Pre-Acquisition Agreement (the "Agreement") dated July 28, 2021 between the Company and Velvet Energy Ltd. (the "Vendor"). Pursuant to the Agreement, the Company has acquired all of the issued and outstanding securities of the Vendor in consideration for the payment of an aggregate of $355.9-million in cash, the issuance of 2,986,787 common shares at a deemed issuance price of $5.30 per common share and the assumption of the Vendor's estimated net debt of $382.6-million.
For further information, please refer to the Company's press release dated July 28, 2021 and August 31, 2021.
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SUN SUMMIT MINERALS CORP. ("SMN ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 8, 2021 :
| Number of Shares: |
4,217,607 Flow-through shares |
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| Purchase Price: |
$0.66 per share |
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| Warrants: |
2,108,803 share purchase warrants to purchase 2,108,803 shares |
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| Warrant Exercise Price: |
$0.90 for a two year period |
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| Number of Shares: |
2,736,271 Charity Flow-through shares |
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| Purchase Price: |
$0.81 per share |
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| Warrants: |
1,368,135 share purchase warrants to purchase 1,368,135 shares |
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| Warrant Exercise Price: |
$0.90 for a two year period |
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| Number of Placees: |
41 placees |
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| Insider / Pro Group Participation: |
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| Name |
Insider=Y / |
# of Shares |
| R.S. (Tookie) Angus |
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380,000 |
| Jeff Willis |
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40,000 |
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| Finder's Fee: |
Red Cloud Securities Inc. $134,681.99 cash and 185,518 finder warrants |
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Eventus Capital Corp. $134,681.99 cash and 185,518 finder warrants payable. |
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-A total of 207,838 broker warrants have an exercise price of 66 cents per |
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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. [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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TRANSATLANTIC MINING CORP. ("TCO")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 2 Company
Property-Asset or Share Disposition Agreement:
TSX Venture Exchange Inc. has accepted for filing documentation pertaining to an agreement dated April 1, 2020, as amended (the "Agreement"), whereby Transatlantic Mining Corp. ("Transatlantic") has disposed of its US Grant and Kearsarge properties, Montana (together, the "Properties") to Endomines Idaho (LLC) ("Endomines").
Endomines is a subsidiary of Endomines AB (Nasdaq Stockholm: ENDO and Nasdaq Helsinki: ENDOM)
Terms of the Agreement were as follows:
- Endomines AB has issued to Transatlantic 15,392,535 common shares of Endomines AB.
- Endomines AB has paid to Transatlantic a total of US$1,390,299 in cash, as part of a US$2,000,000 payment that was originally due May 31, 2020, and was later extended to July 31, 2020, and again to December 1, 2020. The balance of US$609,701 is the subject of a promissory note (the "Note") that requires payment in fourteen monthly instalments from July 1, 2021 to August 1, 2022. The unpaid balance from time to time carries interest at the rate of 4%. Endomines is current with its payments under the Note.
- Endomines AB is required to pay to Transatlantic the sum of US$2,000,000 30 days following the first production of gold from the purchased properties, or September 24, 2022, whichever is earlier.
- In addition to the above, Endomines AB has paid a total of US$1,050,000 to maintain the Properties in good standing with the original vendors/lessors. These were payments that became due during the period from initial negotiation of the transaction to final closing.
For further information, please refer to Transatlantic's news releases dated June 8, 2020 and August 27, 2021, available on SEDAR.
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Wishpond Technologies Ltd. ("WISH")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 31, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to an asset purchase agreement (the "Agreement") dated August 27, 2021 between the Company, the Company's wholly-owned subsidiary Brax Technologies Inc. , AtlasMind Inc. (dba Brax.IO) (the "Vendor"), Joe Speiser and Justin Festa (the "Shareholders"), whereby the Company can acquire certain assets and specified liabilities of the Vendor relating to its advertising platform for the management of digital ads across multiple sources (the "Business").
Under the terms of the Agreement, the Company will acquire the Business by (i) making USD$1,333,334 in cash payments and (ii) making earn-out payments in cash or, at the option of the Company and subject to Exchange approval at the time of issuance, shares over a one-year period. The amount of the earn-out payments will be calculated based on the future revenue of the purchased assets and subject to certain deductions provided for in the Agreement. The Company and the Vendor set a non-binding targeted amount for the earn-out payments of USD$666,666.
For further details, please refer to the Company's news release dated August 30, 2021 .
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NEX COMPANY :
SMARTCOOL SYSTEMS INC. ("SSC.H ")
BULLETIN TYPE: Private Placement-Non-Brokered, Remain Suspended.
BULLETIN DATE: August 31, 2021
NEX Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement conducted under a partial revocation order as announced July 29, 2021 :
| Number of Shares: |
12,500,000 shares |
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| Purchase Price: |
$0.02 per share |
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| Number of Placees |
9 placees |
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| Insider / Pro Group Participation: |
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| Name |
Insider=Y / |
# of Shares |
| KPAC Holdings Ltd. (Kulwant Sandher) |
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1,250,000 |
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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SOURCE TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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