VANCOUVER, BC, April 14,
2023 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN TYPE: Cease Trade Order
BULLETIN
DATE: April 14,
2023
TSX Venture Company
A Cease Trade Order has been issued by the by the Ontario and Quebec Securities Commissions
on April 13, 2023, against the
following Company for failing to file the document indicated within
the required time period:
|
Symbol
|
Tier
Company
|
Failure to
File
|
Period Ending
(Y/M/D)
|
|
NHP
|
2 Lumiera Health Inc.
|
Annual Financial
Statements
|
2022/11/30
|
|
|
MD&A and
Certification of Annual Filings
|
2022/11/30
|
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 Company during the period of the suspension or until further
notice.
TYPE DE BULLETIN : Interdiction d'opérations sur valeurs
DATE DU BULLETIN : Le 14 avril 2023
Société TSX
Croissance
Une interdiction d'opérations sur valeurs a été émise le 13
avril 2023 par l'Autorité des marchés financiers envers la société
suivante pour défaut de déposer le document indiqué dans la période
prescrite :
|
Symbole
Groupe
|
Société
|
Défaut de
déposer
|
Période se terminant
(A/M/J)
|
|
(« NHP »)
2
|
Lumiera Santé
Inc.
|
États financiers
annuels
|
2022/11/30
|
|
|
Rapport de gestion et
attestations annuelles
|
2022/11/30
|
Suite à l'interdiction d'opérations sur valeurs, la négociation des
titres de la société demeurera suspendue jusqu'à ce que la société
réponde aux normes de Bourse de croissance TSX. Il est interdit aux
membres de transiger les titres de la société durant la période de
suspension ou jusqu'à un avis ultérieur.
________________________________________
5D ACQUISITION
CORP. ("FIVD.P")
BULLETIN TYPE:
Resume Trading
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
Further to TSX Venture Exchange bulletin dated April 12, 2023, effective at the open of
market, April 18, 2023 shares of
the Company will resume trading.
________________________________________
HAWKEYE GOLD & DIAMOND
INC. ("HAWK")
BULLETIN TYPE:
Consolidation
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
Pursuant to a directors' resolution passed on March 24, 2023, the Company has consolidated its
capital on a ten (10) old for one (1) new basis. The name of
the Company and the symbol of the Company has not been
changed.
Effective at the opening April 18,
2023, the common shares of Hawkeye Gold & Diamond Inc. will
commence trading on TSX Venture Exchange on a consolidated
basis. The Company is classified as a 'Mining' company.
|
Post -
Consolidation
|
|
|
Capitalization:
|
Unlimited
shares with no par value of which
|
|
9,669,950
shares are issued and outstanding
|
|
Escrow
|
NIL shares
are subject to escrow
|
|
|
|
Transfer
Agent:
|
Computershare Investor
Services Inc.
|
|
Trading
Symbol:
|
HAWK
(UNCHANGED)
|
|
CUSIP
Number:
|
42016R401
(new)
|
________________________________________
NAVCO PHARMACEUTICALS
INC. ("NAV")
[formerly BMGB Capital
Corp. ("BMGB.P")]
BULLETIN TYPE:
Qualifying Transaction-Completed/New Symbol, Property-Asset or
Share Purchase Agreement, Private Placement-Non-Brokered, Name
Change, Resume Trading
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for
filing the Qualifying Transaction of BMGB Capital Corp. (the
"Company") (to be renamed NAVCO Pharmaceuticals Inc.) described in
its filing statement dated November 28,
2022 (the "Filing Statement"). As a result,
effective at the opening on Tuesday, April 18, 2023, the trading symbol
for the Company will change from BMGB.P to NAV and the Company 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 NAVCO
Pharmaceuticals Limited ("NAVCO")
Pursuant to a share exchange agreement dated as of January 18, 2021 among the Company, NAVCO and
NAVCO shareholders, as amended, the Company acquired all of the
issued and outstanding securities of NAVCO in consideration of the
issuance of 21,340,000 common shares of the Company to the security
holders of NAVCO.
NAVCO manufactures and researches nano-technology products and
materials using Computerized Nano-meter Algorithms ("CAN"). These
products have applications in the medical, textile, chemical and
additive industries. NAVCO's products are tailored to defend
against microorganisms such as viruses, bacteria, fungi, and
genetic manipulation tools such as clustered regularly interspaced
short palindromic repeats. NAVCO has three main product lines,
namely, an aerosol spray, a cream and nano BioActive-Silver.
In connection with the Qualifying Transaction the Company issued
340,000 common shares to an arm's length finder as a finder's
fee.
For further information, see the Filing Statement which is
available under the Company's profile on SEDAR.
2. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced December 1, 2022:
|
Number of
Shares:
|
14,070,441
shares
|
|
|
|
Purchase
Price:
|
$0.15 per
share
|
|
|
|
Warrants:
|
14,070,441 share
purchase warrants to purchase 14,070,441 shares
|
|
|
|
Warrant Exercise
Price:
|
$0.25 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:
|
N/A
|
N/A
|
|
Aggregate Pro Group
Involvement:
|
1
|
150,000
|
|
Aggregate Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
|
Finder's
Fee:
|
N/A
|
N/A
|
N/A
|
3. Name Change
Pursuant to a resolution passed by directors of the Company on
March 2, 2023 and the Certificate of
Name Change dated April 11, 2023, the
Company has changed its name from BMGB Capital Corp. to NAVCO
Pharmaceuticals Inc. There is no consolidation of share
capital.
Effective at the opening on Tuesday,
April 18, 2023, the common shares of NAVCO
Pharmaceuticals Inc. will commence trading on TSX Venture
Exchange, and the common shares of BMGB Capital Corp. will be
delisted.
The Company is classified as a 'Life Sciences' company.
|
Capitalization:
|
Unlimited shares
with no par value of which
|
|
40,350,441 shares are
issued and outstanding
|
|
Escrow:
|
2,000,000 shares
are subject to the CPC Escrow Agreement
|
|
9,605,943 shares
are subject to a 36 month staged release escrow
agreement
|
|
|
|
Transfer
Agent:
|
Computershare Investor
Services Inc.
|
|
Trading
Symbol:
|
NAV
(new)
|
|
CUSIP
Number:
|
63942R109
(new)
|
4. Resume Trading:
Effective at the opening on Tuesday, April 18, 2023, trading in the
shares of the Company will resume as common shares of NAVCO
Pharmaceuticals Inc.
________________________________________
CIRCA ENTERPRISES
INC. ("CTO")
BULLETIN TYPE:
Amalgamation, Delist
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
Pursuant to a special resolution passed by the shareholders of
Circa Enterprises Inc. (the "Company") on April 10, 2023, the Company has amalgamated (the
"Amalgamation") with 2023 Sicame Amalco Inc. ("Subco"), a
wholly-owned subsidiary of Sicame Canada Holdings Inc. ("Sicame"),
under the Business Corporation Act (Alberta). The Amalgamation was completed
pursuant to the terms of an amalgamation agreement ("Agreement")
dated March 8, 2023 between the
Company, Subco and Sicame whereby shareholders of the Company
(other than dissenting shareholders) received $2.1176 for every one (1) common share of the
Company held in exchange for the cancellation of all of the
Company's common shares. Sicame has provided a base purchase price
of approximately $26,500,000, subject
to adjustments including for repayment of outstanding indebtedness
and settlement amounts payable for outstanding stock options, for
the total consideration of the transaction.
Concurrent with the Amalgamation and as per the terms of an
asset purchase agreement dated March 8,
2023 between the Company and Guardian Telecom Ltd.
("Guardian"), the Company has also disposed of its telecom business
for a purchase price of $3,300,000 in
cash payment provided by Guardian.
Delist
Effective at the close of business on Tuesday, April 18, 2023, the common
shares of the Company will be delisted from TSX Venture Exchange at
the request of the Company as a result of the Amalgamation.
For further information, please refer to the Company's news
releases dated March 8, 2023 and
April 14, 2023 and the management
information circular of the Company which is available on
SEDAR.
________________________________________
DECISIVE DIVIDEND CORPORATION
("DE")
BULLETIN TYPE: Declaration
of Dividend
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
The Issuer has declared the following dividend:
Dividend per common share: $0.035
Payable Date: May 15, 2023
Record Date: April 28, 2023
Ex-dividend Date: April 27,
2023
________________________________________
NEX COMPANY:
CACHE EXPLORATION INC. ("CAY.H")
BULLETIN TYPE:
Listing Maintenance Fees - Delist
BULLETIN DATE:
April 14, 2023
NEX
Company
Effective at the close of business Friday, April 28, 2023, and in
accordance with NEX Policy, Section 15, the securities of the
Company will be delisted from NEX, for failure to pay their
quarterly NEX Listing Maintenance Fees.
Prior to delisting, the shares of the Company were subject to a
suspension from trading.
_________________________________________
23/04/14 - TSX
Venture Exchange Bulletins
TSX VENTURE COMPANIES
AD4 CAPITAL
CORP. ("ADJ.P")
BULLETIN TYPE:
Halt
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
Effective at 12:27 p.m. PST, April
13, 2023, 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.
________________________________________
AURCANA SILVER
CORPORATION ("AUN")
BULLETIN
TYPE: Halt
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
Effective at 10:52 a.m. PST, April
14, 2023, 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.
________________________________________
CIRCA ENTERPRISES INC.
("CTO")
BULLETIN TYPE:
Halt
BULLETIN DATE: April
14, 2023
TSX Venture Tier
2 Company
Effective at 4:40 a.m. PST, April
14, 2023, 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.
________________________________________
KAPA GOLD INC. ("KAPA")
BULLETIN
TYPE: Property-Asset or Share Purchase
Agreement
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
TSX Venture Exchange (the "Exchange") has accepted for filing
documentation with respect to the arm's length acquisition pursuant
to an Option Agreement (the "Agreement") dated February 13, 2023 between the Company and the
optionor (the "Optionor").
Under the terms of the Agreement, the Company has been granted
an exclusive option to acquire a 100% interest in the Mastodon
nickel project located in British Columbia. By way of
consideration, the Company will pay to the Optionor $25,000 in cash, and issue to the Optionor an
aggregate of 1,200,000 common shares at a deemed price of
$0.07 per share. In addition, the
Company must pay to the Optionor cash equal to 10% of all incurred
exploration expenditures up to a maximum aggregated amount of
$975,000, and incur a minimum of
$150,000 in exploration expenditures
before the first anniversary of the Agreement being in effect.
Upon the filing of a feasibility report, the Company will make a
milestone payment to the Optionor. The milestone payment may be
1,000,000 shares or $1,000,000 in
cash, at the Company's discretion.
The Company has granted a 1.5% Net Smelter Royalty ("NSR") to
the Optionor and a 1.5% NSR to an arm's length third party. The
Company has the right to purchase 0.50% of each or either NSR at
any time upon payment of $1,000,000
in cash to the applicable royalty holder. The Company has the
further right to purchase an additional 0.50% of each or either NSR
upon payment of $1,500,000 in cash to
the applicable royalty holder.
An advance royalty of $25,000 per
year shall be payable to each royalty holder commencing annually
after the seventh anniversary of the Agreement being in effect.
For further details, please refer to the Company's news releases
dated February 21, 2023, March 6, 2023, and April
13, 2023.
________________________________________
KINGMAN MINERALS LTD.
("KGS")
BULLETIN TYPE: Private
Placement-Non-Brokered
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced on
January 17, 2023 and February 28, 2023:
|
Number of
Shares:
|
2,300,000
shares
|
|
|
|
Purchase
Price:
|
$0.10 per
share
|
|
|
|
Warrants:
|
2,300,000 share
purchase warrants to purchase 2,300,000 shares
|
|
|
|
Warrant Exercise
Price:
|
$0.12 for a five-year
period
|
|
|
|
Number of
Placees:
|
16 placees
|
|
Insider / Pro Group
Participation:
|
|
|
|
|
|
|
Placees
|
# of Placee
(s)
|
Aggregate # of
Shares
|
|
|
|
|
Aggregate Existing
Insider Involvement:
|
2
|
200,000
|
|
Aggregate Pro Group
Involvement:
|
4
|
225,000
|
|
Aggregate Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
|
Finder's
Fee:
|
NA
|
NA
|
NA
|
.
The Company issued a news release on April
13, 2023 confirming closing of the private placement.
________________________________________
NEW ZEALAND ENERGY
CORP. ("NZ")
BULLETIN TYPE: Private
Placement-Non-Brokered, Convertible Debenture,
Amendment
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
TSX Venture Exchange has accepted for filing an amendment to the
maturity date of the following convertible debenture:
|
Convertible
Debenture:
|
$2,000,000 principal
amount outstanding
|
|
|
|
Original Conversion
Price:
|
Convertible into common
shares at $0.30 of principal amount outstanding per share until
maturity.
|
|
|
|
Original Maturity
Date:
|
May 31, 2023
|
|
|
|
Amended Maturity
Date:
|
July 20,
2024
|
|
|
|
Interest
Rate:
|
10% per
annum
|
This debenture was issued pursuant to a private placement that was
originally accepted for filing by the Exchange effective
August 17, 2021, as amended effective
July 18, 2022 and further amended
effective November 2, 2022.
For further information, please refer to the Company's news
releases dated July 20, 2021,
August 16, 2021, July 17, 2022, October 31,
2022, and April 6, 2023.
________________________________________
PHARMACIELO LTD. ("PCLO")
BULLETIN TYPE:
Shares for Debt
BULLETIN DATE: April 14, 2023
TSX Venture Tier 1
Company
TSX Venture Exchange has accepted for filing the Company's
proposal to issue 1,549,627 shares and to settle outstanding debt
for $ 437,615 at a deemed price of
$ 0.2824 per share in
consideration of certain services provided by a former employee of
the Company pursuant to an employment agreement and subsequent
settlement agreement.
Number of
Creditors:
3 Creditors
For more information, please refer to the Company's news release
dated February 02, 2023. The Company
shall issue a news release when the shares are issued and the debt
extinguished.
________________________________________
SILVER SPRUCE RESOURCES INC. ("SSE")
BULLETIN
TYPE: Private Placement-Non-Brokered
BULLETIN
DATE: April 14,
2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation
with respect to a Non-Brokered Private Placement announced on
February 27, 2023 and March 10, 2023:
|
Number of
Shares:
|
75,700,499
units
|
|
|
|
Purchase
Price:
|
$0.015 per
unit
|
|
|
|
Warrants:
|
75,700,499 share
purchase warrants to purchase 75,700,499 shares
|
|
|
|
Warrant Exercise
Price:
|
$0.05 for a five year
period
|
|
|
|
Number of
Placees:
|
50 placees
|
|
Insider / Pro Group
Participation:
|
|
|
|
|
|
|
Placees
|
# of Placee
(s)
|
Aggregate # of
Units
|
|
|
|
|
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
|
Finder's Warrants Terms:
N/A
The Company issued a news release on March 29, 2023 confirming closing of the private
placement.
________________________________________
UNIVERSAL IBOGAINE INC. ("IBO")
BULLETIN
TYPE: Private Placement – Non-Brokered
BULLETIN
DATE: April 14,
2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation
with respect to a Non-Brokered Private Placement announced on
February 6, 2023:
|
Convertible
Note:
|
$180,000 in Principal
Amount of secured guarantee convertible notes ("Notes")
|
|
|
|
Conversion
Price:
|
Convertible into units
consisting of one common share in the capital of the Company
("Share") and one-half of one Share purchase warrant ("Warrant") at
an escalating conversion price of $0.05 of principal per Note in
year one, $0.10 in year two, and $0.15 in year three.
|
|
|
|
Maturity
date:
|
3 years from the date
of issuance.
|
|
|
|
Warrants
|
Each Warrant shall have
a term of 3 years from the date of issuance of the Notes, and shall
entitle the holder to purchase one Share at an escalating exercise
price of $0.05 per Share in year one, $0.13 in year two, and $0.18
in year three.
|
|
|
|
Interest
rate:
|
8% per annum, payable
quarterly.
|
|
|
|
Number of
Placees:
|
2 placees.
|
Insider / Pro Group Participation: None.
Finder's
Fees:
None.
The Company issued a news release on April 13, 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.
__________________________________
US CRITICAL METALS CORP. ("USCM")
BULLETIN
TYPE: Private Placement – Brokered
BULLETIN
DATE: April 14,
2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation
with respect to a Brokered Private Placement announced February 27, 2023:
|
Number of
Shares:
|
7,140,100 common share
units ("Units"), each Unit consisting of one common share in the
capital of the Company ("Share") and one Common Share purchase
warrant ("Warrant").
|
|
|
|
Purchase
Price:
|
$0.35 per
Unit.
|
|
|
|
Warrants:
|
7,140,100 Warrants to
purchase 7,140,100 Shares.
|
|
|
|
Warrant
Price:
|
$0.55 exercisable for a
period of 36 months from the date of issuance.
|
|
|
|
Acceleration Right
Provision:
|
If, after four months
and one day from closing, the daily volume-weighted average trading
price of the Shares on the TSX Venture Exchange is greater than
$1.00 per Share for the preceding 10 consecutive trading days, the
Company shall have the right to accelerate the expiry date of the
Warrants to a date that is at least 30 days following the date of
notice to the Warrant holders.
|
|
|
|
Number of
Placees:
|
34 placees.
|
|
Insider / Pro Group
Participation:
|
|
Insider= Y /
|
|
|
Name
|
Pro Group= P
|
Number of
Units
|
|
Aggregate Existing
Insider Involvement
|
|
|
|
[4 Existing
Insiders]
|
Y
|
242,800
|
|
Aggregate Pro Group
Involvement
|
|
|
|
[4 Pro Group
Members]
|
P
|
205,600
|
|
Broker's
Fee:
|
Aggregate Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
|
Echelon Wealth Partners
Inc.
|
$145,613.05
|
85,714
|
351,709
|
|
Canaccord Genuity
Corp.
|
NIL
|
NIL
|
17,240
|
|
Haywood Securities
Inc.
|
NIL
|
NIL
|
11,424
|
|
iA Private Wealth
Inc.
|
NIL
|
NIL
|
35,750
|
Broker Warrants are exercisable for a period of 36 months at an
exercise price of $0.35 per
Share.
The Company issued a news release on April 11, 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.
__________________________________
VOYAGER METALS INC. ("VONE")
BULLETIN TYPE: Private
Placement-Non-Brokered
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2
Company
TSX Venture Exchange has accepted for filing documentation with
respect to a Non-Brokered Private Placement announced on
March 7, 2023:
|
Number of
Shares:
|
31,024,294 common
shares
|
|
|
|
Purchase
Price:
|
$0.1523 per common share
|
|
|
|
Number of
Placees:
|
3
placees
|
|
Aggregate Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
|
Finder's
Fee:
|
N/A
|
N/A
|
471,110
|
Finder's Warrants Terms: each finder's warrant entitles the holder
to purchase one common share at the price of $0.1523 for a period of 3 years from
the date of issuance.
The Company issued a news release on March 15, 2023, confirming closing of the private
placement.
________________________________________
XANDER RESOURCES
INC. ("XND")
BULLETIN TYPE:
Shares for Debt
BULLETIN DATE: April 14, 2023
TSX Venture Tier
2 Company
Pursuant to the press release dated March
16, 2023, TSX Venture Exchange has accepted for filing
the Company's proposal to issue 2,210,198 common shares of the
Company ("Shares") at a deemed price of $0.035 per Share to settle severance payments for
an aggregate amount of $77,357:
Number of Creditors:
2 Creditors.
Non-Arm's Length Party /
Pro Group Participation:
|
Creditors
|
# of
Creditors
|
Amount
Owing
|
Deemed Price per
Share
|
Aggregate # of
Shares
|
|
|
|
|
|
|
Aggregate Non-Arm's
Length Party Involvement:
|
2
|
$77,357
|
$0.035
|
2,210,198
|
The Company shall issue a news release when the shares are issued
and the severance payment is complete.
________________________________________
NEX COMPANY:
CLEAR GOLD RESOURCES
INC. ("CFA.H")
BULLETIN TYPE:
Resume Trading
BULLETIN DATE: April 14, 2023
NEX Company
Effective at 6:30 a.m. PST, April
14, 2023, shares of the Company resumed trading, an
announcement having been made.
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SOURCE TSX Venture Exchange
