VANCOUVER, BC, Feb. 24,
2023 /CNW/ -
TSX VENTURE COMPANIES
CORNERSTONE CAPITAL RESOURCES INC. ("CGP")
BULLETIN
TYPE: Plan of Arrangement, Delist
BULLETIN
DATE: February 24,
2023
TSX Venture Tier 2 Company
Pursuant to a special resolution passed by the shareholders of
the Company on January 9, 2023, the
Company has completed a court-approved plan of arrangement
("Arrangement") under Section 193 of the Business Corporation
Act (Alberta). Pursuant to the
terms of the arrangement agreement ("Arrangement Agreement") dated
October 6, 2022 and amendments
thereto between SolGold plc ("SolGold") and the Company, SolGold
has acquired all of the issued and outstanding common shares of the
Company, other than the Company's common shares already owned,
pursuant to the Arrangement. As total consideration for the
transaction, shareholders of the Company (other than dissenting
shareholders and SolGold) received fifteen (15) ordinary shares of
SolGold for every one (1) common share of the Company held.
In connection with the transaction, 2,451,875 stock options of
the Company which were previously issued and outstanding were
further replaced by replacement options ("Replacement Options") of
SolGold. The Replacement Options will further be adjusted
accordingly as per the exchange ratio in accordance with the terms
of the Arrangement Agreement.
The Court of King's Bench of Alberta granted a final order in connection
with the Plan of Arrangement on January 10,
2023.
Delist
Effective at the close of business on Tuesday, February 28, 2023, the common
shares will be delisted from TSX Venture Exchange at the request of
the Company as a result of the Arrangement.
For further information, please refer to the Company's news
releases dated October 7, 2022,
December 13, 2022, January 10, 2023 and February 24, 2023.
________________________________________
LEXAGENE HOLDINGS INC. ("LXG")
BULLETIN TYPE:
Suspend
BULLETIN DATE: February
24, 2023
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated February 21, 2023, and the Company's news release
dated February 24, 2023, effective at
the opening on Tuesday, February
28, 2023, trading in the shares of the Company will be
suspended for failure to maintain Exchange requirements.
Members are prohibited from trading in the securities of the
Company during the period of the suspension or until further
notice.
_______________________________________
TINCORP METALS INC. ("TIN")
[Formerly WHITEHORSE GOLD
CORP. ("WHG")]
BULLETIN TYPE:
Name Change
BULLETIN DATE: February 24, 2023
TSX Venture Tier
2 Company
Pursuant to the resolution passed by the Company's board of
directors on November 3, 2022, the
Company has changed its name as follows: TINCORP METALS INC.
There is no consolidation of capital.
Effective at the opening on Monday, February 27, 2023, the common shares
of Tincorp Metals Inc. will commence trading on TSX Venture
Exchange, and the common shares of Whitehorse Gold Corp. will
be delisted. The Company is classified as a 'gold and silver
mining' company.
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Capitalization:
|
Unlimited
|
shares with no par
value of which
|
|
66,557,423
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shares are issued and
outstanding
|
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Escrow:
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NIL
|
shares are subject to
escrow
|
|
|
|
|
|
|
|
Transfer Agent:
|
Computershare Investor
Services Inc.
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|
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Trading Symbol:
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TIN
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(new)
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CUSIP Number:
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88749D102
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(new)
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________________________________________
23/02/24 - TSX
Venture Exchange Bulletins
TSX VENTURE COMPANIES
CARESPAN HEALTH, INC. ("CSPN")
BULLETIN TYPE:
Shares for Debt
BULLETIN DATE: February 24, 2023
TSX Venture Tier
2 Company
TSX Venture Exchange has accepted for filing the Company's
proposal to issue 1,311,288 shares to settle outstanding debt
for $157,354.79.
Number of
Creditors:
4 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:
|
1
|
$48,000
|
$0.12
|
400,000
|
|
Aggregate Pro
Group
Involvement:
|
N/A
|
N/A
|
N/A
|
N/A
|
The Company issued a news release on February 22, 2023 confirming that the shares had
been issued and the debt extinguished.
________________________________________
ENCORE ENERGY
CORP. ("EU")
BULLETIN TYPE:
Property-Asset or Share Purchase Agreement, Private
Placement-Brokered, Private Placement-Non-Brokered, Prospectus-Unit
Offering, Private Placement-Non-Brokered Convertible
Debenture.
BULLETIN DATE: February 24, 2023
TSX Venture Tier
1 Company
Acquisition:
TSX Venture Exchange has accepted for filing a Membership
Interest Purchase Agreement dated November 13, 2022 (the Agreement), whereby enCore
Energy Corp. and enCore Energy US Corp. may acquire, on an
arm's length basis, all of the limited liability company membership
interests in each of three Texas
limited liability companies which collectively own and control the
Alta Mesa project from EFR White Canyon Corp. (the Vendor) by
making a cash payment of US$60,000,000 and a US$60,000,000 secured vendor take-back
convertible promissory note with EFR White Canyon Corp. (described
below).
For further details, please refer to the Company's news releases
dated November 14, 2022, January 9, 2023, and February 15, 2023.
Brokered Private Placement:
TSX Venture Exchange has accepted for filing documentation with
respect to a Brokered Private Placement announced November 14, 2022:
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Number of Shares:
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23,000,000
shares
|
|
Purchase Price:
|
$3.00 per
share
|
|
Warrants:
|
23,000,000 share
purchase warrants to purchase 23,000,000 shares
|
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Warrant Exercise
Price:
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$3.75 for a three year
period
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Number of
Placees:
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62 placees
|
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Insider / Pro Group
Participation: N/A
|
|
|
|
|
|
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Agent's Fee:
|
Canaccord Genuity Corp.
- $2,025,000 and 675,000 Broker Warrants.
|
|
Haywood Securities Inc.
- $810,000 and 270,000 Broker Warrants.
|
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Cantor Fitzgerald
Canada Corporation - $364,500 and 121,500 Broker
Warrants.
|
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PI Financial Corp. -
$364,500 and 121,500 Broker Warrants.
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Clarus Securities Inc.
- $324,000 and 108,000 Broker Warrants.
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Red Cloud Securities
Inc. - $162,000 and 54,000 Broker Warrants.
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Brokers' Warrants Terms: Each warrant entitles the holder to
purchase one common share at the price of $3.25 for period of 27 months following
the satisfaction of the escrow release conditions
Non-Brokered Private Placement:
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Number of Shares:
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277,000
shares
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Purchase Price:
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$3.00 per
share
|
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Warrants:
|
277,000 share purchase
warrants to purchase 277,000 shares
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Warrant Exercise
Price:
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$3.75 for a three year
period
|
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Number of
Placees:
|
6 placees
|
|
Insider / Pro Group
Participation: N/A
|
|
|
|
|
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Aggregate
Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
|
Finder's
Fee:
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$24,600
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N/A
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N/A
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Finder's Warrants Terms: Each warrant entitles the holder to
purchase one common share at the price of $3.25 for period of 27 months following
the satisfaction of the escrow release conditions
The Company issued new releases on December 6, 2022, February
15, 2023, 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.
Prospectus-Units Brokered Offering:
Effective February 6, 2023,
the Company's Short Form Prospectus dated February 3, 2023, was filed with and
accepted by TSX Venture Exchange. The Short Form Prospectus was
filed with and receipted by the British Columbia Securities
Commission and the authorities of all provinces, except
Quebec.
TSX Venture Exchange has been advised that closing occurred on
February 8, 2023, for gross proceeds
of $34,500,862.50 (including
full exercise of the Underwriters' Over-Allotment Option).
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Offering:
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10,615,650 units
(including full exercise of the Underwriters' Over-Allotment
Option). Each unit consists of one common share in the capital of
the company and one-half of one common share purchase
warrant.
|
|
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Unit Price:
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$3.25 per
unit.
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Warrant Exercise
Price/Term:
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$4.05 per share for a
period of 3 years from
closing.
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Underwriters:
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Canaccord Genuity
Corp., Cantor Fitzgerald Canada Corporation, and Haywood Securities
Inc.
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|
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Underwriters'
Commission:
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Canaccord Genuity Corp.
- $1,065,756.17 cash
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Cantor Fitzgerald
Canada Corporation - $659,753.82 cash
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Haywood Securities Inc.
- $304,501.76 cash
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Over-Allotment
Option:
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The Underwriters were
granted an over-allotment option exercisable on closing to purchase
up to an additional 1,384,650 units. The over-allotment option was
exercised in full.
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For further details, please refer to the Company's news releases
dated February 8, 2023, February 15, 2023, and the Short Form Prospectus
dated February 3, 2023, which have
been filed on SEDAR.
Convertible Debenture:
TSX Venture Exchange has accepted for filing documentation with
respect to the issuance of a convertible promissory note in
connection with the acquisition, announced November 14, 2022:
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Convertible
Debenture
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US$60,000,000
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Conversion Price:
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Convertible into
20,616,431 shares at US$2.9103 for two years from
closing.
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Maturity
date:
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February 14,
2025
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Interest
rate:
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8% per annum
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Number of
Placees:
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1 placee
|
|
|
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Insider / Pro Group
Participation:
|
|
|
|
|
|
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Placees
|
# of Placee
(s)
|
Aggregate # of
Shares
|
|
|
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Aggregate Existing
Insider Involvement:
|
N/A
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N/A
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|
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
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The Company issued a news release on February 15, 2023, confirming issuance of
the convertible debenture.
________________________________________
INFINITUM COPPER CORP. ("INFI")
BULLETIN
TYPE: Private Placement-Non-Brokered
BULLETIN
DATE: February 24,
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 19, 2022
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Number of Shares:
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1,198,129
shares
|
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Purchase Price:
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$0.13 per
share
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Warrants:
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599,063 share purchase
warrants to purchase 599,063 shares
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Warrant Exercise
Price:
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$0.22 for a two year
period
|
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Number of
Placees:
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10 placees
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Insider / Pro Group
Participation:
|
|
|
|
|
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Placees
|
# of Placee
(s)
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Aggregate # of
Shares
|
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Aggregate Existing
Insider Involvement:
|
1
|
385,000
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Aggregate Pro Group
Involvement:
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NA
|
NA
|
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Aggregate
Cash
Amount
|
Aggregate
#
of
Shares
|
Aggregate
#
of
Warrants
|
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Finder's
Fee:
|
$1,820
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NA
|
14,000
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Finder's Warrants Terms: Each warrant entitles the holder to
purchase one common share at the price of $0.13 for period of 2 years from the date of
issuance.
The Company issued a news release on December 12, 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.
________________________________________
MINERAL MOUNTAIN RESOURCES LTD.
("MMV")
BULLETIN TYPE: Warrant Term
Extension
BULLETIN DATE: February 24, 2023
TSX Venture Tier
2 Company
TSX Venture Exchange has consented to the extension in the
expiry date of the following warrants:
Private Placement:
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# of Warrants:
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2,859,857
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1,428,572
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Exercise Price of
Warrants:
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$0.15
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Original Expiry Date of
Warrants:
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February 25,
2023
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New Expiry Date of
Warrants:
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August 25,
2023
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Original Expiry Date of
Warrants:
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March 1,
2023
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New Expiry Date of
Warrants:
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September 1,
2023
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These warrants were issued pursuant to a private placement of
4,288,429 shares with 4,288,429 share purchase warrants
attached, which was accepted for filing by the Exchange effective
January 27, 2023.
________________________________________
SILK ROAD ENERGY
INC. ("SLK")
BULLETIN TYPE:
Property-Asset or Share Purchase Agreement
BULLETIN DATE:
February 24, 2023
TSX Venture Tier
2 Company
TSX Venture Exchange has accepted for filing, documentation
pertaining to the option agreement (the "Agreement") entered into
on December 19, 2022 between Silk
Road Energy Inc. and arm's length vendors (the "Vendors") for the
acquisition of Doran Lithium Property (the "Property") located
approximately 200 kilometres east of Red
Lake in northwestern Ontario. Pursuant to the terms of the
Agreement, the Company may acquire a 100% interest in the Property
by making aggregate cash payments of $111,000 and issue a total of 900,000 common
shares over a three-year period. Upon completion of the Agreement,
the Vendors will retain a 1.5% net smelter returns royalty on the
Property, one-third of which can be purchased by the Company for a
cash payment of $600,000.
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CASH
($)
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SECURITIES
|
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Initial
Payment
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$24,000
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900,000
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First Year
Anniversary
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$24,000
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N/A
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Second Year
Anniversary
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$27,000
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N/A
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Third Year
Anniversary
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$36,000
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N/A
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For further details, please refer to the Company's news release
dated December 19, 2022
_______________________________________
SILK ROAD ENERGY
INC. ("SLK")
BULLETIN TYPE:
Property-Asset or Share Purchase Agreement
BULLETIN DATE:
February 24, 2023
TSX Venture Tier
2 Company
TSX Venture Exchange has accepted for filing, documentation
pertaining to the option agreement (the "Agreement") entered into
on January 9, 2023 between Silk Road
Energy Inc. (the "Company") and an arm's length vendor (the
"Vendor") for the acquisition of Doran South Lithium Property (the
"Property") located approximately 200 kilometres east of
Red Lake in northwestern
Ontario. Pursuant to the terms of
the Agreement, the Company may acquire a 100% interest in the
Property by making aggregate cash payments of $50,000 and issue a total of 1,000,000 common
shares over a one-year period. Upon completion of the Agreement,
the Vendor will retain a 1.5% net smelter returns royalty on the
Property. The 1.5% net smelter returns royalty may be purchased by
the Company for an aggregate cash payment of $3,000,000.
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CASH
($)
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SECURITIES
|
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Initial
Payment
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$25,000
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1,000,000
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First Year
Anniversary
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$25,000
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N/A
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For further details, please refer to the Company's news release
dated January 10, 2023.
________________________________________
SIMPLY BETTER BRANDS CORP. ("SBBC")
BULLETIN
TYPE: Shares for Debt
BULLETIN DATE: February 24 , 2023
TSX Venture Tier
1 Company
TSX Venture Exchange has accepted for filing the Company's
proposal to issue 90,426 common shares to settle outstanding debt
for $21,250.
Number of
Creditors:
2 Creditors
Non-Arm's Length Party / Pro Group Participation: N/A
The Company shall issue a news release when the shares are
issued and the debt extinguished.
For more details, please refer to the Company's news release
dated February 3, 2023.
________________________________________
SOLSTICE GOLD
CORP. ("SGC")
BULLETIN TYPE:
Property-Asset or Share Purchase Agreement
BULLETIN
DATE: February 24,
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 21, 2023 between the Company, optionor
and royalty holder. Under the terms of the Agreement, the Company
has been granted an exclusive option to acquire a 100% interest in
certain mining claims forming part of the Stewart Lake project
(the "Property") in Ontario. By
way of consideration, the Company will pay to the optionor
$15,000 in cash and issue to the
royalty holder 750,000 common shares at a deemed price of
$0.06 per share. In addition, the
Company must incur an aggregate of $150,000 in exploration expenditures on or before
the third anniversary date of the Agreement. Upon exercise of the
option, the Company will pay to the optionor $75,000 in cash and grant the royalty holder a 1%
NSR on the Property.
For further details, please refer to the Company's news release
dated February 22, 2023.
________________________________________
ZENITH CAPITAL CORPORATION ("ZENI.P")
BULLETIN
TYPE: Private Placement – Non-Brokered
BULLETIN
DATE: February 24,
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 15, 2023:
|
Number of Shares:
|
2,500,000 common shares
in the capital of the Company ("Shares").
|
|
|
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Purchase Price:
|
$0.08 per
Share.
|
|
|
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Number of
Placees:
|
6 placees.
|
Insider / Pro Group Participation:
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Name
|
Insider= Y
/
Pro Group=
P
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Number of
Securities
|
|
Aggregate Existing
Insider Involvement
[3
Existing Insiders]
|
Y
|
875,000
Shares
|
The Company issued a news release on February 24, 2023, confirming the closing of
the private placement.
__________________________________
SOURCE TSX Venture Exchange
