28.06.2022 04:57

TSX Venture Exchange Stock Maintenance Bulletins

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VANCOUVER, BC, June 27, 2022 /CNW/ -

TSX VENTURE COMPANIES

JERICHO ENERGY VENTURES INC. ("JEV")
BULLETIN TYPE:  Share Capital Reorganization, Substitutional Listing
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Share Capital Reorganization:

Pursuant to a special resolution passed by shareholders at Jericho Energy Ventures Inc. (the "Company's") Annual General and Special Meeting of Shareholders held on June 23, 2022, shareholders of the Company approved amendments (the "Amendments") to the Company's notice of articles and articles in in order to create two new classes of shares, the variable voting shares ("Variable Voting Shares") and the common voting shares ("Common Voting Shares") (together, the "Equity Shares"), and to cancel the common shares (the "Common Shares") of the Company.  

The "Common and Variable Voting Shares" will commence trading under a single new CUSIP and existing symbol ("JEV") in substitution for the Common Shares which will be delisted at that time.

The Company is effecting the Amendments in order to maintain "foreign private issuer" status under Rule 405 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and Rule 3b-4(c) under the U.S. Securities Exchange Act of 1934, as amended.

Each issued and outstanding Common Voting Share shall be converted into one Variable Voting Share, automatically and without any further act of the Company or the holder, if such Common Voting Share is or becomes owned or controlled by a U.S. Resident. Each issued and outstanding Variable Voting Share shall be automatically converted into one Common Voting Share, without any further intervention on the part of the Company or the holder, if the Variable Voting Share is or becomes owned or controlled by a non-U.S. Resident.

Summary of Voting Rights and Restrictions of the Variable Voting Shares and Common Voting Shares:

Holders of Common Voting Shares shall be entitled to notice of and to attend and participate in any general meeting of the Company. Holders of Common Voting Shares shall be entitled to vote at any general meeting (including electronic meetings) of the Company, and at each such meeting, shall be entitled to one (1) vote in respect of each Common Voting Share held, except that holders shall not have an entitlement to vote at a class meeting or series meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote.

Holders of Variable Voting Shares shall be entitled to notice of and to attend and participate in any general meeting of the Company. Holders of Variable Voting Shares shall be entitled to vote at any general 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 (i) holders shall not have an entitlement to vote at a class meeting or series meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote and (ii) if the number of votes that may be exercised, in connection with the election or removal of directors, in respect of all issued and outstanding Variable Voting Shares exceeds 49.9% of the total number of votes that may be exercised, in connection with the election or removal of directors, in respect of all issued and outstanding Equity Shares, the vote attached to each Variable Voting Share will decrease automatically and pro rata and without further act or formality to equal the maximum permitted vote per Variable Voting Share. The Variable Voting Shares as a class cannot carry more than 49.9% of the aggregate votes, in connection with the election or removal of directors, attached to all issued and outstanding Equity Shares of the Company.

Except as otherwise provided in the Company's articles (including without limitation the restrictions on voting rights for the election or removal of directors in the case of the Variable Voting Shares) or except as provided in the BCBCA, Common Voting Shares and Variable Voting Shares are equal in all respects and shall vote together as if they were shares of a single class.

In connection with any change of control transaction requiring approval of the holders of all Equity Shares under the BCBCA, all Equity Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Variable Voting Shares or their proxyholders in respect of a resolution approving such change of control transaction, voting separately as a class at a meeting of the holders of that class called and held for such purpose. Notwithstanding the provisions of the above, the holders of each Equity Shares shall be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Company's articles which would: (i) adversely affect the rights or special rights of the holders of the relevant Equity Share class; or (ii) affect the holders of any class of Equity Shares differently, on a per share basis; or (iii) except as already set forth herein, create any class or series of shares ranking equal to or senior to the Equity Share classes; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of each outstanding Equity Share class.

All Equity Shares shall rank equally with the other Equity Shares as to dividends on a share-for-share basis, without preference or distinction, except that stock dividends or distributions may be declared by the Board that are payable in Common Voting Shares on the Common Voting Shares and in Variable Voting Shares on the Variable Voting Shares, provided an equal number of shares is declared as a dividend or distribution on a per-share basis in each case.

All Equity Shares will rank pari passu on a per-share basis in the event of the Company's liquidation, dissolution or winding-up, or a distribution of assets of the Company for the purposes of a dissolution or winding-up of the Company.

In connection with any change of control transaction requiring approval of the holders of all Equity Shares under the BCBCA, holders of the Equity Shares shall be treated equally and identically, on a per share basis. Notwithstanding the foregoing, the holders of Variable Voting Shares and Common Voting Shares shall each be entitled to vote as a separate class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Company's articles which would: (i) adversely affect the rights or special rights of the holders of Variable Voting Shares or Common Voting Shares, as applicable; or (ii) affect the holders of the Equity Shares differently, on a per share basis; and in each case such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by the requisite number of the votes cast by holders of outstanding Variable Voting Shares or Common Voting Shares, as applicable.

A letter of transmittal ("Letter of Transmittal") for the surrender of certificates representing Common Shares for use in exchanging those certificates for Common Voting Shares and Variable Voting Shares certificates was mailed to shareholders on May 25, 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 Wednesday, June 29, 2022, the "Common and Variable Voting Shares" will commence trading on the TSX Venture Exchange, and the current Common Shares will be delisted.  The Company is classified as an 'oil & gas" company.

Post - Reorganization




Capitalization:

Unlimited

Variable Voting Shares and Common Voting Shares with
no par value of which


225,503,169

Variable Voting Shares and Common Voting Shares are
issued and outstanding

Escrowed Shares

Nil

Variable Voting Shares and Common Voting Shares





Transfer Agent:


Computershare Investor Services Inc.





Trading Symbol:


JEV  

(UNCHANGED)

CUSIP Number:


476339205

(NEW)





For further information on the Amendments please refer to the management information circular dated May 20, 2022 and the Company's news release dated June 27, 2022.

________________________________________

KIBOKO GOLD INC. ("KIB")
BULLETIN TYPE:  New Listing-IPO-Units; Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

The Company's initial public offering ("IPO") prospectus dated June 22, 2022, has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission and Ontario Securities Commission on June 23, 2022, pursuant to the provisions of the applicable Securities Acts. The Prospectus was also filed under Multilateral Instrument 11-102 Passport System (the "Instrument") in Alberta, Saskatchewan, Manitoba, Quebec, 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.

The gross proceeds to be received by the Company on the closing of the IPO are $6,038,400, comprising 8,000,000 units at $0.25 per unit, 5,520,000 flow-through units at $0.29 per flow-through unit and 5,540,000 Quebec charity flow-through units (including 1,790,000 Quebec charity flow-through units issuable pursuant to exercise of the agent's over-allotment option) at $0.44 per Quebec charity flow-through unit.  Each unit is comprised of one common share and one warrant (a "Warrant").  Each Warrant is exercisable into one common share at a price of $0.40 per share for a five-year period.  Each flow-through unit is comprised of one flow-through share and one warrant (a "FT Warrant").  Each FT Warrant is exercisable into one common share at a price of $0.45 per share for a five-year period.  Each Quebec charity flow-through unit is comprised of one Quebec charity flow-through share and one Warrant.

The Company is classified as a 'Mining' company.

 

Commence Date:

At the opening on Wednesday, June 29, 2022, the common shares
of the Company will be listed and IMMEDIATELY HALTED on the
TSX Venture Exchange.




The closing of the IPO is scheduled to occur on June 29, 2022. A
further notice will be published upon the confirmation of closing
and the trading halt will be lifted.



Corporate Jurisdiction:  

British Columbia



Capitalization:

Unlimited common shares with no par value of which
44,137,093 common shares will be issued and outstanding
on closing of the IPO



Escrowed Shares:  

13,982,001 common shares subject to NP 46-201 escrow
350,000 common shares subject to Tier 2 value escrow



Transfer Agent:

Odyssey Trust Company

Trading Symbol:

KIB

CUSIP Number:

493734107



Agent:

Haywood Securities Inc.



Over-Allotment Option:

The Company granted the agent an option to purchase an additional
15% worth of the value of the securities issued.  The agent exercised
the option in full on closing for an additional 1,790,000 Quebec
charity flow-through units.



Agent's Commission:

A commission of $313,667 payable in cash and 958,935 non-
transferable common share purchase warrants (each, an Agent's
Warrant").  Each Agent's Warrant is exercisable into one common
share at a price of $0.40 per share for a one-year period. In addition,
the agent will also receive a corporate finance fee of $75,000 payable
via the issuance of 300,000 units at $0.25 per unit.

 

For further information, please refer to the Company's Prospectus dated June 22, 2022.

 

Company Contact:

Jeremy Link, President & CEO

Company Address:

Suite #201, 1405 St. Paul Street, Kelowna, British Columbia
V1Y 2E4

Company Phone Number:

778-381-5949

Company Email Address:

jlink@kibokogold.com

________________________________________

BULLETIN TYPE: Other
BULLETIN DATE: June 27, 2022
Tier 1 and Tier 2 Companies

Mandatory Trading and Settlement Rules for Securities Trading in US Dollars

Further to the TSX Staff Notice #2017-0003 dated September 5, 2017, all trades on Wednesday, June 29, 2022 in the following securities that trade in US dollars will be forSpecial Settlement on Tuesday, July 5, 2022.

T+3 special settlement rules are being imposed for these securities to accommodate the US banking holiday on Monday, July 4, 2022.

Trading in the corresponding securities which trade in Canadian dollars (if applicable) will not be affected by these special settlement rules.

 

Company Name

Security

US Dollar Symbol

Freeman Gold Corp.

Warrants

FMAN.WT.U

AIP Realty Trust

USD Units

AIP.U

Alpine Summit Energy Partners, Inc.

USD Units

ALPS.U

Firm Capital Apartment Real Estate Investment
Trust

USD Units

FCA.U

Partners Value Investments LP

Preferred Shares, Series A

PVF.PR.U

NexPoint Hospitality Trust

USD Units

NHT.U

Pine Trail Real Estate Investment Trust

USD Units

PINE.U

Starlight U.S. Multi-Family 2 Core Plus US

USD Units

SCPT.U

Starlight U.S. Residential Fund

USD Units

SURF.U

________________________________________

PENTAGON I CAPITAL CORP. ("PNTI.P")
BULLETIN TYPE: New Listing-CPC-Shares
BULLETIN DATE: June 27, 2022
TSX Venture Tier 2 Company

The Capital Pool Company's (the 'Company') Prospectus dated May 13, 2022, has been filed with and accepted by TSX Venture Exchange and the Ontario, British Columbia and Alberta Securities Commissions effective May 13, 2022 under the provisions of the respective Securities Acts. The common shares of the Company will be listed and admitted to trading on TSX Venture Exchange, on the effective dates stated below.

The gross proceeds to be received by the Company for the Offering are $300,000 (3,000,000 common shares at $0.10 per share).

 

Listing Date:

At the close of business (5:01 p.m. EDT) on June 28, 2022.



Commence Date:

The common shares will commence trading on TSX Venture
Exchange at the opening Wednesday, June 29, 2022,
upon
confirmation of closing.



The closing of the public offering is scheduled to occur before the market opening on June 29, 2022. A
further notice will be issued upon receipt of closing confirmation.



Corporate Jurisdiction:

Ontario



Capitalization:

Unlimited common shares with no par value of which 5,800,000
common shares are issued and outstanding

Escrowed Shares:

2,800,000 common shares



Transfer Agent:

Marelli Trust Company Limited

Trading Symbol:

PNTI.P

CUSIP Number:

70962P103

Agent:

Haywood Securities Inc.



Agent's Options:

300,000 options to purchase one share at $0.10 for a period of 5
years from the date of the trading.

For further information, please refer to the Company's prospectus dated May 13, 2022.

Company Contact:

 Ali Mahdavi

Company Address:

18 King St. E., Suite 902, Toronto, ON M5C 1C4

Company Phone Number:

416 962-3300

Company email:

AM@spinnakercmi.com

______________________________________

22/06/27 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ANGUS GOLD INC.  ("GUS")
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 12:12 p.m. PST, June 24, 2022, 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.

________________________________________

ANGUS GOLD INC.  ("GUS")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 6:30 a.m. PST, June 27, 2022, shares of the Company resumed trading, an announcement having been made.

________________________________________

CHAKANA COPPER CORP. ("PERU")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 19, 2022:

 

Number of Shares:

56,739,585 shares





Purchase Price:

$0.11 per share





Warrants:

28,369,789 share purchase warrants to purchase 28,369,789 shares





Warrant Exercise Price:

$0.20 for a two-year period       





Number of Placees:

59 placees





Insider / Pro Group Participation:




Insider=Y /


Name

ProGroup=P  

# of Shares

Gold Fields Nazca Holdings Inc.

Y  

8,140,909

   (Johannes Pauley)



Douglas B. Silver

Y

590,772

Thomas E. Wharton Jr.

Y

1,000,000

David Kelley

Y

354,272

John E. Black

Y

272,727

Aggregate Pro Group Involvement

P

975,000

   2 placees



 

Finder's Fee:




BCO Consulting Limited.

$16,478 cash and 149,800 finder's warrants

Leede Jones Gable Inc.

$180,372.50 cash and 1,639,750 finder's warrants

Sprott Global Resources

$36,000 cash and 327,273 finder's warrants

Investments Ltd.   


Blue Lakes Advisors SA.

$32,340 cash and 294,000 finder's warrants

Haywood Securities Inc. 

$1,540 cash and 14,000 finder's warrants

Canaccord Genuity Corp.

$3,888.50 cash and 35,350 finder's warrants

Dosatsu Pty Ltd.

$51,082.50 cash and 464,386 finder's warrants


The finder's warrants are non-transferable and each are exercisable into one
common share at a price of $0.20 per share for a period of two-years.     

 

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on May 24, 2022 and June 22, 2022 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.

________________________________________

ERIN VENTURES INC.  ("EV")
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 6:07 a.m. PST, June 27, 2022, 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.

________________________________________

GOLDEN SKY MINERALS CORP. ("AUEN")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to an option agreement dated May 26, 2022 (the "Agreement") between Strata GeoData Services Ltd. (the "Optionor") and Golden Sky Minerals Corp. (the "Optionee"), whereby the Optionor has agreed to grant an exclusive right option to acquire a 100% interest in the Vidette and Mowick mineral properties comprising 19 mining claims located in southern British Columbia (the "VM Property").

Under the terms of the Agreement, the Company can earn a 100% interest in the VM Property by (i) making an aggregate of $120,000 cash payments, (ii) issuing an aggregate of 240,000 common shares at a deemed price of $0.16 per common share and (iii) expended a $575,000 in exploration expenditures within specified timeframes, with the last payment date being August 31, 2026.

For further details, please refer to the Company's news releases dated June 17, 2022.

________________________________________

HEMOSTEMIX INC. ("HEM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  June 24, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on May 19, 2022:

 

Number of Units:

2,301,296 units ("Units"). Each Unit consist of one common share in the capital
of the Company and one common share purchase warrant



Purchase Price:

$0.30 per Unit



Warrants:

2,301,296 share purchase warrants to purchase 2,301,296 shares. The
Warrants are subject to an acceleration clause, such that if the common shares
of the Company trading on the Exchange is greater than $0.65 for 10
consecutive trading days after four months and one day from the closing date.
In the event of acceleration, the Company may accelerate the Warrant expiry
date to the date which is 30 calendar days following the date a press release is
issued by the Company announcing the reduced Warrant terms.



Warrant Exercise Price:

$0.55 for a two year period from the closing date of the offering



Number of Placees:

10 placees



Insider / Pro Group Participation:  

None



Finder's Fee:

PI Financial Corp. – $804.00 cash and 2,680 Finder's Warrants


Fidelity Clearing Canada ULC – $3,991.92 cash and 13,306 Finder's Warrants


Research Capital Corporation – $3,120.00 cash and 10,400 Finder's Warrants


Canaccord Genuity Corp. – $15,999.98 cash and 53,333 Finder's Warrants

                                               

Each Finder's Warrant will be exercisable for one common share of the Company at an exercise price of $0.55 until June 20, 2024.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated June 23, 2022, 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.

________________________________________

JAZZ RESOURCES INC.  ("JZR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 8:08 a.m. PST, June 27, 2022, 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.

________________________________________

JAZZ RESOURCES INC.  ("JZR")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 10:15 a.m. PST, June 27, 2022, shares of the Company resumed trading, an announcement having been made.

________________________________________

MAPLE GOLD MINES LTD.  ("MGM.WT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 1 Company

Effective at 9:00 a.m. PST, June 27, 2022, 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.

________________________________________

MINK VENTURES CORPORATION ("MINK.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

Effective at 9:53 a.m. PST, June 27, 2022, 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.

________________________________________

TNR GOLD CORP. ("TNR")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  June 27, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 4, 2022:

 

Number of Shares:

1,250,000 shares





Purchase Price:

$0.05 per share





Warrants:

625,000 share purchase warrants to purchase 625,000 shares





Warrant Exercise Price:

$0.075 for a two-year period





Number of Placees:

5 placees





Insider / Pro Group Participation:




Insider=Y /


Name

ProGroup=P  

  # of Shares

Kirill Klip

Y  

300,000




Finder's Fee:

$2,375 payable to Nicholas Winton


 

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on May 19, 2022 and June 24, 2022 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.

________________________________________

SOURCE TSX Venture Exchange

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