Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") announces today that it has entered into settlement agreements that will see $149,215 of debt settled by the issuance of 1,755,470 shares at a deemed price of $0.085, and the Company's balance sheet much improved
No finders fees will be paid. The securities issued will be subject to a four-month and one-day hold period from closing.
Certain insiders participated in respect to accrued and unpaid fees and expenses. The Company is relying on exemptions contained in NI 61-101 from minority approval and valuation requirements for related party transactions.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
Cautionary Statement Regarding Forward-Looking Information
Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such forward-looking information can be generally identified by terms such as "may", "expect", "estimate", "anticipate", "intend", "believe", and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future, and readers are cautioned that such forward-looking statements may not be appropriate for other purposes. By its nature, this forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions may not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities may not be achieved. These risks and uncertainties include but are not limited to those identified and reported under the Company's disclosure documents available on its SEDAR+ profile at www.sedarplus.com.
Contact Information
For further information please contact:
Brian Keane, Director
Cypher Metaverse Inc.
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
E-mail: info@cypher-meta.com
www.cypher-meta.com
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
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Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is continuing in assisting the financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). The secured bridge loan entered between CODE and Agapi on May 10, 2023, has been increased from $600,000 to $950,000 of which $886,692 has been advanced to date to advance Agapi's business plan and growth initiatives
Agapi continues to expand its sales of its luxury cigars. After receiving Cypher shareholder approval for the acquisition of Agapi, Cypher and Agapi are completing their current financials statements and listing statement, after which it is anticipated that the exchange will provide their final consent to closing.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, the Bridge Loan and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because CODE can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on CODE's due diligence and the receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE:Cypher Metaverse Inc.
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Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is please to announce that it has closed its previously announced non-brokered private placement of 2,325,000 units ("Units") at a price of $0.12 per Unit for aggregate gross proceeds of $279,000 (the "Financing
Under the Financing, each Unit consists of one common share in the capital of the Company ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to subscribe for one additional Common Share at a price of $0.15 for a period of two years from the date of closing, subject to the Company's option to accelerate the expiry date if the stock trades at $0.20 for ten trading days.
In connection with the Financing, the Company paid finder's fees to qualified finders in the amount of $18,755 and issued 156,300 broker warrants (the "Broker Warrants"). The Broker Warrants are subject to the same terms as the Warrants.
In accordance with the policies of the Canadian Securities Exchange (the "CSE") and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a four-month and one-day hold period.
The Company intends to use the net proceeds of the Financing for the acquisition of Agapi Luxury Brands Inc. ("Agapi"). Pursuant to the Company's agreement to loan Agapi funds as it works through the CSE's RTO process, the Company has now loaned Agapi a total of $886,692 to advance its business plan.
About Cypher Metaverse Inc.
CODE seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8, and its Common Shares are currently listed on the CSE. CODE is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario.
Contact Information
For further information, please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Cypher Metaverse Inc. (CSE:CODE) ("CODE" or the "Company") is pleased to announce that it is undertaking a non-brokered private placement of up to $400,000. The Company will issue up to 3,333,333 units at a price of $0.12 per unit. Each unit consists of one common share and one half of a common share warrant. Each whole warrant entitles the holder to subscribe for one additional common share for $0.15 for a period of 2 years from the date of closing, subject to the Corporation's option to accelerate the expiry date if the stock trades at $0.20 for 10 trading days
The Company intends to use the net proceeds of the Offering for general working capital and acquisition of Agapi Luxury Brands Inc.
The Company may pay qualified finders fees of up to 8% in cash and 8% in brokers warrants.
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
For further information please contact:
Cypher Metaverse Inc.
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Cypher Metaverse Inc.
News Provided by ACCESSWIRE via QuoteMedia
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Cypher Metaverse Inc. (CSE: CODE) ("CODE" or the "Company") is pleased to announce that it has entered into a binding definitive agreement ("Definitive Agreement") dated August 29, 2023, in respect to a business combination (the "Transaction") with Agapi Luxury Brands Inc. ("Agapi"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for an industrial issuer under the policies of the CSE Venture Exchange (the "CSE"). The CSE has conditionally accepted the Transaction, and the Company will hold a shareholder meeting on December 1, 2023 to give its shareholders the opportunity to consider the Transaction and approve the same
Terms of the Transaction
The Transaction is expected to be completed by way of a share exchange, which will result in Agapi becoming a wholly-owned subsidiary of CODE.
Upon the satisfaction or waiver of the conditions set out in the Definitive Agreement, the following, among other things, will be completed in connection with the Transaction:
The Transaction is a non-arm's length transaction or a related party transaction pursuant to the policies of the CSE and NI 61-103 as the CEO of CODE is a significant shareholder of Agapi. As a result, CODE is being represented in these negotiations by a special committee made of up of independent directors. In addition the Company has commissioned an independent valuation of Agapi and will seek the approval of disinterested shareholders.
Private Placement Financing
In connection with and as a condition to the Transaction, Agapi intends to complete an equity financing of Agapi Common Shares for minimum gross proceeds of $750,000 (the "Private Placement"). It is expected that the issue price per Agapi Common Share will be $0.12. The Agapi Common Shares are expected to be sold to "accredited investors" and other parties pursuant to exemptions from prospectus requirements under Canadian securities laws.
The Private Placement is intended to be completed prior to or concurrently with closing of the Transaction. The net proceeds of the Private Placement will be used for working capital and general corporate purposes.
Conditions of the Transaction
Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) receipt of all required approvals and consents relating to the Transaction, including without limitation any approvals of the shareholders of CODE and Agapi as required by the CSE and under applicable corporate or securities laws; (ii) completion of the Private Placement; and (iii) the CSE's final approval for listing the shares of the Resulting Issuer.
Trading Halt
Trading in CODE Common Shares on the CSE will remain halted in compliance with the policies of the CSE. It is not expected that trading in the CODE Common Shares will resume prior to the Closing.
Filing Statement
In connection with the Transaction and in compliance with the policies of the CSE, CODE will file on SEDAR by September 29, 2023 the information circular which will contain details regarding the Transaction, CODE, Agapi and the Resulting Issuer, including proposed management of the Resulting Issuer. .
About Cypher Metaverse Inc.
Cypher Metaverse Inc. seeks early-stage investments in emerging technology sectors, including the blockchain ecosystem, fintech and the metaverse. The Company identifies such opportunities and applies its relationships and capital to advance its interests.
The Company's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8. The common shares of CODE ("CODE Common Shares") are currently listed on the CSE and CODE is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
CODE currently has 15,571,906 CODE Common Shares issued and outstanding and securities exercisable or exchangeable into 3,288,070 CODE Common Shares.
About Agapi Luxury Brands Inc.
Agapi's premium luxury branded cigars sold under the brand "Freud Cigar Co.", are exclusively handcrafted using the finest tobacco leaves that are carefully selected and aged to perfection, and artistically blended to produce an unforgettable smoking experience for the luxury consumer. The company has partnered with renowned industry veterans Eladio Diaz and Wiber Ventura with the aim to disrupt the luxury cigar segment. The company has successfully commercialized products in the US and international markets selling over 40,000 and 10,000 cigars in each respective market.
Agapi is a private company and was incorporated under the Business Corporations Act (British Columbia) on June 11, 2021. Agapi's head office is located at 1780-355 Burrard Street, Vancouver, BC, V6C 2C8.
Agapi currently has approximately 65,571,906 common shares ("Agapi Common Shares") issued and outstanding and securities exercisable or exchangeable into approximately 84,542,058 Agapi Common Shares .
For further information please contact:
Cypher Metaverse Inc. Corporate Communications
Brian Keane - Director
Phone: Toll-Free (877) 806-CODE (2633) or 1 (778) 806-5150
Agapi Luxury Brands Inc.
David Stadnyk, CEO
All information in this press release relating to Agapi has been provided by Agapi and is the sole responsibility of Agapi.
Cautionary Note
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the exploration and development of Agapi's products, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction the Exchange Ratio, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement and the proposed directors and officers of the Resulting Issuer. The information about Agapi contained in the press release has not been independently verified by CODE. Although CODE believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because CODE can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on receipt of tax, corporate and securities law advice for both CODE and Agapi. The statements in this press release are made as of the date of this press release. CODE undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of CODE, Agapi, their securities, or their respective financial or operating results (as applicable) except as required by securities laws.
SOURCE: Cypher Metaverse Inc.
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(TheNewswire)
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Troy Minerals Inc. (" Troy " or the " Company " ) (CSE: TROY; OTCQB: TROYF; FSE: VJ3) i s pleased to announce the commencement of a comprehensive field reconnaissance, mapping, and geochemical sampling program at its Table Mountain Silica Project near Golden, British Columbia.
Highlights:
Field program to include detailed geological mapping and systematic geochemical sampling.
Work aims to further define high-grade silica zones identified in historical exploration.
Results will guide future drilling and resource delineation efforts.
The field program is designed to build upon historical exploration data and further refine the Company's understanding of the high-grade silica mineralization at the Table Mountain Project. The work will focus on areas of known silica occurrences and explore additional targets.
"We are excited to begin this important phase of work at Table Mountain," said Rana Vig, President & CEO of Troy Minerals. "This field program represents a crucial step in advancing our understanding of the project's potential and will provide valuable data to guide our future exploration efforts."
The Table Mountain Silica Project, located approximately 4 kilometers east of Golden, BC, covers an area of 1,698 hectares. Historical exploration has indicated the presence of high-purity silica, with grab samples grading up to 99.74% SiO 2 . (1)(2) *
Field work is expected to continue for approximately 5 weeks, with initial results anticipated following the completion of the program. The Company will provide updates as significant findings emerge from the program.
Technical information in this news release has been reviewed and approved by Case Lewis, P.Geo., a "Qualified Person" as defined under NI 43-101 Standards of Disclosure for Mineral Projects and a director of the Table Mountain Project vendor.
Sources
(2) Troy News Release dated June 10, 2024: "Troy Minerals Enters into Binding Letter of Intent to Acquire CBGB Ventures Corp."
* Cautionary Note
The reader is cautioned that grab samples are selective by nature and may not represent the true grade or style of mineralization across the property.
Rana Vig | President and Director Telephone: 604-218-4766
Email: rana@ranavig.com
Statement Regarding Forward-Looking Information: This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Troy Resources Inc. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include results of exploration activities may not show quality and quantity necessary for further exploration or future exploitation of minerals deposits, volatility of commodity prices, and continued availability of capital and financing, permitting and other approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
Copyright (c) 2024 TheNewswire - All rights reserved.
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Enhanced content and added features strengthen a key NorthStar Bets differentiator
NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced the launch across all NorthStar Bets online and mobile betting platforms of "Sports Insights 2.0," a robust set of enhancements and new features added to its industry-leading content vertical.
Sports Insights is a key differentiating feature that supports NorthStar's position as a premium brand and industry leader at the intersection of iGaming and media. A key pillar of Sports Insights' content offering is analysis of upcoming events, betting strategies, predictions and tips, with original articles produced daily by the Company's in-house team of sports writers. As announced this past February, NorthStar embarked on a significant enhancement of Sports Insights with upgrades and new features rolled out throughout 2024.
"Sports Insights 2.0 has been a major focus for our team this year and we are thrilled to share these new features with our customers," said Michael Moskowitz, Chair and CEO of NorthStar. "Players have told us they place a high value on the ability to access quality, in-depth stats and information seamlessly within our betting environment. This differentiates us from competing platforms that continue to require players to use multiple apps to access the same information. The added content should keep our players engaged and help them make informed betting decisions."
Highlights of new features and tools introduced for Sports Insights 2.0 include:
A redesigned home page offering an improved user experience, a three-story rotating carousel showcasing the most important content, articles grouped by topic (MLB, NFL, casino, etc.) and a "Live Now" strip promoting live betting markets and other promotional priorities.
More casino content, including tips, strategies, game reviews and casino lifestyle articles.
A comprehensive suite of team and player statistics for major league sports including football, baseball, hockey, and basketball.
Enhanced coverage of popular betting sports such as soccer, NCAA football and CFL.
Injury and player news feeds for NFL, MLB, NBA and NHL from industry leader RotoWire.
Sports Insights has proven to be a valuable driver of player engagement and betting activity, with many players reading articles and consuming stats and injury news prior to placing their bets. Frequent Sports Insights visitors, in comparison to non-readers, generate 118% higher average deposits, 58% higher average casino turnover, and 110% higher average sports turnover.1
Sports Insights content is regularly distributed across social media (@NorthStarBet) and through third-party media partners, and serves as an important acquisition and retention tool for NorthStar Bets. To view Sports Insights content, please visit www.northstarbets.ca/sportsbook/news.
Following the completion of this milestone, the Company will continue to make incremental enhancements to Sports Insights based on ongoing user feedback and an evolving product roadmap.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9376/225943_a41f82ce246539db_001full.jpg
About NorthStar
NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.
As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information and Statements
This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: expected performance of the Company's business, expected benefits of the introduction of product innovations, and player engagement levels. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward- looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.com. Many of these risks are beyond the Company's control.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
For further information:
Company Contact:
Corey Goodman
Chief Development Officer
647-530-2387
investorrelations@northstargaming.ca
Investor Relations:
RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com
1 Figures are based on NorthStar Gaming results for the three months ended Sept. 30, 2024.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/225943
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Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company") today confirmed ongoing execution of its business strategy and responded to recent trading activity.
Business Strategy Update
Further to previous announcements by the Company, Hempalta continues to execute on its business strategy, driving growth through new revenue streams and expanding its product portfolio. The Company's existing hemp-based products include animal bedding, pet litter, garden mulch, and hurd for hempcrete, and it has recently added biochar for sale in its consumer package division and to commercial buyers.
With a focus on industrial hemp, the Company also owns a controlling interest in Hemp Carbon Standard Inc. ("HCS"), a platform for carbon removal credits in the hemp industry. The platform enables participation in the growing voluntary carbon credit marketplace and further diversifies Hempalta's revenue streams. For 2024, HCS has increased the number of acreages under management in its regenerative agriculture program by 337% compared with 2023, managing 13,556 acres across seven countries.
Increased Trading Volume
Hempalta has observed a significant increase in the volume of Hempalta stock traded over the preceding two-week period. The Company confirms that no material operational or corporate developments have occurred to substantiate this increased trading activity which appears to have commenced on September 19, 2024.
However, the Company wishes to announce that it was advised by Climafi Limited ("Climafi") and certain of its shareholders of their intention to sell certain of their Hempalta shares starting on that date. In May 2024, in exchange for the acquisition by Hempalta of its 50.1% controlling interest in HCS, Climafi and certain of its shareholders received 12.5 million common shares of the Company which were subject to a statutory hold period that expired in early September 2024, thus allowing those parties to freely sell their Hempalta shares.
About Hempalta
Hempalta Corp. (TSXV:HEMP) is a publicly traded agricultural technology company listed on the TSX Venture Exchange, focused on harnessing the immense potential of hemp.
Hempalta utilizes advanced agricultural technology to process industrial hemp at scale. Products are made from hemp grown sustainably in Alberta and processed using a state-of-the-art processing plant at its production facility in Calgary, Alberta. The Company is also participating in the global hemp carbon credit industry through its controlling interest in Hemp Carbon Standard Inc.
The Company is led by passionate advocates for industrial hemp who have years of operations, manufacturing, marketing, consumer packaged goods, and retail sales experience. Hempalta has been named a Top 10 Startup by Platform Calgary's Launch Party and recognized as one of the 50 most investable clean technology companies by Foresight Canada. Learn more at www.hempalta.com.
HEMP TO BETTER THE PLANETâ„¢
Darren Bondar
Chief Executive Officer
Hempalta Corp.
1560 Hastings Crescent SE, Calgary, T2G 4E1
Web: https://www.hempalta.com/
Email: info@hempalta.com
Sales or partner opportunities:
Cecil Horwitz, Business Development
Cecil.horwitz@hempalta.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Information
This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as "will", "expected", "plans", "enable" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the HCS platform enabling participation in the growing voluntary carbon credit marketplace ("VCM"); and the HCS platform further diversifying Hempalta's revenue streams. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the ability of the Company to successfully implement its strategic plans and initiatives and the expected benefits therefrom; the ability of farms and sites currently signed up by HCS to grow hemp; and the ability of HCS to sell carbon removal credits through the VCM. Although the Company believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Actual results may vary from those currently anticipated due to a number of factors and risks including, but not limited to: risks associated with general economic conditions; conditions in the carbon credit markets; adverse industry events; the risk that farms and sites currently signed up by HCS will not grow or be able to grow industrial hemp as anticipated or at all; the risk that HCS may not be able to sell carbon removal credits as anticipated or at all; adverse weather conditions affecting the growth of hemp; future legislative, tax and regulatory developments; and the ability of management to execute its business strategy, objectives and plans. The forward-looking information included in this news release is made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by applicable law.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/225945
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Troy Minerals Inc. (" Troy " or the " Company " ) (CSE: TROY; OTCQB: TROYF; FSE: VJ3) is pleased to announce the results of the 2024 soil geochemical survey on the Lac Jacques rare earth element (REE) property. The 100% owned Lac Jacques property is located approximately 250km north of Montreal Quebec, Canada and approximately 40km northeast of the town of St. Anne du Lac (Figure 1).
Click Image To View Full Size
Figure 1: Project location map.
The 2024 soil sample program expanded the 2023 soil survey by infilling the area between the eastern and western survey grids, covering the strike of the inferred dyke and mineralization between the Discovery Trench to the west and the dyke exposed to the east (Figure 2). A total of 315 samples were collected from twenty-one 100 metre spaced lines with sample sites at 25 metre spacing.
The inferred dyke is not well defined geochemically through the area of the 2024 sampling. A scattering of anomalous (mean plus two standard deviations) soil samples are broadly located in the central area of the survey grid, south and west of Lac Jacques (Figure 2). The highest TREE (+Y) value of 493 ppm is located immediately along the south shore of Lac Jacques and located along the projected strike of the dyke. Another anomalous sample of 360 ppm is located 500 metres east, and several anomalous samples are located along the inferred dyke to the west (Figure 3).
Provincial regional mapping shows a leucocratic, biotite-allanite monzogranite, ranging from fine-grained to pegmatitic, which may be related to the REE expression in the soils. Based on drilling during 2023 some 3km to the west, the REE here are associated with pegmatitic syenite to granite intrusives. Petrographic studies of the mineralized drill core identify allanite as the principal REE-bearing minerals (see News Release, February 20, 2024).
Rana Vig, President and CEO, commented, "We are pleased with the continued presence of anomalous REE in soils along the 4km strike length of the REE bearing structure at Lac Jaques. We expect our drill permit to be granted soon and our team is ready to commence drilling and begin looking for new targets based on the results of this successful soil sample program ," he said.
Click Image To View Full Size
Figure 2: Location of 2024 soil sampling program
Click Image To View Full Size
Figure 3 Anomalous TREE(+Y) Soils
Quality Assurance and Quality Control
Soil samples were submitted to Activation Laboratories Ltd. in Val D'or, Quebec for preparation and analysis. Sample preparation consisted of drying and sieving to 177 μm (Act Labs code S1). Sample analysis consisted of a 0.25g sample is digested with four acid solution. Digested samples are diluted and analyzed by ICP-MS. One blank is run for every 40 samples. In-house control is run every 20 (Act Labs code UT-4).
Qualified Person
The technical information contained in this news release has been reviewed and approved by Ted Vander Wart, P.Geo. , who is a qualified person as defined under National Instrument 43-101.
Rana Vig | President and Director Telephone: 604-218-4766
Email: rana@ranavig.com
Statement Regarding Forward-Looking Information: This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Troy Resources Inc. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include results of exploration activities may not show quality and quantity necessary for further exploration or future exploitation of minerals deposits, volatility of commodity prices, and continued availability of capital and financing, permitting and other approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
Copyright (c) 2024 TheNewswire - All rights reserved.
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TSX VENTURE COMPANIES
BULLETIN V2024-2937
ROUTE 109 RESOURCES INC. ("RTE")
 formerly BMEX GOLD INC. ("BMEX")
 BULLETIN TYPE: Name Change
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Pursuant to a resolution passed by the Directors of the Company on August 26, 2024 , the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening Friday, October 4, 2024 , the common shares of Route 109 Resources Inc. will commence trading on TSX Venture Exchange, and the common shares of Bmex Gold Inc. will be delisted. The Company is classified as a 'Mineral Exploration/Development' company.
Capitalization:                          Unlimited    shares with no par value of which |
16,615,889Â Â Â shares are issued and outstanding |
Escrow:                                                             Nil                shares |
Transfer Agent:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Computershare Investor Services Inc. |
Trading Symbol:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â RTEÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â ( New ) |
CUSIP Number:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 779291103Â Â Â Â Â Â Â Â Â Â Â ( New ) |
_______________________________________
24/10/02 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN V2024-2938
ARCPOINT INC. ("ARC")
 BULLETIN TYPE: Property-Asset or Share Disposition Agreement
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a disposition of all of the Company's equity interest in its wholly owned subsidiary ARCpoint Franchise Group LLC (the "Subsidiary") into a new joint venture (the "JV") with an arm's length party (the "JV Partner").
Pursuant to the terms of the transaction, the Company will contribute all of its equity interest in the Subsidiary to the JV in return for a 29.5% interest in the JV. The JV Partner will contribute all its business to the JV in return for a 70.5% interest in the JV.
For further details, please refer to the Company's news release dated August 20, 2024 .
_______________________________________
BULLETIN V2024-2939
BMEX GOLD INC. ("BMEX")
 BULLETIN TYPE: Private Placement-Non-Brokered
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement |
Gross Proceeds: | $1,201,244.40 |
Offering: | 5,009,996 Flow-Through (FT) Listed Shares with 5,009,996 warrants attached. |
Offering Price: | $0.15 per FT and NFT Listed Share |
Warrant Exercise Terms: | $0.20 per Listed Share for a 2-year period |
Non-Cash Commissions: | N/A |
Public Disclosure: | Refer to the company's news release(s) dated July 26, 2024, August 6, 2024, |
_______________________________________
BULLETIN V2024-2940
CMC METALS LTD. ("CMB")
 BULLETIN TYPE: Warrant Term Extension
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement: | |
# of Warrants: 4,103,571 | |
Original Expiry Date of Warrants: | September 27, 2024 (as to 2,161,557 warrants). |
October 12, 2024 (as to 1,942,013 warrants). | |
New Expiry Date of Warrants: | September 27, 2025 (as to 2,161,557 warrants). |
October 13, 2025 (as to 1,942,013 warrants). | |
Exercise Price of Warrants: | $0.20 (unchanged) |
These warrants were issued pursuant to a private placement of 8,207,139 shares with 4,103,570 share purchase warrants attached, which were accepted for filing by the Exchange effective November 14, 2022 .
_______________________________________
BULLETIN V2024-2941
Charbone Hydrogen Corporation ("CH")
 BULLETIN TYPE: Shares for Debt
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,800,000 common shares at a deemed price of $0.10 per common share to settle outstanding debt of $180,000 .
Number of Creditors: | 5 Creditors |
For more information, please refer to the Company's news releases dated November 17, 2023 , July 24, 2024 , and September 18, 2024 .
CORPORATION CHARBONE HYDROGÈNE (« CH »)
 TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
 DATE DU BULLETIN : Le 2 octobre 2024
 Société du groupe 2 de TSX Croissance
Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission proposée de 1 800 000 actions ordinaires à un prix réputé de 0,10 $ par action en règlement d'un montant de dette total de 180 000 $.
Nombre de créanciers : | 5 créanciers |
Pour plus d'informations, veuillez-vous référer aux communiqués de presse émis par la société le 17 novembre 2023, le 24 juillet 2024, et le 18 septembre 2024.
_______________________________________
BULLETIN V2024-2942
CIELO WASTE SOLUTIONS CORP. ("CMC") ("CMC.WT")
 BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement | ||
Offering: | $2,130,000 principal amount of convertible debentures convertible into | ||
Conversion Price: | $0.40 per common share | ||
Maturity date: | 24 months from the date of issuance | ||
Interest rate: | 12% per annum | ||
Warrant Exercise Terms: | $0.70 per common share for a 2-year period , subject to an acceleration right | ||
Commissions in Securities: | Shares | Warrants | |
Finders (Aggregate) | N/A | 5,250 | |
Commission Terms: Each non-transferable warrant is exercisable at $0.70 for | |||
Disclosure: | Refer to the company's news releases dated February 22, 2024, March 11, | ||
_______________________________________
BULLETIN V2024-2943
COSA RESOURCES CORP. ("COSA")
 BULLETIN TYPE: Property-Asset or Share Purchase Agreement
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an asset purchase agreement dated July 26, 2024 (the "Agreement") between the Company and an arm's length party (the "Vendor") to acquire 100% ownership of two mineral claims totaling 6,049 hectares in the Athabasca basin, Saskatchewan (the "Property").
Under the terms of the Agreement, the Company shall issue 250,000 shares of the Company as consideration (the "Consideration Shares"). The Vendor has agreed to voluntary resale restrictions whereby 50% of the Consideration Shares will become free trading six months after closing.
For further details, please refer to the Company's news releases dated July 29, 2024 and August 6, 2024 .
_______________________________________
BULLETIN V2024-2944
FOUNDERS METALS INC. ("FDR")
 BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to the amendment of the arm's length option agreement of the Antino Project (the "Property") between the Company, Nana Resources N.V. ("Nana"), and Lawa Gold N.V. ("Lawa"). The Property consists of the Antino gold project in southeastern Suriname. Lawa in the legal and beneficial owner of the Property; Nana is the legal and beneficial owner of Lawa.
Pursuant to the terms of the amending agreement, the Company will issue a total of 1,615,000 shares to Nana, of which 475,000 shares were already issued at a price of $0.20 per share on March 27, 2023 , and 1,140,000 shares will be issued at a price of $2.69 per share. The Company will also pay a total of $1,650,000 USD in order to complete the first option stage to acquire 51.0% of the Property. The Company has already completed a minimum of $6,000,000 USD in exploration expenditures on the Property under the first option stage. The Company can further acquire 19.0% interest in the Property with a payment of $1,500,000 USD , issuing 95,000 shares of the Company, and incurring a minimum of $10,000,000 USD in exploration expenditures on the Property, within 2 years of the completion of the first stage option. Lastly, the Company can acquire an additional 5.0% interest in the Property, for a total of 75.0% interest, if the Company incurs a minimum $10,000,000 USD in exploration expenditures within 3 years of completion of the second stage option.
No finder's fees were payable.
For further details, please refer to the Company's news releases dated September 6, 2024 , and October 1, 2024 .
_______________________________________
BULLETIN V2024-2945
GPM METALS INC. ("GPM")
 BULLETIN TYPE: Private Placement-Non-Brokered
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement | ||
Gross Proceeds: | $2,500,000 | ||
Offering: | 41,666,668 Listed Shares with 20,833,334 warrants attached | ||
Offering Price: | $0.06 per Listed Share | ||
Warrant Exercise Terms: | $0.10 per warrant for a 2-year period | ||
Non-Cash Commissions: | Shares | Warrants | |
Finders (Aggregate) | N/A | N/A | |
Public Disclosure: | Refer to the company's news release(s) dated August 19, 2024 and September | ||
_______________________________________
BULLETIN V2024-2946
GR SILVER MINING LTD. ("GRSL")
 BULLETIN TYPE: Private Placement  -Non-Brokered
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement | ||
Gross Proceeds: | $2,369,174.08 | ||
Offering: | 14,807,338 Listed Shares with 7,403,667 warrants attached | ||
Offering Price: | $0.16 per Listed Share | ||
Warrant Exercise Terms: | $0.22 per Listed Share for a two-year period | ||
Non-Cash Commissions: | Shares | Warrants | |
Finders | 0 | 696,180 | |
Commission Terms: Each non-transferable warrant is exercisable at $0.22 for | |||
Public Disclosure: | Refer to the company's news releases dated September 9, 2024, September | ||
_______________________________________
BULLETIN V2024-2947
OCEANIC IRON ORE CORP. ("FEO")
 BULLETIN TYPE: Shares for Debt
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Debt Settled: | $92,633.75 |
Securities Issued: | 597,630 Listed Shares |
Issue Price: | $0.155 per Listed Share |
Disclosure: | Refer to the company's news release dated October 1, 2024. |
______________________________________
BULLETIN V2024-2948
SUN SUMMIT MINERALS CORP. ("SMN")
 BULLETIN TYPE: Halt
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST , Oct. 02, 2024 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Canadian Investment Regulatory Organization, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
_______________________________________
BULLETIN V2024-2949
SUN SUMMIT MINERALS CORP. ("SMN")
 BULLETIN TYPE: Resume Trading
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Effective at 9:00 a.m. PST , Oct. 02, 2024 , shares of the Company resumed trading, an announcement having been made.
_______________________________________
BULLETIN V2024-2950
VOLT CARBON TECHNOLOGIES INC. Â ("VCT")
 BULLETIN TYPE: Private Placement-Non-Brokered
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement | ||
Gross Proceeds: | $250,025.04 | ||
Offering: | 5,556,112 Flow-Through Shares | ||
Offering Price: | $0.045 per Flow-Through Share | ||
Warrant Exercise Terms | N/A | ||
Non-Cash Commissions: | Units | Warrants | |
Finders (Aggregate): | N/A | 311,150 | |
Commission Terms: Each non-transferrable warrant is exercisable at $0.05 for | |||
Public Disclosure: | Refer to the company's news release(s) dated July 22, 2024, August 13, | ||
_______________________________________
BULLETIN V2024-2951
WESTERN EXPLORATION INC. ("WEX")
 BULLETIN TYPE: Private Placement-Non-Brokered
 BULLETIN DATE: October 2, 2024
 TSX Venture Tier 2 Company
Financing Type: | Non-Brokered Private Placement |
Gross Proceeds: | $1,699,999.38 |
Offering: | 1,603,773 Listed Shares with 801,886 warrants attached |
Offering Price: | $1.06 per Listed Share |
Warrant Exercise Terms: | $1.36 per warrant for period of 24 months |
Public Disclosure: | Refer to the company's news releases dated September 18, 2024 and |
_______________________________________
SOURCE TSX Venture Exchange
View original content: http://www.newswire.ca/en/releases/archive/October2024/02/c6695.html
News Provided by Canada Newswire via QuoteMedia
Toronto, Ontario // ACCESSWIRE // September 30, 2024 - Forward Water Technologies Corp. ("FWTC") (TSXV:FWTC) and Fraser Mackenzie Accelerator Corp ("FMAC") (TSXV: FMAC.P) are pleased to announce the successful closing of their previously announced business combination (the "Transaction"). The combined company will continue to conduct the business operated by FWTC.
Summary of the Transaction
In connection with the Transaction, and following a 10 for 1 consolidation of the common shares of FWTC ("FWTC Shares"), a wholly-owned subsidiary of FWTC amalgamated with. FMACand all of the issued and outstanding common shares of FMAC ("FMAC Shares") were exchanged for post-consolidation FWTC Shares at an exchange ratio of 0.95 FWTC Shares for each FMAC Share (the "Exchange Ratio"). In addition, each outstanding option and warrant to purchase an FMAC Share was adjusted to entitle the holders thereof to purchase FWTC Shares based on the Exchange Ratio.
Concurrent Financing
As previously announced, prior to the closing of the Transaction, FMAC raised gross proceeds of $1,699,999.95 through the issuance of 15,887,850 subscription receipts at a price of $0.107 per subscription receipt (the "Subscription Receipts"). Prior to the completion of the Transaction each subscription receipt was converted, without payment of additional consideration, into one unit of FMAC (each, a "Unit"). Each Unit consisted of one FMAC Share, and one-half of an FMAC common share purchase warrant (each such whole warrant, a "Warrant"). The FMAC Shares and Warrants issued on conversion of the subscription receipts were exchanged for FWTC Shares and warrants of FWTC, respectively, in accordance with the Exchange Ratio. Each such Warrant now entitles the holder thereof to acquire one FWTC Share for a term expiring on the third anniversary of the closing of the Transaction at a purchase price of $0.1579 per FWTC Share. At the closing of the Transaction, FMAC will pay to certain finders (each, a "Finder") aggregate fees of $96,325.79, being fees not exceeding 8.0% of the gross proceeds raised from subscriptions in the offering from persons who participated in the offering that were introduced to FMAC by such Finder (the "Finder's Fee"), and (b) an aggregate of 872,204 compensation warrants (the "Finder Warrants") issued by FMAC, being an amount of not more than 8.0% of the total number of Subscription Receipts issued to persons who participated in the offering that were introduced to FMAC by such Finder. Each Finder Warrant entitled the holder to subscribe for one Unit at a price of $0.107 at any time on or before September 30, 2026. On closing of the Transaction the Finder Warrants were exchanged for finder warrants of FWTC with the number of warrants and exercise price being adjusted by the Exchange Ratio.
FWTC Capitalization
49,174,592 FWTC Shares are issued and outstanding as at the date hereof after giving effect to the Transaction, including the completion of the conversion of the Subscription Receipts. The effective issue price of the FWTC Shares for the purposes of the Transaction, based on the Issue Price of the subscription receipts adjusted by the Exchange Ratio, is $0.1126. The 49,174,592 FWTC Shares that are issued and outstanding as at the date hereof after giving effect to the Transaction consist of the following: (i) 19,542,448 FWTC Shares issued to holders of common shares of FMAC (excluding FWTC Shares issued to the former holders of Subscription Receipts), (ii) 2,744,575 FWTC Shares issued as a result of the conversion of $300,000 principal amount of FWTC debentures and accrued interest of $31,384 owing to GreenCetnre Canada (at the conversion price of $0.1126 per post-consolidation FWTC Share), (iii) 15,093,459 FWTC Shares issued to the former holders of Subscription Receipts and (iv) 11,794,110 FWTC Shares held by shareholders of FWTC prior to completion of the Transaction.
In addition, 4,917,459 FWTC Shares have been reserved for issuance under the terms of the FWTC option plan of which 2,118,612 options are outstanding (both FWTC options and FMAC options), 10,591,756 FWTC Share purchase warrants are outstanding and 2,335,934 broker warrants are outstanding.
3,562,500 FWTC Shares and 356,250 options owned or controlled by former "Principals" of FMAC (as defined under Exchange policies) are subject escrow under the policies of the Exchange to be released over periods of 18 months (with the foregoing figures reflecting the first release of 25% on the issuance of the final Exchange bulletin in respect of the transaction).
Early Warning Disclosure Pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
Upon the completion of the Transaction, Sumarria Inc. ("Sumarria"), a private investment management company with its head office located at 22 St Clair Ave E, Suite 2001, Toronto, ON M4T 2S5, became the holder of: (a) 1,776,199 FWTC Shares as a result of the automatic conversion of $200,000 principal amount of convertible debentures of FWTC (the "Debentures"); (b) 7,102,804 FWTC Shares as a result of the exchange of securities of FMAC held immediately prior to the Transaction; and (c) 3,551,402 warrants to purchase FWTC Shares (the "FWTC Warrants") as a result of the exchange of securities of FMAC held immediately prior to the Transaction.
Upon completion of the Transaction, Sumarria has ownership and control over an aggregate of 8,879,003 FWTC Shares representing approximately 18.06% of the issued and outstanding FWTC Shares. Assuming exercise of all of 5,327,601 FWTC Warrants held by Sumarria (inclusive of the 1,776,199 FWTC Warrants held prior to the Transaction), Sumarria would have ownership and control over approximately 26.07% of the issued and outstanding FWTC Shares.
Immediately prior to the Transaction, Sumarria was the holder of nil FWTC Shares, $200,000 principal amount of Debentures and 1,776,199 Warrants. Sumarria paid an aggregate of: (a) $200,000 for the Debentures (no further consideration was provided at the date of the Transaction); and (b) $800,000 for the subscription receipts that were ultimately exchanged for 7,102,804 FWTC Shares and 3,551,402 FWTC Warrants.
Sumarria acquired the aforementioned securities for investment purposes. In the future, Sumarria may, depending on market and other conditions, increase or decrease Summaria's beneficial ownership of FWTC Shares.
A copy of the early warning report to be filed in connection with Sumarria's security holdings will be available on the Company's SEDAR+ profile at www.sedarplus.ca or contact FWTC at the phone number or email noted below.
Further Information
For more information concerning the FWTC's business, capitalization and the Transaction (including the members of the management team and board of directors listed above), see FWTC and FMAC's information circulars provided to shareholders in connection with the shareholders meetings of FWTC and FMAC held on September 23, 2024 which are available under each company's profile on SEDAR+ at www.sedarplus.ca.
About Forward Water Technologies Corp.
Forward Water Technologies Corp. (TSX.V: FWTC) is a publicly traded Canadian company dedicated to saving the earth's water supply using its patented Forward Osmosis technology. The Company was founded by GreenCentre Canada, a leading technology innovation centre supported by the government of Canada. The Company's technology allows for the reduction of challenging waste streams simultaneously returning fresh water for re-use or surface release. The Company's mandate is to focus on the large-scale implementation of its technology in multiple sectors, including industrial wastewater, oil and gas, DLE, mining, agriculture and ultimately municipal water supply and re-use market sectors.
FWTC has immediate plans to treat brine from the direct lithium extraction (DLE) sector using is mobile pilot equipment this summer in conjunction with its partners. This project will establish FWTC's iFOTM technology as a valuable component in producing lithium carbonate from aquifer sourced brines for use in applications such as electric vehicle (EV) battery production.
In addition, the Company has initiated early-stage R&D for the treatment of food and beverage process streams.
For more information, please visit www.forwardwater.com.
About Fraser Mackenzie Accelerator Corp.
FMAC was a "capital pool company" which completed its initial public offering on February 22, 2023. The Transaction constitutes FMAC's "qualifying transaction" as contemplated by the policies of the TSXV. In connection with the Transaction, the FMAC Shares will cease being listed on the TSXV at the close of business on October 1, 2024.
Contact Information:
Philip Benson, Director and former President & Chief Executive Officer of Fraser Mackenzie Accelerator Corp.
Email: pbenson@frasermackenzie.com
Telephone: 416-818-6163
Forward Water Technologies Corp.
C. Howie Honeyman, Chief Executive Officer
E-mail: howie.honeyman@forwardwater.com
Telephone: (519) 333-5888
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Caution Concerning Forward Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the plans for FWTC's business and timing for escrow releases. FWTC and FMAC caution that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of FWTC and FMAC, including expectations and assumptions concerning the FWTC. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of FWTC and FMAC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and neither FWTC nor FMAC undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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