Pursuant to a special resolution passed by the shareholders of the Company on January 9, 2023 , the Company has completed a court-approved plan of arrangement ("Arrangement") under Section 193 of the Business Corporation Act ( Alberta ). Pursuant to the terms of the arrangement agreement ("Arrangement Agreement") dated October 6, 2022 and amendments thereto between SolGold plc ("SolGold") and the Company, SolGold has acquired all of the issued and outstanding common shares of the Company, other than the Company's common shares already owned, pursuant to the Arrangement. As total consideration for the transaction, shareholders of the Company (other than dissenting shareholders and SolGold) received fifteen (15) ordinary shares of SolGold for every one (1) common share of the Company held.
In connection with the transaction, 2,451,875 stock options of the Company which were previously issued and outstanding were further replaced by replacement options ("Replacement Options") of SolGold. The Replacement Options will further be adjusted accordingly as per the exchange ratio in accordance with the terms of the Arrangement Agreement.
The Court of King's Bench of Alberta granted a final order in connection with the Plan of Arrangement on January 10, 2023 .
Delist
Effective at the close of business on Tuesday, February 28, 2023 , the common shares will be delisted from TSX Venture Exchange at the request of the Company as a result of the Arrangement.
For further information, please refer to the Company's news releases dated October 7, 2022 , December 13, 2022 , January 10, 2023 and February 24, 2023 .
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LEXAGENE HOLDINGS INC. ("LXG")
BULLETIN TYPE: Suspend
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated February 21, 2023 , and the Company's news release dated February 24, 2023 , effective at the opening on Tuesday, February 28, 2023 , trading in the shares of the Company will be suspended for failure to maintain Exchange requirements.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
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TINCORP METALS INC. ("TIN")
[Formerly WHITEHORSE GOLD CORP. ("WHG ")]
BULLETIN TYPE: Name Change
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
Pursuant to the resolution passed by the Company's board of directors on November 3, 2022 , the Company has changed its name as follows: TINCORP METALS INC. There is no consolidation of capital.
Effective at the opening on Monday, February 27, 2023 , the common shares of Tincorp Metals Inc. will commence trading on TSX Venture Exchange, and the common shares of Whitehorse Gold Corp. will be delisted. The Company is classified as a 'gold and silver mining' company.
Capitalization: | Unlimited | shares with no par value of which |
| 66,557,423 | shares are issued and outstanding |
Escrow: | NIL | shares are subject to escrow |
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Transfer Agent: | Computershare Investor Services Inc. |
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Trading Symbol: | TIN | (new) |
CUSIP Number: | 88749D102 | (new) |
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23/02/24 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
CARESPAN HEALTH, INC. ("CSPN")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,311,288 shares to settle outstanding debt for $157,354.79 .
Number of Creditors: 4 Creditors
Non-Arm's Length Party / Pro Group Participation: |
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Creditors | of Creditors | Amount Owing | Deemed Price per Share | Aggregate # of Shares |
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Aggregate Non-Arm's Length Party Involvement: | 1 | $48,000 | $0.12 | 400,000 |
Aggregate Pro Group Involvement: | N/A | N/A | N/A | N/A |
The Company issued a news release on February 22, 2023 confirming that the shares had been issued and the debt extinguished.
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Encore Energy Corp. ("EU ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Brokered, Private Placement-Non-Brokered, Prospectus-Unit Offering, Private Placement-Non-Brokered Convertible Debenture.
BULLETIN DATE: February 24, 2023
TSX Venture Tier 1 Company
Acquisition:
TSX Venture Exchange has accepted for filing a Membership Interest Purchase Agreement dated November 13, 2022 (the Agreement), whereby Encore Energy Corp. and enCore Energy US Corp. may acquire, on an arm's length basis, all of the limited liability company membership interests in each of three Texas limited liability companies which collectively own and control the Alta Mesa project from EFR White Canyon Corp. (the Vendor) by making a cash payment of US$60,000 ,000 and a US$60,000,000 secured vendor take-back convertible promissory note with EFR White Canyon Corp. (described below).
For further details, please refer to the Company's news releases dated November 14, 2022 , January 9, 2023 , and February 15, 2023 .
Brokered Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced November 14, 2022 :
Number of Shares: | 23,000,000 shares |
Purchase Price: | $3.00 per share |
Warrants: | 23,000,000 share purchase warrants to purchase 23,000,000 shares |
Warrant Exercise Price: | $3.75 for a three year period |
Number of Placees: | 62 placees |
Insider / Pro Group Participation: N/A |
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Agent's Fee: | Canaccord Genuity Corp. - $2,025,000 and 675,000 Broker Warrants. |
| Haywood Securities Inc. - $810,000 and 270,000 Broker Warrants. |
| Cantor Fitzgerald Canada Corporation - $364,500 and 121,500 Broker Warrants. |
| PI Financial Corp. - $364,500 and 121,500 Broker Warrants. |
| Clarus Securities Inc. - $324,000 and 108,000 Broker Warrants. |
| Red Cloud Securities Inc. - $162,000 and 54,000 Broker Warrants. |
Brokers' Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $3 .25 for period of 27 months following the satisfaction of the escrow release conditions
Non-Brokered Private Placement:
Number of Shares: | 277,000 shares |
Purchase Price: | $3.00 per share |
Warrants: | 277,000 share purchase warrants to purchase 277,000 shares |
Warrant Exercise Price: | $3.75 for a three year period |
Number of Placees: | 6 placees |
Insider / Pro Group Participation: N/A |
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| Aggregate Cash Amount | Aggregate # of Shares | Aggregate # of Warrants |
Finder's Fee: | $24,600 | N/A | N/A |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $3 .25 for period of 27 months following the satisfaction of the escrow release conditions
The Company issued new releases on December 6, 2022 , February 15, 2023 , confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Prospectus-Units Brokered Offering:
Effective February 6, 2023 , the Company's Short Form Prospectus dated February 3 , 2023, was filed with and accepted by TSX Venture Exchange. The Short Form Prospectus was filed with and receipted by the British Columbia Securities Commission and the authorities of all provinces, except Quebec .
TSX Venture Exchange has been advised that closing occurred on February 8, 2023 , for gross proceeds of $34,500,862 .50 (including full exercise of the Underwriters' Over-Allotment Option).
Offering: | 10,615,650 units (including full exercise of the Underwriters' Over-Allotment Option). Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. |
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Unit Price: | $3.25 per unit. |
Warrant Exercise Price/Term: | $4.05 per share for a period of 3 years from closing. |
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Underwriters: | Canaccord Genuity Corp., Cantor Fitzgerald Canada Corporation, and Haywood Securities Inc. |
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Underwriters' Commission: | Canaccord Genuity Corp. - $1,065,756.17 cash |
| Cantor Fitzgerald Canada Corporation - $659,753.82 cash |
| Haywood Securities Inc. - $304,501.76 cash |
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Over-Allotment Option: | The Underwriters were granted an over-allotment option exercisable on closing to purchase up to an additional 1,384,650 units. The over-allotment option was exercised in full. |
For further details, please refer to the Company's news releases dated February 8, 2023 , February 15, 2023 , and the Short Form Prospectus dated February 3, 2023 , which have been filed on SEDAR.
Convertible Debenture:
TSX Venture Exchange has accepted for filing documentation with respect to the issuance of a convertible promissory note in connection with the acquisition, announced November 14, 2022 :
Convertible Debenture | US$60,000,000 |
Conversion Price: | Convertible into 20,616,431 shares at US$2.9103 for two years from closing. |
Maturity date: | February 14, 2025 |
Interest rate: | 8% per annum |
Number of Placees: | 1 placee |
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Insider / Pro Group Participation: |
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Placees | # of Placee (s) | Aggregate # of Shares |
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Aggregate Existing Insider Involvement: | N/A | N/A |
Aggregate Pro Group Involvement: | N/A | N/A |
| Aggregate Cash Amount | Aggregate # of Shares | Aggregate # of Warrants |
Finder's Fee: | N/A | N/A | N/A |
The Company issued a news release on February 15 , 2023, confirming issuance of the convertible debenture.
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INFINITUM COPPER CORP. ("INFI ")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 19, 2022
Number of Shares: | 1,198,129 shares |
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Purchase Price: | $0.13 per share |
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Warrants: | 599,063 share purchase warrants to purchase 599,063 shares |
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Warrant Exercise Price: | $0.22 for a two year period |
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Number of Placees: | 10 placees |
Insider / Pro Group Participation: |
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Placees | # of Placee (s) | Aggregate # of Shares |
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Aggregate Existing Insider Involvement: | 1 | 385,000 |
Aggregate Pro Group Involvement: | NA | NA |
| Aggregate Cash Amount | Aggregate # of Shares | Aggregate # of Warrants |
Finder's Fee: | $1,820 | NA | 14,000 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0 .13 for period of 2 years from the date of issuance.
The Company issued a news release on December 12, 2022 confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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MINERAL MOUNTAIN RESOURCES LTD. ("MMV ")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: | 2,859,857 |
| 1,428,572 |
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Exercise Price of Warrants: | $0.15 |
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Original Expiry Date of Warrants: | February 25, 2023 |
New Expiry Date of Warrants: | August 25, 2023 |
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Original Expiry Date of Warrants: | March 1, 2023 |
New Expiry Date of Warrants: | September 1, 2023 |
These warrants were issued pursuant to a private placement of 4,288,429 shares with 4,288,429 share purchase warrants attached, which was accepted for filing by the Exchange effective January 27, 2023 .
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SILK ROAD ENERGY INC. ("SLK ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing, documentation pertaining to the option agreement (the "Agreement") entered into on December 19, 2022 between Silk Road Energy Inc. and arm's length vendors (the "Vendors") for the acquisition of Doran Lithium Property (the "Property") located approximately 200 kilometres east of Red Lake in northwestern Ontario . Pursuant to the terms of the Agreement, the Company may acquire a 100% interest in the Property by making aggregate cash payments of $111,000 and issue a total of 900,000 common shares over a three-year period. Upon completion of the Agreement, the Vendors will retain a 1.5% net smelter returns royalty on the Property, one-third of which can be purchased by the Company for a cash payment of $600,000 .
| CASH ( $) | SECURITIES |
Initial Payment | $24,000 | 900,000 |
First Year Anniversary | $24,000 | N/A |
Second Year Anniversary | $27,000 | N/A |
Third Year Anniversary | $36,000 | N/A |
For further details, please refer to the Company's news release dated December 19, 2022
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SILK ROAD ENERGY INC. ("SLK ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing, documentation pertaining to the option agreement (the "Agreement") entered into on January 9, 2023 between Silk Road Energy Inc. (the "Company") and an arm's length vendor (the "Vendor") for the acquisition of Doran South Lithium Property (the "Property") located approximately 200 kilometres east of Red Lake in northwestern Ontario . Pursuant to the terms of the Agreement, the Company may acquire a 100% interest in the Property by making aggregate cash payments of $50,000 and issue a total of 1,000,000 common shares over a one-year period. Upon completion of the Agreement, the Vendor will retain a 1.5% net smelter returns royalty on the Property. The 1.5% net smelter returns royalty may be purchased by the Company for an aggregate cash payment of $3,000,000 .
| CASH ( $) | SECURITIES |
Initial Payment | $25,000 | 1,000,000 |
First Year Anniversary | $25,000 | N/A |
For further details, please refer to the Company's news release dated January 10, 2023 .
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SIMPLY BETTER BRANDS CORP. ("SBBC ")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: February 24 , 2023
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 90,426 common shares to settle outstanding debt for $21,250 .
Number of Creditors: 2 Creditors
Non-Arm's Length Party / Pro Group Participation: N/A
The Company shall issue a news release when the shares are issued and the debt extinguished.
For more details, please refer to the Company's news release dated February 3, 2023 .
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SOLSTICE GOLD CORP. ("SGC ")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to the arm's length acquisition pursuant to an Option Agreement (the "Agreement") dated February 21, 2023 between the Company, optionor and royalty holder. Under the terms of the Agreement, the Company has been granted an exclusive option to acquire a 100% interest in certain mining claims forming part of the Stewart Lake project (the "Property") in Ontario . By way of consideration, the Company will pay to the optionor $15,000 in cash and issue to the royalty holder 750,000 common shares at a deemed price of $0.06 per share. In addition, the Company must incur an aggregate of $150,000 in exploration expenditures on or before the third anniversary date of the Agreement. Upon exercise of the option, the Company will pay to the optionor $75,000 in cash and grant the royalty holder a 1% NSR on the Property.
For further details, please refer to the Company's news release dated February 22, 2023 .
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ZENITH CAPITAL CORPORATION ("ZENI.P")
BULLETIN TYPE: Private Placement – Non-Brokered
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 15, 2023 :
Number of Shares: | 2,500,000 common shares in the capital of the Company ("Shares"). |
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Purchase Price: | $0.08 per Share. |
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Number of Placees: | 6 placees. |
Insider / Pro Group Participation:
Name | Insider= Y / Pro Group= P | Number of Securities |
Aggregate Existing Insider Involvement [3 Existing Insiders] | Y | 875,000 Shares |
The Company issued a news release on February 24 , 2023, confirming the closing of the private placement.
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SOURCE TSX Venture Exchange
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