TSX Venture Exchange Stock Maintenance Bulletins

TSX Venture Exchange Stock Maintenance Bulletins

TSX VENTURE COMPANIES

ELEVATION GOLD MINING CORPORATION   ("ELVT.WT   ")
  BULLETIN TYPE:  Warrant Expiry-Delist
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier   2 Company

Effective at the opening, January 12, 2023 , the Share Purchase Warrants of the Company will trade for cash.  The Warrants expire  January 16, 2023 and will therefore be halted at Noon E.T. and delisted at the close of business January 16, 2023 .

TRADE DATES

January 12 , 2023 - TO SETTLE – January 13, 2023
January 13 , 2023 - TO SETTLE – January 16, 2023
January 16 , 2023 - TO SETTLE – January 16, 2023

The above is in compliance with Trading Rule C.2.18 – Expiry Date :
Trading in the warrants shall be for cash for the two trading days preceding the expiry date and cash same day on expiry date. On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter except with permission of the Exchange.

________________________________________

EUROPACIFIC METALS INC.   ("EUP   ")
  [Formerly Goldplay Mining Inc. ("AUC")]
  BULLETIN TYPE:  Name Change, Symbol Change
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

Pursuant to the resolution passed by the directors on December 20, 2022 , the Company has changed its name and symbol as follows. There is no consolidation of capital.

Effective at the opening January 6, 2023 , the common shares of Europacific Metals Inc. will commence trading on TSX Venture Exchange, and the common shares of Goldplay Mining Inc. will be delisted.  The Company is classified as a 'Mining' company.

Capitalization:

Unlimited  shares with no par value of which


51,967,163  shares are issued and outstanding

Escrow:

2,940,000



Transfer Agent:

Endeavor Trust Corporation

Trading Symbol:

EUP (new)

CUSIP Number:

29876J108 (new)

________________________________________

KIDOZ INC. ("KIDZ")
  BULLETIN TYPE:  Miscellaneous
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

Corporate Jurisdiction

TSX Venture Exchange has accepted for filing the Company's continuance from Anguilla into Canada under the Canada Business Corporations Act, as approved by the resolution of directors of the Company dated on December 13 , 2022.  The Company has advised the Exchange that the change was effective January 1 , 2023

Change of CUSIP Number

In conjunction with the change in corporate jurisdiction, the CUSIP number will be changed to   493947105   effective at the opening on Friday, January 6, 2023 .

For more information, please refer to the Company's news release dated January 3, 2023 .

________________________________________

PINE TRAIL REAL ESTATE INVESTMENT TRUST   ("PINE.UN   ")
  BULLETIN TYPE:  Notice of Distribution
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

The Issuer has declared the following distribution:

Dividend per unit: $0.0003
Payable Date: January 16, 2023
Record Date: January 9, 2023
Ex-distribution Date: January 6 , 2023

________________________________________

NEX COMPANIES:

GEYSER BRANDS INC. ("GYSR.H")
  BULLETIN TYPE: Delist
  BULLETIN DATE: January 4, 2023
  NEX Company

Further to the TSX Venture Exchange ('TSXV') Bulletins dated September 18, 2020 and January 6, 2022 and Geyser Brands Inc. (the "Company") press release dated December 19, 2022 , effective at the close of business on Friday, January 6, 2023 , the common shares of the Company will be delisted from TSX Venture Exchange as a result of the Company's failure to maintain Exchange Requirements.

Prior to the delisting, the shares of the Company were subject to a suspension in trading.

_____________________________________

MCF ENERGY LTD. ("MCF")
  [Formerly   Pinedale Energy Limited ("MCF.H")]
  BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Graduation from NEX to TSX Venture, Symbol Change, Name Change, Resume Trading
  BULLETIN DATE: January 4, 2023
  NEX Company

PROPERTY-ASSET OR SHARE PURCHASE AGREEMENT

TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to the arm's length acquisition (the "Acquisition") of oil and gas interests pursuant to an assignment agreement, including farm-in rights for up to a 40% interest in the Welchau Well prospect, Austria , and potential farm-in rights to prospective oil and gas property interests in Germany . Consideration for the Acquisition includes the issuance of 25,000,000 shares of the Company at a deemed price of $0.20 per share and the grant of a royalty interest to the assignor. The Company also paid a finder's fee of 1,250,000 shares to arm's length finders in connection with the Acquisition.

For further details, please refer to the Company's news releases dated November 29, 2022 and January 3, 2023 .

PRIVATE PLACEMENT – NON-BROKERED

The Exchange has also accepted for filing documentation with respect to a Non-Brokered Private Placement announced on November 29, 2022 .

Number of Shares:

42,500,000 common shares



Purchase Price:

$0.20 per common share



Number of Placees:

187 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

7

10,525,000

Aggregate Pro Group Involvement:

26

4,760,000


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$180,375

N/A

N/A

The Company issued a news release on January 3 , 2023 confirming closing of the private placement.

GRADUATION FROM NEX TO TSX VENTURE, SYMBOL CHANGE

The Company has met the requirements to be listed as a TSX Venture Tier 2 Company.  Therefore, effective on Friday, January 6, 2023 , the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver .

Effective at the opening on Friday, January 6, 2023 , the trading symbol for the Company will change from MCF.H to MCF.  The Company is classified as an 'Oil and Gas extraction' company.

NAME CHANGE

In connection with the Acquisition and pursuant to a directors' resolution passed on November 29, 2022 , the Company has changed its name as follows. There is no consolidation of capital.

Effective at the opening on Friday, January 6, 2023 , the common shares of MCF Energy Ltd. will commence trading on TSX Venture Exchange, and the common shares of Pinedale Energy Limited will be delisted.

RESUME TRADING

Further to the Exchange Bulletin dated November 9, 2022 , trading in the securities of the Company will resume at the opening on   Friday, January 6, 2023   .

Capitalization:

unlimited  common shares with no par value of which


184,222,114  common shares are issued and outstanding

Escrow:

25,000,000  common shares are subject to resale restrictions in

accordance with Tier 2 Value Escrow terms



Transfer Agent:

Odyssey Trust Company

Trading Symbol:

MCF                      (same but with .H removed)

CUSIP Number:

55401M100           ( new )

_______________________________________

23/01/04   - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

AIP REALTY TRUST ("AIP.U")
  BULLETIN TYPE:  Miscellaneous
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Dividend Reinvestment Plan (the "Plan"). The Company has reserved 341,786 Units under the Plan.

The Company will determine prior to each distribution payment date the amount of equity, if any that will be made available under the Plan on that date.

An eligible holder may direct that distributions payable in respect of all or some of the Company's Units held for such unitholder under the Plan, be applied to the purchase of additional Units of the Company. The price of Company's Units purchased with reinvested distributions will be at a 3% discount to the weighted average closing price of the Company's Units trading on the Exchange, for the 5 consecutive trading days immediately prior to the applicable distribution payment date.

Eligible holders under the Plan, include registered holders of at least one (1) Unit of the Company, who, on the applicable record date for a distribution, is a Canadian resident for purposes of the Income Tax Act ( Canada ) and is otherwise eligible to participate in the Plan.

For more information, refer to the Company's press release dated December 8, 2022 and the Company's other press releases announcing distributions.

________________________________________

AMERICAN EAGLE GOLD CORP. ("AE")
  BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the non-arm's length disposition of 20% working interest in the NAK Copper-Gold Porphyry project (the "Interest"), consisting of 5 mineral claims located northeast of Smithers, British Columbia for consideration of $1,000,000 in work obligations (includes 5% management fee to the Company).  The Interest is subject to a 2% net smelter royalty, of which 1% can be bought back for $1,500,000 .  The Interest is also subject to a 1% net smelter royalty, of which 0.5% can be bought back for $1,000,000 .


CASH ( $)

SECURITIES

WORK

EXPENDITURES (S)

CONSIDERATION

N/A

N/A

$1,000,000

For further details, please refer to the Company's news release dated October 13, 2022 and December 30, 2022 .

________________________________________

DEEP-SOUTH RESOURCES INC.   ("DSM   ")
  BULLETIN TYPE:  Warrant Term Extension
  BULLETIN DATE: January 4, 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:

15,341,944

Original Expiry Date of Warrants:

January 20, 2023

New Expiry Date of Warrants:

January 20, 2024

Exercise Price of Warrants:

$0.22 (Unchanged)

These warrants were issued pursuant to a private placement of 30,703,072 shares with 15,351,536 share purchase warrants attached, which was accepted for filing by the Exchange effective January 22, 2021 . The Exchange has been informed that the Company stated there were originally 15,351,536 warrants, but due to rounding the aggregate number of warrants should have been 15,351,544.

________________________________________

EAGLE PLAINS RESOURCES LTD.   ("EPL   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE:   January 4, 2023
  TSX Venture Tier   2 Company

Effective at  7:16 a.m. PST, Jan. 04, 2023 , trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

EAGLE PLAINS RESOURCES LTD.   ("EPL   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier   2 Company

Effective at  9:45 a.m. PST, Jan.04, 2023, shares of the Company resumed trading, an announcement having been made.

________________________________________

EGR EXPLORATION LTD.   ("EGR   ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 5, 2022 :

Number of Shares:

15,875,000 shares



Purchase Price:

$0.06 per share



Number of Warrants:

15,875,000 share purchase warrants



Warrant Exercise Price:

$0.12 for three years



Number of Placees:

30 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Units




Aggregate Existing Insider Involvement:

4

4,175,000

Aggregate Pro Group Involvement:

3

900,000


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$11,130

N/A

N/A

The Company issued a news release on December 14, 2022 , confirming the closing of the private placement.

________________________________________

GARIBALDI RESOURCES CORP. ("GGI")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on November 29, 2022 :

Number of FT Units:

9,237,334 flow-through units ("FT Units"). Each FT Unit consist of one flow-through common share in the capital of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "FT Warrant")



Number of NFT Units:

800,000 non-flow-through units ("NFT Units"). Each NFT Unit consist of one non-flow-through common share in the capital of the Company and one-half of one non-flow-through common share purchase warrant (each whole non-flow-through common share purchase warrant, a "NFT Warrant")



Purchase Price:

$0.30 per FT Unit
$0.25 per NFT Unit



Warrants:

4,618,666 FT warrants to purchase 4,618,666 shares
400,000 NFT Warrants to purchase 400,000 shares



Warrant Exercise Price:

Each FT Warrant is exercisable at an exercise price of $0.45 for a three year period
Each NFT Warrant is exercisable at an exercise price of $0.40 for a three year period



Number of Placees:

8 placees


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Finder's

Warrants

Finder's Fee:

$173,472.04

N/A

586,240 Finder's

Warrants

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.45 for period of 3 years from the date of issuance.

The Company issued news releases on December 7, 2022 and December 23, 2022 confirming closing of the first tranche and second tranche, respectively, 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.

________________________________________

INDEPENDENCE GOLD CORP.   ("IGO   ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 1   Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on November 16, 2022 , and December 6, 2022 :

Number of Shares:

20,523,668 shares

Purchase Price:

$0.06 per share

Warrants:

20,523,668 share purchase warrants to purchase 20,523,668 shares

Warrant Exercise Price:

$0.12 for a two year period



Number of Shares:

6,142,998 flow-through shares

Purchase Price:

$0.06 per share



Number of Placees:

36 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

2

863,668

Aggregate Pro Group Involvement:

3

675,000


Aggregate Cash

Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder's Fee:

$9,700

NA

135,000

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0 .12 for a period of 2 years from the date of issuance.

The Company issued a news release on December 22, 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.

________________________________________

METAL ENERGY CORP. ("MERG")
  BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the non-arm's length disposition of 15% working interest in the Manibridge project (the "Interest"), consisting of 19 mineral claims, located approximately 20 kilometers southwest of Wabowden , Manitoba.  The Interest is subject to a 2% net smelter royalty, of which 1% can be bought back for $1,000,000 ‎prior to the expiry of one year ‎after the start of commercial production.


CASH ( $)

SECURITIES

WORK

EXPENDITURES (S)

CONSIDERATION

N/A

N/A

$1,500,000

For further details, please refer to the Company's news release dated November 2, 2022 , December 30, 2022 and January 4, 2023 .

________________________________________

METALLA ROYALTY & STREAMING LTD.   ("MTA   ")
  BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 1   Company

TSX Venture Exchange has accepted for filing a Stream and Royalty Purchase Agreement dated December 22, 2022 between Metalla Royalty & Streaming Ltd. (the "Company") and Alamos Gold Inc. ("Alamos"), whereby the Company will acquire from Alamos one silver stream in Mexico and three royalties in Ontario for US$5 million worth of common shares, up to 939,355 shares of the Company.  For more information, please refer to the Company's news release dated December 22, 2022 .

________________________________________

NEUTRISCI INTERNATIONAL INC. ("NU   ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on November 23, 2022 :

Number of Shares:

9,838,720 shares



Purchase Price:

$0.02 per share



Warrants:

9,838,720 share purchase warrants to purchase 9,838,720 shares



Warrant Exercise Price:

$0.05 for a two-year period



Number of Placees:

5 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




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 releases on December 30, 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.

________________________________________

Orefinders Resources Inc. ("ORX")
  BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the non-arm's length acquisition of 20% working interest in the NAK Copper-Gold Porphyry project (the "Interest"), consisting of 5 mineral claims located northeast of Smithers, British Columbia for consideration of $1,000,000 in work obligations (includes 5% management fee to the vendor).  The Interest is subject to a 2% net smelter royalty, of which 1% can be bought back for $1,500,000 .  The Interest is also subject to a 1% net smelter royalty, of which 0.5% can be bought back for $1,000,000 .


CASH ( $)

SECURITIES

WORK

EXPENDITURES (S)

CONSIDERATION

N/A

N/A

$1,000,000

For further details, please refer to the Company's news release dated October 13, 2022 and December 30, 2022 .

________________________________________

PLURILOCK SECURITY INC.   ("PLUR   ")
  BULLETIN TYPE:  Shares for Debt
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 440,277 shares to settle outstanding debt for $55,035.62 .

Number of Creditors:

20 Creditors





Non-Arm's Length Party / Pro Group Participation:






Creditors

# of   Creditors

Amount Owing

Deemed Price

per Share

Aggregate # of

Shares






Aggregate Non-Arm's

Length Party Involvement:

N/A

N/A

N/A

N/A

Aggregate Pro Group

Involvement:

1

$1,397.26

$0.125

11,178

________________________________________

QUIPT HOME MEDICAL CORP.   ("QIPT   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

Effective at  5:00 a.m. PST, Jan. 04, 2023 , shares of the Company resumed trading, an announcement having been made.

________________________________________

REPLICEL LIFE SCIENCES INC.   ("RP   ")
  BULLETIN TYPE:  Private Placement-Non-Brokered
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 1   Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on September 6, 2022 :

Number of Shares:

8,419,650 shares



Purchase Price:

$0.10 per share



Warrants:

4,209,825 share purchase warrants to purchase 4,209,825 shares



Warrant Exercise Price:

$0.20 for a three year period



Number of Placees:

8 placees

Insider / Pro Group Participation:






Placees

# of Placee (s)

Aggregate # of Shares




Aggregate Existing Insider Involvement:

8

7,869,650

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 January 3, 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.]

________________________________________

SMART EMPLOYEE BENEFITS INC.   ("SEB   ")
  BULLETIN TYPE:  Halt
  BULLETIN DATE:   January 4, 2023
  TSX Venture Tier   2 Company

Effective at 12:39  p.m. PST, Jan. 03 , 2023, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada , the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

________________________________________

SMART EMPLOYEE BENEFITS INC.   ("SEB   ")
  BULLETIN TYPE:  Resume Trading
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 2   Company

Effective at  6:30 a.m. PST, Jan. 04, 2023 , shares of the Company resumed trading, an announcement having been made.

________________________________________

THINK RESEARCH CORPORATION ("THNK   ")
  BULLETIN TYPE: Shares for Debt
  BULLETIN DATE: January 4, 2023
  TSX Venture Tier 1   Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 546,388 common shares to arm's length creditors to settle outstanding debt for $196,700 .

Number of Creditors:

2 creditors

For more information, refer to the Company's news release dated December 30, 2022 .

______________________________________

TSODILO RESOURCES LIMITED ("TSD   ")
  BULLETIN TYPE:  Warrant Term Extension
  BULLETIN DATE:   January 4, 2023
  TSX Venture Tier 2   Company

Further to TSX Venture Exchange (the "Exchange") bulletin dated February 18, 2021 , the Exchange has consented to the extension of the expiry date of the following warrants:

Private Placement:

# of Warrants:

2,804,055



Original Expiry Date of Warrants:

January 25, 2023 and February 10, 2023

New Expiry Date of Warrants:

July 25, 2023 and August 10, 2023

Exercise Price of Warrants:

USD$0.55

These warrants were issued pursuant to a private placement of 2,986,038 shares with 2,986,038 share purchase warrants attached, which was accepted for filing by the Exchange effective February 18, 2021 .

For further details, please refer to the Company's news release dated December 21, 2022 .

________________________________________

SOURCE TSX Venture Exchange

Cision View original content: https://www.newswire.ca/en/releases/archive/January2023/04/c9694.html

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The Conversation (0)
Orefinders Appoints Gerry Brockelsby as Chief Investment Officer

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Orefinders Completes Option to Acquire Grizzly Gold Project in Chibougamau Québec

Orefinders Resources Inc. ‎(TSXV: ORX) (the "Company") is pleased to announce the execution and the completion of the initial payments pursuant to a previously announced mining option agreement (the "Option Agreement") with G.L. Geoservice Inc. and Marc Bouchard (the "Vendors") wherein the Company was granted an option to acquire a 100% interest in the Grizzly Gold Project ("Grizzly" or the "Project") in the Chibougamau District of Québec.

The Company shall acquire the 100% interest in the Project over a 48 month period through the payment of a total of $450,000 in cash or common shares of the Company (the "Consideration Payments"), along with the completion of a total of $750,000 in work obligations on the Project (the "Work Obligations"). Payment of the Consideration Payments, if made in common shares of the Company ("Common Shares") shall be based on the 15 day volume weight average price in the 15 days prior to the due date of the payment (the "Deemed Share Price"). Where the Deemed Share Price is less than $0.045 per Common Share, the Company shall make the ‎Consideration Payment in cash, and where the Deemed Share Price is $0.045 or more, the ‎Company shall make the Consideration Payment in Common Shares.‎

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Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to provide a year-end update.

Dear Investors,

I am excited to update you on our progress since I took over as CEO less than a year ago, just before Christmas in December 2023. With the support of the board, key shareholders, and the dedicated Lode Gold team, we have raised $6M since March 2024 and completed numerous tasks to reorganize the Company. These efforts have positioned us for future success and growth, and I am grateful for the continued support and confidence you have shown in our vision.

Strategy: Create Two Pure Play Companies to Unlock Value and Attract New Investors

Last year, around this time, I met with bankers to discuss how we plan to unlock value by spinning out the Company's assets to create two pure-play companies. This strategy resonated with many as Lode Gold has key assets situated in highly prospective mining regions in Canada and the United States. This initiative immediately creates two $7M companies from one $7M entity, thereby generating accretive value for shareholders.

Focus on Intrinsic Asset Value vs Market Cap: Do some small-cap stocks outperform large-cap investments in the long run?

Clifford Asness, who played a key role in building Goldman Sachs' Global Alpha before founding AQR, and now manages over $33 billion in assets, published a whitepaper that challenged the Efficient Market Theory. It stipulated that value may be factored into price with large-cap companies, but it may not be the case with small-cap stocks1. It states that with small or micro-cap stocks, the Less-Efficient-Market Hypothesis often holds. Why? The market is inherently inefficient due to a fragmented shareholder base and a lack of distribution, awareness and liquidity. As such, if capital is patient, investing in a small-cap stock may result in a higher return on investment in the long run compared to a large-cap stock.

In the case of Lode Gold, the intrinsic value, verified with a third-party NI 43-101 technical report, has an NPV USD $370M, yet the market cap trades at a fraction of the real value. Notwithstanding, a planned spin-out transaction valued at an additional $7.65M (pre-money value to current Lode Gold shareholders) has already obtained conditional approval.

This is a value proposition, validated by smart money: strategic investors and institutional shareholders; a total of four own approximately 60%. Intrigued by the potential of this undervalued play, I accepted the challenge of leading its turnaround and growth.

Near-Term: Gold Orogen spin out to unlock value for shareholders

The company has three key orogenic assets, with proven gold endowment.

To unlock value for shareholders; immediately we are spinning out the Canadian assets into a new company, Gold Orogen. Each Lode Gold shareholder will get shares of Gold Orogen; via a tax-efficient spin-out.

Additionally, a $3M raise has been completed at Gold Orogen, based on a $7.65M pre-money valuation. The current valuation for Lode Gold, the parent company, is at $7M. We are topping up with an additional $1.5M to ensure a $4.5M investment program for 2025 at Gold Orogen; as such both the assets in Yukon and NB will be drilled in the upcoming exploration season in the new year. Post-money, Gold Orogen will be at $12M+.

A gold asset on the Mother Lode Belt with MRE: 1 (M&I) + 2 (Inferred) Moz Au and a 2023 PEA: USD $370M (NPV 5%) will remain in the parent co, Lode Gold. Lode Gold intends to pursue a high grade underground mine opportunity. This project sits on 100% privately owned patented land where the mining license was suspended in 1942 due to the war effort.

Spin Out Unlocks Shareholder Value: Confirmed gold endowment and RIRGS on Tombstone Belt

The spin-out will result in the formation of two pure-play companies, each focused on specific areas of exploration in Canada and the US.

Company 1: Spin Co - Gold Orogen

Asset 1:

  • 27 km strike, 99.5 km2in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Sitka Gold)
  • Total of four Reduced Intrusive Targets (RIRGS)

Asset 2:

  • New Brunswick: Created one of the largest land packages (420 km2)
  • Geological analogue to New Found Gold, Galway, Calibre Mining and Puma-Kinross
  • Confirmed gold endowment

Company 2: Parent - Lode Gold

Lode Gold is the first company to evaluate this project from an underground perspective.

  • Brownfield, previously mined at 8 g/t in the 1940's.
  • 4 km strike on the 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
  • 100% owned private and patented land: 3,351 acres, Mariposa County
  • California: 700 permitted mines; 14 gold
  • Mine suspended in 1942 due to gold prohibition in WWII
  • Target: 2 Moz underground 5 g/t Au
  • Typical Orogenic Deposit with Structural Controls
  • 3 Step-Out Holes hit structure (up to 1,200 m)
  • 2 nearby mines were up to 1,800 m deep at 13 g/t
  • 43,000 m drilled with 23 km of underground workings
  • 11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
  • 2023 MRE: 1 Moz (M&I) + 2 Moz (Inferred)
  • 2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
  • Close to road, rail, power, water

Milestones Achieved in 2024:

1. Executed Spin Out Plan

  • Received conditional acceptance from the TSXV for the spinout transaction

2. Improved Capital Structure

  • Lode Gold added two additional key institutional and strategic shareholders
  • For $3M, a 19.9% strategic joint venture partner with strong technical expertise, was added to the new Spin Co
  • Tight share structure: 10:1 consolidation. About 40.000,000 shares outstanding for both companies

3. Cleaned Up Balance Sheet

  • Converted a secured debt holder to be the second-largest shareholder
  • Repaid shareholder working capital loan
  • Resolved a legacy lawsuit and eliminated a $1.6M liability

4. Enhanced Value of Assets in Yukon, New Brunswick and California

  • New Brunswick:
    • Created one of the largest land packages in the province, potentially a district play
    • Completed comprehensive geophysics and soil sampling to define drill targets
  • Yukon:
    • Identified four RIRGS targets for exploration work in 2025
    • Confirmed RIRGS at WIN; high bismuth : gold ratio, gold-bearing sheeted quartz veins, hosted in hornfels
  • California:
    • The first to review the project from an underground perspective
    • Completed Geological Model: 11% of the veins exploited, in 2 out of 7 deposits. Most extraction in the first 250 m. 3 step-out holes at depth, mineralized and hit structure, a typical orogenic deposit
    • Commissioned NI 43-101 to update the 2023 MRE

5. Strengthening the Lode Gold Team

  • Enhanced bench strength by adding key personnel to the technical and marketing teams, visit our website to view their full bios (lode-gold.com)
  • Addition of Martin Stratte, Lode Gold's former Director of the Board, to our Advisory Team. He was previously on the permitting team at Castle Mountain, Equinox Gold (2018-2021). The project was acquired for $200 million in 2018, and it was permitted in 2021

Upcoming Catalysts in 2025

  • Spin Co: Shareholders get shares of a new company
  • Drilling to investigate 4 RIRGS reduced intrusive targets in Yukon Tombstone Belt, 200 km from Snowline
  • Drilling in New Brunswick assets upon systematic exploration: geophysics, soil sampling, mapping, geochemistry
  • California: Revised NI 43-101 Mineral Resource Estimate (updating 2023 MRE and investigating high grade underground potential)
  • California: Evaluate reactivating a previous mine, where the license was suspended during WWII

Invest in One Company, Get Shares of Two Companies: Optionality on three key assets

Investing in Lode Gold presents an exciting opportunity for shareholders to benefit from an advanced gold exploration project and a forthcoming spinoff with two high-value assets. This strategic move is aimed at unlocking maximum value for investors, who will gain exposure to three highly prospective gold assets through shares in two separate companies.

Wishing you a season filled with joy and prosperity.

Yours truly,

Wendy T. Chan. CEO & Director

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

In Canada, its Golden Culvert and WIN Projects in Yukon, covering 99.5 km2 across a 27-km strike length, are situated in a district-scale, high grade gold mineralized trend within the southern portion of the Tombstone Gold Belt. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 420 km2 and a 42 km strike. McIntyre Brook covers 111 km2 and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. Riley Brook is a 309 km2 package covering a 25 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024.

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 8 g/t Au in the 1940's.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins - in 2 out of 7 deposits have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment ("PEA"). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. At $1,750 /oz gold, NPV (5%) is $217M. The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 Moz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com).

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-915-4257

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

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 release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-Looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-Looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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Grande Portage Completes Non-Brokered Private Placement

Grande Portage Completes Non-Brokered Private Placement

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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Pinnacle Provides Updates on Proposed Acquisition of El Potrero Gold-Silver Project in Mexico, and on Canada Postal Strike and Mailing of the Company's 2024 Annual General Meeting Materials

Pinnacle Provides Updates on Proposed Acquisition of El Potrero Gold-Silver Project in Mexico, and on Canada Postal Strike and Mailing of the Company's 2024 Annual General Meeting Materials

(TheNewswire)

Pinnacle Silver and Gold Corp.

VANCOUVER, BRITISH COLUMBIA, December 10, 2024 TheNewswire - (TSXV: PINN; OTC:NRGOF; Frankfurt: P9J) Pinnacle Silver and Gold Corp. (" Pinnacle " or the " Company ") is providing an update on the proposed acquisition of a staged option to acquire up to a 100% interest, subject to a 2% NSR, in the Potrero gold-silver project in Durango, Mexico, as announced in Pinnacle news release of Oct. 28, 2024 .

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Element79 Gold Corp Provides Corporate Update with Focus on Peru, Nevada Projects

Element79 Gold Corp Provides Corporate Update with Focus on Peru, Nevada Projects

(TheNewswire)

Element79 Gold Corp.

Consistent progress towards near term renewal of surface rights access in Peru

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