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30.07.2018 22:46:00
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TSX Venture Exchange Stock Maintenance Bulletins
VANCOUVER, July 30, 2018 /CNW/ -
TSX VENTURE COMPANIES
ATI AIRTEST TECHNOLOGIES INC. ("AAT")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated May 4, 2018, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated May 4, 2018 has been revoked.
Effective at theopening, Wednesday, August 1, 2018, trading will be reinstated in the securities of the Company.
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GALAXY DIGITAL HOLDINGS LTD. ("GLXY")
[formerly Bradmer Pharmaceuticals Inc. ("BMR")]
BULLETIN TYPE: Reverse Takeover-Completed, Name Change and Consolidation, Private Placement-Brokered, Resume Trading
BULLETIN DATE: July 30, 2018
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Bradmer Pharmaceuticals Inc.'s ("Bradmer") (to be renamed "Galaxy Digital Holdings Ltd.") Reverse Takeover (the "RTO") and related transactions, all as principally described in Bradmer's information circular dated May 14, 2018 (the "Information Circular"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Business Combination of Galaxy Digital, Bradmer and First Coin
On February 14, 2018 Bradmer entered into a definitive arrangement agreement, as amended (the "Arrangement Agreement") with, among others, Galaxy Digital LP ("Galaxy Digital") and First Coin Capital Corp. ("First Coin"), in respect of the previously announced business combination among Galaxy Digital, Bradmer and First Coin, which is proposed to be completed by way of a plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the "Arrangement"). In connection with the Arrangement, among other steps set out in the Arrangement Agreement, Galaxy Digital and First Coin will become subsidiaries of Galaxy Digital Holdings LP ("GDH LP") a newly formed operating partnership that will be managed by the principals of Galaxy Digital. Pursuant to the Arrangement Bradmer will acquire and hold a minority investment in GDH LP.
The Exchange has been advised that shareholders of Bradmer have approved the Arrangement at a special meeting of shareholders held on June 11, 2018.
For Further information, see the Information Circular which is available under Bradmer's profile on SEDAR.
2. Name Change, Consolidation and Continuation
Pursuant to the Arrangement, Bradmer will consolidate its capital on a 126.38 old for 1 new basis and complete a corporate continuation under the provisions of the Business Corporations Act (Ontario) from Ontario to Cayman Islands. Upon continuation, the name of the company will be changed from Bradmer Pharmaceuticals Inc. to Galaxy Digital Holdings Ltd.
Effective at the opening on Wednesday, August 1, 2018, the ordinary shares of Galaxy Digital Holdings Ltd. will commence trading on the Exchange and the common shares of Bradmer Pharmaceuticals Inc. will be delisted. The Company is classified as an 'Investment' company.
Post - Consolidation | |
Capitalization: | CAD$2,000,000,000 divided into 2,000,000,000 ordinary shares of CAD$0.001 par value of which 61,125,306 shares are issued and outstanding |
Escrow: | 229,068,000 shares, to the extent that any of the holders of certain units of GDH LP exchange their units for ordinary shares of Galaxy Digital Holdings Ltd., and 8,064,000 stock options will be subject to an 18 month staged release escrow agreement |
Transfer Agent: | TSX Trust Company |
Trading Symbol: | GLXY (new) |
CUSIP Number: | G37092 10 6 (new) |
Galaxy Digital Holdings Ltd.'s ordinary shares are subject to restrictions on voting whereby in connection with any shareholder resolution passed by shareholders, each shareholder shall be provided with a certification as to its status as a U.S. person. The certification process is designed to ensure that the aggregate total number of votes that non-certifying shareholders are entitled to cast may never exceed 49% of the total number of votes that all shareholders are entitled to cast (pursuant to the adjustment that is described in the articles of association of the company, a copy of which is available from Galaxy Digital Holdings Ltd., in the Information Circular or on Bradmer's profile on SEDAR).
3. Private Placement – Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced January 9, 2018:
Number of Shares: | 60,969,746 post-consolidated shares | |
Purchase Price: | $5.00 per post-consolidated share | |
Number of Placees: | 346 Placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Aggregate Pro Group | ||
Involvement [3 placees] | P | 65,000 |
Agent's Fee: | GMP Securities LP - $11,936,055.38 and 710,517 Compensation Options that are exercisable into post-consolidated common shares at $5.00 per share to February 14, 2019 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a closing news release dated February 14, 2018 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
4. Resume Trading
Effective at the opening, Wednesday, August 1, 2018 the ordinary shares of Galaxy Digital Holdings Ltd. will resume trading on the Exchange.
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MINFOCUS EXPLORATION CORP. ("MFX")
BULLETIN TYPE: Consolidation
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
Pursuant to a Directors resolution dated July 16, 2018, the Company has consolidated its capital on a Seven (7) old for One (1) new basis. The name of the Company has not been changed.
Effective at the opening August 1, 2018, the common shares of Minfocus Exploration Corp. will commence trading on a consolidated basis on the TSX Venture Exchange. The Company is classified as a 'mineral exploration/development' company.
Post - Consolidation | ||
Capitalization: | unlimited | shares with no par value of which |
10,987,918 | shares are issued and outstanding | |
Escrow: | nil | shares subject to escrow |
Transfer Agent: | TSX Trust Company | |
Trading Symbol: | MFX | UNCHANGED |
CUSIP Number: | 603477209 | NEW |
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TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
AURCANA CORPORATION ("AUN")
BULLETIN TYPE: Halt
BULLETIN DATE: July 30, 2018
TSX Venture Tier 1 Company
Effective at 4.49 a.m. PST, July 30, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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AURCANA CORPORATION ("AUN")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 30, 2018
TSX Venture Tier 1 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 30, 2018, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2
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.
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GOLDEN SECRET VENTURES LTD. ("GGS")
BULLETIN TYPE: Halt
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
Effective at 1.55 p.m. PST, July 30, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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HARFANG EXPLORATION INC. ("HAR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement:
Number of Shares: | 2,565,000 common shares and 1,206,250 flow-through shares | |
Purchase Price: | $0.25 per common share and $0.40 per flow-through share | |
Warrants: | 1,282,500 warrants to purchase 1,282,500 common shares | |
Warrant exercise price: | $0.40 during a period of 24 months following the closing date. | |
Number of Placees: | 36 Placees | |
Insider/Pro Group Participation: | ||
Insider = Y / | ||
Name | Pro Group = P | Number of Shares |
André Gaumond | Y | 37,500 |
François Huot | Y | 60,000 |
Jean-Pierre Janson | Y | 25,000 |
Frank Mariage | Y | 7,500 |
Robin Villeneuve | Y | 15,000 |
François Goulet | Y | 20,000 |
Yvon Robert | Y | 20,000 |
Aggregate Pro Group | ||
Involvement [4 placees] | P | 190,000 |
Finder's Fee: | Arm's length finder's fee of $3,300 was paid in cash. |
The Company has confirmed the closing of the above-mentioned Private Placement by way of a press release July 12, 2018.
HARFANG EXPLORATION INC. (" HAR ")
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 30 juillet 2018
Société du groupe 2 de TSX Croissance
Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier :
Nombre d'actions : | 2 565 000 actions ordinaires et 1 206 250 actions accréditives | |
Prix : | 0,25 $ par action ordinaire et 0,40 $ par action accréditive | |
Bons de souscription : | 1 282 500 bons de souscription permettant de souscrire à 1 282 500 actions ordinaires | |
Prix d'exercice des bons : | 0,40 $ pendant une période de 24 mois suivant la date de clôture | |
Numéro de souscripteurs : | 36 souscripteurs | |
Participation des initiés et du Groupe Pro : | ||
Initié = Y / | ||
Nom | Groupe Pro = P | Nombre d'actions |
André Gaumond | Y | 37 500 |
François Huot | Y | 60 000 |
Jean-Pierre Janson | Y | 25 000 |
Frank Mariage | Y | 7 500 |
Robin Villeneuve | Y | 15 000 |
François Goulet | Y | 20 000 |
Yvon Robert | Y | 20 000 |
Souscriptions totales du | ||
groupe pro [4 souscripteurs] | P | 190 000 |
Honoraires d'intermédiation : | Un total de 3 300 $ a été payé en espèces à une personne sans lien de dépendance avec la société. |
La société a confirmé la clôture du placement privé mentionné ci-dessus par l'émission d'un communiqué de presse daté du 6 février 2018.
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INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE: Shares for Bonuses
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 140,000 bonus shares to 360 Aviation Services Inc., in consideration of a $35,000 loan which bears interest at 1.5% per month.
Shares | Warrants | |
140,000 | Nil |
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MEDALLION RESOURCES LTD. ("MDL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jul 18, 2018:
Number of Shares: | 1,000,000 shares |
Purchase Price: | $0.10 per share |
Warrants: | 1,000,000 share purchase warrants to purchase 1,000,000 shares |
Warrant Initial Exercise Price: | $0.15 |
Warrant Term to Expiry: | 3 Years |
Number of Placees: | 1 Placee |
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.
The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.
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METALS CREEK RESOURCES CORP. ("MEK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 20, 2018:
Number of Shares: | 3,083,333 flow-through shares and |
1,800,000 non flow-through shares | |
Purchase Price: | $0.06 per flow-through share |
$0.05 per non flow-through share | |
Warrants: | 3,341,667 share purchase warrants to purchase 3,341,667 shares |
Warrant Exercise Price: | $0.10 for a two year period |
Number of Placees: | 7 Placees |
Finder's Fee: | An aggregate of $9,900 in cash and 220,000 finders' warrants payable to Canaccord Genuity Corp. and Redplug Capital Corp. Each finder's warrant entitles the holder to acquire common share at $0.10 for a two year period. |
For further details, please refer to the Company's news release dated July 25, 2018.
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NICOLA MINING INC. ("NIM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 25, 2018:
Number of Shares: | 9,333,329 shares | |
Purchase Price: | $0.15 per share | |
Warrants: | 4,666,665 share purchase warrants to purchase 4,666,665 shares | |
Warrant Exercise Price: | $0.18 for a two year period | |
Number of Placees: | 16 Placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Peter Espig | Y | 1,236,633 |
Aggregate Pro Group | ||
Involvement [1 placee] | P | 1,000,000 |
Finder's Fee: | BMO Nesbitt Burns $64,749.95 cash and 431,666 broker warrants payable. | |
Pollitt & Co. Inc. $7,000 cash and 46,667 broker warrants payable. | ||
-Each broker warrant is exercisable into one common share at $0.18 until July 23, 2020. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. [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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PROSPERO SILVER CORP. ("PSL")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 23, 2018:
Number of Shares: | 11,218,666 shares | |
Purchase Price: | $0.09 per share | |
Warrants: | 5,609,332 share purchase warrants to purchase 5,609,332 shares | |
Warrant Exercise Price: | $0.16 for a two year period, subject to acceleration if at any time after four months and one day from closing, the closing price of the common shares trade over a period of 20 consecutive trading dates at or above $0.25, the issuer may within 5 days provide notice that the warrants will expire on 30 calendar days after such notice. | |
Number of Placees: | 25 Placees | |
Insider / Pro Group Participation: | ||
Insider=Y / | ||
Name | ProGroup=P | # of Shares |
Group 4 Ventures Ltd. | ||
(William Murray) | Y | 833,333 |
William Murray | Y | 1,000,000 |
Ralph Rushton | Y | 222,222 |
Aggregate Pro Group | ||
Involvement [1 placee] | P | 110,000 |
Finder's Fee: | Haywood Securities Inc. receives $1,035 and 11,500 non-transferable warrants, each exercisable for one share at a price of $0.16 for two years subject to acceleration. | |
Canaccord Genuity Corp. receives $900 and 10,000 non-transferable warrants, each exercisable for one share at a price of $0.16 for two years subject to acceleration. | ||
Fidelity Clearing Canada ULC receives $675 and 7,500 non-transferable warrants, each exercisable for one share at a price of $0.16 for two years subject to acceleration. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s) on May 28, 2018. [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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QUANTUM INTERNATIONAL INCOME CORP. ("QIC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to a non-arm's length letter agreement (the "Agreement") dated June 28, 2018 between Anil Damani (the "Seller"), Quantum International Income Corp. (the "Company") and its wholly owned subsidiary, Southern Star Gaming, LLC ("Subco"). Pursuant to the Agreement, the Company shall indirectly acquire, through Subco, an additional 9% membership interest in Lucky Bucks, LLC (an increase in the Company's interest from 51% to 60%) for cash consideration of US$6,000,000.
For more information, refer to the Company's news release dated June 29, 2018.
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RED RIVER CAPITAL CORP. ("XBT.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
Effective at 6.30 a.m. PST, July 30, 2018, shares of the Company resumed trading, an announcement having been made.
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SCYTHIAN BIOSCIENCES CORP. ("SCYB")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: July 30, 2018
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 26, 2018, trading in the shares of the Company will remain halted pending and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Listings Policy 5.6(d) of Exchange Policy 5.3
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.
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SOURCE TSX Venture Exchange
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