22/01/20 - TSX Venture Exchange Stock Maintenance Bulletins
22/01/20 - TSX Venture Exchange Stock Maintenance Bulletins
Canada NewsWire
VANCOUVER, BC, Jan. 20, 2022
VANCOUVER, BC, Jan. 20, 2022 /CNW/ - TSX VENTURE COMPANIES
EDGE TOTAL INTELLIGENCE INC. ("CTRL")
[formerly Edge Total Intelligence Inc. ("CTRL.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Company Tier Reclassification, Resume Trading
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing the Qualifying Transaction of Edge Total Intelligence Inc. (previously named Aphelion Capital Corp.) (the "Company") described in its filing statement dated November 12, 2021 (the "Filing Statement"). As a result, effective at the opening on Monday, January 24, 2022, the trading symbol for the Company will change from CTRL.P to CTRL and the Company will no longer be considered a Capital Pool Company, thereafter the "Resulting Issuer". The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of Edge Technologies, Inc.
On March 3, 2021 the Company entered into a merger agreement, as amended (the "Merger Agreement") with Edge Technologies, Inc. ("ETI"), Electric Acquisition Corp. ("US SubCo"), a wholly owned subsidiary of the Company, Aphelion FundCo Inc. ("FundCo"), and 1289571 B.C. Ltd. ("BC SubCo"), a wholly owned subsidiary of the Company, pursuant to which, BC SubCo amalgamated with FundCo, and US SubCo amalgamated with ETI (the "Amalgamations"). The Amalgamations were completed concurrently and were each structured as a three-cornered amalgamation and, as a result, the amalgamated corporations resulting from each Amalgamation became wholly owned subsidiaries of the Company at the time of the completion of the Amalgamations. As consideration for the acquisition, the Company issued 26,600 preferred multiple voting shares ("MVS") which are convertible into an aggregate of 26,600,000 subordinated voting shares of the Resulting Issuer ("SVS").
Prior to closing of the QT, pursuant to resolutions passed by shareholders at the Company's annual and special meeting held on June 4, 2021 the Company changed its name from Aphelion Capital Corp. to Edge Total Intelligence Inc. and shareholders approved a special resolution to create the special rights and restrictions attached to the SVS. These rights and restrictions were subsequently amended at the special meeting of the shareholders of the Company held on December 4, 2021. The SVS commenced trading in substitution for the common shares of the Company at the opening on December 24, 2021 (see the Exchange's bulletin dated December 22, 2021 for further information).
In connection with the QT, FundCo completed a private placement financing of approximately 1,612,903 subscription receipts of FundCo ("FundCo Subscription Receipts") at a price per FundCo Subscription Receipt of $0.62 for aggregate gross proceeds of approximately $1,000,000. On closing of the QT each Fundco Subscription Receipt was exchanged for a SVS of the Resulting Issuer.
For further information on the QT and a full description of the rights and restrictions of the MVS and the SVS see the Filing Statement, the Management Information Circular of the Company dated November 5, 2021 and the news release dated December 24, 2021, which are available under the Company's profile on SEDAR.
2. Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced November 15, 2021:
Number of Shares: | 7,181,774 shares |
Purchase Price: | $0.62 per share |
Number of Placees: | 124 placees |
Insider / Pro Group Participation:
Name | Insider=Y / | # of Shares |
Lotus Domaine III LP (Christian Mack) | Y | 1,935,484 |
Aggregate Pro Group Involvement | P | 828,344 |
[9 placees] |
Underwriter's Fee:
Canaccord Genuity Corp. - $269,688.99 cash and 434,982 broker's warrants. Each broker warrant is exercisable at $0.62 for a two-year period from issuance.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated December 24, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period.
3. Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective at the opening on Monday, January 24, 2022, the Company's Tier classification will change from Tier 2 to:
Classification:
Tier 1
The Company is classified as a 'Technology' company.
Capitalization: | Unlimited | SVS with no par value of which |
16,919,644 | SVS are issued and outstanding | |
Escrowed Shares: | 26,600 | MVS are subject to an 18 month staged release pursuant to a Tier 1 Value Securities Escrow Agreement and a forty-four month contractual lock-up period from completion of the QT. An additional 4,000,000 SVS remain subject to the CPC Escrow Agreement |
Transfer Agent: | TSX Trust | |
Trading Symbol: | CTRL | (new) |
CUSIP Number: | 279874101 | (unchanged) |
4. Resume Trading:
Effective at the opening on Monday, January 24, 2022, trading in the subordinated voting shares of the Company will resume trading.
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ROADMAN INVESTMENTS CORP. ("LITT")
BULLETIN TYPE: Consolidation
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Pursuant to a Director's resolution dated December 20, 2021, the Company has consolidated its capital on a Ten (10) old for One (1) new basis. The name of the Company has not been changed.
Effective at the opening January 24, 2022, the common shares of Roadman Investments Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Financial Services' company.
Post - Consolidation | unlimited shares with no par value of which | |
20,078,764 shares are issued and outstanding | ||
Escrow: | 1,750,000 | |
Transfer Agent: | Computershare Trust Company of Canada | |
Trading Symbol: | LITT | Unchanged |
CUSIP Number: | 76973G206 | New |
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TRAIL BLAZING VENTURES LTD. ("BLAZ.P")
BULLETIN TYPE: New Listing-CPC-Shares, Halt
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
This Capital Pool Company's ("CPC") Prospectus dated December 6, 2021 has been filed with and accepted by TSX Venture Exchange and the Alberta, British Columbia, Ontario, Saskatchewan, and Manitoba Securities Commissions effective December 8, 2021, pursuant to the provisions of the Alberta, British Columbia, Ontario, Saskatchewan and Manitoba Securities Acts. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.
The Company intends to complete its initial distribution of securities to the public on January 21, 2022. The gross proceeds to be received by the Company for the initial public offering will be $2,000,000 (20,000,000 common shares at $0.10 per common share).
Commence Date: | At the opening on Friday, January 21, 2022, the Common shares will be listed and IMMEDIATELY HALTED on TSX Venture Exchange pending receipt and review of acceptable documentation regarding the Capital Pool Company listing pursuant to Exchange Policy 2.4. |
Corporate Jurisdiction: | Alberta |
Capitalization: | Unlimited common shares with no par value of which |
40,000,000 common shares are issued and outstanding | |
Escrowed Shares: | 20,000,000 common shares |
Transfer Agent: | Odyssey Trust Company |
Trading Symbol: | BLAZ.P |
CUSIP Number: | 892766 10 6 |
Sponsoring Member: | Research Capital Corporation |
Agent's Options: | 1,600,000 non-transferable stock options. One option to purchase one share at $0.10 per share for up to 24 months from the date of listing |
For further information, please refer to the Company's Prospectus dated December 6, 2021.
Company Contact: | Darren Bondar |
Company Address: | Suite 800 Dome Tower |
333 - 7th Avenue SW | |
Calgary, AB T2P 2Z1 | |
Company Phone Number: | 1-800-503-1875 |
Company Email Address: |
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22/01/20 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
ADVENTUS MINING CORPORATION ("ADZN")
BULLETIN TYPE: Halt
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Effective at 11:38 a.m. PST, January 19, 2022, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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ADVENTUS MINING CORPORATION ("ADZN")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Effective at 6:45 a.m. PST, January 20, 2022, shares of the Company resumed trading, an announcement having been made.
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ALPINE SUMMIT ENERGY PARTNERS, INC. ("ALPS.U")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to the indirect acquisition by the Company of partnership interests (the "Interests") in Alpine Maverick II LP ("Maverick") pursuant to contribution and exchange agreements (the "Agreements") between HB2 Origination LLC ("HB2"), a subsidiary of the Company, and certain limited partners of Maverick (the "Vendors").
Pursuant to the terms of the Agreements, HB2 will issue 826,063 Class B Non-Voting Units (the "HB2 Units") to the Vendors in order to complete the acquisition of the Interests. The HB2 Units are exchangeable on a 1:1 basis for subordinate voting shares of the Company.
Insider / Pro Group Participation:
Name | Insider=Y / | # of Shares |
The Darren and Nicole | Y | Up to 28,528 subordinate voting shares |
Porter Collins | Y | Up to 7,132 subordinate voting shares |
Mike McCoy | Y | Up to 2,282 subordinate voting shares |
Craig Perry | Y | Up to 17,117 subordinate voting shares |
For further information, refer to the Company's new releases dated January 10, 2022 and January 20, 2022 which are available under the Company's profile on SEDAR.
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BRIXTON METALS CORPORATION ("BBB")
BULLETIN TYPE: Private Placement-Non-Brokered, Amendment
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange bulletin dated January 13, 2022 with respect to the private placement announced December 8, 2022, Marquest Asset Management Inc. will receive a finder's fee of 166,000 Agent's Warrants that are exercisable into common shares at $0.18 per share to December 7, 2023.
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JACKPOT DIGITAL INC. ("JJ.WT.A")
BULLETIN TYPE: Halt
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Effective at 9:00 a.m. PST, January 20, 2022, trading in the shares of the Company was halted pending delisting; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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JOURDAN RESOURCES INC. ("JOR")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 30, 2021:
Number of Shares: | 27,000,000 flow-through shares |
Purchase Price: | $0.05 per flow-through share |
Warrants: | 13,500,000 share purchase warrants to purchase 13,500,000 shares |
Warrant Exercise Price: | $0.08 for a two-year period |
Number of Placees: | 3 placees |
Insider / Pro Group Participation:
Name | Insider=Y / | # of Shares |
Rene Bharti | Y | 5,000,000 |
Stan Bharti | Y | 20,000,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated December 31, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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KP3993 RESOURCES INC. ("KPEN.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, January 20, 2022, shares of the Company resumed trading, an announcement having been made.
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PELANGIO EXPLORATION INC. ("PX")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 20, 2022
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 22, 2021, December 30, 2021, January 12, 2022 and January 13, 2022:
Number of Shares: | 7,800,630 units |
Purchase Price: | $0.10 per unit |
Warrants: | 1,950,157 share purchase warrants to purchase 1,950,157 shares |
Warrant Exercise Price: | $0.15 for a 12-month period |
Number of Placees: | 11 placees |
Insider / Pro Group Participation:
Name | Insider=Y / | # of Shares |
Ingrid Hibbard | Y | 250,000 |
Agent's Fee: | Leede Jones Gable Inc. received a cash commission equal to $13,600. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Vending Agreement dated December 15, 2021 (the "Agreement"), between Romios Gold Resources Inc. (the "Company") and arm's length parties (the "Vendors"). Pursuant to the Agreement, the Company will acquire 22 mining claims located in the Kinkaid area of Mineral County (the "Property"), Nevada.
As consideration for the acquisition, the Company will pay the Vendors USD$10,000 in cash and issue 300,000 common shares. Further, the Vendors will retain a 2% NSR on the Property. The Company will have the option to buy-back 1% of such NSR for USD$500,000 and a right of first refusal on the remaining 1% NSR.
For further details, please refer to the Company's news release dated January 12, 2022.
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TRANSCONTINENTAL GOLD CORP. ("TCG.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
Effective at 6:30 a.m. PST, January 20, 2022, shares of the Company resumed trading, an announcement having been made.
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WEST HIGH YIELD (W.H.Y.) RESOURCES LTD. ("WHY")
BULLETIN TYPE: Private Placement – Brokered
BULLETIN DATE: January 20, 2022
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced December 16, 2021:
Number of Shares: | 2,976,133 common share units ("Units"). Each Unit consists of one flow-through common share of the Company and one-half of one common share purchase warrant ("Warrant"). |
Purchase Price: | $0.84 per Unit. |
Warrants: | 1,488,067 Warrants to purchase 1,488,067 non-flow-through common shares of the Company. |
Warrant Price: | $1.25 exercisable for a period of 18 months from the date of issuance. |
Number of Placees: | 6 placees. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement setting out the expiry dates of the hold period(s) on December 30, 2021.
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SOURCE TSX Venture Exchange
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