VANCOUVER, BC, March 22, 2023 /CNW/ -

TSX VENTURE COMPANIES

ALVOPETRO ENERGY LTD.  ("ALV")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per common share:  US$0.14
Payable Date:  April 14, 2023
Record Date:  March 31, 2023
Ex-dividend Date:  March 30, 2023

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ELYSEE DEVELOPMENT CORP. ("ELC")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  March 22, 2023
TSX Venture Tier  2 Company

The Issuer has declared the following dividend:

Dividend per common share:  $0.01
Payable Date: April 11, 2023
Record Date: March 31, 2023
Ex-dividend Date: March 30, 2023

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LUMINE GROUP INC. ("LMN")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: March 22, 2023
TSX Venture Tier 1 Company

Lumine Group Inc.'s (the "Company") prospectus dated February 6, 2023 (the "Prospectus"), has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the securities regulatory authorities in each of the provinces and territories of Canada on February 6, 2023, pursuant to the provisions of the securities legislations in each of these jurisdictions.

The Prospectus qualified the distribution by Constellation Software Inc. (TSX: CSU), ("CSI") of up to an aggregate of 63,582,712 Subordinate Voting Shares of the Company to the holders of common shares of CSI of record on February 16, 2023 (the "CSI Shareholders") on a pro-rata basis by way of a dividend-in-kind under applicable securities laws in each of the provinces and territories of Canada.

The Company is a newly-created corporation established under the Business Corporations Act (Ontario) and was an indirect wholly-owned subsidiary of CSI as of the date of the Prospectus. The business of the Company (the "Business") is comprised of (i) what was the Lumine portfolio of companies (the "Lumine Portfolio") of the Volaris operating group of CSI (the "Volaris Operating Group"), and (ii) the business carried on by WideOrbit Inc. ("WideOrbit"), a U.S.-based media vertical market software provider. The Company operates as a separate publicly listed company from CSI.

Effective at the opening on Friday, March 24, 2023 the Subordinate Voting Shares of the Company will commence trading on TSX Venture Exchange.

The Company is classified as a "Computer Systems Design and Related Services (except video game design and development)" company (NAICS number 541514).

Corporate Jurisdiction: Province of Ontario

Capitalization:

Subordinate Voting Shares: Unlimited number of Subordinate Voting Shares of which 63,671,176 Subordinate Voting Shares are issued and outstanding (Listed).

Super Voting Share: 1 Super Voting Share of which 1 Super Voting Share is issued and outstanding (Unlisted), which is held indirectly by CSI.

Convertible Preferred Shares: Unlimited number of Preferred Shares of which 63,582,712 Preferred Shares are issued and outstanding (Unlisted).  They are all indirectly held by CSI, and are convertible into Subordinate Voting Shares at a ratio of 2.4302106 Subordinate Voting Shares for every Preferred Share.  Therefore, a total of 154,519,381 Subordinate Voting Shares are issuable upon conversion of all the issued and outstanding Preferred Shares.

Convertible Special Shares: Unlimited number of Special Shares of which 10,178,504 Special Shares are issued and outstanding (Unlisted), which are convertible into Subordinate Voting Shares at a ratio of 3.4302106 Subordinate Voting Shares for every Special Share.  Therefore, a total of 34,914,412 Subordinate Voting Shares are issuable upon conversion of all the issued and outstanding Special Shares.

The Super Voting Share carries a greater number of votes per share relative to the Subordinate Voting Shares. Subordinate Voting Shares are therefore "restricted securities" within the meaning of such term under applicable Canadian securities laws. Other than in respect of voting rights, and the fact that the Super Voting Share is convertible into a single Subordinate Voting Share, the Subordinate Voting Shares and the Super Voting Share have the same rights, are equal in all respects and are treated as if they were one class of shares. Holders of Subordinate Voting Shares, Special Shares and the Super Voting Share are entitled to attend and vote at meetings of the Company's shareholders except meetings at which only holders of a particular class are entitled to vote. Holders of Subordinate Voting Shares and Special Shares are entitled to one vote per share, and the holder of the Super Voting Share is entitled to that number of votes that equals 50.1% of the aggregate number of votes attached to all of the outstanding Super Voting Shares, Subordinate Voting Shares and Special Shares at such time. Please refer to the sections "Description of Capital Structure - Subordinate Voting Shares and Super Voting Share - Voting" and "Description of Capital Structure - Preferred Shares and Special Shares - Voting" in the Prospectus for full details.

On a fully-diluted basis, there are 253,104,968 Subordinate Voting Shares issued and outstanding, of which (i) 63,671,170 are held by public shareholders, (ii) 6 are held indirectly by CSI, (iii) an additional 154,519,381 would be held indirectly by CSI (upon the conversion of Preferred Shares), (iv) 29,456,648 would be held directly and indirectly, as applicable, by Eric Mathewson, the WideOrbit founder, and certain investors affiliated therewith (upon conversion of his Special Shares) and (v) 5,457,763 would be the other former WideOrbit securityholders (upon the conversion of the Special Shares held by them). In addition, CSI would hold 1 additional Subordinate Voting Share upon the conversion of the Super Voting Share.

Escrowed Shares: 6 Subordinate Voting Shares (Listed)
1 Super Voting Share (Unlisted)
63,582,712 Preferred Shares (Unlisted)

Transfer Agent: Computershare Investor Services Inc.

Trading Symbol: LMN
CUSIP Number:  55027C 106

For further information, please refer to the Company's Prospectus dated February 6, 2023.

Company Contact:  Mr. David Nyland, Chief Executive Officer
Company Address: 5060 Spectrum Way, Suite 100 Mississauga, Ontario L4W 5N5
Company Phone Number: (647) 469-8295
Company Website:  https://www.luminegroup.com/
Company Email Address: legal@luminegroup.com

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NEX COMPANY:

ORSU METALS CORPORATION ("OSU.H")
BULLETIN TYPE: Suspend
BULLETIN DATE: March 22, 2023
NEX Company

Further to the TSX Venture Exchange bulletin dated March 21, 2023 and Orsu Metals Corp. (the "Company") new release dated March 21, 2023, effective at the opening on Friday, March 24, 2023, the common 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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23/03/22  - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ALPHA COGNITION INC. ("ACOG")
BULLETIN TYPE:  Private Placement-Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on February 8, 2023:

 

 

 

The Company issued news releases on February 16, 2023, and March 16, 2023, confirming the closing of the private placement

________________________________________

ATON RESOURCES INC. ("AAN")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 20,000,000 warrants to an Insider in consideration of a bridge loan of $4,000,000 with an interest rate of 12% per annum and a term of 12 - months.

 

________________________________________

CARBEEZA INC. ("AUTO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: March 22, 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 16, 2022:

 

 

The Company issued a news release on February 24, 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.

________________________________________

FIDELITY MINERALS CORP. ("FMN")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of 75% of Greensands Australia Pty. Ltd. There is a production royalty associated with the acquisition, which is detailed in the Company's press release dated March 22, 2023. 

 

Up to $750,000 AUD will be payable to the vendors, as a bonus, if the results of a scoping study show a pre-tax internal rate of return over 19%. Minimum 50% of this bonus will be in cash. Any issuances of shares, due to the bonus, will be at a deemed price of $0.06 per share.

For further details, please refer to the Company's news releases dated February 10, 2023, and March 22, 2023.

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FIELD TRIP HEALTH & WELLNESS LTD. ("FTHW")
BULLETIN TYPE:  Halt
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2  Company

Effective at 5:08 a.m. PST, March 22, 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.

________________________________________

LITHIUM ENERGI EXPLORATION INC. ("LEXI")
BULLETIN TYPE:  Shares/Warrants for Bonuses, Shares for Debts, Private Placement, Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

Shares/Warrants for Bonuses:

TSX Venture Exchange (the "Exchange") has accepted for filing the Company's proposal to issue 29,166,666 bonus warrants to an arm's length party in consideration of a new credit facility agreement. Each warrant entitles the holder to purchase one common share of the Company ("Share") at the price of $0.24 for period of 3 years from the date of issuance.

Furthermore, the Exchange has accepted for filing the Company's proposal to issue 3,000,000 Shares at $0.1875 per Share and 3,000,000 Share purchases warrants ("Warrants") to an arm's length party as a success fee in consideration for negotiation of the new credit facility agreement and debt settlements. Each Warrant entitles the holder to purchase one Share at the price of $0.30 per Share for period of 3 years from the date of issuance.

Shares for Debt:

TSX Venture Exchange has accepted for filing the Company's proposal to issue 26,057,152 Shares at a deemed price of $0.1875 per Share and 18,924,354 Warrants to settle outstanding debts for an aggregate amount of $4,885,716.

Number of Creditors:                 4 Creditors

 

 

 

Shares for Debt:

TSX Venture Exchange has accepted for filing the Company's proposal to issue 37,567,203 Shares and 8,000,000 Warrants to settle outstanding debts for an aggregate amount of $7,043,850.56.

Number of Creditors:                 3 Creditors

 

 

Private Placement:

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 1, 2023:

 

Property-Asset or Share Purchase Agreement:

The Exchange has accepted for filing documentation the Lithium Production Agreement dated February 1, 2023 ("Agreement"), between the Company and an arm's length party ("Licensor"). Pursuant to the terms of the Agreement, the Licensor will provide the Company with a license to access and utilize direct lithium extraction technology ("License"). In consideration for the License, the Company has paid to the Licensor, upon closing, a one-time cash payment of $335,817 and has issued 5,408,979 Shares at a deemed price of $0.1875 per Share.

The Company issued a news release on March 21, 2023, confirming closing of the Shares for Debt settlements, the Private Placement, and the License Agreement. 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.

________________________________________

NOVA ROYALTY CORP. ("NOVR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Royalty Purchase and Sale Supplemental Agreement dated March 10, 2023 (the "Agreement"), between Nova Royalty Corp. (the "Company") and an arm's length party ("Vendor"), whereby the Company has agreed to acquire an additional 0.03% net smelter return interest (the "NSR Royalty") on the Rosemont and Copper World projects located in Pima County, Arizona, USA and owned by Hudbay Minerals Inc. (the "Transaction"). In aggregate the company will now hold a total of 0.165 % NSR.

Under the terms of the Agreement, in consideration for the additional NSR Royalty, a cash payment of US $340,000 is payable upon closing of the Transaction, and an issuance of US $170,000 in common shares of the Company will be made to the Vendor on closing.

Additional future cash payments of an aggregate US $ 890,000 are due after closing and are contingent upon certain time and/or production milestones having been achieved.

For further details, please refer to the Company's news release dated March 13, 2023.

________________________________________

OROCO RESOURCE CORP. ("OCO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement:

 

 

Finder Warrants Terms: 50,000 non-transferable finder's warrant entitles the holder to purchase one common share at the price of $ 1.05 for a period of 2 years from the date of issuance

10,000 non-transferable finder's warrant entitles the holder to purchase one common share at the price of $ 0.75 for a period of 2 years from the date of issuance

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on March 17, 2023, announcing the 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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PARKIT ENTERPRISE INC. ("PKT")
BULLETIN TYPE:  Normal Course Issuer Bid
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 1 Company

TSX Venture Exchange has been advised by the Company that pursuant to a Notice of Intention to make a Normal Course Issuer Bid dated March 20, 2023, it may repurchase for cancellation, up to 11,692,258 common shares in its own capital stock.  The purchases are to be made through the facilities of TSX Venture Exchange or other recognized marketplaces during the period from March 24, 2023, to March 23, 2024.  Purchases pursuant to the bid will be made by National Bank Financial Inc. on behalf of the Company.

Please refer to the Company's new release dated March 21, 2023, for further details.

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PATRIOT BATTERY METALS INC. ("PMET")
BULLETIN TYPE:  Private Placement- Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on March 15, 2023:

 

 

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on March 20, 2023, announcing the closing of the private placement.

________________________________________

RAKOVINA THERAPEUTICS INC. ("RKV")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:

These warrants were issued pursuant to a private placement of 22,829,500 shares with 11,414,750 share purchase warrants attached, which was accepted for filing by the Exchange effective March 30, 2021.

________________________________________

SMARTSET SERVICES INC.  ("SMAR.P")
BULLETIN TYPE: Correction, Resume Trading
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange bulletin dated March 21, 2023, the following company name should have read as follows:

SMARTSET SERVICES INC.  ("SMAR.P")

All other information remains unchanged.

______________________________________

SOUTH ATLANTIC GOLD INC. ("SAO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 15, 2023:

 

 

 

Each finder's warrant is non-transferable and exercisable into one common share of the Company at a price of $0.055 per share for a period of two years until March 21, 2025.

The Company issued a news release on March 21, 2023, confirming closing of the private placement. 

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SPECTRA7 MICROSYSTEMS INC. ("SEV")
BULLETIN TYPE:  Private Placement-Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced March 10, 2023 :

 

 

Agent's Fee:         

A.G.P./Alliance Global Partners - $401,632 cash and 229,504 agent warrants

Each agent warrant is non-transferable and exercisable into one common share of the Company at a price of $1.10 per share for a period commencing on the date that is six months after the closing date until the date that is 5 years from the closing date, subject to acceleration.

The Company issued a news release on March 15, 2023 confirming closing of the private placement. 

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TRUSTBIX INC. ("TBIX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 31, 2023, February 10, 2023, February 24, 2023 and March 1, 2023:

 

 

 

Finder's Warrants Terms:           N/A

The Company issued a news release on February 10, 2023, February 24, 2023, March 11, 2023 and March 22, 2023 confirming closing of the private placement.

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VANTEX RESOURCES LTD. ("VAX")
BULLETIN TYPE:  Halt
BULLETIN DATE:  March 22, 2023
TSX Venture Tier  2 Company

Effective at 8:18 a.m. PST, March 22, 2023, trading in the shares of the Company was halted, pending company contact; 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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X-TERRA RESOURCES INC. ("XTT")
BULLETIN TYPE:  Non-Brokered Private Placement
BULLETIN DATE:  March 22, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement (the "Private Placement") as announced on February 17, 2023:

 

 

Finder's Fee:                             nil                                                                                    

The Company has confirmed the closing of the Private Placement in a news release dated March 7, 2023.

X-TERRA RESOURCES INC. (« XTT »)
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 22 mars 2023
Société du groupe 2 de TSX Croissance 

Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu d'un placement privé sans l'entremise d'un courtier (le « placement privé ») tel qu'annoncé le 17 février 2023 :

 

 

Honoraire d'intermédiation :       aucun

La société a confirmé la clôture du placement privé dans un communiqué de presse daté du 7 mars 2023.

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SOURCE TSX Venture Exchange