TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, June 7, 2024 /CNW/ –

TSX VENTURE COMPANIES

BULLETIN V2024-1736

BEACN WIZARDRY & MAGIC INC. (“BECN”)
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated May 7, 2024, the Exchange has been advised that the Cease Trade Order issued by the British Columbia Securities Commission dated May 6, 2024 has been revoked.

Effective at the opening, Tuesday, June 11, 2024, trading will be reinstated in the securities of the Company.

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BULLETIN V2024-1737

CLOUD DX INC. (“CDX.H”)
[formerly CLOUD DX INC. (“CDX”)
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Suspend
BULLETIN DATE: June 7, 2024
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange (‘TSXV’) Bulletin dated June 6, 2024 and the Company’s press release dated June 6, 2024, effective at opening on Tuesday, June 11, 2024, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements.

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company. Therefore, effective at the opening on Tuesday, June 11, 2024, the Company’s listing will transfer to NEX, the Company’s Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Calgary to NEX.

As of June 11, 2024, the Company is subject to restrictions on share issuance and certain types of payments as set out in NEX policies.

The trading symbol for the Company will change from CDX to CDX.H. There is no change in the Company name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.

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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BULLETIN V2024-1738

MILLENNIAL PRECIOUS METALS CORP. (“MPM.WT”)
BULLETIN TYPE:  Warrant Expiry-Delist
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 1 Company

Effective at the opening, June 17, 2024, the Share Purchase Warrants of the Company will trade for cash same day settlement. The Warrants expire June 17, 2024 and will therefore be halted at Noon E.T. and delisted at the close of business June 17, 2024.

TRADE DATES

June 17, 2024 – TO SETTLE – June 17, 2024

The above is in compliance with Trading Rule C.2.18 – Expiry Date:
Trading in the warrants shall be for cash same day settlement on the 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.

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BULLETIN V2024-1739

MONTFORT CAPITAL CORP. (“MONT.PR.A”)
BULLETIN TYPE:  Declaration of a Dividend
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per Preferred Share:  $0.02
Payable Date: June 28, 2024
Record Date:  June 19, 2024
Ex-dividend Date: June 19, 2024 

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BULLETIN V2024-1740

PROTON CAPITAL CORP. (“PTN”)
[formerly Proton Capital Corp. (“PTN.P”)]BULLETIN TYPE: Remain Halted, Qualifying Transaction-Completed/New Symbol, Prospectus-Share Offering
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

The common shares of the Company have been halted from trading since April 20, 2023, pending completion of a Qualifying Transaction.

Remain Halted

Effective at the opening, Tuesday, June 11, 2024, the common shares of Proton Capital Corp. will be listed and IMMEDIATELY HALTED on TSX Venture Exchange under the symbol “PTN”, pending completion of the Prospectus Offering.

Qualifying Transaction-Completed/New Symbol

TSX Venture Exchange has accepted for filing the Company’s Qualifying Transaction described in the long-form Prospectus dated May 24, 2024.   As a result, at the opening on Tuesday, June 11, 2024, the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

The Qualifying Transaction consists of the arm’s length acquisition of 75% of the shares of Saskatoon Family Pharmacy Ltd. (“SFP”) for a consideration of 2,730,075 common shares at a deemed price of $0.40. In addition, SFP shareholders shall be eligible to receive, pro rata, an earnout, payable by the Company in cash or common shares (at the market price at the time of payment), up to a maximum amount of $414,375, based on 4.25 multiplied by the amount that Normalized EBITDA (up to $580,000) exceeds $450,000, for the one-year period beginning on September 1, 2023 and ending on August 31, 2024. In conjunction with the Qualifying Transaction, the Company has also entered into a Strategic Alliance Agreement with PharmaChoice Canada Inc. which provides the Company an opportunity to acquire independently owned and branded PharmaChoice pharmacies as they come to market in the normal course of business, and to continue to operate such acquired pharmacies under a PharmaChoice banner.

910,025 common shares issued to Principals pursuant to the QT are subject to a Tier 2 Value Security Escrow Agreement to be released over a 36-month period.  In accordance with the Exchange’s Seed Share Resale Restrictions, 1,820,050 post-consolidation common shares issued to non-Principals pursuant to the QT are legended in accordance with a Tier 2 Value Security Escrow Agreement release schedule to be released over a 36-month period.  20,400,000 common shares and 4,000,000 stock options are subject to a CPC Escrow Agreement to be released over an 18-month period.

The Company will continue as Proton Capital Corp. and trade under the symbol “PTN”. Upon closing of the final tranche of the Prospectus Offering, the Company is expected to change its name to PharmaCorp Rx Inc. and trade under the symbol “PCRX”.

The Exchange has been advised that the above transaction has been completed.

Prospectus-Share Offering

The Company’s Prospectus dated May 24, 2024 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Financial and Consumer Affairs Authority of Saskatchewan, pursuant to the provisions of the Saskatchewan Securities Act.  This receipt also evidences that the Ontario Securities Commission has issued a receipt for the Prospectus. The Prospectus has been filed under Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island. A receipt for the Prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

TSX Venture Exchange has been advised that closing of the first tranche of the Prospectus Offering occurred on June 6, 2024, for gross proceeds of $20,797,658.40.

Underwriter:                                 iA Private Wealth Inc.

Offering:                                     51,994,146 common shares (“Common Share”)

Subscription Receipt Price:          $0.40 per Common Share

Agent Commission:                    Cash commission of $761,253.20

Over-Allotment Option:                The Company granted the Agent an option to purchase an additional 15% of the Offering (up to 15,000,000 Common Shares at $0.40 per Common Share for gross proceeds of $6,000,000), which expires 30 days following the closing date of the first tranche of the Prospectus Offering.

The Company anticipates closing additional tranches from the Prospectus Offering following the completion of the Qualifying Transaction and first tranche of the Prospectus Offering. The Prospectus dated May 24, 2024, permits the Company to raise up to 100,000,000 Common Shares at $0.40 per Common Share for gross proceeds of $40,000,000.

For further information, please refer to the Prospectus dated May 24, 2024, and the Company’s news releases dated April 20, 2023, July 26, 2023, August 31, 2023, October 10, 2023, January 22, 2024, February 22, 2024, March 22, 2024, May 27, 2024, and June 6, 2024, which are available under the Company’s profile on SEDAR+.

Effective at the opening, Tuesday, June 11, 2024, the common shares of Proton Capital Corp. will be listed and IMMEDIATELY HALTED on TSX Venture Exchange under the symbol “PTN”, pending completion of the Prospectus Offering.

Capitalization:   Unlimited shares with no par value of which 96,585,221 shares are issued and outstanding

Escrow:              23,130,075 common shares

Transfer Agent:   TSX Trust Company
Symbol:               PTN (same symbol as CPC but with .P removed)
CUSIP #:             74373X 10 1 (unchanged)

The Company is classified as a “Health and Personal Care Retailers” company.

Company Contact:                    Kimberly Carroll, Corporate Secretary
Company Address:                   Suite 203, 303 Wellman Lane, Saskatoon, Saskatchewan, Canada, S7T 0J1
Company Phone Number:         (306) 536-3771
Company Email Address:         [email protected]                      

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BULLETIN V2024-1741

RT MINERALS CORP. (“RTM”)
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the shareholders of the Company on May 3, 2024, the Company has consolidated its capital on a fourteen (14) old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening June 11, 2024, the shares of RT Minerals Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a ‘Mineral Exploration/Development’ company.

Post – Consolidation Capitalization:  Unlimited shares with no par value of which  2,182,461 shares are issued and outstanding

Escrow:   Nil   shares are subject to escrow

Transfer Agent:   Computershare Investor Services Inc.
Trading Symbol:   RTM                 (UNCHANGED)
CUSIP Number:   74976W708       (NEW)

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BULLETIN V2024-1742

STEER TECHNOLOGIES INC. (“ARGH”)
[formerly STEER TECHNOLOGIES INC. (“STER”)]BULLETIN TYPE:  Symbol Change
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Effective at the opening, Tuesday, June 11, 2024, the trading symbol for the Company’s common shares will change from (“STER”) to (“ARGH”). There is no change in the Company’s name, no change in its CUSIP number and no consolidation of capital. The Company is classified as a ‘Transportation Services’ company.

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NEX COMPANIES:

BULLETIN V2024-1743

WESTGATE ENERGY INC. (“WGT”)
[formerly 763997 ALBERTA LTD. (“TCI.H”)]BULLETIN TYPE: Reinstated for Trade, Reverse Takeover-Completed, Shares for Services, Name Change and Consolidation, Graduation from NEX to TSX Venture/Symbol Change
BULLETIN DATE:  June 7, 2024
NEX Company

Reinstated for Trade

Further to the TSX Venture Exchange Bulletin dated November 6, 2020, the Exchange has been advised that the Cease Trade Order issued by the Alberta & Ontario Securities Commission dated November 5, 2020 was revoked on May 8, 2023.

Effective at the opening, Tuesday, June 11, 2024, trading will be reinstated in the securities of the Company (CUSIP 96031U 10 4).

Reverse Takeover-Completed

The TSX Venture Exchange has accepted for filing the Company’s Reverse Takeover (‘”RTO”), which includes the following transactions:

The RTO involves the arm’s length three-cornered amalgamation agreement for the acquisition by the Company of Grafton Ventures Energy Holdings Corp. (“Grafton”) for consideration of 30,963,659 common shares at $0.44 per share.  Additionally, on March 15, 2024, Grafton completed a brokered private placement of subscription receipts, resulting in the issuance of 8,379,009 common shares at $0.44 per share and 8,379,009 warrants exercisable at $0.58 for 24 months from closing of the RTO.  Concurrent with the RTO, Grafton completed a non-brokered private placement, resulting in the issuance of 7,770,496 common shares at $0.44 per share and warrants 7,770,496 warrants exercisable at $0.44 for 60 months from closing. 

7,954,147 common shares and 5,911,092 warrants issued to Principals pursuant to the RTO will be subject to a Tier 1 Value Security Escrow Agreement to be released over an 18-month period upon completion of the RTO. In accordance with the Exchange’s Seed Share Resale Restrictions, 1,262,561 common shares issued to Non-Principals will be subject to a Tier 1 Value Security Escrow to be released over an 18-month period upon completion of the RTO.

The Exchange has been advised that the above transactions have been completed.

In addition, the Exchange has accepted for filing the following:

Shares for Services

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 547,090 common shares at a deemed price of $0.44 per share, in consideration of certain services provided to the company pursuant to compensation settlement agreements dated March 14, 2024.

Number of Service Providers: 4

Name Change and Consolidation

Pursuant to resolution passed by shareholders on January 31, 2023 and directors on March 14, 2024, the Company has consolidated its capital on a 40 old for 1 new basis.  The name of the Company has also been changed to “Westgate Energy Inc.”.

Effective at the opening, Tuesday, June 11, 2024, the common shares of Westgate Energy Inc. will commence trading on TSX Venture Exchange, and the common shares of 763997 Alberta Ltd. will be delisted. 

Graduation from NEX to TSX Venture/Symbol Change

The Company has met the requirements to be listed as a TSX Venture Tier 1 Company.  Therefore, effective on Tuesday, June 11, 2024, the Company’s listing will transfer from NEX to TSX Venture, the Company’s Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Calgary.

Effective at the opening, Tuesday, June 11, 2024, the trading symbol for the Company will change from TCI.H to WGT.                                     

For further information, please refer to the Company’s Filing Statement dated May 15, 2024, which is filed on SEDAR+.

The Company is classified as a ‘Oil and Gas Extraction (except oil sands)’ company.

Post – Consolidation Capitalization:    Unlimited  shares with no par value of which 50,328,051 shares are issued and outstanding

Escrowed:        9,216,708   common shares
Escrow Term:  18 months

Transfer Agent:   Odyssey Trust Company
Trading Symbol:   WGT                     (new)
CUSIP Number:   96031U 10 4          (new)

Company Contact:   Nick Grafton, Chief Financial Officer
Company Address:   2020 4th Street S.W., Suite 420, Calgary, Alberta, T2S 1W3
Company Phone Number:  403-776-3774
Company Email Address:  [email protected]

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BULLETIN V2024-1744

HEALTH LOGIC INTERACTIVE INC. (“CHIP.H”)
BULLETIN TYPE:  Consolidation, Correction
BULLETIN DATE:  June 7, 2024
NEX Company

Further to the bulletin dated June 6, 2024, TSX Venture Exchange corrects the number of issued and outstanding shares of Health Logic Interactive Inc. that will commence trading on the NEX Board of the TSX Venture Exchange on a four (4) old for one (1) new basis effective at the opening on Monday, June 10, 2024.  

Post – Consolidation Capitalization:  unlimited  shares with no par value of which 1,681,066 shares are issued and outstanding

The remainder of the bulletin dated June 6, 2024, remains unchanged.

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24/06/07 – TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BULLETIN V2024-1745

ALASKA ENERGY METALS CORPORATION (“AEMC”)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an option agreement dated May 21, 2024 (the “Agreement”) between the Company and certain arm’s length parties (the “Optionors”) to acquire a 100% interest (the “Option”) in the 57-claim, 3,320-hectare Bambino nickel-copper-platinum group element property, located in the Temiscaming region of western Quebec (the “Property”).

Under the terms of the Agreement, the Company will, in aggregate, (i) incur $500,000 of exploration work (ii) pay $105,000 cash, and (iii) issue 700,000 shares, over a period of three years, in order to exercise the Option. 

Upon exercise of the Option, the Property will be subject to 2% NSR in favor of the Optionors. The Company will have a buy back right to purchase half of the NSR (1%) for $1,000,000 cash.

For further details, please refer to the Company’s news releases dated May 22, 2024 and June 5, 2024.

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BULLETIN V2024-1746

AMERICAN CREEK RESOURCES LTD. (“AMK”)
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, June 7, 2024, shares of the Company resumed trading, an announcement having been made.

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BULLETIN V2024-1747

ARBOR METALS CORP. (“ABR”)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a share purchase agreement dated May 16, 2024 (the “Agreement”) between the Company, an arm’s length party (the “Target”) and the sole shareholder of the Target (the “Shareholder”) to acquire all of the outstanding share capital of the Target. The Target is the holder of the Kemlee Lake lithium project, situated in the heart of the Georgia Lake lithium camp in Thunder Bay mining division in Ontario (the “Property”).

Under the terms of the Agreement, the Company will issue 1,500,000 shares to the Shareholder. 

For further details, please refer to the Company’s news releases dated May 17, 2024 and June 5, 2024.

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BULLETIN V2024-1748

BLUE SKY URANIUM CORP. (“BSK”)
BULLETIN TYPE:  Halt
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Effective at 11:45 a.m. PST, June 6, 2024, 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.

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BULLETIN V2024-1749

INSPIRE SEMICONDUCTOR HOLDINGS INC. (“INSP”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  June 07, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 30,016.51 proportionate voting shares at a price of $12 per proportionate voting share ($0.12 per subordinate voting share) to settle outstanding debt for $360,200. Each PV Share is convertible into 100 SV Shares at the option of the holder and upon the terms outlined in the Company’s articles.

Number of Creditors:    40 Creditors

The Company shall issue a news release when the shares are issued and the debt extinguished.

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BULLETIN V2024-1750

LUMINE GROUP INC. (“LMN”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 3,515,418 subordinate voting shares at CAD$33.66 per share to settle outstanding debt for US$87,097,666.52.

Number of Creditors:   80 Creditors

The Company issued a news release on March 25, 2024 announcing issuance of shares and extinguishment of debt.

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BULLETIN V2024-1751

MOON RIVER MOLY LTD. (“MOO”)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement dated February 28, 2024 (the “Agreement”), between Moon River Moly Ltd. (formerly, Moon River Capital Ltd. and hereinafter, the “Company”) and an arm’s length party, Sojitz Corporation. (the “Seller”). Pursuant to the Agreement, the Company has indirectly acquired a 25% interest in the Endako molybdenum mine complex in British Columbia (the “Property”) through the acquisition of all issued and outstanding shares in the capital of Sojitz Moly Resources, Inc. (which changed its name to Moon River Molybdenum BC Ltd. following closing and hereinafter, “Moon River BC”), a wholly owned subsidiary of the Seller.

Moon River BC is the holder of a 25% participating interest in the Property pursuant to an exploration, development and mine operating agreement dated as of June 12, 1997, entered into between Moon River BC and Thompson Creek Mining Ltd. (now Thompson Creek Metals Company Inc.), a subsidiary of Centerra Gold Inc.

As Consideration, the Company shall pay the Seller the following: (i) a one-time cash payment of $1.00 paid on closing; and (ii) an aggregate of up to $10,000,000 in earn-out payments beginning on the third anniversary of completion of the acquisition and ending on the sixth anniversary of completion of the acquisition, subject to the future price of molybdenum as set forth in the Agreement.

Pursuant to the terms of the Agreement, the Seller has provided Moon River BC an aggregate amount of $41,886,494 in funding of which: (i) $15,475,000 represent Moon River BC’s current portion of the environmental reclamation security in respect of the Property; (ii) $24,411,494 have been deposited into trust with TSX Trust Company pursuant to the terms of a trust indenture to fund the Company’s future care and maintenance costs and/or future increases to Moon River BC’s responsibility for 25% of the environmental and asset retirement obligations for the property; and (iii) $2,000,000 have been deposited in the Company’s bank account.

For further details, please refer to the Company’s news releases dated February 28, 2024, April 29, 2024, and May 30, 2024.

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BULLETIN V2024-1752

OSISKO DEVELOPMENT CORP. (“ODV”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 1,228,394 common shares at a deemed price of $2.7829 per share to settle outstanding debt of US$2,500,000.

Number of Creditors:   1 Creditor

Non-Arm’s Length Party /
Pro Group Participation:            Nil

For more information, please refer to the Company’s news release dated June 3, 2024.

OSISKO DÉVELOPPEMENT CORP. (“ODV”)
TYPE DE BULLETIN :  Émission d’actions en règlement d’une dette
DATE DU BULLETIN : Le 7 juin 2024
Société du groupe 1 de Bourse de Croissance TSX

Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu de l’émission proposée de 1 228 394 actions ordinaire a un prix répute de 2,7829 $ par action, en règlement d’un montant de dette total de 2 500 000 $US.

Nombre de créanciers :  1 créancier

Participation de personnes
ayant un lien de dépendance /
Groupe Pro :                               Aucune

Pour plus d’informations, veuillez-vous référer au communiqué de presse émis par la société le 3 juin 2024.

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BULLETIN V2024-1753

RAKOVINA THERAPEUTICS INC.  (“RKV”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 254,250 shares to settle outstanding debt for $20,340 in outstanding interest due on convertible debentures.

Number of Creditors:     10 Creditors

The Company shall issue a news release when the shares are issued and the debt extinguished.

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BULLETIN V2024-1754

THE HEMPSHIRE GROUP, INC. (“HMPG”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 1,750,000 common shares in the capital of the Company at a deemed price of $0.015 per common share to settle outstanding debt totaling $22,500 to settle inducement payments for an aggregate amount of $22,500.

Number of Creditors:    2 Creditors

For more details, please refer to the company’s news release dated April 27, 2023.

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BULLETIN V2024-1755

Zephyr Minerals Ltd. (“ZFR”)
BULLETIN TYPE:  Private Placement
BULLETIN DATE:  June 7, 2024
TSX Venture Tier 2 Company

Financing Type:    Non-Brokered Private Placement

Gross Proceeds:    $200,000

Offering:  4,000,000 common shares with 4,000,000 warrants attached      

Offering Price:    $0.05 per common share

Warrant Exercise Terms:    $0.08 per warrant for a period of 36 months.

Commission Terms:                   Each warrant is exercisable at $0.08 for a period of 36 months.

Public Disclosure:                     Refer to the company’s news releases dated May 28, 2024 and May 31, 2024.

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SOURCE TSX Venture Exchange