TSX Venture Exchange Stock Maintenance Bulletins

TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Jan. 17, 2024 /CNW/ – 

TSX VENTURE COMPANIES

BULLETIN V2024-0181

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  January 17, 2024
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on January 16, 2024 against the following company for failing to file the documents indicated within the required time period:

Symbol

Tier

Company

Failure to File

Period

Ending

(Y/M/D)

RHT

2

RELIQ HEALTH
TECHNOLOGIES INC.

Annual audited financial statements for the year.

2023/06/30

Interim financial report for the period.

2023/09/30

Management’s discussion and analysis for the periods.

2023/06/30

&

2023/09/30

Certification of annual and interim filings for the periods.

2023/06/30

&

2023/09/30

Upon revocation of the Cease Trade Order, the Company’s shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

________________________________________

BULLETIN V2024-0182

CUBICFARM SYSTEMS CORP. (“CUB”)
BULLETIN TYPE: Consolidation
BULLETIN DATE: January 17, 2024 
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the Company’s directors on January 15, 2024, the Company has
consolidated its share 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 19, 2024, the common shares of Cubicfarm Systems Corp. will commence trading on TSX Venture Exchange on a consolidation basis. The Company is classified as a “Technology” company.

Post – Consolidation

Capitalization:                                       

Unlimited           

shares with no par value of which

 26,316,377 shares are issued and outstanding

Escrow:                                                 

nil         

shares are subject to escrow

 

Transfer Agent:                                       

Computershare Investor Services Inc.

Trading Symbol:                                     

CUB                     (unchanged)

CUSIP Number:                                       

22968P504            (new)

_______________________________________

BULLETIN V2024-0183

MCLOUD TECHNOLOGIES CORP. (“MCLD.H”) (MCLD.WT.H)
[formerly mCloud Technologies Corp. (“MCLD”) (MCLD.WT)
BULLETIN TYPE: Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: January 17, 2024
TSX Venture Tier 2 Company

In accordance with TSX Venture Policy 2.5, mCloud Technologies Corp., (the “Company”) has not maintained the requirements for a TSX Venture Tier 2 company.  Therefore, effective at the opening on Friday, January 19, 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 Vancouver to NEX.

As of January 19, 2024 the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.

The trading symbol for the Company will change from MCLD to MCLD.H.  There is no change in the Company’s 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.

Further to the Exchange bulletin issued June 5, 2023, trading in the shares of the Company will remain suspended.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

_______________________________________

BULLETIN V2024-0184

VITREOUS GLASS INC. (“VCI”)
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

The Issuer has declared the following special dividend:

Dividend per common share:  $0.10
Payable Date:  February 15, 2024
Record Date:  February 1, 2024
Ex-dividend Date: January 31, 2024

                      ________________________________________

NEX COMPANY:

BULLETIN V2024-0185

ALSET CAPITAL INC. (“KSUM.H”)
BULLETIN TYPE: Resume Trading, Reviewable Transaction-Announced
BULLETIN DATE:  January 17, 2024
NEX Company

Effective at the open, January 19, 2024, trading in the Company’s shares will resume.

This resumption of trading does not constitute acceptance of the transaction, as described in the news release dated January 11, 2024 (the “Transaction”), and should not be construed as an assurance of the merits of the Transaction or the likelihood of completion. 

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance.  There is a risk that the Transaction will not be accepted or that the terms of the Transaction may change substantially prior to acceptance.  SHOULD THIS OCCUR, A TRADING HALT MAY BE RE-IMPOSED.

_______________________________________

24/01/17 – TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BULLETIN V2024-0186

ABCOURT MINES INC. (“ABI”)
BULLETIN TYPE:  Non-Brokered Private Placement
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on August 31, 2023:

Number of Shares:                   

64,403,750 common shares

Purchase Price:                         

$0.04 per common share

Warrants:                                 

64,403,750 share purchase warrants to purchase 64,403,750 shares

Warrants Exercise Price:           

$0.05 per share during a period of 36 months

Number of Placees:                   

28 Placees

 

Insider / ProGroup Participation:

 

Placees

# of Placee (s)

# of shares

Aggregate Existing Insider Involvement:

3

27,697,500

Aggregate Pro Group Involvement:

1

5,000,000

 

Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finders’ Fee:

$1,800

Nil Share

45,000
compensation
warrants

Compensation Warrants Terms: Each compensation warrant entitles the holder to purchase one unit at an exercise price of $0.05 for 36 months. Each unit includes one common share and one warrant having an exercise price of $0.05 during a period of 36 months.

The Company issued news releases dated September 7, 2023, October 12, 2023, November 17, 20023, December 15, 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.

MINES ABCOURT INC. («ABI»)
TYPE DE BULLETIN : Placement privé sans l’entremise d’un courtier
DATE DU BULLETIN : Le 17 janvier 2024
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 annoncé le 31 août 2023 :

Nombre d’actions :                   

64 403 750 actions ordinaires

Prix :                                       

0,04 $ par action ordinaire

Bons de souscription :             

64 403 750 bons de souscription permettant de souscrire à 64 403 750 actions

Prix d’exercice des bons :         

0,05 $ par action pendant une période de 36 mois

Nombre de souscripteurs :         

28 souscripteurs

 

Participation initié / Groupe Pro :

Souscripteurs

# de souscripteurs

# total d’actions

Total des initiés existants :

3

27 697 500

Total du groupe pro

1

5 000 000

 

Montant total en
espèces ($)

# total d’actions

# total de bons de
souscription

Honoraire
d’intermédiation:

1 800 $

Aucun

45 000 bons de souscription
de rémunération

Modalités des bons de souscription de courtier : chaque bon de souscription de courtier permet de souscrire une unité à un prix d’exercice de 0,05 $ pendant une période de 36 mois. Chaque unité inclus une action ordinaire et un bon de souscription ayant un prix d’exercice de 0,05 $ pendant une période de 36 mois.

La société a confirmé la clôture du placement privé dans des communiqués de presse datés des 7 septembre 2023, 12 octobre 2023, 17 novembre 2023 et 15 décembre 2023. Notez que dans certaines circonstances, la Bourse peut ensuite prolonger la durée des bons de souscription, s’ils sont inférieurs à la durée maximale autorisée.

_______________________________________

BULLETIN V2024-0187

ATON RESOURCES INC.  (“AAN”)
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

Effective at 8:28 a.m. PST, Jan. 17, 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.

________________________________________

BULLETIN V2024-0188

CHAKANA COPPER CORP. (“PERU”)
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 18, 2023 and increased on December 20, 2023:

Number of Shares:                   

75,000,851 shares

Purchase Price:                         

$0.04 per share

Warrants:                                 

75,000,851 share purchase warrants to purchase 75,000,851 shares

Warrant Exercise Price:             

$0.06 for a two-year period

Number of Placees:                   

70 placees

 

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares

Aggregate Existing Insider
Involvement:

5

19,035,851

Aggregate Pro Group Involvement:

5

5,600,000

 

Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder’s Fee:

$116,284

N/A

3,339,100

Finder’s Warrants Terms: Each non-transferable warrant entitles the holder to purchase one common share at the price of $0.06 for period of 2 years from the date of issuance.

The Company issued news releases on November 6, 2023, and January 15, 2024, 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.

_______________________________________

BULLETIN V2024-0189

ELEVATION GOLD MINING CORPORATION (“ELVT”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 1,610,750 shares at a deemed price of $0.105 per share to settle outstanding debt for $169,128.77.

Number of Creditors:                 22 Creditors

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

For further details, refer to the Company’s news release dated January 3, 2024.

_______________________________________

BULLETIN V2024-0190

EVERGOLD CORP. (“EVER”)
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an option agreement (the “Agreement”), between the Company and non-arms-length vendors (the “Optionors”), pursuant to which the Company has the right to acquire a 100% interest in the DEM gold-silver property (the “DEM Property”), located in central British Columbia, in exchange for staged cash payments to the Optionors over four years cumulatively totalling $980,000, in addition to escalating work commitments totalling $5,000,000 over the same time frame, as announced on August 2, 2023. Furthermore, the Optionors will retain a 2% Net Smelter Returns royalty (the “Royalty”), subject to the right of the Company to buy back 1.5% of the Royalty for $4.5 million, inflation adjusted to 2023.

For more information, please refer to the Company’s press releases dated August 2, 2023 and October 11, 2023, and the Company’s Management Information Circular dated August 25, 2023 (and filed on SEDAR+).

_______________________________________

BULLETIN V2024-0191

FPX NICKEL CORP. (“FPX”)
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

Effective at 6:30 a.m. PST, Jan. 17, 2024, shares of the Company resumed trading, an announcement having been made.

________________________________________

BULLETIN V2024-0192

KUTCHO COPPER CORP. (“KC”)
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 13, 2023 and December 28, 2023:

Number of Shares:                   

14,400,000 shares

Purchase Price:                         

$0.10 per share

Warrants:                                 

14,400,000 share purchase warrants to purchase 14,400,000 shares

Warrant Exercise Price:             

$0.20 for a two-year period and subject to accelerated expiry

Number of Placees:                   

47 placees

 

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares

Aggregate Existing Insider
Involvement:

4

500,000

Aggregate Pro Group Involvement:

7

2,650,000

 

Aggregate Cash
Amount

Aggregate #

of Shares

Aggregate #

of Warrants

Finder’s Fee:

$57,260

NA

572,600

 

Finder’s Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.20 for a period of 1 year from the date of issuance.

The Company issued a news release on January 10, 2024, confirming 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.

_______________________________________

BULLETIN V2024-0193

MIMEDIA HOLDINGS INC. (“MIM”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 1,017,983 shares at $ 0.29 to settle outstanding debt for $ 295,216.

Number of Creditors:                 8 Creditor

For further detail refer to the Company’s news release dated December 20, 2023.

________________________________________

BULLETIN V2024-0194

MIMEDIA HOLDINGS INC. (“MIM”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 200,190 shares at $ 0.50 to settle outstanding debt for $100,096.

Number of Creditors:                 8 Creditor

For further detail refer to the Company’s news release dated June 19, 2023.

________________________________________

BULLETIN V2024-0195

NORTHERN GRAPHITE CORPORATION (“NGC”)
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 1 Company

Effective at 4:35 a.m. PST, Jan. 17, 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.

________________________________________

BULLETIN V2024-0196

NORTHERN GRAPHITE CORPORATION (“NGC”)
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 1 Company

Effective at 6:30 a.m. PST, Jan. 17, 2024, shares of the Company resumed trading, an announcement having been made.

________________________________________

BULLETIN V2024-0197

PLAYGON GAMES INC. (“DEAL”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 10,645,000 shares at a deemed value of $0.05 to settle $532,250 interest due on outstanding convertible debentures.

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:

1

$300,000

$0.05

6,000,000

Aggregate Pro Group Involvement:

N/A

N/A

N/A

N/A

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

________________________________________

BULLETIN V2024-0198

STAKEHOLDER GOLD CORP. (“SRC”)
BULLETIN TYPE: Private Placement-Non-Brokered

BULLETIN DATE: January 17, 2024

TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 28, 2023:

Number of Shares:                   

1,400,000 common shares

Purchase Price:                         

$1.00 per common share

Warrants:                                 

700,000 common share purchase warrants to purchase 700,000 common shares

Warrant Exercise Price:             

$1.50 per common share for a period of two (2) years

Number of Placees:                   

16 Placees

 

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares

Aggregate Existing Insider Involvement:

1

45,000

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 December 28, 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.

_______________________________________

BULLETIN V2024-0199

STANDARD LITHIUM LTD. (“SLI”)
BULLETIN TYPE:  Prospectus-Share Offering
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

The Company’s Short Form Base Shelf Prospectus dated May 26, 2023 and July 26, 2023 (“Prospectus”), was filed with and accepted by TSX Venture Exchange (the “Exchange”), and filed with the Securities and Exchange Commission (“SEC”) through a registration statement on Form F-10 relating to the Offering. The Prospectus Supplement dated November 15, 2023 (“Supplement”), was filed with the securities commissions in each of the provinces of British Columbia, Ontario, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and Northwest Territories. A receipt for the Prospectus is deemed to have been issued by the regulators in the jurisdictions if the conditions of the Multilateral Instrument 11-102 Passport System have been satisfied.

Further to an at-the-market offering of securities (“ATM Distribution”) made pursuant to a Supplement to the Company’s Prospectus, the Exchange has accepted for filing documentation with respect to the sales set out below under the ATM Distribution. The Company raised aggregate gross proceeds of $306.107 and $3,301,967 USD pursuant to the ATM Distribution during the quarterly period beginning on October 1, 2023 and ending on December 31, 2023 (“Quarterly Period”), as set out below.

Agents:                                     

Citigroup Global Markets Inc. and Canaccord Genuity LLC.

 

Offering:                                   

 

100,100 common shares in the capital of the Company sold on the Exchange (“TSXV Shares”) in aggregate during the Quarterly Period.

1,526,259 common shares in the capital of the Company sold on the New York Stock Exchange (“NYSE Shares”) in aggregate during the Quarterly Period.

 

Share Price:                             

 

Varying prices during the Quarterly Period, with an average sale price of $3.06 per TSXV Share and $2.16 USD per NYSE Share.

 

Agents’ Warrants:                     

 

None.

 

Over-allotment Option:               

 

None.

 

Agents’ Commission:               

 

Up to 3% of the gross proceeds of the Offering, being an aggregate cash payment of $7,653 and $82,549 USD for the Quarterly Period.

For further information, please refer to the Company’s Prospectus, Supplement, and the news releases dated November 17, 2023 and January 12, 2024, which are available under the Company’s SEDAR and EDGAR profiles.

_______________________________________

BULLETIN V2024-0200

TINCORP METALS INC.  (“TIN”)
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange (“Exchange”) has accepted for filing the Company’s proposal to issue 350,000 common shares of the Company as bonus shares to Silvercorp Metals Inc. (the “Lender”) in consideration of an immediate cash advance of US$500,000 to the Company by the Lender pursuant to the terms of the credit facility agreement dated January 6, 2024 (the “Credit Facility”). The Credit Facility is non-interest-bearing, unsecured and allows a maximum borrowing amount of up to US$1,000,000 over one-year period, ending on January 31, 2025.

For further information, please refer to the Company’s press release dated January 8, 2024.

_______________________________________

BULLETIN V2024-0201

TORQ RESOURCES INC. (“TORQ”)
BULLETIN TYPE:  Prospectus-Unit Offering
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

Effective December 22, 2023, the Company’s Prospectus Supplement to the Base Shelf Prospectus dated February 10, 2023, was filed with and accepted by TSX Venture Exchange and filed with and receipted by the Securities Commission, pursuant to the provisions of the Securities Act. 

TSX Venture Exchange has been advised that closing occurred on January 4, 2024, for gross proceeds of $4,031,578.

Agents:                                     

Paradigm Capital Inc., Red Cloud Securities Inc., and Beacon Securities Limited.

Offering:                                   

17,528,600 units.  Each unit consists of one share and one warrant.  Each warrant entitles the holder to purchase one share at $0.30 for five years from closing.

Unit Price:                                 

$0.23 per unit

Warrant Exercise Price/Term:     

$0.30 per share for five years from closing.

Agents’ Commission:               

$210,327.18 cash and 914,466 non-transferable broker warrants exercisable into one share at $0.23 for two years from closing.

________________________________________

BULLETIN V2024-0202

TRUSTBIX INC. (“TBIX”)
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on August 14, 2023:

Number of Shares:                   

4,500,000 common shares

Purchase Price:                         

$0.02 per share

Warrants:                                 

4,500,000 share purchase warrants to purchase 4,500,000 shares

Warrant Exercise Price:             

$0.05 per share for a period of 12 months from the date of closing

Number of Placees:                   

12 placees

 

Insider / Pro Group Participation:

Placees

# of Placee (s)

Aggregate # of Shares

Aggregate Existing Insider Involvement:

2

550,000

The Company issued news releases on October 16, 2023 and December 18, 2023, confirming closing of the private placement. 

________________________________________

BULLETIN V2024-0203

VIP ENTERTAINMENT TECHNOLOGIES INC. (“VIP”)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to the arm’s length Share Purchase Agreement (the “Agreement”) dated November 29, 2023 between the Company and Bet Rewards Ltd.  Pursuant to the terms of the Agreement, the Company will acquire 100% interest in Bet Rewards Ltd. 

As total consideration, the Company will issue 6,470,588 common shares of the Company at a deemed price of $0.085 per common share.

For further information, refer to the Company’s news releases dated December 13, 2023, December 15, 2023 and January 12, 2024.

_______________________________________

BULLETIN V2024-0204

XPLORE RESOURCES CORP. (“XPLR”)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 17, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for expedited filing the following three agreements:

An option agreement dated December 22, 2023 between Xplore Resources Corp. (the ‘Company’), as optionee, and two arm’s length parties, as optionors, whereby the Company will acquire a 100% interest in 11 unpatented mineral claims located in the Red Lake Mining District, Ontario, known as the Root Falls Property. Total consideration consists of $87,000 in staged cash payments, and 600,000 shares to be issued upon Exchange approval. In addition, there is a 1.5% net smelter return relating to the acquisition.  The Company may, at any time, purchase 0.5% of the net smelter return for $600,000 in order to reduce the total net smelter return to 1.0%.

An Option Agreement dated December 22, 2023 between the Company, as optionee, and three arm’s length parties, as optionors, whereby the Company will acquire a 100% interest in 18 unpatented mineral claims located in the Red Lake Mining District, Ontario, known as Cathy Creek Property, Aerial Lake Property and Raggy Creek Property.Total consideration consists of $204,000 in staged cash payments, and 900,000 shares issued upon Exchange approval. In addition, there is a 1.5% net smelter return relating to the acquisition.  The Company may, at any time, purchase 0.5% of the net smelter return for $500,000 in order to reduce the total net smelter return to 1.0%.

An option agreement dated December 22, 2023 between the Company, as optionee, and three arm’s length parties, as optionors, whereby the Company will acquire a 100% interest in six unpatented mineral claims located in the Red Lake Mining District, Ontario, known as Root North Property. Total consideration consists of $75,000 in staged cash payments, and 300,000 shares issued upon Exchange approval. In addition, there is a 1.5% net smelter return relating to the acquisition.  The Company may, at any time, purchase 0.5% of the net smelter return for $500,000 in order to reduce the total net smelter return to 1.0%.

_______________________________________

SOURCE TSX Venture Exchange