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TSX Venture Exchange Stock Maintenance Bulletins



VANCOUVER, Aug. 10, 2018 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  August 10, 2018
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on August 9, 2018 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)






ANB

2

Anglo-Bomarc Mines Ltd. (N.P.L.)

annual audited financial statements,

annual management's discussion

and analysis and certification of the

annuals filings.

     2018/03/31













 

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.

________________________________________

GOLDSTRIKE RESOURCES LTD. ("GSR")
BULLETIN TYPE:  Plan of Arrangement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

Pursuant to an arrangement agreement dated May 15, 2018, as amended on July 26, 2018, a special meeting of shareholders of Goldstrike Resources Ltd. ("Goldstrike") on July 26, 2018, and the final court order issued by the Supreme Court of British Columbia on July 30, 2018, Goldstrike has completed a plan of arrangement (the "Plan of Arrangement") under Division 5, Part 9 of the Business Corporations Act (British Columbia).  The Plan of Arrangement was completed at 12:01am PST on August 10, 2018, and has resulted in Luckystrike Resources Ltd. ("Luckystrike") indirectly acquiring Goldstrike's six 100% owned White Gold District properties, Goldstrike shareholders receiving one new common share of Goldstrike (a "New Goldstrike Share") in exchange for every common share of Goldstrike held (an "Old Goldstrike Share") and one common share of Luckystrike in exchange for every seven Old Goldstrike Shares held and holders of Goldstrike options and warrants exchanging such securities for new options and warrants of Goldstrike and Luckystrike.  Luckystrike will commence trading on the TSX Venture Exchange Tuesday August 14, 2018. 

Post - Arrangement:



Capitalization:

Unlimited  shares with no par value of which
190,343,723  shares are issued and outstanding


Escrow:

226,318

 

The trading symbol and CUSIP remain the same. 

For further information, please refer to Goldstrike's news releases dated July 26, 2018 and August 10, 2018.

________________________________________

HOIST CAPITAL CORP. ("HTE.P")
BULLETIN TYPE:  New Listing-CPC-Shares, Halt
BULLETIN DATE: August 10, 2018
TSX Venture Tier 2 Company

This Capital Pool Company's ('CPC') Prospectus dated July 19, 2018 has been filed with and accepted by TSX Venture Exchange and the British Columbia, Alberta and Ontario Securities Commissions effective July 20, 2018, pursuant to the provisions of the relevant Securities Act.  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.  The gross proceeds expected to be received by the Company for the Offering were $400,000 (4,000,000 common shares at $0.10 per share).

Commence Date:

At the opening Tuesday, August 14, 2018, the common shares will commence trading on TSX Venture Exchange.  Trading in the shares of the Company will be immediately halted pending receipt 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


11,200,000  common shares are issued and outstanding

Escrowed Shares:

7,200,000  common shares



Transfer Agent:


Odyssey Trust Company                      

Trading Symbol:


HTE.P

CUSIP Number:


43466R 10 7

Sponsoring Member:


Canaccord Genuity Corp.



Agent's Options:

400,000 non-transferable stock options. 
One option to purchase one share at $0.10 per share up to 24 months from date of listing.

 

For further information, please refer to the Company's Prospectus dated July 19, 2018.

Company Contact:

Arif Shivji

Company Address:

Suite 5100, 150-6th Ave


Calgary, AB


T2P 3Y7

Company Phone Number:

403 803-2150

Company Fax Number:

N/A

Company Email Address:

arif.shivji@shivjicfoservices.com

 

Seeking QT primarily in these sectors:

________________________________________

LUCKYSTRIKE RESOURCES LTD. ("luky")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: August 10, 2018
TSX Venture Tier 2 Company

New Listing-Shares

Effective at the opening on Tuesday August 14, 2018, the common shares of Luckystrike Resources Ltd. ("Luckystrike") will commence trading on TSX Venture Exchange (the "Exchange").  Luckystrike is classified as a "mining exploration" company (NAICS Number: 21222).

Luckystrike was incorporated under the British Columbia Business Corporation Act on January 10, 2018, to complete a spin-out of certain assets of Goldstrike Resources Ltd. ("Goldstrike") (TSXV: GSR) by way of a statutory plan of arrangement (the "Arrangement"). As a result of completing the Arrangement, Luckystrike owns the Lucky Strike property in Yukon, Canada.

The Arrangement was approved by Goldstrike shareholders on July 26, 2018 and the Supreme Court of British Columbia on July 30, 2018.

Pursuant to the Arrangement, the shareholders of Goldstrike as at the close of business on the "share distribution record date", August 10, 2018, will receive one (1) common share of Luckystrike for every 7 common shares of Goldstrike held.

In connection with the Arrangement, Luckystrike has conducted a non-brokered private placement of a total of 8,333,334 units at $0.30 per unit and a non-brokered private placement of 2,054,002 subscription receipts at $0.30 per subscription receipt for aggregate financing of $3,116,201 on August 10, 2018. Each unit was comprised of one common share and one share purchase warrant.  Each whole warrant is exercisable to purchase one common share at $0.60 for a period of 3 years from closing.

Corporate Jurisdiction:

Canada



Capitalization:

Unlimited common shares with no par value of which 37,579,297 common shares are issued and outstanding



Escrowed Securities:

9,732,245 shares


2,925,001 options


8,390,476 warrants





Transfer Agent:

Computershare Investor Services Inc. ? Vancouver

Trading Symbol:

LUKY

CUSIP Number:

54960W104

 

For further information, please refer to the Listing Application (Form 2B) dated August 8, 2018 of Luckystrike, which is available on SEDAR. Please also refer to the Management Information Circular dated June 20, 2018 of Goldstrike, which is available on SEDAR.

Company Contact:

Yilu (Lucy) Zhang

Company Address:

Suite 1010, 1130 West Pender Street, Vancouver, B.C.

Company Phone Number:

(604) 568-8807

Company Fax Number:

(604) 681-1884

Company Email Address: 

lucy.zhang@luckystrikeres.com

 

_____________________________

PETROSHALE INC. ("PSH.R")
BULLETIN TYPE:  Prospectus-Share Offering, New Listing-Subscription Receipts
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 1 Company

Effective July 27, 2018, the Company's Prospectus dated July 27, 2018 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta and Ontario Securities Commission.  The prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia and Saskatchewan. 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 will occur on August 14, 2018, for gross proceeds of $ 45,940,275.

Underwriters:

Haywood Securities Inc., Canaccord Genuity Corp., National Bank Financial Inc., Scotia Capital Inc. and Peters & Co. Limited



Offering:

24,832,581 subscription receipts ("Subscription Receipts")


Upon closing of the Company's acquisition transaction (the "Acquisition"), each holder of Subscription Receipts will receive one common share for each Subscription Receipt held, without payment of additional consideration or further action on the part of the holder thereof.



Share Price:

$1.85 per Subscription Receipt



Underwriters' Commission:

The Agent will be paid a cash commission equal to 6% of the gross proceeds of the Offering, other than $2 million of Subscription Receipts purchased by certain purchasers and identified by the Company to the Underwriters on or prior to the Closing Date, for which the Underwriters will receive a fee equal to 3%.



Greenshoe Option:

The Underwriters have granted an option (the "Option") to purchase up to an additional 3,243,300 Subscription Receipts at a price of $1.85 per Subscription Receipt for a period commencing at closing of the Offering and ending on the earlier of: (i) 30 days following closing of the Offering; and (ii) the date the Company confirms it will not be proceeding with the Acquisition. In the event the Option is exercised following the satisfaction of certain conditions, the Company will issue the same number of Common Shares in lieu of Subscription Receipts.

 

New Listing-Subscription Receipts

Effective at the opening on Tuesday, August 14, 2018, the Receipts will commence trading on TSX Venture Exchange.  The Company is classified as an 'Oil and Gas Exploration and Development' company.

Corporate Jurisdiction:

Alberta



Capitalization:

24,865,300 Subscription Receipts with no par value of which


24,832,581 Subscription Receipts are issued and outstanding



Transfer Agent:

TSX Trust Company

Trading Symbol:

PSH.R

CUSIP Number: 

71676H 14 8



Sponsoring Member:

Haywood Securities Inc.

 

For further information, please refer to the Company's Prospectus dated July 27, 2018.

________________________________________

NEX COMPANIES

CORONADO RESOURCES LTD. ("CRD.H")
BULLETIN TYPE:  Correction
BULLETIN DATE:  August 10, 2018
NEX Company

CORRECTION:
Further to the TSX Venture Exchange Bulletin dated August 9, 2018 the Bulletin should have read as follows:

Ex distribution trading in the common shares on a split-adjusted basis will commence on August 20, 2018, as of which date purchases of the common shares will no longer have the attaching entitlement to the additional shares.

The remainder of the bulletin remains unchanged.

________________________________________

18/08/10 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

AIM2 VENTURES INC. ("AIMB.P")
BULLETIN TYPE:  CPC-Information Circular
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2  Company

TSX Venture Exchange has accepted for filing the Company's CPC Information Circular dated August 8, 2018, for the purpose of mailing to shareholders and filing on SEDAR.

________________________________________

AMARILLO GOLD CORPORATION ("AGC")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 9,555,707 common shares to settle outstanding debt for $2,675,599.54 at a deemed price of $0.28 per share.

Number of Creditors:

8 Creditors






Insider / Pro Group Participation:


Creditor

Insider=Y/
ProGroup=P

Amount
Owing

Deemed Price
per Share

# of
Shares

Stratus Aeronautics Inc.

Y

$205,000.00

$0.28

732,142

Rostislav Raykov

Y

$150,000.00

$0.28

535,714

 

For further information please refer to the Company's news releases dated July 24, July 27 and August 9, 2018.

_________________________

COMMERCE ACQUISITION CORP. ("CAQ.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

Effective at 12.02 p.m. PST, August 9, 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.

________________________________________

COMMERCE ACQUISITION CORP. ("CAQ.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated August 9, 2018, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation pursuant to TSXV Policy 2.4 regarding a Qualifying Transaction.

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.

________________________________________

EARTHWORKS INDUSTRIES INC. ("EWK")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

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

Private Placements:


# of Warrants: 

1,419,000

Original Expiry Date of Warrants: 

August 15, 2018

New Expiry Date of Warrants:

December 31, 2018

Exercise Price of Warrants: 

$0.20

 

These warrants were issued pursuant to a private placement of 2,838,000 shares with 1,419,000 share purchase warrants attached, which was accepted for filing by the Exchange effective August 09, 2016.

# of Warrants: 

200,000

Original Expiry Date of Warrants:

August 31, 2018

New Expiry Date of Warrants:

December 31, 2018

Exercise Price of Warrants:

$0.20

 

These warrants were issued pursuant to a private placement of 200,000 shares with 100,000 share purchase warrants attached, which was accepted for filing by the Exchange effective December 01, 2015.

________________________________________

FIORE GOLD LTD. ("F")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing an Option Extension Agreement dated July 12, 2018 between Fiore Gold Ltd., Sociedad Legal Minera Río Loa Uno Uno De Diego De Almagro, Sociedad Legal Minera Río Loa Dos Uno De Diego De Almagro, Sociedad Legal Minera Río Loa Tres Uno De Diego De Almagro and Sociedad Legal Minera Río Loa Cuatro Uno De Diego De Almagro whereby an Option Agreement announced April 12, 2017 has been extended until July 12, 2019. Consideration is the issuance of an aggregate 150,000 common shares with a deemed price of $0.425 per share, for a total deemed value of $63,750. Other material terms of the Option Agreement remain unchanged.

For further information, please refer to the news release dated July 12, 2018.

________________________________________

FLYHT AEROSPACE SOLUTIONS LTD. ("FLY")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 27, 2018:

Convertible Debenture

$2,000,000



Conversion Price:

Convertible into common shares at a conversion rate of $1.30 per share at any time prior to maturity.



Maturity date: 

July 24, 2021



Warrants

769,200 warrants were issued at a rate of 0.3846 share purchase warrant for every $1 principal amount of debentures.


Each whole warrant shall be exercisable to acquire one common share of the corporation for a period of two years from the date of issuance at an exercise price of $1.45 per share.



Interest rate: 

8% per annum, accrued and paid annually in arrears



Number of Placees: 

16 Placees



Insider / Pro Group Participation:



Insider=Y /                                              


Name

ProGroup=P 

Principle Amount

Thomas R. Schmutz 

Y

$36,923

Alana Cecelia Forbes

Y

$5,000

Matieu Plamondon

Y

$5,000

Derek Graham

$5,000




Finder's Fee:

$84,375 cash payable to Leede Jones Gable Inc.

 

________________________________________

JAGUAR RESOURCES INC. ("JRI")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 7,148,003 shares to various Arms Length and Non-Arms Length creditors to settle outstanding debt for $ 8,577,603.

Number of Creditors:

27 Creditors









Insider / Pro Group Participation:











Insider=Y /

Amount

Deemed Price


Creditor

Progroup=P

Owing

per Share

# of Shares

Donald Cameron

Y

$74,887

$1.20

62,406

GHPE Consulting Ltd.

Y

$176,910

$1.20

147,425

Terroco Industries Ltd.

Y

$418,976

$1.20

349,147

Donald Murray Swanson

Y

$74,800

$1.20

62,334






Warrants:

None




 

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

________________________________________

JAGUAR RESOURCES INC. ("JRI")
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 36,667 bonus shares at a deemed price of $1.20 to various creditors that have entered into promissory note arrangements with the Company.

Number of Creditors:

4 Creditors


Insider / Pro Group Participation:

None

 

________________________________________

LORNE PARK CAPITAL PARTNERS INC. ("LPC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement") dated July 27, 2018, between Lorne Park Capital Partners Inc. (the "Company") and an arm's-length party to the Company (the "Vendor"), whereby the Company has agreed to acquire all of the issued and outstanding shares of Adaptive Asset Management Ltd. (the "Target") ? an independent portfolio manager based in Toronto, ON.

As consideration for the $350,000 purchase price of the Target, the Company will make aggregate cash payments of $150,000 and issue 500,000 common shares at a deemed value of $0.40 per share to the Vendor.

For further details, please refer to the Company's new release dated July 30, 2018.

________________________________________

LUND ENTERPRISES CORP. ("LEN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 16, 2018:

Number of Shares:

1,808,333 shares


Purchase Price:

$0.12 per share


Number of Placees: 

9 Placees


Insider / Pro Group Participation:



Insider=Y /

Name

ProGroup=P

# of Shares

Chet Idziszek

1,694,462

Ian Brown

Y

208,333

Vivian Danielson

Y

100,000

David Elliott

P

275,000

Andrew Williams

P

200,000

Aggregate Pro Group Involvement 


2 Placees        



 

________________________________________

MEGASTAR DEVELOPMENT CORP. ("MDV")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing agreements relating to the proposed acquisition of interests in three properties in Mexico from Minera Zalamera S.A. DE C.V. (the 'Optionor'). The Company has acquired interests in the Rama de Oro project pursuant to an option agreement dated May 9, 2018 ('Rama de Oro Agreement'), and the Yautepec and Magdalena projects pursuant to option agreements dated June 1, 2018 ('Yautepec and Magdalena Agreements'). 

Pursuant to the terms of the Rama de Oro Agreement, the Company will make a cash payment of US$35,000, issue 2,900,000 shares to the Optionor over two years, and complete US$350,000 of expenditures within two years.

Pursuant to the terms of the Yautepec and Magdalena Agreements, the Company will make cash payments of US$10,000, issue 3,100,000 shares in stages and complete US$540,000 of exploration expenditures over three years.

A 2% NSR will be granted to the Optionor for each property, once the option has been fully exercised, of which 1% of each royalty may be repurchased by the Company for US$1,650,000.

The transaction is arm's length in nature and there is no finder's fee payable. The Optionor may become an Insider of the Company with the share issuances contemplated under the agreements, and its controlling shareholder, Mr. David M. Jones, will be appointed to the board of directors of the Company on closing.

Please refer to the Company's news releases dated May 10, 2018, June 4, 2018 and August 9, 2018 for further details.

________________________________________

NEWSTRIKE BRANDS LTD. ("HIP")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to an Investment Agreement, dated May 22, 2018 and a Strategic Alliance Agreement, dated July 30, 2018 (collectively, the "Agreements"), between Newstrike Brands Ltd. (the "Company") and Inner Spirit Holdings Inc. ("Inner Spirit").

More specifically, the Company has acquired an equity interest in Inner Spirit and entered into a strategic alliance agreement for the retail distribution of Up Cannabis products and the creation and operation of Up Cannabis-branded lounges in each of Inner Spirit's stores.

Under the terms of the Agreements, the Company received 15,000,000 common shares of Inner Spirit and 7,500,000 common share purchase warrants to acquire 7,500,000 common shares of Inner Spirit in exchange for their $2,250,000 investment, comprised of $1,125,000 in cash and 1,250,000 common shares at a deemed value of $0.90 per share.  The Company will also issue up to 1,125,000 common share purchase warrants, each exercisable for a two year period at $0.99, based on certain performance based milestones achieved by Inner Spirit.

For further details, please refer to the Company's news releases dated May 23, 2018 and July 31, 2018.

________________________________________

VERTEX RESOURCE GROUP LTD. ("VTX")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 10, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation pursuant to a share purchase agreement dated July 12, 2018 (the "Agreement") between the Company and an arms length party whereby the Company acquired Three Star Trucking Ltd. Pursuant to the terms of the Agreement, the Company issued 2.6 million common shares being issued at a deemed price of $1.00 per common share, $4.4-million in cash and $1.9-million in non-interest-bearing promissory notes payable over two years, as well as assumption of $10.2-million in long-term debt offset by positive working capital of $6.3-million.

Insider / Pro Group Participation:

 None

 

For further information, please refer to the Company's press release dated July 13, 2018.

________________________________________

SOURCE TSX Venture Exchange


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