TSX Venture Exchange Stock Maintenance Bulletins
Canada NewsWire
VANCOUVER, BC, April 29, 2024
VANCOUVER, BC, April 29, 2024 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN V2024-1225
CONTACT GOLD CORP. ("C")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated February 25, 2024, between Contact Gold Corp. (the "Company") and Orla Mining Ltd. ("Orla"), under the provisions of the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
Pursuant to the Plan of Arrangement, shareholders of the Company received 0.0063 of a share of Orla for each common share of the Company held.
The Exchange has been advised that approval of the Plan of Arrangement by the Company's securityholders was received at a special meeting of securityholders held on April 23, 2024 and that the final court order approving the Plan of Arrangement was received from the Supreme Court of British Columbia on April 25, 2024. The Plan of Arrangement was completed on April 29, 2024.
Delist:
In conjunction with the closing of the Plan of Arrangement, the Company will be delisted from the Exchange. Accordingly, effective at the close of business, Tuesday, April 30, 2024 the common shares of the Company will be delisted.
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BULLETIN V2024-1226
GBLT CORP. ("GBLT")
BULLETIN TYPE: Delist
BULLETIN DATE: April 29, 2024
TSX Venture Tier 1 Company
Effective at the close of business on May 13, 2024, the common shares of GBLT Corp. will be delisted from the TSX Venture Exchange at the request of the Company. The Company obtained the director's resolution on February 07, 2024, authorizing the delist. The Company's majority of minority shareholders approved the delisting pursuant to an annual general and special meeting of shareholders held on April 26, 2024.
For further details, please refer to the Company's news releases dated March 1, 2024 and April 26, 2024.
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BULLETIN V2024-1227
KOOTENAY RESOURCES INC. ("KTRI")
BULLETIN TYPE: New Listing-Shares
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
New Listing-Shares:
Effective at the opening Wednesday, May 1, 2024 the common shares of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Junior Mining' company.
Corporate Jurisdiction: | British Columbia |
Capitalization: | Unlimited common shares with no par value of which |
39,433,539 common shares are issued and outstanding | |
Escrowed Shares: | 11,131,465 common shares subject to Tier 2 Value Escrow |
Transfer Agent: | Computershare Investor Services Inc. |
Trading Symbol: | KTRI |
CUSIP Number: | 50058V 10 7 |
For further information, please refer to the Form 2B Listing Document, dated November 28, 2023. available on SEDAR+, as well as the Company's news releases dated March 13, 2024 and April 26, 2024.
Company Contact: | Rajwant Kang, CFO |
Company Address: | Suite 1125 – 595 Howe Street, |
Vancouver, BC | |
V6C 2T5 | |
Company Phone Number: | (604) 601-5650 |
Company Email Address: |
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BULLETIN V2024-1228
THS MAPLE HOLDINGS LTD. ("YAY")
[formerly Toronto Cleantech Capital Inc. ("YAY.P")]
BULLETIN TYPE: Qualifying Transaction - Completed, Name Change, Symbol Change, Private Placement – Non-Brokered, Resume Trading
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing Toronto Cleantech Capital Inc.'s (the "Company") qualifying transaction (the "Transaction") described in its Filing Statement dated April 15, 2024 (the "Filing Statement"). As a result, at the opening on Wednesday, May 1, 2024, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:
The Company acquired all of the issued and outstanding shares of THS LP (the "Target") and issued 25,675,100 common shares in the capital of the Company to the existing shareholders of the Target (not including the common shares issued in the Financing, as defined below).
Name Change
The name of the Company has been changed from " Toronto Cleantech Capital Inc." to "THS Maple Holdings Ltd.".
Effective at the opening Wednesday, May 1, 2024, the common shares of THS Maple Holdings Ltd. will commence trading on TSX Venture Exchange, and the common shares of Toronto Cleantech Capital Inc. will be delisted.
Private Placement – Non-Brokered
Prior to the completion of the Transaction, the Company through a subsidiary ("Finco"), completed a brokered private placement of common shares of Finco, which have been exchanged into the following securities in the Company:
Number of Shares: 22,964,000 common shares
Purchase Price: $0.184 per common share
Number of Placees: 106 placees
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Units |
Aggregate Existing Insider Involvement: | 18 | 7,356,679 |
The Company issued a news release dated April 26, 2024 confirming the closing of the Transaction, and the release of net proceeds from the Financings to the Company.
Corporate Jurisdiction: Ontario
Capitalization: Unlimited number of common shares with no par value of which 60,339,100 common shares are issued and outstanding.
Escrow: 34,675,100 common shares
Transfer Agent: TSX Trust Company
Trading Symbol: YAY (new)
CUSIP Number: 87252F108 (new)
For further information, please refer to the Company's Filing Statement dated April 15, 2024.
The Resulting Issuer is classified as a "All other specialty food retailers" company (NAICS 445298)
Resume Trading
Further to TSX Venture Exchange's Bulletin dated May 2, 2023, trading in the securities of the Resulting Issuer will resume at the opening on Wednesday, May 1, 2024.
Effective at the opening on Wednesday, May 1, 2024., the trading symbol for the Company will change from "YAY.P" to "YAY".
Company Contact: Tom Zaffis, Chief Executive Officer
Company Address: 1037 Bd Industriel, Granby, QC J2J 2B8
Company Phone Number: 450-539-4822
Company Email Address: tom@turkeyhill.ca
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24/04/29 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN V2024-1229
ADYA INC. ("ADYA")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to an arms length share purchase agreement dated May 02, 2023 (the "Agreement"), between Telehop Agencies Inc. (the "Subco"), a subsidiary of the Company and an arms length party: 1532245 Ontario Inc. (the "Purchaser"). Pursuant to the Agreement, the Purchaser will acquire from the Subco a 100% interest in Ellora Telecom Philippines Inc., a call centre business operating in the Philippines.
As consideration, the Purchaser paid an aggregate cash consideration of $420,000 to the Company.
For further details, please refer to the Company's news release dated April 26, 2024.
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BULLETIN V2024-1230
CERRADO GOLD INC. ("CERT")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,433,150 common shares at a deemed value of $0.1968 per share to settle outstanding debt for USD$498,630.14.
Number of Creditors: 1 Creditor
For more information, please refer to the Company's news release dated April 25, 2024.
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BULLETIN V2024-1231
CRITERIUM ENERGY LTD. ("CEQ")
BULLETIN TYPE: Share Purchase Agreement
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to the Sale and Purchase Agreement dated June 14, 2023, Amending Agreement to the Sale and Purchase Agreement dated October 6, 2023, and Second Amending Agreement to the Sale and Purchase Agreement dated December 18, 2023 (collectively the "Agreements") where by Criterium Energy Ltd. (the "Company") has acquired all the issued and outstanding shares of Mont D'Or Petroleum Ltd. ("MOPL") for consideration of US$1 and issued 10,821,273 common shares to a major shareholder of MOPL as a Success Fee for successfully negotiating existing MOPL debt. In conjunction with the consideration being paid, the Agreements includes the following to a group of existing MOPL lenders (the "Lenders"): i) firm write-down of US$500,000 and potentially up to US$4,300,000 in write-downs of existing MOPL debt, and ii) the reduction of existing MOPL debt by making an aggregate cash payment of US$4,060,000, issuance of 22,235,055 common shares of the Company at closing to a certain lender (the "Lender"), and issuance of a convertible note to common shares of the Company valued at approximately US$3,000,000 with maturity date of December 31, 2025. Each common share issued to the Lender is subject to one (1) contingency payment right that entitles the Lender to a cash payment from Company on the third anniversary of the common shares issuance date (the "Issuance Date") equal to the sum of the market price at the time of issuance (the "Issuance Price") plus the product of the Issuance Price multiplied by fifteen percent per annum from the Issuance Date, the total payout amount is dependent to the remaining number of common shares held by the Lender at the date of maturity. The Company paid a non-refundable deposit of US$200,000 to the shareholders of MOPL. Upon closing of the transaction, MOPL will become a wholly owned subsidiary of the Company. The transaction is arm's length in nature. MOPL holds 100% interest in the Tungkal PSC and West Salawati PSC located in Indonesia, which are producing oil & gas assets.
For further details, please refer to the Company's news releases dated September 22, 2023, October 5, 2023, October 21, 2023, November 7, 2023, December 18, 2023, January 4, 2024 and April 26, 2024.
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BULLETIN V2024-1232
CRITERIUM ENERGY LTD. ("CEQ")
BULLETIN TYPE: Prospectus-Unit Offering
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
The Company's Prospectus dated October 19, 2023 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta Securities Commission, pursuant to the provisions of the Alberta 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 British Columbia, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador. 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 occurred on November 7, 2023, for gross proceeds of $6,700,100.
Underwriter: | Research Capital Corporation |
Offering: | 60,910,000 subscription receipts ("Subscription Receipt"). Each Subscription Receipt will be exchanged for 1 unit ("Unit"). Each Unit consists of 1 common share ("Common Share") and 1 warrant ("Warrant"). |
Subscription Receipt Price: | $0.11 per Subscription Receipt |
Warrant Exercise Price/Term: | $0.14 per Warrant for 5-year period |
Underwriters' Commission: | Cash commission of $349,576 and 3,177,774 broker warrants ("Broker Warrants"). Each Broker Warrant entitles the holder acquire 1 Unit, consisting of one Common Share and Warrant. Each Warrant entitles the holder to acquire an additional common share for $0.14 for a period of 5-years. |
Over-Allotment Option: | The Company granted the Underwriter an option to purchase an additional 9,136,500 Subscription Receipt at $0.11 per Subscription Receipt for gross proceeds of $1,005,015, which expired December 7, 2023. No Over-Allotment Options were exercised. |
The Subscription Receipts are governed by the terms and conditions of a subscription receipt agreement dated November 3, 2023 and amendment to subscription receipt agreement dated January 2, 2024, among the Company, Odyssey Trust Company and Research Capital Corporation, and were issued pursuant to the Company's Prospectus.
For further information, please refer to the Prospectus dated October 19, 2023, and the Company's news releases dated September 22, 2023, October 5, 2023, October 21, 2023, November 7, 2023, December 18, 2023, and January 4, 2024, which are available under the Company's profile on SEDAR+.
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BULLETIN V2024-1233
DELPHX CAPITAL MARKETS INC. ("DELX")
BULLETIN TYPE: Private Placement Non-Brokered
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on April 24, 2024:
Number of Shares: | 5,000,000 common shares |
Purchase Price: | $0.08 per share |
Warrants: | 5,000,000 common share purchase warrants to purchase 5,000,000 shares |
Warrant Exercise Price: | $0.20 for a five-year period from the date of issuance. |
Number of Placees: | 5 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares |
Aggregate Existing Insider Involvement: | 2 | 2,812,500 |
Aggregate Pro Group Involvement: | N/A | N/A |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Warrants | |
Finder's Fee: | $ 11,200.00 | N/A | 140,000 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.20 for period of five years from the date of issuance.
Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release on April 24, 2024, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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BULLETIN V2024-1234
INSPIRE SEMICONDUCTOR HOLDINGS INC. ("INSP")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 15, 2024:
Number of Shares: | 633,334 subordinate voting shares |
Purchase Price: | $0.15 per share |
Warrants: | 316,667 share purchase warrants to purchase 316,667 subordinate voting shares |
Warrant Exercise Price: | $0.20 for a three-year period, subject to accelerated expiry |
Number of Shares: | 9,504 proportionate voting shares |
Purchase Price: | $15 per share ($0.15 per subordinate voting share on a fully converted basis) |
Warrants: | 4,752 share purchase warrants to purchase 4,752 proportionate voting shares |
Warrant Exercise Price: | $20 for a three-year period, subject to accelerated expiry ($0.20 per subordinate voting share on a fully converted basis). Each PV Share issued in connection with the Financing, or upon exercise of a PV Warrant will be convertible into 100 SV Shares at the option of the holder and upon the terms outlined in the Company's articles. |
Number of Placees: | 7 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares |
Aggregate Existing Insider Involvement: | NA | NA |
Aggregate Pro Group Involvement: | NA | NA |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Warrants | |
Finder's Fee: | NA | NA | NA |
The Company issued a news release on April 1, 2024 and April 9, 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.
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BULLETIN V2024-1235
ISOENERGY LTD. ("ISO")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 125,274 shares at a deemed price of $4.1908 per share to settle outstanding debt for $524,998.28.
Number of Creditors: 1 Creditor
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 | $524,998.28 | $4.1908 | 125,274 |
Aggregate Pro Group Involvement: | N/A | N/A | N/A | N/A |
Please refer to the Company's news release dated April 25, 2024 for further details.
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BULLETIN V2024-1236
NUGEN MEDICAL DEVICES INC. ("NGMD")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,000,000 common shares to settle outstanding debt for EUR€$275,000 (approximately CDN$400,000).
Number of Creditors: 1 Creditor
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: | N/A | N/A | N/A | N/A |
Aggregate Pro Group Involvement: | N/A | N/A | N/A | N/A |
For further details, please refer to the Company's news release dated April 15, 2024. The Company shall issue a news release when the shares are issued and the debt extinguished.
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BULLETIN V2024-1237
SANATANA RESOURCES INC. ("STA")
BULLETIN TYPE: Warrant Term Extension
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:
Private Placement:
# of Warrants: 6,883,333
Original Expiry Date of Warrants: May 11, 2024
New Expiry Date of Warrants: November 11, 2024
Exercise Price of Warrants: $0.20
# of Warrants: 1,035,000
Original Expiry Date of Warrants: June 1, 2024
New Expiry Date of Warrants: December 1, 2024
Exercise Price of Warrants: $0.20
These warrants were issued pursuant to a private placement of 15,836,667 shares with 7,918,333 share purchase warrants attached, which was accepted for filing by the Exchange effective June 8, 2022.
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BULLETIN V2024-1238
SELECT SANDS CORP. ("SNS")
BULLETIN TYPE: Halt
BULLETIN DATE: April 29, 2024TSX Venture Tier 2 Company
Effective at 9:55 a.m. PST, April 29, 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 V2024-1239
SELECT SANDS CORP. ("SNS")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
Effective at 10:45 a.m. PST, April 29, 2024, shares of the Company resumed trading, an announcement having been made.
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BULLETIN V2024-1240
STANDARD LITHIUM LTD. ("SLI")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: April 29, 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 $2,353,590 and $9,036,291 USD pursuant to the ATM Distribution during the quarterly period beginning on January 1, 2024 and ending on March 31, 2024 ("Quarterly Period"), as set out below:
Agents: | Citigroup Global Markets Inc. and Canaccord Genuity LLC. |
Offering: | 1,284,300 common shares in the capital of the Company sold on the Exchange ("TSXV Shares") in aggregate during the Quarterly Period. |
6,409,900 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 $1.83 per TSXV Share and $1.41 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 $58,840 and $225,907 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 April 12, 2024, which are available under the Company's SEDAR and EDGAR profiles.
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BULLETIN V2024-1241
THE PLANTING HOPE COMPANY INC. ("MYLK")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,407,464 subordinate voting shares ("SV Shares") at $0.108 per SV Share to settle outstanding accrued interest payments of $368,091.15.
Number of Creditors: 52 Creditors
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: | 3 | $3,595.62 | $0.108 | 33,285 |
Aggregate Pro Group Involvement: | 3 | $2,974.25 | $0.108 | 27,533 |
For more information, please refer to the Company's news releases dated May 19, 2024 and April 26, 2024.
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BULLETIN V2024-1242
WORLD COPPER LTD. ("WCU")
BULLETIN TYPE: Private Placement – Non-Brokered
BULLETIN DATE: April 29, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 27, 2024:
Number of Shares: | 69,547,069 common share units ("Units"), each Unit consisting of one common share in the capital of the Company ("Share") and one Share purchase warrant ("Warrant"). |
Purchase Price: | $0.07 per Unit. |
Warrants: | 34,773,535 Warrants to purchase 34,773,535 Shares. |
Warrant Price: | $0.17 exercisable for a period of 2 years from the date of issuance. |
Number of Placees: | 43 placees. |
Insider / Pro Group Participation: | ||
Insider= Y / | ||
Name | Pro Group= P | Number of Units |
Aggregate Existing Insider Involvement: | ||
[4 Existing Insiders] | Y | 16,899,999 |
Aggregate Pro Group Involvement: | ||
[3 Pro Group Members] | P | 1,264,285 |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Finder Warrants | |
Finder's Fee: [7 Finders] | $64,393 | N/A | 765,900 |
Finder Warrants are exercisable at $0.17 per Finder Share for a period of 2 years from the date of issuance. | |||
The Company issued news releases on April 12, 2024, and on April 26, 2024, to confirm the closings 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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SOURCE TSX Venture Exchange
