VANCOUVER, BC, March 12, 2024 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN V2024-0760
FARSTARCAP INVESTMENT CORP. ("FRS.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 12, 2024
TSX Venture Tier 2 Company
Effective at the opening, Thursday, March 14, 2024, the securities of Farstarcap Investment Corp. (the "Company") will resume trading. Further to the Exchange Bulletin dated September 13, 2023, a news release was issued on February 26, 2024, announcing that the Company will not be proceeding with its proposed transaction. The transaction contemplated would have constituted a Qualifying Transaction as defined under Exchange Policy 2.4.
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BULLETIN V2024-0761
GAMESQUARE HOLDINGS INC. ("GAME")
BULLETIN TYPE: Amalgamation, Private Placement-Non-Brokered, Shares for Bonuses, Property-Asset or Share Disposition Agreement
BULLETIN DATE: March 12, 2024
TSX Venture Tier 2 Company
Amalgamation
TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with GameSquare Holdings Inc. (the "Company") and a Plan of Merger (the "Merger Agreement") dated October 19, 2023, between the Company and an arm's length party, Faze Holdings Inc. (NASDAQ:FAZE). Pursuant to the Merger Agreement, a wholly-owned subsidiary of the Company merged with and into FaZe, with FaZe surviving the merger, such that following the merger, the surviving entity will continue as a wholly owned subsidiary of the Company.
Under the terms of the Merger Agreement, the Company acquired FaZe for the following consideration: 1) Shareholders of FaZe received 0.13091 Company shares in return for each share of FaZe, for a total of 10,132,951 common shares in the capital of the Company 2) Any cash in lieu of fractional common shares of the Company, payable in accordance with the Merger Agreement 3) Any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such share of Company Common Stock, payable in accordance with the Merger Agreement.
For further details, refer to the Company's Management Information Circular dated February 1, 2024, which is available under the Company's profile on SEDAR+, and the Company's news releases dated March 8, 2024.
The Company is classified as an arts entertainment and recreation company.
The Exchange has accepted for filing the continuation of the Company from the Province of British Columbia to the laws of the State of Delaware as approved by the shareholders of the Company on February 27, 2024. The Company has advised the Exchange that the change was effective March 7, 2024. For information about the rights of shareholders the laws of the State of Delaware, see the Company's Management Information Circular dated February 1, 2024, which is available under the Company's profile on SEDAR+.
In conjunction with the change in corporate jurisdiction, the CUSIP number will be changed to 36468G103 effective at the opening on Thursday, March 14, 2024.
Post – Amalgamation | |
Capitalization: | unlimited shares with no par value of which |
30,316,324 shares are issued and outstanding |
Transfer Agent: | Computershare Investor Services Inc. |
Trading Symbol: | GAME (no change) |
CUSIP Number: | 36468G103 (new) |
Company Contact: John Wilk, Chief Legal Officer
Company Address: 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034
Company Phone Number: (216) 464-6400
Company Email Address: [email protected]
Private Placement-Non-Brokered
The Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 8, 2024:
Number of Shares: | 7,194,244 shares |
Purchase Price: | $2.08 per share |
Warrants: | 1,079,136 share purchase warrants to purchase 1,079,136 shares |
Warrant Exercise Price: | $2.08 for a five-year period |
Number of Placees: | 11 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares |
Aggregate Existing Insider Involvement: | 3 | 5,071,942 |
Aggregate Pro Group Involvement: | N/A | N/A |
The Company issued a news release on March 8, 2024 confirming closing of the private placement.
Shares for Bonuses
The Exchange has accepted for filing the Company's arm's length agreement to issue an aggregate of 909,490 common shares to two incoming employees of the Issuer as approved by the shareholders of the Company on February 27, 2024. For further details, please refer to the Company's news release dated March 8, 2024.
Property-Asset or Share Disposition Agreement
The Exchange (the "Exchange") has accepted for filing documentation in connection with the Company's non-arm's length disposition, dated March 1, 2024, between GameSquare Esports (USA), Inc. (the "Seller") and Global Esports Properties, LLC (the "buyer").
Pursuant to the terms and subject to the conditions of the Agreement, the Buyer shall pay up to an aggregate purchase price of USD $10,360,000 to be satisfied in the following manner: (i) a one-time cash payment of USD $750,000 upon closing (ii) a secured promissory note payable to the Company in the principal amount of USD $9,000,000. The principal amount will accrue interest at a rate equal to 3% per annum and is payable in cash on the date that is thirty-six months after the issuance date.
For further details, please refer to the Company's news release dated March 4, 2024.
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24/03/12 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN V2024-0762
CLOUD DX INC. ("CDX")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: March 12, 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 7, 2023:
Convertible Debenture | $1,942,000 |
Conversion Price: | Convertible into 19,420,000 common shares at a conversion price of $0.10 per share |
Maturity date: | 36 months from the issuance |
Warrants | 19,420,000 common share purchase warrants, with each warrant exercisable to purchase one common share at a price of $0.15 for a period of 36 months after closing, subject to accelerated expiry as further described in the December 29, 2023 press release. |
Interest rate: | 18% per annum |
Number of Placees: | 14 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares upon |
Aggregate Existing Insider Involvement: | 1 | 670,000 |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Warrants | |
Finder's Fee: | $89,360 | N/A | 893,600 |
Finder's Warrants Terms: each warrant entitles the holder to purchase one common share at a price of $0.15 for a period of 3 years from the date of issuance.
The Company issued a news release on December 29, 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.
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BULLETIN V2024-0763
DRYDEN GOLD CORP. ("DRY")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 12, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to property payments made pursuant to the Tremblay Option Agreement between the Company and an arm's length party, previously disclosed in the Company's Filing Statement dated December 27, 2023. To exercise its option, the Company must fund minimum exploration expenditures of $1,200,000 and make remaining payments subsequent to listing in the aggregate amount of $350,000 (payable as 50% cash and 50% shares).
For further details, please refer to the Company's news release dated February 22, 2024 and the Company's Filing Statement dated December 27, 2023.
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BULLETIN V2024-0764
EUROMAX RESOURCES LTD. ("EOX")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s, Replacement
BULLETIN DATE: March 12, 2024
TSX Venture Tier 2 Company
Further to a convertible debenture issued pursuant to a private placement originally accepted by the TSX Venture Exchange (the "Exchange") effective June 7, 2016, and various amendments accepted by the TSX between 2018 and 2023, the Exchange has consented to a new replacement of the Original Convertible Debenture (the "Replacement Convertible Debenture"). The Company is not receiving any new additional funds.
Convertible Debenture | USD$5,000,000 principal amount of unsecured Convertible Debenture (unchanged) |
Conversion Price: | The principal amount is convertible into 42,246,666 common shares at a conversion price of CDN$0.15 per share. (unchanged) |
Original Maturity Date: | February 28, 2024 |
Replacement Maturity Date: | February 28, 2025 (new) |
Interest rate: | 20% for the period from and including April 30, 2018 to and excluding March 31, 2019 and 7% for the period from and including March 31, 2019 to and excluding February 28, 2025 (unchanged). Any accrued interest and fees payable in securities is subject to prior Exchange acceptance at the time it becomes payable. |
Number of Placees: | 1 placee (unchanged) |
For further information, please refer to the Company's press releases dated February 6, 2024 and February 28, 2024.
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BULLETIN V2024-0765
GOLD BULL RESOURCES CORP. ("GBRC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 12, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 1, 2024
Number of Shares: | 5,038,087 shares |
Purchase Price: | $0.27 per share |
Warrants: | 5,038,087 share purchase warrants to purchase 5,038,087 shares |
Warrant Exercise Price: | $0.40 for a three-year period |
Number of Placees: | 35 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares |
Aggregate Existing Insider Involvement: | 3 | 690,371 |
Aggregate Pro Group Involvement: | 6 | 480,555 |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Warrants | |
Finder's Fee: | CAD$10,214.99 | NIL | 37,833 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.40 for a three-year period.
The Company issued a news release on March 7, 2024 confirming closing of the private placement.
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BULLETIN V2024-0766
INDIVA LIMITED ("NDVA")
BULLETIN TYPE: Halt
BULLETIN DATE: March 12, 2024
TSX Venture Tier 1 Company
Effective at 5:45 a.m. PST, March 12, 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 V2024-0767
INDIVA LIMITED ("NDVA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 12, 2024
TSX Venture Tier 1 Company
Effective at 6:30 a.m. PST, March 12, 2024, shares of the Company resumed trading, an announcement having been made.
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BULLETIN V2024-0768
INEO TECH CORP. ("INEO")
BULLETIN TYPE: Private Placement - Non-Brokered, Convertible Debenture
BULLETIN DATE: March 12, 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 12, 2024:
Convertible Debenture | $570,000 |
Conversion Price: | Convertible into a maximum of 6,705,882 common shares at $0.085 per share during the first year and at $0.10 per share for the second and third years. |
Maturity date: | Three years from issuance |
Interest rate: | 12% per annum |
Number of Placees: | 16 placees |
Insider / Pro Group Participation: | ||
Placees | # of Placee (s) | Aggregate # of Shares |
Aggregate Existing Insider Involvement: | 1 | 1,247,058 |
Aggregate Pro Group Involvement: | 3 | 1,652,939 |
Aggregate Cash | Aggregate # of Shares | Aggregate # of Warrants | |
Finder's Fee: | $29,120 | N/A | 342,586 |
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.085 for a three-year period.
The Company issued a news release on January 31, 2024, and February 16, 2024, confirming the closing of the private placement.
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BULLETIN V2024-0769
OSISKO METALS INCORPORATED ("OM")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: March 12, 2024
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing a disposition of 5.4% interest (the "Interest") in Pine Point Mining Limited ("PPML") pursuant to a share purchase agreement (the "Agreement") between the Company and a non-arm's length party (the "Purchaser"). PPML, a joint venture entity owned by the Company and the Purchaser, is the owner of the Pine Point Project located on the south shore of Great Slave Lake in the Northwest Territories.
Pursuant to the terms of the Agreement, the Purchaser will pay $6,663,990.36 to the Company to purchase 17,190,740 class B common shares in the capital of PPML for the Interest at a price of C$0.38765 per share. Additional consideration may be provided if a positive final investment decision is reached. The Interest is in addition to the Purchaser's earn-in right of up to 60% interest in PPML, as approved by the Exchange under its bulletin dated May 12, 2023.
For further details, please refer to the Company's news releases dated February 22, 2024.
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SOURCE TSX Venture Exchange
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