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19/09/03 - TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER , Sept. 3, 2019 /CNW/ -

TSX VENTURE COMPANIES

AGUIA RESOURCES LIMITED ("AGRL")
BULLETIN TYPE:  Delist
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 1 Companys

Effective at the close of business, Monday, September 16, 2019 , the common shares of Aguia Resources Limited will be delisted from TSX Venture Exchange at the request of the Company.

The Company will continue to trade on the Australian Stock Exchange.

________________________________________

ANGKOR RESOURCES CORP. ("ANK")
[formerly Angkor Gold Corp. ("ANK")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders on April 26, 2019 , the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening September 5, 2019 , the common shares of Angkor Resources Corp. will commence trading on TSX Venture Exchange, and the common shares of Angkor Gold Corp. will be delisted.  The Company is classified as a 'Gold Mining' company.

Capitalization:

Unlimited

shares with no par value of which


105,980,543

shares are issued and outstanding

Escrow:

  Nil

shares are subject to escrow



Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

ANK

(Unchanged)

CUSIP Number:

03476T105

(new)

 

________________________________________

J55 CAPITAL CORP. ("FIVE")
[formerly J55 Capital Corp. ("FIVE.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Plan of Arrangement, Remain Halted
BULLETIN DATE: September 3, 2019
TSX Venture Tier 2 Company                                          

TSX Venture Exchange (the "Exchange") has accepted for filing J55 Capital Corp.'s  ("J55" or the "Company", Enthusiast Gaming Holdings Inc. after the name change) Qualifying Transaction described in its joint management information circular dated July 23, 2019 (the "Joint Information Circular").  As a result, effective at the opening on September 5, 2019 , and the Company will no longer be considered a Capital Pool Company and will be listed as a Tier 2 industrial issuer on the TSX Venture Exchange.

1.   Qualifying Transaction-Completed

Pursuant to a non-arm's length amalgamation agreement dated May 30, 2019 as amended on June 19, 2019 (the "Amalgamation Agreement") J55 issued 309,572,066 post-first consolidated common shares (defined below) to Aquilini GameCo Inc. ("GameCo") shareholders on a 1:1 basis including the private placement shares and for the Luminosity acquisition, both described below (the "GameCo Transaction").

GameCo is a private eSports company incorporated pursuant to the BCBCA that is focused on identifying and pursuing opportunities to acquire or invest in complimentary businesses which would support the growth of its position as esports media enterprise for esports teams, players, streamers, audiences and enthusiasts. 

Immediately prior to the completion of the transaction contemplated by the Amalgamation Agreement (the "GameCo Transaction"), GameCo completed its acquisition of 100% of Luminosity Gaming Inc. and Luminosity Gaming ( USA ), LLC, a California company, (together, "Luminosity") pursuant to a share purchase agreement dated February 14, 2019 by the issuance of 60 million shares of GameCo based on a 1 for 1 share exchange ratio for a deemed value of $18 million and the issuance of a $2 million unsecured promissory note payable from GameCo to the founder of Luminosity.

The first consolidation was effective pursuant to a TSXV bulletin issued on August 26, 2019 whereby the Company consolidated its capital on a 1.25 old for 1 new basis.

For additional information refer to the Joint Information Circular available under the Company's profile on SEDAR and the Company's news release dated February 25, 2019 , March 20, 2019 , May 31, 2019 , June 20, 2019 , August 7, 2019 , August 27, 2019 , August 29, 2019 and September 3, 2019 .

2.  Private Placement-Brokered:

In connection with the Qualifying Transaction, GameCo completed a brokered private placement by issuing 83,334,000 subscription receipts at $0.30 per subscription receipt, for gross proceeds of $25,000,200 .  Each subscription receipt was converted into one common share of GameCo upon satisfaction of the escrow release conditions described in the Joint Information Circular, and such GameCo shares were exchanged for J55 shares pursuant to the GameCo Transaction.  

The agent's fee on the subscription receipt financing consisted of 6% of the aggregate gross proceeds of the subscription receipt offering other than sales to the President's List, (50% of which was paid at closing of that financing and 50% paid at escrow release). 

In connection with the Arrangement (defined herein), GameCo completed a bought deal private placement by issuing unsecured convertible debentures of GameCo (the "GameCo Debentures") in the aggregate principal amount of $10 million .  The GameCo Debentures were exchanged for equivalent J55 debentures pursuant to the GameCo Transaction, and were subsequently automatically converted into an aggregate of 22,222,222 J55 shares on completion of the Arrangement.  The Agent's fee on the debenture financing was 6% of the gross proceeds payable in cash at closing of that financing.

Further, GameCo secured a secured senior credit facility in the principal amount of $20 million from an arm's length party as described in J55's news release dated August 7 , 2019.  This loan matures 24 months from the completion of the Qualifying Transaction, and bears interest at a rate equal to the prime rate at that time plus 5.05%, calculated on the aggregate amount of the facility, compounded monthly. 

For additional information refer to the Joint Information Circular available under the Company's profile on SEDAR and the Company's news release dated February 25, 2019 , March 20, 2019 , May 31, 2019 , June 20, 2019 , August 7, 2019 , August 27, 2019 , August 29, 2019 and September 3, 2019 .

3. Plan of Arrangement:

The arrangement consists of an arm's length acquisition by J55 of all of the issued and outstanding shares of Enthusiast Gaming Holdings Inc. (the "Arrangement") (EGLX.V) ("Enthusiast") pursuant to an arrangement agreement dated May 30, 2019 (the "Arrangement Agreement").   Specifically, J55 has issued 4.22 post-first consolidated shares for each share of Enthusiast held or a total of 220,856,702 shares at a deemed value of $0.45 per share for aggregate consideration of $99,385,516 . 

The Exchange has been advised that the Arrangement was approved by both shareholders of J55 and Enthusiast at a special meeting of each company held on August 26, 2019 and approved by the Ontario Supreme Court pursuant to a final order dated August 29 , 2019.  The full particulars of the Arrangement are set forth in the Joint Information Circular which is available under the Company's profile on SEDAR. The Company's shareholders should refer to the Joint Information Circular for a summary of the procedures regarding the exchange of the Common Shares for the consideration to which they are entitled under the Arrangement, and the letters of transmittal they will receive.

Post - Arrangement:

Capitalization:

unlimited

shares with no par value of which


571,184,323

shares are issued and outstanding (post-first consolidation)



Transfer Agent:

Computershare Investor Services Inc

Trading Symbol:

FIVE

 (new)

CUSIP Number:

466139201

(UNCHANGED)

 

For further information, refer to the Company's news releases dated May 31, 2019 , June 20, 2019 , August 7, 2019 , August 27, 2019 , August 29, 2019 and September 3 , 2019. 

4. Remain Halted:

Trading will remain halted pending the completion of the Company's proposed 8 old for 1 new share consolidation and name change which are expected to occur September 5, 2019 , with trading expected to resume on September 9, 2019 .  

Company Contact:

Julia Becker, Head of Investor Relations

Company Address:

90 Eglinton Ave E. Suite 805 Toronto, ON M4P 2Y3

Company Phone Number:

604.785.0850

Company Email Address:

jbecker@enthusiastgaming.com

 

________________________________________

19/09/03 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ALX URANIUM CORP. ("AL")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Further to the bulletin dated August 28, 2014 with respect to the Property Purchase Agreement in connection with the acquisition of a 100% interest in claims located in the Athabasca Basin Region of Saskatchewan , TSX Venture Exchange has accepted for filing an amendment agreement dated August 19, 2019 between the Company and Anstag Mining Inc. ( Reza Mohammed ) whereby the deadline to spend $1,500,000 in exploration expenditures has been has been extended by 3 years to 2022. In consideration of the extension, the Company will issue 300,000 common shares.

________________________________________

CACHE EXPLORATION INC. ("CAY")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Property Purchase Agreement dated May 1, 2019 between Cache Exploration Inc. (the "Company") and Rachid Mogabgab (the "Vendor"), whereby the Company will acquire a 100% mineral interest in the "BC Gold Property" located in Mali , Africa.  In consideration, the Company will pay cash in the amount of $210,000 ( $135,000 in the first year) over two years and issue 2,500,000 shares to the Vendor upon closing.  Finder's fee in the amount of $5,000 in cash and 500,000 shares will be payable to LyFra Capital Inc. ( Nicole Vezina ).

________________________________________

COMMERCE RESOURCES CORP. ("CCE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Aug 12, 2019 :

Number of FT Shares:

752,272 flow through shares



Purchase Price:

$0.55 per flow through share



Warrants:

752,272 share purchase warrants to purchase 752,272 shares



Warrant Initial Exercise Price:

$0.75





Warrant Term to Expiry:

1 Year



Number of Placees:

3 Placees



Finder's Fee:


Mine Equities Ltd

$24,000.00 cash

                    

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.

The above information is a summary only.  Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document.  Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

________________________________________

FUSION GOLD LTD. ("FML.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 5.03 a.m. PST, September 3, 2019 , 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.

________________________________________

G2 GOLDFIELDS INC. ("GTWO")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 5.06 a.m. PST, September 3, 2019 , 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.

________________________________________

GOOD LIFE NETWORKS INC. ("GOOD")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 11.45 a.m. PST, September 3, 2019 , shares of the Company resumed trading, an announcement having been made.

________________________________________

GREAT BEAR RESOURCES LTD. ("GBR")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 9.45 a.m. PST, September 3, 2019 , shares of the Company resumed trading, an announcement having been made.

________________________________________

GREAT BEAR RESOURCES LTD. ("GBR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 6.08 a.m. PST, September 3, 2019 , 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.

________________________________________

HIGH MOUNTAIN CAPITAL CORPORATION ("BUZD.P")
BULLETIN TYPE:  CPC - Filing Statement
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated August 28 , 2019 for the purpose of filing on SEDAR.

________________________________________

ICO THERAPEUTICS INC. ("ICO")
B
ULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 19, 2019 :

Number of Shares:

41,200,000 shares



Purchase Price:

$0.05 per share



Warrants:

41,200,000 share purchase warrants to purchase 41,200,000 shares



Warrant Exercise Price:

$0.075 for a three year period



Number of Placees:

28 Placees

 

Insider / Pro Group Participation:                                                                        

Name

Insider=Y /
ProGroup=P

# of Shares

Aggregate Pro Group Involvement

P

7,700,000

[3 Placees]



 

Finder's Fee:

Leede Jones Gable Inc. - $140,000 cash and 2,800,000 finder's warrants


RBC Wealth Management - $2,400 cash and 48,000 finder's warrants


Acumen Capital Finance Partners Limited - $2,400 cash and 48,000 finder's warrants

 

Each non-transferable finder's warrant is exercisable into one common share at a price of $0.06 for a period of two years.

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated August 19, 2019 announcing the closing of the private placement and setting out the expiry date of the hold period. 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.

________________________________________

IMPERIAL MINING GROUP LTD. ("IPG")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange had accepted for filing documentation with respect to a Non-Brokered Private Placement:

Number of Shares:

4,461,112 common shares



Purchase Price:

1,750,000 shares at a price of $0.08 per share


2,711,112 shares at a price of $0.09 per share on a flow-through basis



Warrants:

1,750,000 share purchase warrants to purchase 1,750,000 common shares



Warrant Exercise Price:

$0.11 for a two years period following the closing date



Number of Placees:

7 Placees



Insider/Pro Group Participation:

 None



Finders' Fees:

An arm's length finder received $14,000 in cash and 155,556 non-
transferable finders' warrants, each entitling to acquire one common

share at the exercise price of $0.11 per share until November 17,
2020

 

The Company has confirmed the closing of the above-mentioned Private Placement pursuant to a new release dated May 17, 2019 .

IMPERIAL MINING GROUP LTD. ("IPG")
TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier
DATE DU BULLETIN : Le 3 septembre 2019
Société du groupe 2 de TSX croissance

Bourse de croissance TSX a accepté le dépôt de la documentation en vertu d'un placement privé sans l'entremise d'un courtier :

Nombre d'actions :

4 461 112 actions ordinaires



Prix de souscription:

1 750 000 actions au prix de 0,08 $ par action


2 711 112 actions au prix de 0,09 $ par actions sur une base accréditive



Bons de souscription :

1 750 000 bons de souscription permettant de souscrire à 1 750 000
actions ordinaires



Prix d'exercice des bons :

0,11 $ pendant une période de deux ans suivant la clôture



Numéro de souscripteurs :

7 souscripteurs



Participation initié / Groupe Pro :

Aucun



Honoraires d'intermédiation :

Un intermédiaire sans lien de dépendance a reçu 14 000 $ en espèces et 155 556 bons de souscription non-transférables, chacun permettant d'acquérir une action ordinaire au prix d'exercice de 0,11 $ par action jusqu'au 17 novembre 2020

 

La société a confirmé la clôture du placement privé mentionné ci-dessus dans le communiqué de presse du 17 mai 2019.

_________________________________________

K2 GOLD CORPORATION ("KTO")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Aug 02, 2019 :

Number of Shares:

14,000,000 shares



Purchase Price:

$0.25 per share



Warrants:

7,000,000 share purchase warrants to purchase 7,000,000 shares



Warrant Initial Exercise Price:

$0.40



Warrant Term to Expiry:

2 Years



Number of Placees:

101 Placees

 

Insider / Pro Group Participation:                                                                       

Name

 Insider=Y /
Pro-Group=P

# of Shares

Siwash Corporate Services Inc

Y

40,000

(Fred Leigh)



Rob Scott

Y

50,000

Jo Price

Y

40,000

Craig Roberts

Y

200,000

Steve Swatton

Y

200,000

John Robins

Y

700,000

Aggregate Pro-Group Involvement [11 Placees]

P

945,000

 

Finder's Fee:

Haywood Securities Inc

101,400 shares 

Canaccord Genuity Corp

358,200 shares 

Leede Jones Gable

48,000 shares   

PI Financial Corp

57,600 shares   

Cormark Securities Inc

84,000 shares   

National Bank Financial Inc

36,000 shares   

Echelon Wealth Partners

9,600 shares

 

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.

The above information is a summary only.  Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document.  Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

________________________________________

ROADMAN INVESTMENTS CORP. ("LITT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Aug 29, 2019 :

Number of Shares:

19,193,182 shares



Purchase Price:

$0.055 per share



Warrants:

9,596,591 share purchase warrants to purchase 9,596,591 shares



Warrant Initial Exercise Price:

$0.10



Warrant Term to Expiry:

2 Years



Number of Placees:

41 Placees

 

Insider / Pro Group Participation:                                                                       

Name

Insider=Y /
Pro-Group=P

# of Shares

Nikolay Vassev

Y

454,546

 

Finder's Fee:


Canaccord Genuity

$4,908.75 cash 

Mackie Research Capital Corporation

$7,680.75 cash; 139,650 warrants          

First Republic Capital Corporation

$6,999.30 cash; 127,260 warrants          

Canaccord Genuity Corp

  $13,328.70 cash; 242,340 warrants                    



Finder Warrant Initial Exercise Price:

$0.10



Finder Warrant Term to Expiry:

0.10 per share. expiry two years from date of issuance.

 

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.

The above information is a summary only.  Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document.  Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

________________________________________

SKY GOLD CORP. ("SKYG")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 5.48 a.m. PST, September 3, 2019 , 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.

________________________________________

SKY GOLD CORP. ("SKYG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 11.00 a.m. PST, September 3, 2019 , shares of the Company resumed trading, an announcement having been made.

________________________________________

SOUTHERN SILVER EXPLORATION CORP. ("SSV")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jul 24, 2019 :

Number of Shares:

21,032,500 shares



Purchase Price:

$0.20 per share



Warrants:

21,032,500 share purchase warrants to purchase 21,032,500 shares



Warrant Initial Exercise Price:

$0.25



Warrant Term to Expiry:

5 Years



Number of Placees:

85 Placees



 

Insider / Pro Group Participation:

                                                                       

Name

 Insider=Y /
Pro-Group=P

# of Shares

Electrum Global Holdings L.P

Y

500,000

(Thomas S. Kaplan)



(Joshua Fink)



(Eric N.  Vincent)



(Michael H. Williams)



Aggregate Pro-Group Involvement [3 Placees]

P

285,000

 

Finder's Fee:


Haywood Securities Inc

$18,200.00 cash; 91,000 warrants                      

Canaccord Genuity Corp

$134,260.00 cash; 671,300 warrants                   

Gerhard Merkel

$6,825.00 cash; 34,125 warrants

Mackie Research Capital Corporation

$3,500.00 cash; 17,500 warrants

EMD Financial Inc

$9,520.00 cash; 47,600 warrants



Finder Warrant Initial Exercise Price:

$0.25



Finder Warrant Term to Expiry:

Each finder's warrant is exercisable into one share for 5 years

 

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.

The above information is a summary only.  Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document.  Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

________________________________________

SUGARBUD CRAFT GROWERS CORP. ("SUGR") ("SUGR.WT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 3, 2019
TSX Venture Tier 2 Company

Effective at 7.15 a.m. PST, September 3, 2019 , shares of the Company resumed trading, an announcement having been made.

________________________________________

SOURCE TSX Venture Exchange


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