TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, April 14, 2023 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  April 14, 2023
TSX Venture Company

A Cease Trade Order has been issued by the by the Ontario and Quebec Securities Commissions on April 13, 2023, against the following Company for failing to file the document indicated within the required time period:

Symbol	Tier     Company	Failure to File	Period Ending (Y/M/D)
NHP	2      Lumiera Health Inc.	Annual Financial Statements	2022/11/30
		MD&A and Certification of Annual Filings	2022/11/30

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 Company during the period of the suspension or until further notice.

TYPE DE BULLETIN : Interdiction d'opérations sur valeurs
DATE DU BULLETIN : Le 14 avril 2023
Société TSX Croissance

Une interdiction d'opérations sur valeurs a été émise le 13 avril 2023 par l'Autorité des marchés financiers envers la société suivante pour défaut de déposer le document indiqué dans la période prescrite :

Symbole       Groupe	Société	Défaut de déposer	Période se terminant (A/M/J)
(« NHP »)          2	Lumiera Santé  Inc.	États financiers annuels	2022/11/30
		Rapport de gestion et attestations annuelles	2022/11/30

Suite à l'interdiction d'opérations sur valeurs, la négociation des titres de la société demeurera suspendue jusqu'à ce que la société réponde aux normes de Bourse de croissance TSX. Il est interdit aux membres de transiger les titres de la société durant la période de suspension ou jusqu'à un avis ultérieur.

________________________________________

5D ACQUISITION CORP. ("FIVD.P")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

Further to TSX Venture Exchange bulletin dated April 12, 2023, effective at the open of market, April 18, 2023 shares of the Company will resume trading.

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HAWKEYE GOLD & DIAMOND INC. ("HAWK")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

Pursuant to a directors' resolution passed on March 24, 2023, the Company has consolidated its capital on a ten (10) old for one (1) new basis.  The name of the Company and the symbol of the Company has not been changed.

Effective at the opening April 18, 2023, the common shares of Hawkeye Gold & Diamond Inc. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Mining' company.

Post - Consolidation
Capitalization:	Unlimited   shares with no par value of which
	9,669,950   shares are issued and outstanding
Escrow	NIL   shares are subject to escrow
Transfer Agent:	Computershare Investor Services Inc.
Trading Symbol:	HAWK                          (UNCHANGED)
CUSIP Number:	42016R401                  (new)

________________________________________

NAVCO PHARMACEUTICALS INC. ("NAV")
[formerly BMGB Capital Corp. ("BMGB.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Name Change, Resume Trading
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing the Qualifying Transaction of BMGB Capital Corp. (the "Company") (to be renamed NAVCO Pharmaceuticals Inc.) described in its filing statement dated November 28, 2022 (the "Filing Statement").  As a result, effective at the opening on Tuesday, April 18, 2023, the trading symbol for the Company will change from BMGB.P to NAV and the Company will no longer be considered a Capital Pool Company, thereafter the "Resulting Issuer".  The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.

1.  Acquisition of all of the shares of NAVCO Pharmaceuticals Limited ("NAVCO")

Pursuant to a share exchange agreement dated as of January 18, 2021 among the Company, NAVCO and NAVCO shareholders, as amended, the Company acquired all of the issued and outstanding securities of NAVCO in consideration of the issuance of 21,340,000 common shares of the Company to the security holders of NAVCO.

NAVCO manufactures and researches nano-technology products and materials using Computerized Nano-meter Algorithms ("CAN"). These products have applications in the medical, textile, chemical and additive industries. NAVCO's products are tailored to defend against microorganisms such as viruses, bacteria, fungi, and genetic manipulation tools such as clustered regularly interspaced short palindromic repeats. NAVCO has three main product lines, namely, an aerosol spray, a cream and nano BioActive-Silver.

In connection with the Qualifying Transaction the Company issued 340,000 common shares to an arm's length finder as a finder's fee.

For further information, see the Filing Statement which is available under the Company's profile on SEDAR.

2.  Private Placement-Non-Brokered

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 1, 2022:

Number of Shares:	14,070,441 shares
Purchase Price:	$0.15 per share
Warrants:	14,070,441 share purchase warrants to purchase 14,070,441 shares
Warrant Exercise Price:	$0.25 for a two-year period
Number of Placees:	16 placees

 

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Shares
Aggregate Existing Insider Involvement:	N/A	N/A
Aggregate Pro Group Involvement:	1	150,000

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	N/A	N/A	N/A

3.  Name Change

Pursuant to a resolution passed by directors of the Company on March 2, 2023 and the Certificate of Name Change dated April 11, 2023, the Company has changed its name from BMGB Capital Corp. to NAVCO Pharmaceuticals Inc.  There is no consolidation of share capital.

Effective at the opening on Tuesday, April 18, 2023, the common shares of NAVCO Pharmaceuticals Inc. will commence trading on TSX Venture Exchange, and the common shares of BMGB Capital Corp. will be delisted.

The Company is classified as a 'Life Sciences' company.

Capitalization:	Unlimited  shares with no par value of which
	40,350,441 shares are issued and outstanding
Escrow:	2,000,000  shares are subject to the CPC Escrow Agreement
	9,605,943  shares are subject to a 36 month staged release escrow agreement
Transfer Agent:	Computershare Investor Services Inc.
Trading Symbol:	NAV                       (new)
CUSIP Number:	63942R109            (new)

4.  Resume Trading:

Effective at the opening on Tuesday, April 18, 2023, trading in the shares of the Company will resume as common shares of NAVCO Pharmaceuticals Inc.

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CIRCA ENTERPRISES INC. ("CTO")
BULLETIN TYPE:  Amalgamation, Delist
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by the shareholders of Circa Enterprises Inc. (the "Company") on April 10, 2023, the Company has amalgamated (the "Amalgamation") with 2023 Sicame Amalco Inc. ("Subco"), a wholly-owned subsidiary of Sicame Canada Holdings Inc. ("Sicame"), under the Business Corporation Act (Alberta). The Amalgamation was completed pursuant to the terms of an amalgamation agreement ("Agreement") dated March 8, 2023 between the Company, Subco and Sicame whereby shareholders of the Company (other than dissenting shareholders) received $2.1176 for every one (1) common share of the Company held in exchange for the cancellation of all of the Company's common shares. Sicame has provided a base purchase price of approximately $26,500,000, subject to adjustments including for repayment of outstanding indebtedness and settlement amounts payable for outstanding stock options, for the total consideration of the transaction.

Concurrent with the Amalgamation and as per the terms of an asset purchase agreement dated March 8, 2023 between the Company and Guardian Telecom Ltd. ("Guardian"), the Company has also disposed of its telecom business for a purchase price of $3,300,000 in cash payment provided by Guardian.

Delist

Effective at the close of business on Tuesday, April 18, 2023, the common shares of the Company will be delisted from TSX Venture Exchange at the request of the Company as a result of the Amalgamation.

For further information, please refer to the Company's news releases dated March 8, 2023 and April 14, 2023 and the management information circular of the Company which is available on SEDAR.

________________________________________

DECISIVE DIVIDEND CORPORATION  ("DE")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per common share:  $0.035
Payable Date: May 15, 2023
Record Date:  April 28, 2023
Ex-dividend Date: April 27, 2023 

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NEX COMPANY:

CACHE EXPLORATION INC. ("CAY.H")
BULLETIN TYPE: Listing Maintenance Fees - Delist
BULLETIN DATE: April 14, 2023
NEX Company

Effective at the close of business Friday, April 28, 2023, and in accordance with NEX Policy, Section 15, the securities of the Company will be delisted from NEX, for failure to pay their quarterly NEX Listing Maintenance Fees.

Prior to delisting, the shares of the Company were subject to a suspension from trading.

_________________________________________

23/04/14  - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

AD4 CAPITAL CORP. ("ADJ.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  April 14, 2023
TSX Venture Tier  2 Company

Effective at 12:27 p.m. PST, April 13, 2023, 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.

________________________________________

AURCANA SILVER CORPORATION ("AUN")
BULLETIN TYPE:  Halt
BULLETIN DATE:  April 14, 2023
TSX Venture Tier  2 Company

Effective at 10:52 a.m. PST, April 14, 2023, 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.

________________________________________

CIRCA ENTERPRISES INC.  ("CTO")
BULLETIN TYPE:  Halt
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

Effective at 4:40 a.m. PST, April 14, 2023, 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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KAPA GOLD INC. ("KAPA")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to the arm's length acquisition pursuant to an Option Agreement (the "Agreement") dated February 13, 2023 between the Company and the optionor (the "Optionor").

Under the terms of the Agreement, the Company has been granted an exclusive option to acquire a 100% interest in the Mastodon nickel project located in British Columbia. By way of consideration, the Company will pay to the Optionor $25,000 in cash, and issue to the Optionor an aggregate of 1,200,000 common shares at a deemed price of $0.07 per share. In addition, the Company must pay to the Optionor cash equal to 10% of all incurred exploration expenditures up to a maximum aggregated amount of $975,000, and incur a minimum of $150,000 in exploration expenditures before the first anniversary of the Agreement being in effect.

Upon the filing of a feasibility report, the Company will make a milestone payment to the Optionor. The milestone payment may be 1,000,000 shares or $1,000,000 in cash, at the Company's discretion.

The Company has granted a 1.5% Net Smelter Royalty ("NSR") to the Optionor and a 1.5% NSR to an arm's length third party. The Company has the right to purchase 0.50% of each or either NSR at any time upon payment of $1,000,000 in cash to the applicable royalty holder. The Company has the further right to purchase an additional 0.50% of each or either NSR upon payment of $1,500,000 in cash to the applicable royalty holder.

An advance royalty of $25,000 per year shall be payable to each royalty holder commencing annually after the seventh anniversary of the Agreement being in effect.

For further details, please refer to the Company's news releases dated February 21, 2023, March 6, 2023, and April 13, 2023.

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KINGMAN MINERALS LTD. ("KGS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 17, 2023 and February 28, 2023:

Number of Shares:	2,300,000  shares
Purchase Price:	$0.10 per share
Warrants:	2,300,000 share purchase warrants to purchase 2,300,000 shares
Warrant Exercise Price:	$0.12 for a five-year period
Number of Placees:	16 placees

 

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Shares
Aggregate Existing Insider Involvement:	2	200,000
Aggregate Pro Group Involvement:	4	225,000

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	NA	NA	NA

.
The Company issued a news release on April 13, 2023 confirming closing of the private placement.

________________________________________

NEW ZEALAND ENERGY CORP. ("NZ")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture, Amendment
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an amendment to the maturity date of the following convertible debenture:

Convertible Debenture:	$2,000,000 principal amount outstanding
Original Conversion Price:	Convertible into common shares at $0.30 of principal amount outstanding per share until maturity.
Original Maturity Date:	May 31, 2023
Amended Maturity Date:	July 20, 2024
Interest Rate:	10% per annum

This debenture was issued pursuant to a private placement that was originally accepted for filing by the Exchange effective August 17, 2021, as amended effective July 18, 2022 and further amended effective November 2, 2022.

For further information, please refer to the Company's news releases dated July 20, 2021, August 16, 2021, July 17, 2022, October 31, 2022, and April 6, 2023.

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PHARMACIELO LTD. ("PCLO")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,549,627 shares and to settle outstanding debt for $ 437,615 at a deemed price of $ 0.2824 per share in consideration of certain services provided by a former employee of the Company pursuant to an employment agreement and subsequent settlement agreement.

Number of Creditors:                  3 Creditors

For more information, please refer to the Company's news release dated February 02, 2023. The Company shall issue a news release when the shares are issued and the debt extinguished.

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SILVER SPRUCE RESOURCES INC. ("SSE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  April 14, 2023
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, 2023 and March 10, 2023:

Number of Shares:	75,700,499 units
Purchase Price:	$0.015 per unit
Warrants:	75,700,499 share purchase warrants to purchase 75,700,499 shares
Warrant Exercise Price:	$0.05 for a five year period
Number of Placees:	50 placees

 

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Units
Aggregate Existing Insider Involvement:	N/A	N/A
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

 

Finder's Warrants Terms:           N/A

The Company issued a news release on March 29, 2023 confirming closing of the private placement.

________________________________________

UNIVERSAL IBOGAINE INC. ("IBO")
BULLETIN TYPE:  Private Placement – Non-Brokered
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on February 6, 2023:

Convertible Note:	$180,000 in Principal Amount of secured guarantee convertible notes ("Notes")
Conversion Price:	Convertible into units consisting of one common share in the capital of the Company ("Share") and one-half of one Share purchase warrant ("Warrant") at an escalating conversion price of $0.05 of principal per Note in year one, $0.10 in year two, and $0.15 in year three.
Maturity date:	3 years from the date of issuance.
Warrants	Each Warrant shall have a term of 3 years from the date of issuance of the Notes, and shall entitle the holder to purchase one Share at an escalating exercise price of $0.05 per Share in year one, $0.13 in year two, and $0.18 in year three.
Interest rate:	8% per annum, payable quarterly.
Number of Placees:	2 placees.

Insider / Pro Group Participation: None.

Finder's Fees:                           None.

The Company issued a news release on April 13, 2023, 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.

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US CRITICAL METALS CORP. ("USCM")
BULLETIN TYPE:  Private Placement – Brokered
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 27, 2023:

Number of Shares:	7,140,100 common share units ("Units"), each Unit consisting of one common share in the capital of the Company ("Share") and one Common Share purchase warrant ("Warrant").
Purchase Price:	$0.35 per Unit.
Warrants:	7,140,100 Warrants to purchase 7,140,100 Shares.
Warrant Price:	$0.55 exercisable for a period of 36 months from the date of issuance.
Acceleration Right Provision:	If, after four months and one day from closing, the daily volume-weighted average trading price of the Shares on the TSX Venture Exchange is greater than $1.00 per Share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 days following the date of notice to the Warrant holders.
Number of Placees:	34 placees.

 

Insider / Pro Group Participation:
	Insider=      Y /
Name	Pro Group= P	Number of Units
Aggregate Existing Insider Involvement
[4 Existing Insiders]	Y	242,800
Aggregate Pro Group Involvement
[4 Pro Group Members]	P	205,600

 

Broker's Fee:	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Echelon Wealth Partners Inc.	$145,613.05	85,714	351,709
Canaccord Genuity Corp.	NIL	NIL	17,240
Haywood Securities Inc.	NIL	NIL	11,424
iA Private Wealth Inc.	NIL	NIL	35,750

 

Broker Warrants are exercisable for a period of 36 months at an exercise price of $0.35 per Share.

The Company issued a news release on April 11, 2023, 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.

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VOYAGER METALS INC. ("VONE")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: April 14, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on March 7, 2023:

Number of Shares:	31,024,294 common shares
Purchase Price:	$0.1523 per common share
Number of Placees:	3 placees

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	N/A	N/A	471,110

Finder's Warrants Terms: each finder's warrant entitles the holder to purchase one common share at the price of $0.1523 for a period of 3 years from the date of issuance.

The Company issued a news release on March 15, 2023, confirming closing of the private placement. 

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XANDER RESOURCES INC. ("XND")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  April 14, 2023
TSX Venture Tier 2 Company

Pursuant to the press release dated March 16, 2023, TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,210,198 common shares of the Company ("Shares") at a deemed price of $0.035 per Share to settle severance payments for an aggregate amount of $77,357:

Number of Creditors:                 2 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:	2	$77,357	$0.035	2,210,198

The Company shall issue a news release when the shares are issued and the severance payment is complete.

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NEX COMPANY:

CLEAR GOLD RESOURCES INC. ("CFA.H")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  April 14, 2023
NEX Company

Effective at  6:30 a.m. PST, April 14, 2023, shares of the Company resumed trading, an announcement having been made.

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SOURCE TSX Venture Exchange

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