TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Nov. 21, 2023 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN V2023-0014
GIYANI METALS CORP. ("EMM.WT")
BULLETIN TYPE:  Warrant Expiry-Delist
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Effective at the opening, November 30, 2023, the Share Purchase Warrants of the Company will trade for cash.  The Warrants expire December 04, 2023 and will therefore be halted at Noon E.T. and delisted at the close of business December 04, 2023.

TRADE DATES

November 30, 2023 - TO SETTLE – December 01, 2023
December 01, 2023 - TO SETTLE – December 04, 2023
December 04, 2023 - TO SETTLE – December 04, 2023

The above is in compliance with Trading Rule C.2.18 – Expiry Date:

Trading in the warrants shall be for cash for the two trading days preceding the expiry date and cash same day on expiry date. On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter except with permission of the Exchange.

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BULLETIN V2023-0015
PAMBILI NATURAL RESOURCES CORPORATION ("PNN")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Pursuant to the special resolution passed by shareholders on December 28, 2022, the Company has consolidated its capital on a ten (10) old for one (1) new basis.  The name of the Company has not been changed.

Effective at the opening on Thursday, November 23, 2023, the common shares of Pambili Natural Resources Corporation will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Oil and Gas Exploration and Development' company.

Post - Consolidation
Capitalization:	Unlimited          common shares with no par value of which
	25,953,445       common shares are issued and outstanding
Escrow	NIL                   common shares are subject to escrow
Transfer Agent:	Computershare Trust Company of Canada
Trading Symbol:	PNN                 (UNCHANGED)
CUSIP Number:	69764T 20 6     (new)

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BULLETIN V2023-0016
PARTNERS VALUE INVESTMENTS LP ("PVF.UN" "PVF.PR.U" "PVF.WT")
BULLETIN TYPE:  Mandatory Trading and Settlement Rules
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 1 Company

Partners Value Investments LP (the "LP") (TSXV: PVF.UN, PVF.PR.U, PVF.WT) announced on September 22, 2023, a proposed reorganization to be implemented by way of a court approved Plan of Arrangement (the "Arrangement "), pursuant to which its units, preferred units and warrants of Partners Value Investments Inc. (the "Securities") (Trading Symbol: ("PVF.UN", "PVF.PR.U", "PVF.WT", respectively) will be exchanged for newly issued replacement units and preferred units of Partners Value Investments L.P. and warrants of Partners Value Investments Inc. and additionally the holders of new replacement units will be entitled to receive a distribution of freely tradeable shares of Brookfield Reinsurance Ltd. and preferred shares of Partners Value Investments Inc., an entity created as a result of amalgamation of Partners Limited, Partners Value Investments Inc. and other related entities. 

It is expected that the proposed Arrangement will be effective after the market close on November 24, 2023, subject to satisfying residual closing conditions.

In anticipation of the completion of the Arrangement, TSX Venture Exchange (the "Exchange") is implementing the following special trading and settlement rules for all Securities ("PVF.UN", "PVF.PR.U", "PVF.WT") and will trade for cash on November 23 and November 24, 2023.

MANDATORY TRADING AND SETTLEMENT RULES:

November 23, 2023 - TO SETTLE – November 24, 2023
November 24, 2023 - TO SETTLE – November 24, 2023

For more information, please see the LP's news releases dated September 22, 2023, November 15, 2023 and the LP's information circular dated September 29, 2023 posted on SEDAR+.

A further bulletin will be issued by the Exchange for additional details about the Arrangement and listing of the replacement securities.

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BULLETIN V2023-0017
OUTCROP SILVER & GOLD CORPORATION ("OCG")
ZACAPA RESOURCES LTD. ("ZACA")
BULLETIN TYPE:  Amalgamation, Delist
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Amalgamation:

TSX Venture Exchange Inc. has accepted for filing an amalgamation agreement dated August 30, 2023, among Outcrop Silver & Gold Corporation ("Outcrop"), 1433180 B.C. Ltd ("1433180"), a wholly-owned subsidiary of Outcrop, and Zacapa Resources Ltd. ("Zacapa").

On November 21, 2023, pursuant to a three-cornered amalgamation under section 269 of the Business Corporations Act (British Columbia), 1433180 and Zacapa have amalgamated as one corporation ("Amalco"), on the following basis (the "Transaction"):

1. The common shares of Zacapa (the "Zacapa Shares") were exchanged for common shares of Outcrop on a four-for-one (4:1) basis.
2. All outstanding options, warrants to purchase Zacapa Shares and deferred share units (the "Zacapa Options", "Zacapa Warrants" and "Zacapa DSUs", respectively) were, pursuant to their respective terms, exchanged into options, warrants and deferred share units respectively of Outcrop on a four-for-one (4:1) basis and otherwise on equivalent terms as the terms of the Zacapa Options, Zacapa Warrants and Zacapa DSUs, respectively; and
3. Outcrop became the registered holder of common shares of Amalco, and Amalco became a wholly-owned subsidiary of Outcrop.

The Transaction was approved by the shareholders of Zacapa at the Special Meeting of Zacapa shareholders held on November 16, 2023.

For further information regarding the Transaction, please refer to Zacapa's Information Circular dated October 13, 2023 and filed on SEDAR+

Post-Amalgamation details of Outcrop:

Capitalization:	unlimited         shares with no par value of which
	249,429,636    shares are issued and outstanding
Transfer Agent:	Olympia Trust Company
Trading Symbol:	OCG (no change)
CUSIP:	69002Q105 (no change)

Delisting of Zacapa Resources Ltd.:

Further to the closing of the Transaction, the common shares of Zacapa will be delisted from the TSX Venture Exchange effective at the close of business, Wednesday, November 22, 2023.

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23/11/21 - TSX Venture Exchange Bulletins

BULLETIN V2023-0018
BLUE SKY GLOBAL ENERGY CORP. ("BGE")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Effective at 9:58 a.m. PST, Nov. 21, 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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BULLETIN V2023-0019
CANADA ONE MINING CORP. ("CONE")
BULLETIN TYPE:  Property-Asset Purchase Agreement
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a share purchase agreement dated September 25, 2023 between the Company, an arm's length party (the "Vendor") and the shareholders of the Vendor pursuant to which the Company will purchase all of the issued and outstanding share capital of the Vendor. The Vendor owns 100% of the right, title and interest to the Copper Dome South claims, located near Princeton, British Columbia (the "Property").

By way of consideration, the Company will issue 12,000,000 common shares (the "Consideration Shares") to the shareholders of the Vendor and make a cash payment of $20,000 to a shareholder of the Vendor (the "Shareholder"). In addition, the Company will make a further cash payment of $20,000 within six months of the closing to the Shareholder. The Consideration Shares issued are issued at a deemed value of nine cents per Consideration Share.

The Copper Dome South claims are subject to (i) a 3% net smelter royalty to be granted in favour of the Shareholder pursuant to a royalty agreement to be entered into; (ii) if the Company drills 0.15% copper or greater at the Property over a 100 metre or greater interval length, the Company shall issue an additional 1,000,000 common shares to the Shareholder; and (iii) if a preliminary economic assessment is completed on the Property, the Company shall issue an additional 1,000,000 common shares to the Shareholder.

	CASH  ($)	SECURITIES	WORK EXPENDITURES (S)
CONSIDERATION	$40,000	12,000,000 common shares 2,000,000 common shares (additional)	N/A

For further details, please refer to the Company's news release dated September 26, 2023.

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BULLETIN V2023-0020
CEYLON GRAPHITE CORP. ("CYL")
BULLETIN TYPE:  Private Placement - Non-Brokered, Convertible Debenture
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

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

Convertible Debenture	$365,000
Conversion Price:	Convertible into units consisting of 7,300,000 common shares at $0.05 of principal outstanding.
Maturity date:	12 months from issuance
Warrants	7,300,000 detachable warrants. Each warrant will have a term of 12 months from the date of issuance of the notes and entitle the holder to purchase one common share.  The warrants are exercisable at the price of $0.06.
Interest rate:	9% per annum
Number of Placees:	7 placees

Insider / Pro Group Participation:

Placees	# of Placee (s)	Aggregate # of Shares
Aggregate Existing Insider Involvement:	1	800,000 units
Aggregate Pro Group Involvement:	N/A	N/A

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	N/A	455,000	1,365,000

Finders are paid 455,000 units, and 455,000 finder warrants exercisable into units. Each unit consists of one share and one warrant. Each finder warrant entitles the holder to purchase one unit same as the offering at the price of $0.05 for a one-year period. Each warrant entitles the holder to purchase one common share at the price of $0.06 for a one-year period.

The Company issued a news release on October 27, 2023, confirming the closing of the private placement. 

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BULLETIN V2023-0021
DENARIUS METALS CORP. ("DSLV")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 13, 2023, and amended October 19, 2023.

Convertible Debenture	$20,632,000
Conversion Price:	Convertible into common shares consisting of up to a maximum of 45,848,888 common shares at a conversion price of $0.45 per common share of principal outstanding.
Maturity date:	October 19, 2028
Warrants	N/A
Interest rate:	12% per annum payable in cash; commencing on January 31, 2025 the company will pay a gold premium on the principal amount of the debentures in cash quarterly. The gold premium will be calculated as a percentage equal to 25% of (i) the amount, if any, by which the London P.M. Fix on the quarterly measurement date exceeds $1,800 (U.S.) (the floor price) divided by (ii) the floor price.
Number of  Placees:	53 placees

 

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate $ of Debentures
Aggregate Existing Insider Involvement:	5	$7,944,000
Aggregate Pro Group Involvement:	7	$430,000

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	$510,000	N/A	N/A

The Company issued news releases on October 19, 2023 and November 1, 2023 confirming closing of the private placement. 

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BULLETIN V2023-0022
GENERAL ASSEMBLY HOLDINGS LIMITED ("GA")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, Nov. 21, 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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BULLETIN V2023-0023
INFINICO METALS CORP. ("INFM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 24, 2023:

Number of Shares:	7,999,999 shares
Purchase Price:	$0.075 per share
Warrants:	3,999,999 share purchase warrants to purchase 3,999,999 shares
Warrant Exercise Price:	$0.15 for a two-year period
Number of Shares:	8,275,864 charity flow-through shares
Purchase Price:	$0.145 per share
Warrants:	4,137,932 share purchase warrants to purchase 4,137,932 shares
Warrant Exercise Price:	$0.15 for a two-year period

Number of Placees:                   30 placees

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Shares
Aggregate Existing Insider Involvement:	2	7,017,531
Aggregate Pro Group Involvement:	2	366,666

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	26,305	NA	181,417

Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.15 for a period of 2 years from the date of issuance.

The Company issued a news release on November 16, 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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BULLETIN V2023-0024
PUREPOINT URANIUM GROUP INC. ("PTU")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

Effective at 11:45 a.m. PST, Nov. 20, 2023, shares of the Company resumed trading, an announcement having been made.

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BULLETIN V2023-0025
WEALTH MINERALS LTD. ("WML")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 21, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation the Option Agreement dated August 31, 2023 ("Agreement") between the Company and a Non-Arm's Length party ("Optionor"). Pursuant to the terms of Agreement, the Optionor will grant the Company the option to acquire up to a 20% interest in the Optionor's 50% interest in the Eldorado Option in consideration of cash and eligible exploration expenditures ("Expenditures") according to the following earn-in schedule:

            (i) An 8% interest by Dec 31, 2023: $50,000 cash, plus a minimum of $600,000 of Expenditures;

            (ii) An aggregate 12% interest by Dec 31, 2023: An aggregate of $900,000 of Expenditures;

            (iii) An aggregate 16% interest by Dec 31, 2023: An aggregate of $1,200,000 of Expenditures;

            (iv) An aggregate 20% interest by Dec 31, 2023: An aggregate of $1,500,000 of Expenditures.

The Optionor will have the right to request that the Expenditures be filed as assessment work with the applicable government registry to maintain the property in good standing.

For further details, please refer to the Company's news releases dated October 6, 2023, and November 20, 2023.

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NEX COMPANY:

BULLETIN V2023-0026

PACIFIC ARC RESOURCES LTD. ("PAV.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 21, 2023
TSX Venture NEX Company

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

Number of Shares:	363,333 shares
Purchase Price:	$0.15 per share
Number of Placees:	5 placees

 

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Shares
Aggregate Existing Insider Involvement:	2	96,666
Aggregate Pro Group Involvement:	2	200,000

 

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	$480	N/A	N/A

The Company issued a news release on June 22, 2023, confirming closing of the private placement.

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SOURCE TSX Venture Exchange

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