CATHEDRA BITCOIN INC. ("CBIT") BULLETIN TYPE: Reverse Takeover-Completed, Amendment – Convertible Debentures, Resume Trading BULLETIN DATE: August 1, 2024 TSX Venture Tier 1 Company
TSX Venture Exchange (the "Exchange") has accepted for filing Cathedra Bitcoin Inc.'s (the "Company") Reverse Takeover ("RTO") as described in its Information Circular dated June 18, 2024, which includes the following transactions:
In connection with the RTO, the Company's articles and notice of articles were amended to, among other things (a) change the name of Company's common shares to Subordinate Voting Shares ("SVS"), (b) create a new class of unlimited Multiple Voting Shares ("MVS"). Please refer to the Capitalization section for a description of the capitalization of the Company.
Pursuant to the share exchange agreement dated March 6, 2024, as amended on June 18, 2024 (together, the "Share Exchange Agreement") between the Company, Kungsleden, Inc. ("Kungsleden") and Kungsleden's shareholders (the "Vendors", and together with the Company and Kungsleden, the "Parties"), the Company acquired all of the outstanding shares of Kungsleden from the Vendors in exchange for 6,253,429 MVS of the Company. The 6,253,429 MVS issued to the Vendors are convertible into 625,342,900 SVS of the Company. The RTO resulted in the Vendors owning (on a non-diluted basis) approximately 72.5% of the equity of the Company and existing Company shareholders owning the remaining 27.5% of the equity of the Company. The Vendors hold approximately 80% of the voting rights of the Company and existing Company shareholders hold the remaining 20% of the voting rights of the Company.
The Exchange has been advised that the RTO, approved by shareholders in the Annual General and Special Meeting of shareholders on July 22, 2024, has been completed.
Amendment – Convertible Debentures
The Exchange has also accepted for filing an amendment of the convertible debentures issued in a Non-Brokered Private Placement:
Convertible Debenture: $5,733,727 principal amount Conversion Price: Convertible into common shares at $0.15 per share [reduced from C$0.78] Maturity Date: November 11, 2025 [unchanged]
Please refer to the Exchange bulletin dated November 22, 2021 for the original acceptance of these convertible debentures, and the Exchange bulletin dated December 23, 2023 for the acceptance of the first amendment to these convertible debentures.
Capitalization:
Unlimited number of SVS with no par value of which 237,513,935 SVS are issued and outstanding (Listed).
Unlimited number of MVS with no par value of which 6,253,429 MVS are issued and outstanding (Unlisted). Each MVS is convertible into 100 SVS and each MVS is entitled to 152 votes per MVS (or 1.52 votes per Subordinate Voting Share on an as converted basis).
Escrow:
7,965,879 SVS and 2,800,000 stock options are subject to an escrow term of 18 months
263,676 SVS, 6,128,361 MVS, 88,841 stock options to purchase SVS, and 7,414,415 Restricted Share Units are subject to an escrow term of 36 months.
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol (SVS): CBIT [unchanged]
CUSIP Number (SVS): 14919F206 [new]
For further information, please refer to the Company's Information Circular dated June 18, 2024.
The Resulting Issuer is classified as a "Data processing, hosting, and related services" company [NAICS 518210]
Resume Trading
Effective at the opening on Tuesday, August 6, 2024, trading in the shares of the Company will resume.
Company Contact: Antonin Scalia, CEO
Company Address: #320 - 638 Broughton St., Vancouver, BC V6G 3K3, Canada Company Phone Number: 604 477-9997 Company Email Address: aj@cathedra.com Company Website: www.cathedra.com
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BULLETIN V2024-2329
NEVADA KING GOLD CORP. ("NKG") BULLETIN TYPE: Plan of Arrangement, Substitutional Listing BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Plan of Arrangement:
The Exchange has approved Nevada King Gold Corp.'s ("Nevada King") plan of arrangement (the "Plan of Arrangement"), which includes certain matters, as outlined below.
The Plan of Arrangement was approved by Nevada King shareholders on July 22, 2024 and the Supreme Court of British Columbia granted Nevada King a final order on July 25, 2024 in connection with the Plan of Arrangement.
The Plan of Arrangement involves the spinout of NV King Goldlands Inc. ("Spinco") to Nevada King shareholders. Nevada King shareholders received one share of Spinco for every thirty shares held in Nevada King. Spinco will hold Nevada King's concessions and properties with the exception of Nevada King's Atlanta Project, Nevada.
Additionally, pursuant to the Plan of Arrangement, Nevada King shareholders will receive New Shares (as defined below) of Nevada King in exchange for Old Shares (as defined below).
The Plan of Arrangement is fully described in Nevada King's Information Circular dated June 14, 2024. Refer to Nevada King's news releases dated June 11, 2024, July 22, 2024, July 26, 2024 and August 1, 2024, available on SEDAR+.
Substitutional Listing:
In accordance with the above-referenced Plan of Arrangement, Nevada King shareholders who previously held one common share of Nevada King (the "Old Shares") have exchanged their Old Shares for new common shares of Nevada King (the "New Shares"), on a one for one basis.
Accordingly, the New Shares will be listed on the Exchange at the market opening Tuesday, August 6, 2024.
Capitalization:
Unlimited common shares with no par value of which
343,482,944 shares are issued and outstanding
Escrowed Shares:
nil
Transfer Agent:
Alliance Trust Company
Trading Symbol:
NKG (UNCHANGED)
CUSIP Number:
64135V105 (NEW)
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24/08/01 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN V2024-2330
AVANTI HELIUM CORP. ("AVN") BULLETIN TYPE: Shares for Debt BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,397,683 shares at a deemed price of $0.295 per share to settle outstanding debt for $412,316.49.
Number of Creditors: 6 arm's length creditors
Non-Arm's Length Party / Pro Group Participation: N/A
For more details, please refer to the Company's news release dated July 30, 2024.
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BULLETIN V2024-2331
COMPASS GOLD CORPORATION ("CVB") BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Financing Type:
Non-Brokered Private Placement
Offering:
$175,000 principal amount of convertible debenture convertible into 1,750,000 Listed Shares with 875,000 detachable warrants
Conversion Price:
$0.10 per Listed Share
Maturity date:
June 30, 2025
Interest rate:
10% per annum
Warrant Exercise Terms:
$0.10 per warrant until June 30, 2025
Non-Cash Commissions:
Shares Warrants
Finders (Aggregate) N/A N/A
Public Disclosure:
Refer to the company's news releases dated July 11, 2024 and July 17, 2024.
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BULLETIN V2024-2332
COPPER FOX METALS INC. ("CUU") BULLETIN TYPE: Private Placement-Non-Brokered BULLETIN DATE: August 1, 2024 TSX Venture Tier 1 Company
Financing Type:
Non-Brokered Private Placement
Gross Proceeds:
$1,125,520
Offering:
5,116,000 Listed Shares with 2,558,000 warrants attached.
Offering Price:
$0.22 per Listed Share
Warrant Exercise Terms:
$0.26 per Listed Share for a 1-year period after closing and $0.32 per Listed Share in the following year 2, subject to an acceleration right.
Non-Cash Commissions:
N/A
Public Disclosure:
Refer to the company's news release(s) dated June 19, 2024, June 26, 2024, and July 31, 2024.
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BULLETIN V2024-2333
ECOLOMONDO CORPORATION ("ECM") BULLETIN TYPE: Private Placement-Non-Brokered BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Financing Type:
Non-Brokered Private Placement
Gross Proceeds:
$506,660.04
Offering:
2,814,778 common shares with 2,814,778 warrants attached
Offering Price:
$0.18 per common share
Warrant Exercise Terms:
$0.24 per warrant for a 2-year period, subject to an acceleration right
Public Disclosure:
Refer to the company's news releases dated June 13, 2024, and July 26, 2024.
ECOLOMONDO CORPORATION (« ECM ») TYPE DE BULLETIN : Placement privé sans l'entremise d'un courtier DATE DU BULLETIN : Le 1er août 2024 Société du groupe 2 de TSX Croissance
Type de financement :
Placement privé sans courtier
Produit brut :
506 660,04 $
Placement :
2 814 778 actions ordinaires et 2 814 778 bons de souscription
Prix offert :
0,18 $ par action ordinaire
Modalités d'exercice des
bons de souscription :
0,24 $ par bon de souscription pour une période de 2 ans, sous réserve du droit de devancer l'expiration des bons de souscription
Communication de l'information :
Se reporter aux communiqués de presse de la société datés du 13 juin 2024 et du 26 juillet 2024.
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BULLETIN V2024-2334
FIRST NORDIC METALS CORP. ("FNM") BULLETIN TYPE: Warrant Price Amendment, Correction BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated July 22, 2024, the Bulletin should have noted that the warrants were issued pursuant to First Nordic Metals Corp.'s private placement rather than Gold Line's private placement:
These warrants were issued pursuant to the Company's private placement of 6,323,116 shares with 3,161,558 share purchase warrants attached, which were accepted for filing by the Exchange effective August 26, 2022.
All other information remains unchanged.
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BULLETIN V2024-2335
FIRST NORDIC METALS CORP. ("FNM") BULLETIN TYPE: Shares for Debt BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 27,954,872 shares to settle outstanding debt for $8,176,800.
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
The Company shall issue a news release when the shares are issued, and the debt extinguished. For further details, please refer to the Company's news releases dated July 15, 2024 and August 1, 2024.
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BULLETIN V2024-2336
HEMOSTEMIX INC. ("HEM") BULLETIN TYPE: Halt BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Effective at 7:21 a.m. PST, August 1, 2024, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Canadian Investment Regulatory Organization, 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 V2024-2337
ORCA ENERGY GROUP INC. ("ORC.A") ("ORC.B") BULLETIN TYPE: Halt BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Effective at 4:57 a.m. PST, August 1, 2024, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Canadian Investment Regulatory Organization, 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 V2024-2338
ORCA ENERGY GROUP INC. ("ORC.A") ("ORC.B") BULLETIN TYPE: Resume Trading BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Effective at 7:45 a.m. PST, August 1, 2024, shares of the Company resumed trading, an announcement having been made.
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BULLETIN V2024-2339
SILVER RANGE RESOURCES LTD. ("SNG") BULLETIN TYPE: Private Placement-Non-Brokered BULLETIN DATE: August 1, 2024 TSX Venture Tier 2 Company
Financing Type:
Non-Brokered Private Placement
Gross Proceeds:
$239,280.40
Offering:
2,991,005 Listed Shares with 2,991,005 warrants attached
Offering Price:
$0.08 per Listed Share
Warrant Exercise Terms:
$0.16 per Listed Share for a two-year period, subject to an acceleration right.
Non-Cash Commissions:
Shares Warrants
Finders (Aggregate) N/A N/A
Public Disclosure:
Refer to the company's news releases dated April 30, 2024 and July 15, 2024.
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NEX COMPANY
BULLETIN V2024-2340
HIGHCLIFF METALS CORP. ("HCM.H") BULLETIN TYPE: Private Placement-Non-Brokered BULLETIN DATE: August 1, 2024 NEX Company
Financing Type:
Non-Brokered Private Placement
Gross Proceeds:
$139,500
Offering:
9,300,000 Listed Shares
Offering Price:
$0.015 per Listed Share
Non-Cash Commissions:
Shares
Warrants
Finders
0
0
Public Disclosure: Refer to the company's news releases dated May 24, 2024, and July 31, 2024.
