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VANCOUVER, BC, Sept. 3, 2024 /CNW/ -
TSX VENTURE COMPANIES
BULLETIN V2024-2626
VOLATUS AEROSPACE INC. ("FLT")
[formerly Drone Delivery Canada Corp. ("FLT")]
BULLETIN TYPE: Plan of Arrangement, Name Change
BULLETIN DATE: September 3, 2024
TSX Venture Tier 1 Company
Plan of Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a business combination agreement between Drone Delivery Canada Corp. (the "Company") and Volatus Aerospace Corp. ("Volatus") dated May 20, 2024 (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, the Company acquired all of the issued and outstanding common shares of Volatus ("Volatus Shares") by way of a plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the "Arrangement"). Under the terms of the Arrangement, each Volatus shareholder is entitled to receive 1.785 common voting shares of the Company ("Company Shares") for each Volatus Share held (the "Exchange Ratio"). Further, (i) holders of outstanding convertible securities of Volatus (options, warrants and debentures) have either received replacement securities to acquire Company Shares adjusted based on the Exchange Ratio or upon exercise will receive such Company Shares based on the Exchange ratio (i.e. the same consideration they would have been entitled to receive had they been Volatus shareholders at the effective time of the Arrangement), subject to adjustment as per the terms of the Arrangement; and (ii) All Class A preferred shares in the capital of Volatus shall remain outstanding and unaffected by the Arrangement.
Prior to the closing of the Arrangement, the Company and Volatus acted at arm's length.
In accordance with the Exchange's requirements, the approval of the Arrangement by the Company shareholders was received at an adjourned annual general and special meeting of shareholders held on August 26, 2024. The Exchange has been advised that approval from the Volatus shareholders was received at an annual general and special meeting of shareholders held on August 23, 2024. Further, a final order approving the Arrangement was issued by the Ontario Superior Court of Justice (Commercial List) on August 27, 2024. The Arrangement became effective on August 30, 2024.
Name Change:
In connection with completion of the Arrangement as noted above and pursuant to the terms of the Business Combination Agreement, the Company has changed its name as follows: Volatus Aerospace Inc. There is no consolidation of capital.
Effective at the opening on Thursday, September 5, 2024, the common voting shares and variable voting shares of Volatus Aerospace Inc. will commence trading on TSX Venture Exchange and the common voting shares and variable voting shares of Drone Delivery Canada Corp. will be delisted. The Company is classified as a 'Technology' company.
| Capitalization: | unlimited | Common Voting Shares and Variable Voting Shares with no par value of which 448,544,035 Common Voting Shares and Variable Voting Shares with no par value of which are issued and outstanding |
| Escrow: | Nil | Common Voting Shares and Variable Voting Shares |
| Transfer Agent: | Computershare Investor Services Inc. |
| Trading Symbol: | FLT (UNCHANGED) |
| CUSIP Number: | 92865M102 (NEW) |
Volatus Listed Warrants
In connection with the completion of the Arrangement, Volatus Aerospace Corp. will continue as a subsidiary of Drone Delivery Canada Corp. (name to be changed to Volatus Aerospace Inc.). Further, Volatus Aerospace Corp.'s (Subco) existing series of warrants (VOL.WT.A) which are listed on the TSX Venture Exchange will remain listed on the Exchange:
| Trading Symbol: | VOL.WT.A (UNCHANGED) |
| CUSIP Number: | 92865G121 (UNCHANGED) |
| Current Exercise Terms: | Exercisable at $0.50 per Volatus Aerospace Corp. share (subco share) until October 6, 2024. |
The warrants will remain listed under the same CUSIP and symbol as stated above.
Upon exercise of a Volatus Aerospace Corp.'s warrant (Subco warrant), a holder of a Volatus Aerospace Corp warrant (subco warrant) will receive 1.785 common voting shares of Drone Delivery Canada Corp. shares (name to be changed to Volatus Aerospace Inc.) (i.e. the same consideration they would have been entitled to receive had they been Volatus Aerospace Corp.'s shareholders at the effective time of the Arrangement), subject to adjustment in certain events in accordance with the terms of the applicable warrant indenture.
The full particulars of the Arrangement are set forth in the joint management information circular of the Company and Volatus dated as of July 12, 2024 (the "Circular"), which is available on the Company's profile on SEDAR+. For further details, please refer to the Circular and the Company's news releases dated May 21, 2024, August 12, 2024, August 19, 2024, August 26, 2024 and August 30, 2024.
_______________________________________
BULLETIN V2024-2627
EAST WEST PETROLEUM CORP. ("EW")
BULLETIN TYPE: Notice of Distribution - Due Bill Trading
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has been advised in connection with an amendment to the Notice of Articles of the Company, a re-designation of securities of the Company and a cash distribution (the "Distribution"), as approved by the Company's shareholders ("Shareholders") at the Company's special meeting of Shareholders held on August 16, 2024 (the "Meeting"), the following series of transaction will be effected pursuant to the Distribution:
| i. | the common shares in the capital of the Company will be re-designated as Class A Common Shares ("Class A Common Shares") and a new class of an unlimited number of common shares of the Company designated as "Common Shares" (the "New Common Shares") will be created; |
| ii. | each issued and outstanding Class A Common Share will be exchanged for one New Common Share and $0.03 in cash per Class A Common Share; |
| iii. | a corresponding reduction was made in the stated capital account maintained by the Company in respect of the Class A Common Shares in an aggregate amount of $2,714,569.95; and |
| iv. | Class A Common Shares will be eliminated as a class. |
As described in the management information circular of the Company in respect of the Meeting, the foregoing deemed steps will be effected without any further action or formality being required on the part of Shareholders.
The Issuer has declared the following distribution(s):
| Distribution per Class A Common Share: | $0.03 |
| Payable Date: | September 12, 2024 |
| Record Date: | September 5, 2024 |
| Ex-Distribution Date: | September 6, 2024 |
| Due Bill Period | September 5, 2024 to September 12, 2024 inclusively |
| Due Bill Redemption Date: | September 13, 2024 |
There is no change to the CUSIP number and the symbol of the Company.
Trades that are executed during the due bill period will be identified to ensure purchasers of the common shares receive the distribution. For further information, please refer to the Company's news release dated June 19, 2024, July 30, 2024, August 16, 2024 and August 29, 2024.
_______________________________________
BULLETIN V2024-2628
VOLATUS AEROSPACE CORP. ("VOL") ("VOL.WT.A")
BULLETIN TYPE: Plan of Arrangement, Delist
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
Plan of Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a business combination agreement between Drone Delivery Canada Corp. (the "Drone") and Volatus Aerospace Corp. ("Volatus") dated May 20, 2024 (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, Drone acquired all of the issued and outstanding common shares of Volatus ("Volatus Shares") by way of a plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the "Arrangement"). Under the terms of the Arrangement, each Volatus shareholder is entitled to receive 1.785 common voting shares of the Company ("Drone Shares") for each Volatus Share held (the "Exchange Ratio"). Further, (i) holders of outstanding convertible securities of Volatus (options, warrants and debentures) have either received replacement securities to acquire Drone Shares adjusted based on the Exchange Ratio or upon exercise will receive such Drone Shares based on the Exchange ratio (i.e. the same consideration they would have been entitled to receive had they been Volatus shareholders at the effective time of the Arrangement), subject to adjustment as per the terms of the Arrangement; and (ii) All Class A preferred shares in the capital of Volatus shall remain outstanding and unaffected by the Arrangement.
Prior to the closing of the Arrangement, Drone and Volatus acted at arm's length.
The Exchange has been advised that approval of the Arrangement by Volatus shareholders was received at an annual general and special meeting of shareholders of Volatus held on August 23, 2024 and that a final order approving the Arrangement was issued by the Ontario Superior Court of Justice (Commercial List) on August 27, 2024. In accordance with the Exchange's requirements, the approval of the Arrangement was also received by Drone shareholders at an adjourned annual general and special meeting of shareholders of Drone held on August 26, 2024. The Arrangement became effective on August 30, 2024.
In connection with completion of the Arrangement and pursuant to the terms of the Business Combination Agreement, Drone Delivery Canada Corp. will change its name to 'Volatus Aerospace Inc.'.
Delisting:
Effective at the close of business on Wednesday, September 4, 2024, the Volatus Shares (VOL) will be delisted from TSX Venture Exchange.
Volatus Listed Warrants
In connection with the completion of the Arrangement, Volatus Aerospace Corp. will continue as a subsidiary of Drone Delivery Canada Corp. (name to be changed to Volatus Aerospace Inc.). Further, Volatus Aerospace Corp.'s (Subco) existing series of warrants (VOL.WT.A) which are listed on the TSX Venture Exchange will remain listed on the Exchange:
| Trading Symbol: | VOL.WT.A (UNCHANGED) |
| CUSIP Number: | 92865G121 (UNCHANGED) |
| Current Exercise Terms: | Exercisable at $0.50 per Volatus Aerospace Corp. share (subco share) until October 6, 2024. |
The warrants will remain listed under the same CUSIP and symbol as stated above.
Upon exercise of a Volatus Aerospace Corp.'s warrant (Subco warrant), a holder of a Volatus Aerospace Corp warrant (subco warrant) will receive 1.785 common voting shares of Drone Delivery Canada Corp. shares (name to be changed to Volatus Aerospace Inc.) (i.e. the same consideration they would have been entitled to receive had they been Volatus Aerospace Corp.'s shareholders at the effective time of the Arrangement), subject to adjustment in certain events in accordance with the terms of the applicable warrant indenture.
The full particulars of the Arrangement are set forth in the joint management information circular of Drone and Volatus dated as of July 12, 2024 (the "Circular"), which is available on Volatus' profile on SEDAR+. For further details, please refer to the Circular and Volatus' news releases dated May 21, 2024 and August 30, 2024.
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24/09/03 - TSX Venture Exchange Bulletins
TSX VENTURE COMPANIES
BULLETIN V2024-2629
CHARBONE HYDROGEN CORPORATION ("CH")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 3,022,130 common shares at a deemed price of $0.10 per common share and 3,022,130 warrants to settle outstanding debt of $302,213.
| Number of Creditors: | 3 Creditors |
| | |
| Warrants: | 3,022,130 warrants to purchase 3,022,130 common shares |
| | |
| Warrant Exercise Price: | $0.20 per common share for a period of 12 months |
For more information, please refer to the Company's news releases dated May 22, 2024 and August 29, 2024.
CORPORATION CHARBONE HYDROGÈNE (« CH »)
TYPE DE BULLETIN : Émission d'actions en règlement d'une dette
DATE DU BULLETIN : Le 3 septembre 2024
Société du groupe 2 de TSX Croissance
Bourse de Croissance TSX a accepté le dépôt de la documentation de la société en vertu de l'émission proposée de 3 022 130 actions ordinaires à un prix réputé de 0,10 $ par action et 3 022 130 bons de souscription en règlement d'un montant de dette total de 302 213 $.
| Nombre de créanciers : | 3 créanciers |
| | |
| Bons de souscription : | 3 022 130 bons de souscription permettant de souscrire à 3 022 130 actions ordinaires |
| | |
| Prix d'exercice des bons : | 0,20 $ par action ordinaire pour une période de 12 mois |
Pour plus d'informations, veuillez-vous référer aux communiqués de presse émis par la société le 22 mai 2024 et le 29 août 2024.
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BULLETIN V2024-2630
ENGOLD MINES LTD. ("EGM")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| Gross Proceeds: | $320,000 |
| Offering: | 4,000,000 Flow-Through Listed Shares with 4,000,000 warrants |
| | |
| Offering Price: | $0.08 per Listed Share |
| | |
| Warrant Exercise Terms: | $0.10 per Listed Share for a two-year period |
| | |
| Commissions in Securities: | Shares Warrants |
| | Finders (Aggregate) N.A. 105,000 |
| | |
| | Commission Terms: Each non-transferable warrant is exercisable at $0.10 for a two-year period. |
| | |
| Disclosure: | Refer to the company's news release(s) dated June 18, 2024 and July 26, 2024. |
_______________________________________
BULLETIN V2024-2631
FREMONT GOLD LTD. ("FRE")
BULLETIN TYPE: Miscellaneous
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation relating to the issuance of up to 580,000 common shares in the capital of the company issuable in stages over a period of 24 months at a deemed price equal to the market price of the Company's shares on the day preceding each issuance.
For further information, please refer to the Company's press release dated August 21, 2024.
_______________________________________
BULLETIN V2024-2632
GETTY COPPER INC. ("GTC")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| | |
| Gross Proceeds: | $450,000.00 |
| | |
| Offering: | 9,000,000 Listed Shares with 9,000,000 warrants attached |
| | |
| Offering Price: | $0.05 per Listed Share |
| | |
| Warrant Exercise Terms: | $0.075 per Listed Share for a two-year period |
| | |
| Non-Cash Commissions: | Shares Warrants |
| | Finders 0 0 |
| | |
| Public Disclosure: | Refer to the company's news releases dated July 22, 2024 and August 30, 2024 |
_______________________________________
BULLETIN V2024-2633
GIGA METALS CORPORATION ("GIGA")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| | |
| Gross Proceeds: | $1,152,499.95 |
| | |
| Offering: | 7,683,333 Listed Shares with 7,683,333 warrants attached |
| Offering Price: | $0.15 per Listed Share |
| | |
| Warrant Exercise Terms: | $0.22 per Listed Share for a three-year period |
| | |
| Non-Cash Commissions: | Shares Warrants |
| | Finders 0 237,067 |
| | |
| | Commission Terms: Each non-transferable warrant is exercisable at $0.22 for a one-year period. |
| | |
| Public Disclosure: | Refer to the company's news releases dated July 17, 2024, August 7, 2024 and August 21, 2024. |
_______________________________________
BULLETIN V2024-2634
GOLDEN HORSE MINERALS LIMITED ("GHML")
BULLETIN TYPE: Halt
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
Effective at 10:52 a.m. PST, Sept. 3, 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 V2024-2635
GOLDEN STAR CAPITAL VENTURES INC. ("GCV.P")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| Gross Proceeds: | $315,000 |
| Offering: | 6,000,000 Listed Shares |
| Offering Price: | $0.0525 per Listed Share |
| | |
| Non-Cash Commissions: | Shares Warrants |
| | Finders (Aggregate) N/A N/A |
| | |
| Public Disclosure: | Refer to the company's news releases dated July 19, 2024 and August 30, 2024. |
_______________________________________
BULLETIN V2024-2636
MONTERO MINING AND EXPLORATION LTD. ("MON")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| Gross Proceeds: | $1,307,253.72 |
| Offering: | 4,841,860 Listed Shares |
| | |
| Offering Price: | $0.27 per Listed Share |
| | |
| Public Disclosure: | Refer to the company's news releases dated August 6, 2024, August 16, 2024, August 29, 2024. |
_______________________________________
BULLETIN V2024-2637
SOUTHERN SILVER EXPLORATION CORP. ("SSV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| Gross Proceeds: | $3,604,035.16 |
| Offering: | 16,381,978 Listed Shares with 8,190,989 warrants attached |
| | |
| Offering Price: | $0.22 per Listed Share |
| | |
| Warrant Exercise Terms: | $0.30 per Listed Share for a 3-year period. |
| | |
| Non-Cash Commissions: | Shares Warrants |
| | Finders (Aggregate) N/A 544,389 |
| | |
| | Commission Terms: 508,389 non-transferable warrants is exercisable at $0.30 for a 3-year period and 36,000 non-transferable warrants is exercisable at $0.22 for a 3-year period. |
| | |
| Public Disclosure: | Refer to the company's news release(s) dated July 10, 2024, July 23, 2024, August 13, 2024, and August 30, 2024. |
_______________________________________
BULLETIN V2024-2638
SPANISH MOUNTAIN GOLD LTD. ("SPA")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,831,579 shares at a deemed price of $0.19 per share to settle outstanding debt for $348,000.
Number of Creditors: 1 Creditor
Non-Arm's Length Party / Pro Group Participation: N/A
Warrants: N/A
For more information, please refer to the Company's news releases dated July 26, 2024 and August 29, 2024.
_______________________________________
BULLETIN V2024-2639
TURNIUM TECHNOLOGY GROUP INC. ("TTGI")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation the Share Purchase Agreement dated May 30, 2024, and the amending agreements thereto (collectively, the "Agreement"), between the Company and an Arm's Length party ("Vendor"). Pursuant to the terms of Agreement, the Company has purchased all of the issued and outstanding shares of the Vendor in consideration of 40,000,000 class-A common shares of the Company ("Shares") at a deemed price of $0.15 per Share. The Shares are subject to contractual resale restrictions with the Shares being released from the resale restrictions in tranches until February 26, 2026. In addition to the Shares, the Vendors may be issued a number of additional Shares with an aggregate deemed value of up to $4,000,000 upon the achievement of certain EBITDA projections. The Vendor has been granted the right to appoint two individuals to the Company's board of directors and the Company's CEO. As a result of the transaction, the Vendor is now a wholly-owned subsidiary of the Company.
For further details, please refer to the Company's news releases dated Feb. 28, 2024; May 30, 2024; and August 22, 2024.
_______________________________________
BULLETIN V2024-2640
TURNIUM TECHNOLOGY GROUP INC. ("TTGI")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 3, 2024
TSX Venture Tier 2 Company
| Financing Type: | Non-Brokered Private Placement |
| | |
| Gross Proceeds: | $779,751.21 |
| | |
| Offering: | 11,139,303 Units. Each Unit consisting of one class-A common share ("Share") with 5,569,649 Share purchase warrants ("Warrants") attached. |
| | |
| Offering Price: | $0.07 per Unit. |
| | |
| Warrant Exercise Terms: | Each Warrant is exercisable into one Share at $0.105 at any time until August 22, 2026. |
| | |
| Non-Cash Commissions: | 331,000 non-transferable finder's warrants of the company ("Finder Warrants") |
| | |
| Commission Terms: | Each Finder Warrant is exercisable at $0.105 at any time until August 22, 2026. |
| | |
| Public Disclosure: | Refer to the company's news release(s) dated May 30, 2024, July 8, 2024, July 10, 2024, August 22, 2024. |
_______________________________________
NEX COMPANY:
BULLETIN V2024-2641
BUTTE ENERGY INC. ("BEN.H")
BULLETIN TYPE: Halt
BULLETIN DATE: September 3, 2024
NEX Company
Effective at 1:33 p.m. PST, August 30, 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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SOURCE TSX Venture Exchange
View original content: http://www.newswire.ca/en/releases/archive/September2024/03/c8999.html