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22/01/13 – TSX Venture Exchange Stock Maintenance Bulletins

22/01/13 – TSX Venture Exchange Stock Maintenance Bulletins
Canada NewsWire
VANCOUVER, BC, Jan. 13, 2022

VANCOUVER, BC, Jan. 13, 2022 /CNW/ – TSX VENTURE COMPANIES
AUREX ENERGY CORP. (“AURX.H”)[formerly Aurex Energy Corp. (“AURX”)BULLETIN TYPE:  Tr…

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22/01/13 – TSX Venture Exchange Stock Maintenance Bulletins

Canada NewsWire

VANCOUVER, BC, Jan. 13, 2022 /CNW/ – TSX VENTURE COMPANIES

AUREX ENERGY CORP. (“AURX.H”)
[formerly Aurex Energy Corp. (“AURX”)
BULLETIN TYPE:  Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company.  Therefore, effective at the opening on Monday, January 17, 2022, the Company’s listing will transfer to NEX, the Company’s Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Calgary to NEX.

As of January 17, 2022, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.

The trading symbol for the Company will change from AURX to AURX.H.  There is no change in the Company’s name, no change in its CUSIP number and no consolidation of capital.  The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.

Further to the TSX Venture bulletin issued August 10, 2020, trading in the shares of the Company will remain suspended.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

_______________________________________

KP3993 RESOURCES INC. (“KPEN.P“)
BULLETIN TYPE:  New Listing-CPC-Shares, Halt
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

This Capital Pool Company’s (the ‘Company’) Prospectus dated December 14, 2021 has been filed with and accepted by TSX Venture Exchange and the British Columbia, Alberta and Ontario Securities Commissions effective December 16, 2021, pursuant to the provisions of the relevant Securities Act and Multilateral Instrument 11-102 Passport System in Alberta. 

The Company will complete its initial distribution of securities to the public on Monday, January 17, 2022.  The gross proceeds to be received by the Company for the initial public offering will be $250,000 (2,500,000 common shares at $0.10 per share).

Commence Date:

At the opening Monday, January 17, 2022, the common shares
will be listed and immediately halted from trading on TSX Venture
Exchange.

The closing of the public offering is scheduled to occur on
Monday, January 17, 2022. A further notice will be published upon
the confirmation of closing and the trading halt will be lifted.

Corporate Jurisdiction:

British Columbia

Capitalization:

unlimited  common shares with no par value of which

8,800,000  common shares will be issued and outstanding on 
                completion of the initial public offering

Escrowed Shares:

6,300,000  common shares

Transfer Agent:

Marrelli Trust Company Limited

Trading Symbol:

KPEN.P

CUSIP Number:

482655107

Agent:

Research Capital Corporation

Agent’s Warrants:

175,000 non-transferable warrants.  Each warrant to purchase one
share at $0.10 per share for 24 months.

For further information, please refer to the Company’s Prospectus dated December 14, 2021.

Company Contact: Terry Wong       
Company Address: 2209-1111 Alberni Street, Vancouver, British Columbia V6E 4V2
Company Phone Number: 604-488-8878           
Company Email Address:  [email protected]      

________________________________________

MCCHIP RESOURCES INC (“MCS“)
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

The Issuer has declared the following dividend(s):

Dividend per Share:  $0.04
Payable Date:  February 2, 2022
Record Date:   January 26, 2022
Ex-dividend Date:  January 25, 2022

                                           ________________________________________

22/01/13 – TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES
ANGKOR RESOURCES CORP.  (“ANK“)
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

Effective at 8:50 a.m. PST, January 13, 2022, 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.

________________________________________

ANGKOR RESOURCES CORP.  (“ANK“)
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

Effective at 11:45 a.m. PST, January 13, 2022, shares of the Company resumed trading, an announcement having been made.

________________________________________

BRIXTON METALS CORPORATION (“BBB”)
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 8, 2021:

Number of Shares:

15,132,110 shares
33,741,000 flow-through shares
11,029,414 charity flow-through shares

Purchase Price:

$0.18 per share
$0.20 per flow-through share
$0.245 per charity flow-through

Warrants:

43,032,024 share purchase warrants to purchase 43,032,024 shares

Warrant Exercise Price:

$0.26 for a three-year period (15,132,110 unit warrants and 11,029414 charity
flow-through unit warrants)
$0.26 for a two year period (16,879,500 flow-through unit warrants)

Number of Placees:

110 placees

Insider / Pro Group Participation:

Name

Insider=Y /
ProGroup=P

# of Shares

Ian Ball

Y

1,500,000 F/T

Gary R. Thompson

Y

1,000,000 non F/T

Finder’s Fee:

PI Financial Corp. – $5,352.00 and 27,960 Agent’s Warrants that are exercisable
into common shares at $0.18 per share to December 7, 2023

GloRes Securities Inc. – $72,000.00 and 200,000 Agent’s Warrants that are
exercisable into common shares at $0.18 per share to December 7, 2023

Accilent Capital Management Inc. – $36,900.00 and 184,500 Agent’s Warrants
that are exercisable into common shares at $0.18 per share to December 7,
2023

Canaccord Genuity Corp. – $15,000.00 and 75,000 Agent’s Warrants that are
exercisable into common shares at $0.18 per share to December 7, 2023

Haywood Securities Inc. – $16,632.00 and 92,400 Agent’s Warrants that are
exercisable into common shares at $0.18 per share to December 7, 2023

Mezzo Consulting Services S.A. (Frank Hogel) – 779,837 Agent’s Warrants that
are exercisable into common shares at $0.18 per share to December 7, 2023

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases dated December 8, 2021 and December 16, 2021 announcing the closing of the private placement and setting out the expiry dates of the hold period(s). 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.

________________________________________

CASCADERO COPPER COPRPORATION  (“CCD.RT“)
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

Effective at 9:00 a.m. PST, January 13, 2022, trading in the shares of the Company was halted pending delisting; 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.

________________________________________

DAJIN LITHIUM CORP. (“DJI“)
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation in respect of the Company’s acquisition via plan of arrangement of HeliosX Corp., a private mineral exploration and mining technology company holding 311,902 acres of lithium brine exploration rights in Alberta and certain extraction agreements.  Total consideration for the acquisition, based on an exchange ratio of 0.63 as agreed upon by each party, consisted of 19,736,897 common shares at a deemed price of $0.75 per share and 10,080,000 share purchase warrants, each warrant exercisable at $0.75 until August 5, 2023.

For further information, please reference the Company’s news releases dated October 20, 2021 and January 13, 2022, and information circular dated October 5, 2021.

________________________________________

EMPRESS ROYALTY CORP. (“EMPR”)
BULLETIN TYPE:  Shares for Bonuses
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 7,500,000 bonus warrants to Nebari Natural Resources Credit Fund I, LP in consideration of the loan in the amount of US$4,500,000. Each warrant is exercised into one common share at an exercise price of $0.27 for a period of two years. The loan has a term of 24 months with interest equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which is approved by the Lender plus 10% per annum, with a minimum LIBOR “floor” of 1%.    

________________________________________

RATHDOWNEY RESOURCES LTD. (“RTH“)
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 29, 2021 and September 21, 2021:

Number of Shares:

38,964,853 shares

Purchase Price:

$0.035 per share

Warrants:

38,964,853 share purchase warrants to purchase 38,964,853 shares

Warrant Exercise Price:

$0.10 for a five-year period

Number of Placees:

17 placees

Insider / Pro Group Participation:

Name

Insider=Y /
ProGroup=P

# of Shares

David Copeland

Y

2,285,714

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases dated August 6, 2021, October 27, 2021, and January 7, 2022 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

RATHDOWNEY RESOURCES LTD. (“RTH”)
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE: January 13, 2022 
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company’s proposal to issue 14,285,714 shares to settle outstanding debt for $500,000.

Number of Creditors:

1 Creditor

Insider / Pro Group Participation:

Creditor

Insider=Y /
Progroup=P

Amount 
Owing

Deemed Price
per Share

# of Shares

David J. Copeland

Y

$500,000

$0.035

14,285,714

The Company shall issue a news release when the shares are issued and the debt extinguished.

________________________________________

REUNION GOLD CORPORATION (“RGD“)
BULLETIN TYPE:  Miscellaneous 
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted the Company’s warrant incentive program (the “Warrant Incentive Program) designed to encourage the exercise of up to 117,969,343 existing warrants of the Company. Each warrant entitled the holder to acquire one common share at a price of $0.12 per share for a two-year period.

Pursuant to the Warrant Incentive Program, each of the holders of warrants that exercised warrants during an early exercise period (the “Early Exercise Period”) received an additional one-half of one common share purchase warrant entitling such holder to acquire one common share of the Company at a price of $0.20 per share for a two-year period. 

The Early Exercise Period commenced on November 16, 2021 and expired on December 15, 2021.

In connection with the Warrant Incentive Program, a total of 67,606,028 warrants were exercised, providing gross proceeds of $8,112,723 to the Company and resulting in the Company issuing 67,606,028 Common Shares and 33,803,011 Incentive Warrants as follows:

Number of shares issued upon exercise of existing warrants:

67,606,028 common shares

Purchase Price (exercise price of the existing warrants):

$0.12 per share

Incentive Warrants:

33,803,011 share purchase warrants to
purchase 33,803,011 shares.

Incentive Warrant Exercise Price:

$0.20 per share for a two-year period

Number of Placees:

31

 

Name

Insider=Y /

ProGroup=P

Number of
Shares

Laurentian Mountain Investments
Limited (David A. Fennell)

Y

3,125,000

Carole Plante

Y

20,000

Alain Krushnisky

Y

34,276

Richard Cohen

Y

200,000

Dundee Resources Limited

Y

17,067,307

Vijay Kirpalani

Y

73,560

Carlos Horacio Bertoni

Y

115,500

David A. Fennell

Y

4,319,231

Rejean Gourde

Y

150,000

Aggregate Pro Group Involvement
[ 5 Placees]

P

1,405,000

 

All warrants that were not exercised under the Warrant Incentive Program continued to entitle the holder to acquire one common share at the exercise price of $0.12 per common share until August 6, 2022, May 18, 2023, and May 21, 2023.

For further details, please refer to the Company’s news releases dated November 15, 2021, and December 17, 2021.

________________________________________

TENTH AVENUE PETROLEUM CORP.  (“TPC“)
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

Effective at 4:45 a.m. PST, January 13, 2022, 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.

________________________________________

UNIVERSAL IBOGAINE INC. (“IBO“)
BULLETIN TYPE:  Regional Office Change
BULLETIN DATE:  January 13, 2022
TSX Venture Tier 2 Company

Pursuant to Policy 1.2, TSX Venture Exchange has been advised of, and accepted the change of the Filing and Regional Office from Calgary to Vancouver.

________________________________________

SOURCE TSX Venture Exchange


private placement
initial public offering
investment
acquisition
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angkor resources corp
tsxv-aurx
aurex-energy-corp
aurex energy corp
tsxv-bbb
brixton-metals-corporation
brixton metals corporation
tsxv-dji
dajin-lithium-corp
dajin lithium corp
tsxv-empr
empress-royalty-corp
empress royalty corp
tsxv-rth
rathdowney-resources-ltd
rathdowney resources ltd
tsxv-rgd
reunion-gold-corporation
reunion gold corporation
press-release

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StraightUp Resources Closes Third Tranche of Private Placement

Vancouver, British Columbia–(Newsfile Corp. – January 27, 2022) – StraightUp Resources Inc. …

Vancouver, British Columbia–(Newsfile Corp. – January 27, 2022) – StraightUp Resources Inc. (CSE: ST) (OTCQB: STUPF) (“StraightUp”or the “Company”) announces that, further to its earlier news releases, it has closed the third tranche of its non-brokered private placement (the “Private Placement”). The Company raised a total of $220,000 through the issuance of 100,000 flow through common shares at a price of $0.20 per flow through share (a “FT Share”) and 1,000,000 units at a price of $0.20 per unit (a “Unit”). Each Unit consists of one common share and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of $0.20 per warrant share for a period of two years expiring January 27, 2024.

The Company paid cash commission of $14,000 and issued 70,000 finder warrants at a price of $0.20 for a period of two years expiring January 27, 2024. All securities issued are subject to a four month hold period expiring May 28, 2022.

The net proceeds from the sale of the FT Shares will be used for exploration on the Company’s projects in Canada and the net proceeds from the sale of the Units will be used for the advancement of the Company’s exploration assets and for general working capital.

The Company also announces that, in accordance with the Company’s stock option plan, it has granted to certain of its directors, officers, employees and consultants incentive stock options to purchase up to an aggregate of 2,660,000 common shares exercisable on or before January 27, 2027 at a price of $0.14 per share.

On Behalf of the Board of Directors
Mark Brezer President and Director

For further information, please contact:
Mark Brezer
President and Director
[email protected]
(604) 989-6275

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release).

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Not for Distribution to United States News Wire Services or for Dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111889






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Clean Air Metals Announces Publication of 2021 ESG Report On Operations, through the Onyen Corporation On-line Platform

Clean Air Metals Announces Publication of 2021 ESG Report On Operations, through the Onyen Corporation On-line Platform
PR Newswire
THUNDER BAY, ON, Jan. 27, 2022

THUNDER BAY, ON, Jan. 27, 2022 /PRNewswire/ – Clean Air Metals Inc. (“Clean Air Metal…

Clean Air Metals Announces Publication of 2021 ESG Report On Operations, through the Onyen Corporation On-line Platform

PR Newswire

THUNDER BAY, ON, Jan. 27, 2022 /PRNewswire/ – Clean Air Metals Inc. (“Clean Air Metals” or the “Company”) (TSXV: AIR) (OTCQB: CLRMF) (FRA: CKU) is pleased to announce the conclusion of a comprehensive review of Environmental, Social and Governance (ESG) factors related to its mining exploration and development operations at its Thunder Bay North Project, Ontario, Canada.

The ESG report was prepared from data provided by Clean Air Metals to Onyen Corporation, using Onyen’s innovative software solution and on-line ESG Platform. The report, titled Clean Air Metals Inc. – 2021 ESG Report” has been filed on the Clean Air Metals’ website at www.cleanairmetals.ca at https://onyen.com/published/CAM_2021_Annual_597.html.

The Company also announces the resignation of Mr. Carson Phillips, M.Eng. as VP Corporate Development effective January 31, 2022 to pursue other business interests. Carson will remain a Consultant to the Corporation.

Clean Air Metals CEO Abraham Drost, stated that “the publication of the Onyen online ESG report is a watershed moment for Clean Air Metals. The Company has a strong policy-driven pursuit of excellence driven by its Board of Directors. The unique on-line platform of Onyen Corporation has established baseline ESG performance of the Company pursuant to economic, environmental and social charters, principles, or other initiatives to which the Company subscribes, or which it endorses, such as PDAC e3-Plus and the UN Global Compact.

We also extend our best wishes to Carson Phillips and wish him all success personally and professionally in his new ventures. Carson has made a solid contribution to the startup of the Company which is very much appreciated.”

For more information about Onyen Corporation, visit http://www.onyen.com/.

About Clean Air Metals Inc.
Clean Air Metals’ flagship asset is the 100% owned, high grade Thunder Bay North Project, a platinum, palladium, copper, nickel project located near the City of Thunder Bay, Ontario and the Lac des Iles Mine owned by Impala Platinum. The Thunder Bay North Project hosts twin magma conduit bodies hosting the Current and Escape deposits, forming the basis for a positive preliminary economic assessment (PEA) around a ramp access underground mine effective December 1, 2021.

Executive Chairman Jim Gallagher and CEO Abraham Drost lead an experienced team of geologists and engineers who are using the Norilsk magma conduit stratigraphic and mineral deposit model to guide ongoing exploration and development studies at Thunder Bay North. As the former CEO of North American Palladium Ltd. which owned the Lac des Iles Mine prior to the sale to Impala Platinum in December 2019, Jim Gallagher and team are credited with the mine turnaround and creation of significant value for shareholders.

Social Engagement
Clean Air Metals Inc. and its wholly-owned subsidiary Panoramic PGMs (Canada) Ltd. acknowledge that the Thunder Bay North Project is on the traditional territories of the Fort William First Nation, Red Rock First Nation and Biinjitiwabik Zaaging Anishinabek. The parties together are the Cooperating Participants in a Memorandum of Agreement dated January 9, 2021.

The Company appreciates the opportunity to work in these territories and remains committed to the recognition and respect of those who have lived, traveled, and gathered on the lands since time immemorial. Clean Air Metals is committed to stewarding Indigenous heritage and remains committed to building, fostering and encouraging a respectful relationship with First Nations, Métis, and Inuit peoples based upon principles of mutual trust, respect, reciprocity and collaboration in the spirit of reconciliation.

ON BEHALF OF THE BOARD OF DIRECTORS

“Abraham Drost”

Abraham Drost, Chief Executive Officer of Clean Air Metals Inc.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note
The information contained herein contains “forward-looking statements” within the meaning of applicable securities legislation, including statements regarding the potential of the Thunder Bay North Project and the Escape and Current deposits and timing of technical studies (include the preliminary economic assessment) and mineral resource estimates. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Actual events or results could differ materially from the Company’s expectations or projection.

View original content:https://www.prnewswire.com/news-releases/clean-air-metals-announces-publication-of-2021-esg-report-on-operations-through-the-onyen-corporation-on-line-platform-301470173.html

SOURCE Clean Air Metals Inc.


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Bell Copper Adopts Shareholder Rights Plan

Vancouver, British Columbia–(Newsfile Corp. – January 27, 2022) – Bell Copper Corporation (TSXV: BCU) (OTCQB: BCUFF) ("Bell Copper" or the "Company")…

Vancouver, British Columbia–(Newsfile Corp. – January 27, 2022) – Bell Copper Corporation (TSXV: BCU) (OTCQB: BCUFF) (“Bell Copper” or the “Company”) announces that it has entered into a shareholder rights plan agreement (the “Plan”) with TMX Trust Company as rights agent effective January 27, 2022. The Plan is similar to rights plans adopted by other Canadian public companies and has not been adopted in response to any pending or threatened takeover bid for Bell Copper nor is the Company aware of any such effort. Rather, the Plan has been adopted with a view to ensuring, to the extent possible, that all shareholders of the Company have an equal opportunity to participate in, and are treated fairly in the event of a “creeping takeover bid” for the Company. Creeping takeover bids, which were not addressed in Canada’s takeover bid regime updated in May 2016, occur where acquisition of effective control takes place through a number of share purchases over time.

While the Plan is effective immediately, it is subject to ratification by the Company’s shareholders within six months of its adoption. Bell Copper will be seeking shareholder ratification of the Plan at a special meeting of its shareholder which will be scheduled to be held before June 25, 2022 (the “SGM”). A summary of the principal terms of the Plan will be described in the management information circular being sent to all Bell Copper shareholders in connection with the SGM and a complete copy of the Plan will be made available for viewing under the Company’s profile on SEDAR at www.sedar.com.

Under the Plan, one right (a “Right”) has been issued in respect of each issued and outstanding common share of Bell Copper as of the close of business on January 27, 2022 and one Right will also be issued and attach to each subsequently issued common share. These Rights will only become exercisable if a person (an “Acquiring Person”), including affiliates and associates and persons acting jointly or in concert with such person (“Related Persons”), becomes the beneficial owner of 20% or more of the outstanding common shares of Bell Copper without complying with the “permitted bid” provisions of the Plan or, in certain circumstances, without the approval of the Company’s board of directors (the “Board”). In such event, holders of common shares, other than the Acquiring Person and any Related Persons, will be entitled to exercise their Rights and purchase common shares of the Company at a substantial discount to the then market price of the Company’s shares.

The Plan is scheduled to expire at the close of business on the date of Bell Copper’s annual meeting of shareholders to be held in in 2025, unless terminated earlier in accordance with the terms of the Plan. The Plan has been submitted to the TSX Venture Exchange, and remains subject to approval of the TSX Venture Exchange and ratification by Bell Copper’s shareholders at the SGM, failing which the Plan and all Rights issued thereunder will terminate.

About Bell Copper

Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of large copper deposits located in Arizona. Bell Copper is exploring its 100% owned Big Sandy Porphyry Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture – Earn In.

On behalf of the Board of Directors of
Bell Copper Corporation

“Timothy Marsh”

Timothy Marsh, President, CEO & Director

For further information please contact the Company
Tel: 1 800 418 8250
Email: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof. Forward-looking statements in this news release include that the shareholders rights plan will ensure that all shareholders are treated fairly in the event of a takeover and that the plan will be put to shareholder at the SGM for ratification. Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Bell Copper operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies, including the risk that the TSX Venture Exchange will not approve the shareholders rights plan and that the shareholders will not ratify the plan at the SGM. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111877





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