Latest news with #TheEarlyWarningSystemandRelatedTake-Over
Yahoo
5 days ago
- Business
- Yahoo
Early Warning Press Release Respecting the Acquisition of Common Shares of RAMM PHARMA Corp.
TORONTO, May 30, 2025 (GLOBE NEWSWIRE) -- Jack Burnett ("CEO") today announced that he has filed an early warning report (the "Early Warning Report") under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the acquisition of securities of RAMM PHARMA Corp (CSE: RAMM) (the 'Company'). Pursuant to the terms of a Stock Transfer Agreement (the 'Agreement') dated May 30, 2025, between Jack Burnett, as purchaser, and Armando Blankleider, as vendor ('Vendor'), CEO acquired 4.667.000 common shares of the Company (the 'Common Shares') for consideration of CDN $ 46.667 (the 'Purchased Shares'). Immediately prior to the acquisition of the Purchased Shares, CEO exercised control or direction over 22,053,000 Common Shares, representing 18,47% of the Company's outstanding Common Shares. Immediately following the acquisition of the Purchased Shares (the 'Acquisition'), CEO holds 26,720,000 Common Shares representing 22,38% of the outstanding Common Shares of the Company. CEO acquired the Common Shares for investment purposes. CEO may from time to time in the future, subject to and in accordance with applicable securities laws, acquire or dispose of securities of the Company for investment purposes. The Acquisition was conducted in reliance on the 'private agreement exemption' in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids ('NI 62-104') and as a result was exempt from the take-over bid requirements in Part 2 of NI 62-104. The Purchased Shares were acquired from not more than five sellers and at a price less than 115% of the market price of the Common Shares, in each case as calculated in accordance with NI 62-104. A copy of the Early Warning Report filed by CEO will be available under the Company's profile on SEDAR at or may be obtained from José Roldan, Interim CFO, at jroldan@ +598 2513 9958
Yahoo
6 days ago
- Business
- Yahoo
Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Closing of the Private Placement of NXT Energy Solutions Inc
Calgary, Alberta--(Newsfile Corp. - May 30, 2025) - Ataraxia Capital ("Ataraxia"), announces that it has filed an early warning report (the "Early Warning Report") under National Instrument 62-103 — The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the conversion ("Conversion") of US$2,300,000 secured convertible debentures ("Convertible Debentures") of NXT Energy Solutions Inc. (the "Company") into common shares ("Shares") of the Company. Ataraxia had acquired Convertible Debentures pursuant to private placements (the "Private Placements") conducted on (i) May 31, 2023 in respect of US$1,200,000 principal amount of Convertible Debentures having a conversion price of US$0.143 per Share, (ii) July 10, 2023 in respect of US$200,000 principal amount of Convertible Debentures having a conversion price of US$0.143 per Share, (iii) October 30, 2024 in respect of US$500,000 principal amount of Convertible Debentures having a conversion price of US$0.24 per Share, and (iv) November 12, 2024 in respect of US$400,000 principal amount of Convertible Debentures having a conversion price of US$0.24 per Share. Immediately prior to the Conversion, Ataraxia did not hold any Shares, but assuming conversion of all of the Convertible Debentures, Ataraxia would have held 13,540,208 Shares of the Company representing 14.6% of the outstanding Shares. Accordingly, upon completion of the Conversion, Ataraxia now holds 13,540,208 Shares representing 14.6% of the outstanding Shares. Ataraxia has the right to nominate one (1) director to the board of the Company so long as Ataraxia holds at least 5% of the Shares. Ataraxia may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions and other relevant factors. A copy of the Early Warning Report filed by Ataraxia will be available under the Company's profile on SEDAR+ at Contact Information Ataraxia CapitalDr. Daere Akobo Phone: +234 9060005335 To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
22-05-2025
- Business
- Yahoo
RCF Opportunities Fund II L.P. Files Early Warning Report Regarding Common Shares of Defense Metals Corp.
DENVER, May 22, 2025 (GLOBE NEWSWIRE) -- RCF Opportunities Fund II L.P. ('RCF') reports that it has filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of the common shares (the 'Common Shares') in the capital of Defense Metals Corp. (the 'Company'). On May 21, 2025, the Company issued an aggregate of 32,277,963 Common Shares to holders of secured convertible notes of the Company (the 'Convertible Notes'), upon automatic conversion of the Convertible Notes at a price of C$0.125 per Common Share, and in full satisfaction of the accrued interest on the Convertible Notes (the 'Conversion Issuance'). Of this amount, the Company issued an aggregate of 4,080,012 Common Shares to RCF upon the conversion of RCF's C$500,000 Convertible Note, and in full satisfaction of the accrued interest thereon. On the same day, RCF subscribed for 1,720,370 units (the 'Units') of the Company at C$0.15 per Unit, for total proceeds of C$258,055.50, issued pursuant to a concurrent brokered and non-brokered private placement of the Company (the 'Private Placement', and together with the Conversion Issuance, the 'Transactions'). The Company issued an aggregate of 36,841,068 Common Shares under the Private Placement. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a 'Warrant'). Each Warrant entitles RCF to acquire one additional Common Share at a price of C$0.20 per Common Share, at any time on or before May 21, 2028. As a result of the issuances of Common Shares under the Transactions, RCF's beneficial ownership in respect of the Common Shares, being the securities subject to the most recent report required to be filed by RCF in respect of the Company under National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ('NI 62-103'), fell below 10% of the issued and outstanding Common Shares. Immediately prior to the Transactions, RCF owned and controlled a total of 25,871,008 Common Shares, representing approximately 9.13% of the issued and outstanding Common Shares. Assuming the conversion in whole of its Convertible Note, RCF would have come to own an aggregate of 29,871,008 Common Shares, representing approximately 11.27% of the issued and outstanding Common Shares on a partially-diluted basis. As a result of and immediately following the Transactions, RCF held 31,671,390 Common Shares, representing approximately 9.58% of the issued and outstanding Common Shares. Assuming the exercise of the Warrants, RCF would come to own 32,531,575 Common Shares, representing approximately 9.81% of the issued and outstanding Common Shares on a partially-diluted basis. As RCF no longer holds 10% or more of the issued and outstanding Common Shares, RCF will no longer file early warning reports in respect of its ownership of Common Shares unless and until such time as RCF's aggregate shareholdings exceed 10% of the issued and outstanding Common Shares on a non-diluted or partially-diluted basis. RCF acquired the Common Shares and Warrants in accordance with RCF's investment policy to generate proceeds from its investment in the Company. RCF may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities or may continue to hold its securities in the Company. The Company's head office is located at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6. To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR+ website at About RCF Opportunities Fund II L.P. RCF is a private investment fund existing under the laws of the Cayman Islands. RCF is ultimately controlled by RCF Management LLC. For further information and to obtain a copy of the early warning report, please contact: RCF Opportunities Fund II L.P.1400 Wewatta Street, Suite 850Denver, Colorado, 80202Telephone: (720) 946-1444 Attn: Mason HillsSign in to access your portfolio
Cision Canada
15-05-2025
- Business
- Cision Canada
ELECTRUM STRATEGIC OPPORTUNITIES FUND L.P. ACQUIRES UNITS OF NICKEL CREEK PLATINUM CORP.
This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. NEW YORK, May 15, 2025 /CNW/ - Pursuant to a private placement of Nickel Creek Platinum Corp. (the " issuer") which closed on May 14, 2025, Electrum Strategic Opportunities Fund L.P. (" Electrum") subscribed for and purchased 584,000 units (" Units") of the issuer at an aggregate subscription price of CAD$350,400 or CAD$0.60 per Unit in connection with the issuer's private placement (the " Private Placement"). Each Unit is comprised of one common share in the capital of the issuer (the " Common Shares") and one common share purchase warrant (" Warrant"). Upon completion of the Private Placement, Electrum and "joint actors" (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) of Electrum own 3,096,826 Common Shares and 1,051,257 Warrants which represent approximately 49.85% of the issued and outstanding Common Shares or approximately 57.11% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by Electrum, and that no other securities, including those convertible into, exercisable for, the issuer's securities, are issued, converted or exercised prior to the exercise of the Warrants. As at the date of the filing of Electrum's last Form 62-103F1 relating to its securityholdings of the issuer (the " Last Filing"), being September 27, 2024, the Offeror owned 2,512,826 Common Shares and 607,505 Warrants, representing approximately 44.83% of the issued and outstanding Common Shares or approximately 50.22% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by Electrum, and that no other securities, including those convertible into, exercisable for, the issuer's securities, are issued, converted or exercised prior to the exercise of the Warrants). The securities of the issuer noted above referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise. Electrum is an "accredited investor" (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (" NI 45-106")). The issuer is located at 2896 South Sheridan Way, Suite 202, Oakville, ON L6J 7T4. Electrum is located at 600 Fifth Avenue, 24th Floor, New York, NYMichael Williams (646-365-1600) or on the SEDAR+ profile of the issuer at
