BULLETIN V2024-0458
COPPEREX RESOURCES CORPORATION ("CUEX")
[formerly GOTHAM RESOURCE CORP. ("GHM.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE: February 12, 2024
TSX Venture Tier 2 Company
Qualifying Transaction
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its filing statement dated January 31, 2024 (the "Filing Statement"). As a result, at the opening on Wednesday, February 14, 2024, the Company will no longer be considered a Capital Pool Company.
The arm's length Qualifying Transaction includes the following, all of which have been accepted by the Exchange:
Acquisition of CopperEx Resources Corporation
The Company acquired all of the issued and outstanding shares of CopperEx Resources Corporation ("CopperEx") pursuant to an amalgamation agreement dated October 13, 2023. As consideration for the acquisition of CopperEx, the Company issued 57,063,039 pre-consolidation common shares (equivalent to 19,021,013 post-consolidation common shares) (not including the common shares issued in the subscription receipt financings). CopperEx holds interests in the Exploradora Norte and Kio Buggy properties located in Chile and the La Rico propery in Peru.
Finder's Fee: N/A
In connection with the Qualifying Transaction, CopperEx completed a non-brokered private placement raising gross proceeds of $1,955,403 through the issuance of 2,607,204 subscription receipts at a price of $0.75 per subscription receipt. The subscription receipts automatically converted in connection with the closing of the Qualifying Transaction, with each subscription receipt holder ultimately receiving one post-consolidation common share and one-half of one post-consolidation share purchase warrant for each subscription receipt held:
The Exchange has been advised that the above transaction was completed on February 8, 2024.
For further information, please see the Filing Statement and the Company's news releases dated August 16, 2023, October 16, 2023, January 18, 2024, February 2, 2024 and February 8, 2024, all of which are available on SEDAR+.
Name Change and Consolidation
Immediately following the completion of the Qualifying Transaction and pursuant to a directors' resolution passed on February 7, 2024, the Company has consolidated its capital on a three (3) old for one (1) new basis. The name of the Company has also been changed from Gotham Resource Corp. to CopperEx Resources Corporation.
Effective at the opening on Wednesday, February 14, 2024, the common shares of CopperEx Resources Corporation will commence trading on TSX Venture Exchange, and the common shares of Gotham Resource Corp. will be delisted.
The Company is classified as a 'Mining' company (NAICS Number: 212233).
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
29,108,014 shares are issued and outstanding
Escrow: 9,826,572 common shares. Of these, 3,875,000 common shares are subject to 18 month CPC Escrow and 5,951,572 common shares are subject to 36 month Tier 2 Value Escrow
Transfer Agent: Odyssey Trust Company (unchanged)
Trading Symbol: CUEX (NEW)
CUSIP Number: 217641109 (NEW)
Private Placement Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 16, 2023. The private placement raised gross proceeds of $1,066,025.25 through the issuance of 1,421,367 subscription receipts at a price of $0.75 per subscription receipt. The subscription receipts automatically converted in connection with the closing of the Qualifying Transaction, with each subscription receipt holder ultimately receiving one post-consolidation common share and one-half of one post-consolidation share purchase warrant for each subscription receipt held:
Number of Shares: 1,421,367 post-consolidation shares
Purchase Price: $0.75 per share
Warrants: 710,683 share purchase warrants to purchase 710,683 post-consolidation shares
Warrant Exercise Price: $1.00 for a one-year period, subject to an acceleration right
Number of Placees: 10 placees
Insider / Pro Group Participation:
Insider / Pro Group Participation:
Placees # of Placee(s) Aggregate # of Shares
Aggregate Existing Insider Involvement: N/A N/A
Aggregate Pro Group Involvement: N/A N/A
Aggregate Cash Amount Aggregate #
of Shares Aggregate #
of Warrants
Finder's Fee: $60,960.02 N/A 81,280 warrants
Finder's Warrants Terms: Each finder warrant entitles the holder to purchase one post-consolidation common share at the price of $1.00 for a period of one year from the date of issuance, subject to an acceleration right.
The Company issued a news release on January 18, 2024 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.
Contact Information
Company Contact: David Prins (President & CEO)
Company Address: CopperEx Resources Corporation, 1055 Dunsmuir Street, Suite 3000, Vancouver BC V7X 1K8
Company Phone Number: 778-785-3000
Company Website: www.copperexcorp.com
Company Email Address: info@copperexcorp.com
Resume Trading
Effective at the opening on Wednesday, February 14, 2024, the shares of the Company will resume trading.
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