BULLETIN V2024-2841
VALKEA RESOURCES CORP. ("OZ")
[formerly OUTBACK GOLDFIELDS CORP.] ("OZ")
BULLETIN TYPE: Reverse Takeover-Completed, Name Change and Consolidation, Private Placement-Non-Brokered, Resume Trading.
BULLETIN DATE: September 25, 2024
TSX Venture Tier 2 Company
The TSX Venture Exchange has accepted for filing the Company's Reverse Takeover, which includes the following transactions:
Name Change and Consolidation
Pursuant to a resolution passed by the directors of the Company on August 29, 2024, the Company has consolidated its capital on a ten (10) old for one (1) new basis (the "Consolidation"). The name of the Company has also been changed as follows.
Effective at the opening Friday, September 27, 2024, the common shares of Valkea Resources Corp. will commence trading on TSX Venture Exchange and the common shares of Outback Goldfields Corp. will be delisted.
The Company is classified as a 'Mining - Junior Natural Resource Mining' company.
Post - Consolidation
Capitalization: Unlimited shares with no par value of which
32,245,702 shares are issued and outstanding
Transfer Agent: Odyssey Trust Company
Trading Symbol: OZ (UNCHANGED)
CUSIP Number: 91916W101 (new)
Escrowed: 13,750,000 common shares
Escrow Term: three year(s)
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 25, 2024. The private placement raised $5,003,978.64 through the issuance of 125,099,466 subscription receipts (each, a "Subscription Receipt") at a price of $0.04 per Subscription Receipt ($0.40 on a post-Consolidation basis). Each Subscription Receipt automatically converted into one common share and one common share purchase warrant on closing of the Reverse Takeover Transaction:
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $5,003,978.64
Offering: 12,509,947 common shares with 12,509,947 warrants (post-Consolidation)
Offering Price: $0.40 per post-Consolidation common share
Warrant Exercise Terms: $0.60 per post-Consolidation warrant to purchase one post consolidation common share for a three-year period, subject to an accelerated expiry
Commissions in Securities: Shares Warrants
Finders (Aggregate) N/A 1,218,000 (post-Consolidation warrants)
Commission Terms: Each non-transferable warrant is exercisable at $0.40 to purchase one post-consolidation common share for a three-year period, subject to an accelerated expiry
Disclosure: Refer to the company's news releases dated June 21, 2024 and September 16, 2024, available on SEDAR+.
Private Placement-Non-Brokered: Bridge Financing
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $60,000
Offering: 150,000 post-Consolidation common shares with 150,000 warrants
Offering Price: $0.40 per post-Consolidation common share
Warrant Exercise Terms: $0.60 per post-Consolidation warrant to purchase one post-consolidation common share for a three-year period, subject to an accelerated expiry
Commissions in Securities: Shares Warrants
Finders (Aggregate) N/A 9,000 (post-Consolidation warrants)
Commission Terms: Each non-transferable warrant is exercisable at $0.60 (post-Consolidation) to purchase one post-consolidation common share for a three-year period, subject to an accelerated expiry
Disclosure: Refer to the company's news releases dated August 23, 2024 and September 5, 2024, available on SEDAR+.
Reverse Takeover Transaction:
Share purchase agreement between Valkea Resources Corp. [formerly Outback Goldfields Corp.], S2 Resources Ltd. ("S2") (ASX Listed: S2R) and Norse Exploration PTY Ltd. to acquire S2's wholly-owned Finnish subsidiary, Sakumpu Exploration Oy, which holds all of S2's portfolio of gold projects in Finland. Consideration under the acquisition agreement is C$7,000,000, comprised of a C$1,500,000 cash payment and the issuance of C$5,500,000 in common shares (being 13,750,000 common shares) of the Company.
The Exchange has been advised that the above transactions, approved by shareholders on September 3, 2024, have been completed.
Further information on these transaction is available in News Releases dated March 1, 2024 to September 18, 2024 and in the Company's Information Circular dated July 31, 2024, available on SEDAR+.
Resume Trading:
Effective at the opening Friday, September 27, 2024, the common shares of Valkea Resources Corp. will resume trading on TSX Venture Exchange
Company Contact: Ota Hally, Chief Financial Officer
Company Address: 1111 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 2J3
Company Phone Number: (604) 813-3931
Company Fax Number: N/A
Company Email Address: info@valkea.ca
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