NEX COMPANIES
ARDONBLUE VENTURES INC. ("ARB")
[formerly Ardonblue Ventures Inc. ("ARB.H")]
BULLETIN TYPE: Graduation from NEX to TSX Venture, Symbol Change, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Shares for Debt
BULLETIN DATE: July 24, 2017
NEX Company
Ardonblue Ventures Inc. (the "Company") has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective at the opening, Tuesday, July 25, 2017, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Effective at the opening, Tuesday, July 25, 2017, the trading symbol for the Company will change from ARB.H to ARB.
Capitalization: Unlimited shares with no par value of which
58,426,569 shares are issued and outstanding
Escrow: Nil
Acquisition of up to a 100% interest in the Midas and Empire Projects:
The Company entered two separate letter agreements with J2 Syndicate Holdings Ltd. (the "Syndicate") and its members (the "Optionors") providing the Company with the option to acquire, subject to a net smelter return royalty, a 100% interest in the Empire Project located in the Omineca Mining District and a 100% interest in the Midas Project located in the Skeena Mining District (the "Midas Project").
In order to keep each of the options (collectively the "Options") in good standing the Company is required to make initial payments of $300,000 on each property and annual cash payments totalling $3.4 million for each Option over a ten year period of which the first payment of $300,000 is obligatory, the second year payment of $300,000 due on May 1, 2018 is optional and each subsequent annual payment of $500,000 due on May 1 of each year is optional and will be credited as advance royalty payments.
On the closing date the Company is also required to issue 8.2 million units ("Units") for each of the Options to the Optionors, each Unit being comprised of one share plus one share purchase warrant entitling the holder to purchase one share of the Company for $0.08 for a period of five years. All warrants will be subject to provisions prohibiting exercise if, as a result, the holder would hold 10% or more of Ardonblue's outstanding shares post-exercise. In addition, the warrants will be held in escrow by the solicitors for the Company and will be released rateably in tranches as, when and if the exercise of the warrants released from escrow, together with all shares issued to the Optionors on the Effective Date and then owned by the Optionors, would not result in the Optionors, as a group, holding more than 49.9% of the outstanding shares of the Company.
In order to keep each of the Options in good standing the Company is also required to issue 4.1 million shares to the Optionors at the beginning of May in each of the second, third and seventh years. The Company is required to make exploration expenditures of $350,000 on the Midas Project and $450,000 on the Empire Project in the first year and to keep each of the Options in good standing thereafter is required to make subsequent annual expenditures of $500,000; $1 million, $1.5 million, $2 million, $3 million and $5 million with the requirement in year eight to elect by May 1, 2024 to produce a feasibility report by May 1, 2027.
For further information see the Company's news release dated March 15, 2017 which is available under the Company's profile on SEDAR.
Insider / Pro Group Participation: None
Private Placement - Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 9, 2017:
Number of Shares: 20,000,000 shares
Purchase Price: $0.15 per share
Warrants: 20,000,000 share purchase warrants to purchase 20,000,000 shares
Warrant Exercise Price: $0.25 for a two year period. The warrants are subject to an accelerated exercise provision in the event the Company's shares trade at $0.50 or greater for 10 consecutive trading days.
Number of Placees: 94 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Chris Verrico Y 50,000
Aggregate Pro Group Involvement P 2,202,333
[14 Placees]
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated July 19, 2017 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.
Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 5,500,000 shares at $0.06 per share to settle outstanding debt for $330,000.
Number of Creditors: 1 Creditor
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price
Creditor Progroup=P Owing per Share # of Shares
Sunrise Communications Y $330,000.00 $0.06 5,500,000
The Company shall issue a news release when the shares are issued and the debt extinguished.
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