BTU CAPITAL CORP. ("BTU")
[formerly BTU Capital Corp. ("BTU.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE: June 19, 2017
TSX Venture Tier 2 Company
Qualifying Transaction-Completed/New Symbol:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing BTU Capital Corp. (the "Company") Qualifying Transaction described in its filing statement (the "Filing Statement") dated May 30, 2017. As a result, effective at the opening on Tuesday, June 20, 2017, the trading symbol for the Company will change from BTU.H to BTU and the Company will no longer be considered a Capital Pool Company.
The Qualifying Transaction includes the property option agreement dated January 25, 2017 (the "Agreement") among the Company, Steven Anderson, Don McKinnon, 2554022 Ontario Ltd. and Kidridge Capital Inc. (collectively, the "Optionors"). Pursuant to the Agreement, the Company has acquired the option to earn a 100% interest in the "Shakespeare Property" located in the Shakespeare Township outside of Sudbury, Ontario (the "Property").
Consideration for the Property is aggregate share payments of 1.8 million common shares over 12 months, as well as exploration expenditures of $400,000 over two (2) years. The Optionors will also be granted a 2% NSR royalty, of which the Company can purchase 1.0% back for $1 million.
The Exchange has been advised that the Qualifying Transaction has been completed. The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement dated May 30, 2017, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 21, 2017 and May 31, 2017:
Number of Shares: 12,000,000 shares and 1,800,000 flow-through shares
Purchase Price: $0.05 per share
$0.10 per flow-through shares
Warrants: 600,000 share purchase warrants to purchase 600,000 shares
Warrant Exercise Price: $0.10 for a one year period
Number of Placees: 77 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
England Communications Ltd.
(Michael England) Y 1,600,000
Twila Jensen Y 100,000
Tyro Industries Corp.
(Derrick Strickland) Y 100,000
Phil Taneda Y 100,000
Aggregate Pro Group Involvement P 1,530,000
[10 Placee(s)]
Finder's Fee: Haywood Securities Inc. - $10,000
PI Financial Corp. - $11,500
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated June 16, 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.
Resume Trading:
Effective at the open on Tuesday, June 20, 2017, shares of the Company will resume trading.
The Company is classified as a 'Mining' company.
Capitalization: Unlimited shares with no par value of which
17,253,334 shares are issued and outstanding
Escrow: 333,334 shares subject to Tier 2 Value (4,800,001 of which were escrowed pursuant to the CPC IPO)
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: BTU (new)
CUSIP Number: 056026 20 6 (unchanged)
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