TSX VENTURE COMPANIES
BULLETIN V2024-0600
BARSELE MINERALS CORP. ("BME")
GOLD LINE RESOURCES LTD. ("GLDL")
BULLETIN TYPE: Plan of Arrangement-, Shares for Services, Private Placement-Non-Brokered, Delist
BULLETIN DATE: February 26, 2024
TSX Venture Tier 2 Company
Plan of Arrangement
TSX Venture Exchange has accepted for filing an arrangement agreement dated December 12, 2023 (the "Agreement") between Barsele Minerals Corp. ("Barsele") and Gold Line Resources Ltd. ("Gold Line") pursuant to which Barsele acquired Gold Line. The acquisition was completed pursuant to a plan of arrangement under the provisions of the Business Corporations Act (Business Columbia) (the "Arrangement").
Gold Line's shareholders approved the Arrangement at a special meeting held on February 15, 2024. The Supreme Court of British Columbia approved the Arrangement on February 20, 2024. The Arrangement closed on February 23, 2024, with shareholders of Gold Line receiving 0.7382 of a common share of Barsele for each common share of Gold Line held, all as more particularly described in Gold Line's information circular dated January 17, 2024. Letters of transmittal were used.
For further details, please refer to Barele's and Gold Line's news releases dated December 13, 2023, February 16, 2024, February 21, 2024 and February 26, 2024 and Gold Line's information circular dated January 17, 2024, each of which is available on SEDAR+.
Shares for Services
TSX Venture Exchange has accepted for filing Gold Line's proposal to issue 1,151,450 Gold Line shares at a deemed price of $0.0865 per share, in consideration of certain services provided to Gold Line by an arm's length service provider pursuant to an engagement letter dated December 7, 2023 as amended on February 21, 2024.
Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to Barsele's Non-Brokered Private Placement announced on December 13, 2023. The private placement has raised $1,212,359.85 with the issuance of 8,082,399 subscription receipts at a price of $0.15 per subscription receipt. Each subscription receipt has been automatically converted into one (1) unit of Barsele upon closing of the Arrangement, where each unit is comprised of one (1) common share of Barsele and one-half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder thereof to acquire one (1) additional common share of Barsele at a price of $0.25 for a period of two years from the date of issuance. The following common shares of Barsele have been issued:
Number of Shares: 8,082,399 common shares
Purchase Price: $0.15 per common share
Warrants: 4,041,197 common share purchase warrants to purchase 4,041,197 common shares
Warrant Exercise Price: $0.25 for a two-year period
Number of Placees: 39 placees
Insider / Pro Group Participation:
Placees # of Placee (s) Aggregate # of Shares
Aggregate Existing Insider Involvement: N/A N/A
Aggregate Pro Group Involvement: 4 800,000
Aggregate Cash Amount Aggregate #
of Shares Aggregate #
of Warrants
Finder's Fee: $51,895.20 N/A 345,967
Finder's Warrants Terms: Each warrant entitles the holder to purchase one common share at the price of $0.25 for period of 2 years from the date of issuance.
Barsele issued a news release on January 18, 2024, January 26, 2024 and February 9, 2024 confirming 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.
Delist
In connection with the Arrangement and effective at the close of business on Tuesday, February 27, 2024, the common shares of Gold Line will be delisted from TSX Venture Exchange.
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