VANCOUVER, BC, Sept. 6, 2024 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN V2024-2661

BROOKFIELD INVESTMENTS CORPORATION ("BRN.PR.A")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 1 Company

The Issuer has declared the following dividend:

Dividend per Class 1 Senior Preferred Shares, Series A:  $0.29375
Payable Date: September 27, 2024 
Record Date: September 20, 2024
Ex-dividend Date: September 20, 2024

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BULLETIN V2024-2662

FIDDLEHEAD RESOURCES CORP. ("FHR") ("FHR.WT")
BULLETIN TYPE: New Listing-Shares and Warrants
BULLETIN DATE: September 6, 2024
TSX Venture Tier 2 Company

Effective at the opening on Tuesday, September 10, 2024, the common shares and warrants of the Company will commence trading on TSX Venture Exchange.  The Company is classified as an 'Oil and gas extraction (except oil sands)' company.

Corporate Jurisdiction:  British Columbia

Escrowed Shares:     

Transfer Agent: Odyssey Trust Company
Trading Symbol:  FHR (new)
CUSIP Number: 31572D 20 3 (new)

Agent's Warrants:   4,080,000 non-transferable warrants. One warrant to purchase one additional unit at $0.20 per unit up to August 29, 2029, consisting of one common share and one common share purchase warrant to purchase one common share at $0.24 per share up to August 29, 2029.

Warrant Trading Symbol:    FHR.WT (new)
Warrant CUSIP Number:  31572D 12 0 (new)

For further information, please refer to the Company's Amended Listing Application dated August 29, 2024.

Company Contact: Brent Osmond (Chief Executive Officer, Director)
Company Address: Suite 2700, 1133 Melville Street, Vancouver, British Columbia V6E 4E5        
Company Phone Number: 1 (403) 999-8511         
Company Email Address: bosmond@fiddleheadresources.com       

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BULLETIN V2024-2663

MONTFORT CAPITAL CORP. ("MONT.PR.A")
BULLETIN TYPE:  Declaration of a Dividend
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

The Issuer has declared the following dividend:

Dividend per Preferred Share:  $0.02
Payable Date: September 27, 2024
Record Date:  September 19, 2024
Ex-dividend Date: September 19, 2024 

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BULLETIN V2024-2664

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  September 6, 2024
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on September 5, 2024 against the following company for failing to file the documents indicated within the required time period:

Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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BULLETIN V2024-2665

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  September 6, 2024
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on September 5, 2024 against the following company for failing to file the documents indicated within the required time period:

Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements.  Members are prohibited from trading in the securities of the companies during the period of the suspension or until further notice.

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BULLETIN V2024-2666

WEST RED LAKE GOLD MINES LTD. ("WRLG") ("WRLG.WT.A") ("WRLG.NT.U")
BULLETIN TYPE:  New Listing-Warrants, New Listing-Debentures
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

Effective at opening on Monday, September 9, 2024, the Company's unsecured gold-linked notes ("Notes") and common share purchase warrants ("Warrants") will commence trading on TSX Venture Exchange.  The Company is classified as a 'Mining' company.

Corporate Jurisdiction:    British Columbia

Warrant Capitalization:   19,287,598 Warrants, authorized by a warrant indenture dated March 19, 2024 of which 19,287,598 Warrants are issued and outstanding.

Transfer Agent:    Odyssey Trust Company
Trading Symbol: WRLG.WT.A    (new)
CUSIP Number: 95556L135      (new)

Warrant Exercise Terms:  Each Warrant entitles the holder thereof to purchase one common share of the Company ("Share") at an exercise price of $0.95 per Share, until March 19, 2029.

Corporate Jurisdiction:  British Columbia

Note Capitalization:   27,165,631 Notes, authorized by a trust indenture dated March 19, 2024, of which 27,165,631 Notes are issued and outstanding.

Transfer Agent:   TSX Trust Company
Trading Symbol:   WRLG.NT.U    (new)
CUSIP Number: 95556LAA9     (new)

Redemption:    The Company may, at any time and from time to time, purchase Notes in the market by private purchase, by tender, by contract or otherwise, at any price.

      If, upon an invitation for tenders, Note holders ("Holders") of not less than 90% of the aggregate principal amount of the outstanding Notes accept such tender offer and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days' prior written notice to the Transfer Agent and the remaining Holders, given not more than 30 days following the purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the price offered under the tender offer plus, to the extent not included therein, accrued and unpaid interest on the Notes that remain outstanding, to but excluding the date of redemption (the "Redemption Date") (subject to the right of Holders of record on the relevant Record Date to receive interest due on an interest payment date that is on or prior to the Redemption Date).

Interest:  Interest is accrued at a rate of 12.00% per annum, payable in equal quarterly amounts, provided that for any interest period that is shorter than a full monthly interest period, interest shall be calculated on the basis of a year of 365 days and the actual number of days elapsed in that period. The interest start date is as of March 19, 2024.

Upcoming Interest Payment Dates: September‎ ‎30‎, ‎2024; December‎ ‎30‎, ‎2024; March‎ ‎30‎, ‎2025; June‎ ‎30‎, ‎2025; and on a quarterly basis thereafter.

Maturity Date:  December 31, 2029 ("Maturity Date").

Subordination:    The Notes will be unsecured obligations of the Issuer, ranking pari passu with all other current and future unsecured debt of the Company, subordinated to all current and future secured debt and other liabilities of the Company, and senior to any future debt and other liabilities of the Company that are expressly subordinated to the Notes.

Note Terms:   Commencing January 1, 2026, the Company will cause gold to be placed in escrow on a quarterly basis into a gold trust account. The aggregate Principal of the Notes outstanding will be reduced by the Company on a quarterly basis (subject to Exchange approval), commencing on March 31, 2026, through the final payment on the Maturity Date. The Notes will amortize based on a guaranteed floor price of $1,800 USD per gold ounce ("Floor Price"), and any excess proceeds by which the gold price exceeds the Floor Price will be paid to Holders as a premium.

Clearing and Settlement:   The Debentures will clear and settle through CDS Clearing and Depository Services Inc.

Board Lot: The Debentures will trade in a board lot size of $1,000 USD face value.

Public Disclosure:  Refer to the press releases dated February 27, 2024; March 1, 2024; March 20, 2024; April 4, 2024; and September 5, 2024.

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24/09/06 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BULLETIN V2024-2667

AMERICAN CREEK RESOURCES LTD. ("AMK")
BULLETIN TYPE: Halt
BULLETIN DATE: September 6, 2024
TSX Venture Tier 2 Company

Effective at 5:31 a.m. PST, Sept. 6, 2024, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Canadian Investment Regulatory Organization, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

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BULLETIN V2024-2668

AVRUPA MINERALS LTD. ("AVU")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

Financing Type:  Non-Brokered Private Placement
Gross Proceeds:  $350,000
Offering:  10,000,000 Listed Shares with 10,000,000 warrants attached.

Offering Price: $0.035 per Listed Share

Warrant Exercise Terms:  $0.10 per Listed Share for a 3-year period.

Non-Cash Commissions:  N/A

Public Disclosure:  Refer to the company's news release(s) dated August 14, 2024, August 23, 2024, and September 5, 2024.

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BULLETIN V2024-2669

CATHEDRA BITCOIN INC. ("CBIT")
BULLETIN TYPE: Warrant Price Amendment
BULLETIN DATE: September 6, 2024
TSX Venture Tier 1 Company

Further to TSX Venture Exchange (the "Exchange") bulletin dated May 6, 2021, this is to advise that the Exchange has consented to a reduction in the exercise price of the following warrants:

Private Placement:

These warrants were issued pursuant to a private placement of $9,320,661 principal amount of Convertible Debentures with 14,794,700 share purchase warrants attached, which was accepted for filing by the Exchange effective March 26, 2021.

For further details, please refer to the Company's news release dated August 19, 2024.

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BULLETIN V2024-2670

CLEANTEK INDUSTRIES INC. ("CTEK")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: September 6, 2024
TSX Venture Tier 1 Company

Financing Type:  Non-Brokered Private Placement

Gross Proceeds:  $150,000.00

Offering:  1,000,000 Listed Shares with 500,000 warrants attached

Offering Price:  $0.15 per Listed Share

Warrant Exercise Terms:  $0.25 per warrant for a 2-Year period

Public Disclosure:  Refer to the company's news release(s) dated July 22, 2024, and September 5, 2024.

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BULLETIN V2024-2671

DEFENSE METALS CORP. ("DEFN")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: September 6, 2024
TSX Venture Tier 2 Company

Pursuant to the press release dated August 26, 2024, TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,600,000 common shares of the Company ("Shares") at a deemed price of $0.11 per share to settle severance for an aggregate amount of $176,000.

Number of Service Providers:    1 Creditor

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BULLETIN V2024-2672

EUROMAX RESOURCES LTD. ("EOX")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 12,292,899 shares and 12,292,899 share purchase warrants to settle outstanding debt for $245,857.98.

Number of Creditors:  1 Creditor

Warrants:    12,292,899 share purchase warrants to purchase 12,292,899 shares

Warrant Exercise Price:  $0.05 for a five-year period

The Company shall issue a news release when the shares are issued and the debt extinguished. For further information, please refer to the news release dated August 8, 2024.

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BULLETIN V2024-2673

NORTHFIELD CAPITAL CORPORATION ("NFD.A")
BULLETIN TYPE:  Property-Asset or b57 Share Disposition Agreement
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a non-arm's length share purchase agreement dated August 06, 2024 (the "Agreement"), between Northfield Capital Corporation (the "Company") and Hemlo Explorers Inc. (the "Purchaser"). Pursuant to the Agreement, the Purchaser acquired all of the 5,350,000 common shares of Rocky Shore Metals Ltd. ("Rocky Shore") held by the Company, on September 04, 2024.

As consideration for the disposition, the Purchaser issued the Company 15,151,200 common shares of the Purchaser at a deemed issue price of $0.053 per common share.

For further details, please refer to the Company's news release dated August 06, 2024 and September 05, 2024.

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BULLETIN V2024-2674

OMAI GOLD MINES CORP. ("OMG")
BULLETIN TYPE: Halt
BULLETIN DATE: September 6, 2024
TSX Venture Tier 2 Company

Effective at 6:04 a.m. PST, Sept. 6, 2024, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Canadian Investment Regulatory Organization, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

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BULLETIN V2024-2675

OMAI GOLD MINES CORP. ("OMG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 6, 2024
TSX Venture Tier 2 Company

Effective at 6:45 a.m. PST, Sept. 6, 2024, shares of the Company resumed trading, an announcement having been made.

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BULLETIN V2024-2676

POPREACH CORPORATION. ("INIK")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation in relation to an LLC Membership Purchase Agreement (the "Agreement") dated September 3, 2024 between PopReach Corporation (dba Ionik) (the "Company") and an arm's length party, Nimble5 Holdings, Inc., (the "Vendor"), whereby the Company has acquired, 100% of the membership interests of performance marketing business carried on by Nimble5, LLC, a private company based in California (the "Target").

Pursuant to the terms and subject to the conditions of the Agreement, the Company shall pay an initial aggregate purchase price of up to US$33,700,000 to be satisfied in the following manner: (i) US$17,500,000 cash on closing of the transaction, and US$2,500,000 cash on the first anniversary of the closing date, (ii) US$5,000,000 in non-interest bearing vendor take-back debt (the "Non-Interest Bearing Debt") (iii) US$6,000,000 million vendor take-back debt bearing interest at the rate of 10% per annum (iiii) 30,000,000 common shares of the Company issued on the fourth month anniversary of the Closing Date, based on the closing price per share on August 30, 2024, being CAD$0.12.

As future contingent consideration, the Company shall pay the Vendor the lesser of (i) US$10,000,000 and (ii) 25% of the Target's EBTDA for each year ending on December 31, 2024 (prorated from the Closing Date), December 31, 2025, December 31, 2026 and December 31, 2027. In addition, if the aggregate EBITDA generated by the Company as of the end of the 36-month period following the Closing Date is: (i) equal to or greater than US$25,000,000, then Vendor shall be entitled to a cash payment of US$30,000,000; or (ii) equal to or greater than US$20,000,000 but less than US$25,000,000, then Vendor shall be entitled to a cash payment of US$25,000,000 ("Lump Sum Earn-out").

The Vendor obligation to make payment of the Non-Interest Bearing Debt shall mature on the third anniversary of the closing date. The Interest-Bearing Debt shall mature on the earlier to occur of (i) an increase to the Company's senior credit facility, (ii) December 15, 2024, if certain payments expected to be received by the Vendor during the initial three (3) month period following the Closing Date are made in accordance with their scheduled terms, and (iii) November 30, 2026. The Vendor shall have the right to convert the Non-Interest Bearing Debt and the Lump Sum Earn-out into common shares of the Company at a deemed price of US$0.78 per share pursuant to an option agreement entered into between the Company and the Vendor.

For more information, refer to the Company's news release dated September 3, 2024.

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BULLETIN V2024-2677

RIDGELINE MINERALS CORP. ("RDG")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  September 6, 2024
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation the Earn-In Agreement dated August 21, 2024 (the "Agreement"), among the Company, the Company's subsidiaries, and an arm's-length party ("Purchaser"). Pursuant to the terms of Agreement, the Company will grant the Purchaser an option to acquire up to an 80% interest in the Company's Selena Project (the "Project"), in consideration of payments of cash, qualifying exploration expenditures ("Expenditures"), and the entering into a debt facility according to the following details:

The Purchaser has the option to earn an initial 60% ownership interest in the Project by paying the Company an execution payment of $100,000 USD in cash, and financing a minimum of $10,000,000 USD (of which $2,000,000 USD is guaranteed) in Expenditures on the Project over an initial 5-year term (the "First Option").

Subject to the Purchaser having exercised the First Option, the Purchaser will have a further option to increase its ownership interest in the Project to a total of 80% by incurring an additional $10,000,000 USD in Expenditures over a 3-year, phase 2 earn-in option period for an aggregate spend of $2,000,000 USD over eight years (the "Second Option"). If the Purchaser wishes to exercise the Second Option, it must within 42 months of the Second Option commencement date, arrange for and provide draft definitive documentation in respect of a debt facility from which (if executed) the Company may draw on to sufficiently finance its share of costs associated with the development of a mine at the Project through to commercial production ("Facility"). Execution of the Facility will be subject to, among other things, approval of the TSX Venture Exchange.

For further information, please reference the Company's news releases dated August 22, 2024, and September 6, 2024.

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NEX COMPANY:

BULLETIN V2024-2678

ELEVATION GOLD MINING CORPORATION ("ELVT.H")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  September 6, 2024
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to the arm's length disposition of the Company's Hercules property (the "Property"), which is held through the Company's subsidiaries. The Property consists of 1207 unpatented mining claims and 4 patented mining claims situated in Lyon County, Nevada, and 116 unpatented mining claims owned by Minquest Inc., situated in Lyon Country, Nevada, which are subject to an existing option agreement. The Company will receive $250,000 cash.

No finder's fee was payable.

For further details, please refer to the Company's news releases dated September 3, 2024, and September 5, 2024.

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SOURCE TSX Venture Exchange