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Trojan Gold Inc. Closes a Non-Brokered Unit Offering
TMX Newsfile· 2025-12-23 22:44
Core Viewpoint - Trojan Gold Inc. has successfully closed a non-brokered private placement, raising a total of $200,000 through the issuance of 2,000,000 units at a price of $0.10 per unit [1][2]. Group 1: Private Placement Details - The units consist of one common share and one common share purchase warrant, with each warrant allowing the purchase of an additional common share at an exercise price of $0.15 for 24 months [2]. - The total gross proceeds from the private placement were satisfied by amounts previously advanced to the company [1]. - All securities issued are subject to a four-month and one-day hold period from the closing date, and no finders' fees were paid [3]. Group 2: Related Party Transaction - The issuance of the units is classified as a "related party transaction" under Multilateral Instrument 61-101, with the company relying on exemptions from valuation and minority approval requirements [4]. - The fair market value of the transaction does not exceed 25% of the company's market capitalization, allowing the company to proceed without additional approvals [4]. Group 3: Company Overview - Trojan Gold Inc. is a junior exploration company based in Ontario, focusing on mineral exploration in the Hemlo Gold Camp and Shebandowan Greenstone Belt [5]. - The company is led by a team with expertise in exploration, engineering, project financing, and permitting [5]. - Trojan Gold is listed on the Canadian Securities Exchange under the symbol CSE: TGII and on the Frankfurt Exchange under the symbol KC1 [5].
StorageVault to Acquire Six Assets for $71.8 Million, Exceeding $200 Million Completed and Announced Transactions for 2025
Globenewswire· 2025-12-18 12:30
TORONTO, Dec. 18, 2025 (GLOBE NEWSWIRE) -- STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX) is pleased to announce that it has agreed to acquire six assets from five vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $71.8 million, subject to customary adjustments and due diligence conditions (the “Acquisitions”). Four of the transactions are arm’s length, and one transaction consisting of two stores, totaling $42.0 million, is a related party acquisition (the “Related Party A ...
Unigold Proposes to Extend Warrants
Newsfile· 2025-12-09 21:18
Toronto, Ontario--(Newsfile Corp. - December 9, 2025) - Unigold Inc. (TSXV: UGD) (OTC Pink: UGDIF) (FSE: UGB1) ("Unigold" or the "Company") announces that the Company intends to extend the expiry dates of a total of 53,433,675 share purchase warrants to March 31, 2026. Each of these warrants entitles the holder thereof to acquire one common share of the Company at a price of $0.30 per common share and all other terms of the warrants, including exercise price, will remain the same. The warrants were issued ...
Northfield Announces Upsized Brokered Financing of up to $15 Million
Globenewswire· 2025-12-01 20:40
Core Viewpoint - Northfield Capital Corporation has announced an increase in its brokered financing offering to a total of up to $15,000,000 due to strong investor demand, with each unit priced at $5.50 and including a share and a warrant [1][3]. Financing Details - The offering will consist of units priced at $5.50 each, comprising one class A restricted voting share and one share purchase warrant, with the warrant allowing the purchase of an additional share at $7.50 for three years [1]. - The net proceeds from the offering will be allocated for operational expenditures and general corporate purposes, with the closing expected around December 9, 2025, pending approval from the TSX Venture Exchange [3]. Agents and Commissions - Integrity Capital Group Inc. is the lead agent and sole bookrunner for the offering, and the company will pay a cash commission and issue compensation options to the agents involved [2]. Regulatory Compliance - The units will be offered under the Listed Issuer Financing Exemption, allowing sales to purchasers in Canada (excluding Québec) and other qualifying jurisdictions without a hold period in Canada [4]. Insider Participation - Certain insiders, including Mr. Robert Cudney, may participate in the offering, which is classified as a related party transaction but is expected to be exempt from formal valuation and minority shareholder approval requirements [6][10]. Class B Share Issuance - The company plans to issue up to 1,192 additional Class B multiple voting shares to Mr. Cudney at a price of $6.40 per share, totaling gross proceeds of up to $7,629, in addition to previously proposed shares [7]. - This issuance aims to maintain Mr. Cudney's voting interest following the offering, as he currently holds approximately 39.6% of the total voting power [8]. Legal and Advisory Support - Cassels Brock & Blackwell LLP is serving as legal advisor to Northfield Capital, while Bennett Jones LLP is advising the agents involved in the offering [11]. Company Overview - Northfield Capital Corporation is a publicly traded investment firm with a focus on resources, mining, aviation, and premium alcoholic beverages, founded in 1981 [12].
Sailfish Closes Its Previously Announced Transaction to Acquire the Permitted Mt. Hamilton Gold-Silver Project in Nevada and Enters into Definitive Agreement for the Acquisition of a Five-Year Gold Stream and Subsequent 2% NSR
Newsfile· 2025-11-26 22:00
Core Viewpoint - Sailfish Royalty Corp. has successfully closed its acquisition of the permitted Mt. Hamilton Gold-Silver Project in Nevada and has entered into a definitive agreement for a five-year gold stream and a subsequent 2% net smelter royalty (NSR) [1][2] Acquisition Details - The acquisition includes a five-year gold stream where Sailfish will receive approximately 341.7 troy ounces of gold monthly at a price equal to 20% of the London Bullion Market Association PM Fix price, with a minimum of US$2,700 and a maximum of US$3,700 per ounce [3] - Sailfish has also acquired the outstanding membership interests of Mt. Hamilton LLC, which owns the property, from a third party [2] Financial Arrangements - To fund the acquisition, Sailfish has entered into a credit agreement for a USD$40 million senior secured bridge term facility with Wexford Capital LP and other guarantors [6][10] - The company will use the Wexford Loan to fund the purchase price for the acquisition and to purchase the Company Interests as a nominee for Mako US [7] Regulatory and Shareholder Approvals - The closing of the Mako Transaction is subject to customary closing conditions, including acceptance from the TSX Venture Exchange and approval from both Sailfish's and Mako's shareholders [4][9] - A special meeting of shareholders is expected to be held by February 2026 to consider the Mako Transaction, requiring a simple majority for approval [13][14] Related Party Transactions - The Mako Transaction is classified as a "related party transaction" due to common control between Mako and Sailfish, necessitating disinterested shareholder approval [9][12] - The Wexford Loan is also considered a related party transaction, but it is deemed to be on reasonable commercial terms [12] Project Status - The Mt. Hamilton Project has all major state and federal permits to begin construction for an open pit, heap leach gold-silver project, and has a current mineral resource estimate [5]
RAMM Pharma Corp. Provides Additional Disclosure in Connection with its Upcoming Special Meeting of Shareholders
Globenewswire· 2025-11-07 15:11
Core Viewpoint - RAMM Pharma Corp. is proposing a US$5 million investment in Global South for a 10% equity interest, subject to minority shareholder approval at a special meeting scheduled for November 12, 2025 [1][4]. Transaction Description - The proposed investment values Global South at US$50 million post-investment, with RAMM granted a call option to acquire an additional 15% equity interest, potentially increasing total ownership to 25% at a future valuation of US$400 million [4]. - The transaction is classified as a "related party transaction" under Multilateral Instrument 61-101 due to Global South being wholly owned by the CEO of RAMM, Jackie Peter Burnett, who will be excluded from voting [4]. - The company currently lacks sufficient funds to complete the transaction but plans to monetize assets or obtain financing to raise the necessary capital [4]. - The purchase price for the 10% interest remains fixed at US$5 million, regardless of any changes in Global South's valuation before the transaction's completion [4]. Background of the Transaction - The Special Committee of RAMM's Board was formed to review the transaction, engaging an independent valuator to assess the strategic rationale and financial forecasts of Global South [6][8]. - The Fair Market Value Report concluded that the transaction is fair from a financial perspective for minority shareholders [6][8]. - Global South is developing the GSDC stablecoin, which is pegged to a diversified basket of BRICS+ fiat currencies and backed by real-world assets to mitigate inflationary pressures [8]. Company Overview - RAMM Pharma operates in cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals, with a diversified international production and sales platform [7]. - The company has subsidiaries in Italy and Poland, focusing on extraction, processing, and distribution of hemp products [9].
BlockchainK2 Closes Debt Settlement
Newsfile· 2025-10-10 18:03
Vancouver, British Columbia--(Newsfile Corp. - October 10, 2025) - BlockchainK2 Corp. (TSXV: BITK) (OTCQB: BIDCF) (FSE: KRL2) (the "Company") announces that the Company has closed its previously announced debt settlement (see September 15, 2025 press release) settling outstanding indebtedness totaling $232,098.37 through the issuance of 4,219,970 common shares at a price of $0.055 per share (the "Debt Settlement Shares"). The previously announced debt settlement contemplated the settlement of $317,098.37 o ...
Lite Access Completes Acquisition of Ironman
Thenewswire· 2025-09-29 12:30
Core Viewpoint - Lite Access Technologies Inc. has successfully completed the acquisition of Ironman Directional Drilling, changing its name to Ironman International Ltd. and will begin trading under the new symbol "IMI" on October 1, 2025 [1]. Transaction Details - The acquisition involved the purchase of all issued and outstanding shares of Ironman Parties for a total consideration of 85,392,538 common shares, $6,000,000 in cash, and a working capital adjustment payment of approximately $14,000,000 [2]. - The cash consideration will be paid in equal installments of $1,200,000 over 60 months, starting 12 months from the closing date [2]. - The working capital adjustment payment will also be made in equal installments over the same period [2]. Share Ownership Restructuring - Prior to the acquisition, a restructuring transaction was conducted, resulting in the issuance of consideration shares to key individuals, including 38,426,642 shares to Michael Irmen and 38,143,484 shares to 599837 B.C. Ltd. [3]. Security Agreements - The company has entered into guarantees and security agreements to secure the payment of cash and working capital adjustment payments, with interest on the latter calculated at 8% per annum [4]. Lock-Up Agreement - A lock-up agreement restricts the resale of consideration shares, with 10% released at closing and 15% released every six months thereafter [5]. Management Changes - Following the acquisition, Mike Irmen has been appointed as CEO, and three new directors have been added to the board, while Mark Tommasi and Alex McAulay have resigned [7]. Name Change - The company has officially changed its name to Ironman International Ltd., with a new CUSIP number and ISIN, and existing shareholders will not need to take any action regarding this change [8]. Related Party Transaction - The acquisition is classified as a related party transaction, with shareholders approving it in accordance with relevant regulations [9]. Early Warning Disclosure - Prior to the acquisition, Michael Irmen held 800,000 common shares, and after the acquisition, he beneficially owned 79,635,566 shares, representing 46.12% of the issued shares on a non-diluted basis [10][12].
Tesla Chair Robyn Denholm on xAi investment: We will let shareholders voice their views
CNBC Television· 2025-09-05 12:37
Executive Compensation & Governance - Tesla's board is seeking shareholder approval for a new long-term incentive package for Elon Musk, contingent on ambitious performance goals to motivate and retain him as CEO [1] - The incentive package is a pay-for-performance deal, meaning Musk only gets paid if it works and he holds the stock for 75 years [6] - The potential value of the deal for Elon Musk could reach $1 trillion if the performance goals are met [5] Potential Investment in X AI - Tesla is putting a shareholder proposal on the ballot regarding a potential investment in Musk's X AI [2] - The board will consider the shareholder vote (positive or negative) in its deliberations about investing in X AI [3] - Any potential investment in X AI would be subject to a robust related party transaction process and policy at the board level [4] - The board will allow shareholders to voice their position on whether Tesla should take an interest or invest in X AI [5] Shareholder Influence - The board will consider the shareholder vote on the X AI investment, with an overwhelming "yes" vote likely increasing the likelihood of investment, while a "no" vote could make it difficult due to related party concerns [7]
CardioComm Solutions Announces Intention to Settle Outstanding Debt with Issuance of Shares
Newsfile· 2025-07-25 05:00
Core Points - CardioComm Solutions, Inc. has announced a debt settlement agreement with its directors, involving the issuance of 4,162,500 common shares at a deemed price of $0.01 per share to settle $41,625 in outstanding debt [1] - The company has also issued 250,000 stock options to its CEO, Etienne Grima, exercisable at $0.05 per share for five years, with immediate vesting [2] - The transactions are classified as "related party transactions" under Multilateral Instrument 61-101, and are exempt from formal valuation and minority shareholder approval requirements due to their fair market value being below 25% of the company's market capitalization [3] Company Overview - CardioComm Solutions specializes in consumer heart monitoring and medical electrocardiogram (ECG) software solutions, with patented technology for recording, viewing, analyzing, and storing electrocardiograms [5] - The company has achieved ISO 13485 and ISO 27001 certifications, is HIPAA compliant, and holds medical device clearances from the FDA in the USA and Health Canada [5]