TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, Nov. 12, 2018 /CNW/ -

TSX VENTURE COMPANIES

INVICTUS MD STRATEGIES CORP. ("GENE")
BULLETIN TYPE:  Plan of Arrangement, Substitutional Listing
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Pursuant to an arrangement agreement dated September 10, 2018, an annual general meeting of shareholders of the Company on October 18, 2018, and the final court order issued by the Supreme Court of British Columbia on October 23, 2018, Invictus MD Strategies Corp. ("Invictus") has completed a plan of arrangement (the "Plan of Arrangement") under Section 288 of the Business Corporations Act (British Columbia). The Plan of Arrangement was completed on November 8, 2018, and has resulted in the Invictus spinning out its wholly owned subsidiary, Poda Technologies Ltd. ("Poda").

The arrangement was completed pursuant to letters of transmittal. Pursuant to the arrangement, Invictus will (i) subdivide the common shares of Poda such that the number of Poda shares following the subdivision are equal to the number of Company shares, (ii) eliminate the Class A preferred shares in the capital of the Company, (iii) alter the Invictus shares by changing their identifying name to Class A common shares ("Old Invictus Shares"), and (iv) create an unlimited number of common shares without par value (the "New Invictus Shares"). Each issued Invictus share will be exchanged for one New Invictus Share and one Poda share.

No Poda shares will be listed for trading on the Exchange.

The plan of arrangement is fully described in Invictus' Information Circular dated September 14, 2018.

Substitutional Listing:

In accordance with the above-referenced Arrangement, Invictus shareholders who previously held Common Shares (the "Old Invictus Shares") will have their Old Invictus Shares redesignated as Class A common shares and exchanged on a one for basis for a new class of common shares (the "New Invictus Shares"). Accordingly, the New Invictus Shares will be listed on the Exchange at the market opening Wednesday November 15, 2018.

Post - Consolidation

Capitalization:	Unlimited	common shares with no par value of which
	112,176,712	common shares are issued and outstanding
Escrowed Shares:	nil

Transfer Agent:	Computershare Investor Services Inc.
Trading Symbol:	GENE	(UNCHANGED)
CUSIP Number:	46183X802	(new)

 

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MAKO MINING CORP. ("MKO")
[formerly Golden Reign Resources Ltd. ("GRR")]
BULLETIN TYPE: Plan of Arrangement, Property-Asset or Share Disposition Agreement, Name Change
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Plan of Arrangement

Pursuant to resolutions passed by the shareholders of each of Golden Reign Resources Ltd. ("Golden Reign") and Marlin Gold Mining Ltd. ("Marlin") on October 30, 2018, Golden Reign and Marlin have completed a non-arm's length plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). The Plan of Arrangement has been completed on November 9, 2018, and has resulted in Golden Reign acquiring all of the issued and outstanding shares of Marlin (post-reorganization) in exchange for an aggregate of 91,234,552 shares of Golden Reign issued to former Marlin shareholders (based on Golden Reign issuing 0.5138 shares for each 1 Marlin share held by former Marlin shareholders). Marlin completed a number of pre-closing reorganization transactions prior to the parties effecting the Plan of Arrangement.

Property-Asset or Share Disposition Agreement

TSX Venture Exchange has accepted for filing documentation related to a non-arm's length amended and restated gold purchase agreement dated November 9, 2018 (the "Amended and Restated Gold Purchase Agreement") among Golden Reign, Marlin, Nicoz Resources S.A. (a subsidiary of Golden Reign), Gold Belt S.A. (a subsidiary of Golden Reign) and Sailfish Royalty Corp. ("Sailfish"), as well as a royalty agreement dated November 9, 2018 (the "Royalty Agreement") among Golden Reign, Nicoz Resources S.A., Gold Belt S.A. and Sailfish which forms part of the Amended and Restated Gold Purchase Agreement. The entering into of the Amended and Restated Gold Purchase Agreement and the Royalty Agreement results in the amendment and restatement of the terms the parties' previously agreed to under the gold purchase agreement dated July 10, 2014 among Golden Reign, Marlin, Nicoz Resources S.A., Gold Belt S.A. and Sailfish, and was a condition to the completion of the Plan of Arrangement. The Amended and Restated Gold Purchase Agreement provides for the equivalent of a 3% net smelter returns royalty with respect to a certain area of interest on Golden Reign's San Albino concession (the "AOI"), and includes, as a schedule to the Amended and Restated Gold Purchase Agreement, the Royalty Agreement that provides for a 2% net smelter returns royalty on production from the San Albino concession (exclusive of the AOI) and the El Jicaro concession.

Name Change

Pursuant to a resolution passed by the directors of the Company on May 14, 2018, the Company has changed its name as follows concurrent with the closing of the Plan of Arrangement on November 9, 2018, which was approved by shareholders of the Company on October 30, 2018.  There is no consolidation of capital.

Effective at the opening on Wednesday, November 14, 2018, the common shares of Mako Mining Corp. will commence trading on TSX Venture Exchange under the new symbol "MKO" and the common shares of Golden Reign Resources Ltd. will be delisted. The Company is classified as a 'Mineral Exploration/Development' company.

For additional information, please refer to the Company's news releases dated May 15, 2018, June 18, 2018, July 3, 2018, July 31, 2018, August 7, 2018, October 3, 2018, October 31, 2018, November 2, 2018 and November 9, 2018, and the Company's Information Circular dated September 26, 2018, which are available under the Company's profile on SEDAR.

Post-Arrangement:

Capitalization:	Unlimited shares with no par value of which
	283,405,472 shares are issued and outstanding
Escrow:	Nil

Transfer Agent:	Computershare Trust Company of Canada
Trading Symbol:	MKO (new)
CUSIP Number:	56089A103 (new)

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MARLIN GOLD MINING LTD. ("MLN")
BULLETIN TYPE:  Plan of Arrangement; Delist
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Plan of Arrangement
Pursuant to a special resolution passed by the shareholders of the Company on October 30, 2018, Marlin Gold Mining Ltd. ("Marlin" or the "Company") and Golden Reign Resources Ltd. ("Golden Reign") have completed a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). The Arrangement was completed on November 9, 2018, and resulted in Golden Reign acquiring all of the issued and outstanding shares of the Company in exchange for Golden Reign issuing 0.5138 of a share for each share of Marlin held. In addition, each Marlin shareholder received a distribution of Golden Reign shares currently held by Marlin on the basis of 0.1022 Golden Reign share for each Marlin common share held, bringing the total Golden Reign shares to be received by Marlin shareholders to 0.6160 of a Golden Reign share for each Marlin common share outstanding at closing.

Immediately prior to the completion of the Arrangement, the Company completed a number of transactions as part of a corporate reorganization, the completion of which were conditions to the Arrangement. TSX Venture Exchange has accepted for filing documentation relating to the following transactions:

• Disposition of the Commonwealth Property in Arizona as consideration for settlement of outstanding debt;
• A master service agreement dated August 3, 2018 providing for the assignment of certain assets to Sailfish Royalty Corp. ("Sailfish") as inducements for Sailfish to enter into an amended gold stream agreement on the San Albino project with Golden Reign; and
• Disposition of 18,148,655 Golden Reign shares at $0.1539 per Golden Reign share.

For further information please refer to the Company's news releases dated May 15, 2018, June 18, 2018, July 3, 2018, July 31, 2018, August 7, 2018, October 3, 2018, October 31, 2018, November 2, 2018 and November 9, 2018, and the Company's Information Circular dated September 26, 2018 which is available on SEDAR.

Delisting
In conjunction with the closing of the Arrangement, the common shares of the Company will be delisted from the Exchange. Accordingly, the Company's shares will be delisted from the Exchange effective at market close on November 13, 2018.

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18/11/12 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

AVRICORE HEALTH INC. ("AVCR")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: November 12, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue common shares on a monthly basis at a deemed price using the volume weighted average closing share price on the last 5 trading days of the month when services were rendered, in consideration of certain services provided to the Company pursuant to an amended services agreement dated September 19, 2018. The aggregate value of shares issued over six months will be $19,000.

The Company shall issue a news release when the shares are issued.

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CLEARFORD WATER SYSTEMS INC. ("CLI")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Nov 09, 2018:

Convertible Debenture	$500,000.00
Initial Conversion Price:	$0.20 per common share
Term of Maturity:	5 Years
Interest Rate:	5%
Number of Placees:	1 Placee

The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

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ENERDYNAMIC HYBRID TECHNOLOGIES CORP. ("EHT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

Effective at 5.54 a.m. PST, November 12, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, 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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LGC CAPITAL LTD. ("LG")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Effective at 4.45 a.m. PST, November 12, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, 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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LGC CAPITAL LTD. ("LG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Effective at 9.20 a.m. PST, November 12, 2018, shares of the Company resumed trading, an announcement having been made.

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MEDIPHARM LABS CORP. ("LABS")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

Effective at 6:11 a.m. PST, November 12, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, 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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MEDIPHARM LABS CORP. ("LABS")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

Effective at 9.00 a.m. PST, November 12, 2018, shares of the Company resumed trading, an announcement having been made.

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NORTHERN SUPERIOR RESOURCES INC. ("SUP")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,279,121 shares at a deemed price of $0.05, in consideration of certain services provided to the company pursuant to agreements dated January 1, 2017 and April 18, 2017.

Insider / Pro Group Participation:

Creditor	Insider=Y / Progroup=P	Amount Owing	Deemed Price per Share	# of Shares
Francois Perron	Y	$12,500	$0.05	250,000
Art Murdy	Y	$10,000	$0.05	200,000
Andrew Farncomb	Y	$12,500	$0.05	250,000
Sidney Himmel	Y	$8,956	$0.05	179,121
John Kiernan	Y	$10,000	$0.05	200,000
David Bielhartz	Y	$10,000	$0.05	200,000

The Company shall issue a news release when the shares are issued.

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PANCONTINENTAL RESOURCES CORPORATION ("PUC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Memorandum of Understanding dated October 1, 2018 (the "Agreement"), between Pancontinental Resources Corporation (the "Company") and the Flying Post First Nation (FPFN). The Agreement outlines various measures agreed to between the parties in relation to the ongoing development of the Company's Montcalm, Gambler and Nova projects, located in Timmins, ON.

Pursuant to the terms of the Agreement, the Company will issue 50,000 common shares to FPFN in consideration of the mutually beneficial framework agreed upon.

For further details, please refer to the Company's news release dated October 11, 2018.

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QUORUM INFORMATION TECHNOLOGIES INC. ("QIS")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation pursuant to a share purchase agreement (the "Agreement") dated Oct. 31, 2018, between the Company and Powerband Global Inc.

Under the terms of the agreement, the corporation will acquire from Powerband all of the issued and outstanding shares of DealerMine for consideration comprising a combination of $9,625,000 in cash and 7,543,103 of shares of the Company at a deemed price of $0.58 per share.

Insider / Pro Group Participation:  None

For further information, please refer to the Company's press release dated November 1, 2018.

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ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Nov 08, 2018:

Flow-Through Shares:

Number of FT Shares:	1,300,000 flow through shares
Purchase Price:	$0.10 per flow through share
Warrants:	650,000 share purchase warrants to purchase 650,000 shares
Warrant Initial Exercise Price:	$0.18
Warrant Term to Expiry:	1 Year
Non Flow-Through Shares:
Number of Non-FT Shares:	5,937,500 non flow through shares
Purchase Price:	$0.08 per non flow through share
Warrants:	5,937,500 share purchase warrants to purchase 5,937,500 shares
Warrant Initial Exercise Price:	$0.12
Warrant Term to Expiry:	1 Year
Number of Placees:	7 Placees

Insider / Pro Group Participation:

Name	Insider=Y / Pro-Group=P	# of Shares
Lawrence Roulston	Y	125,000

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.

The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

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STANDARD EXPLORATION LTD. ("SDE")
BULLETIN TYPE:  Halt
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 2 Company

Effective at 5.28 a.m. PST, November 12, 2018, trading in the shares of the Company was halted at the request of the Company, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, 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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THESCORE, INC. ("SCR")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE:  November 12, 2018
TSX Venture Tier 1 Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 30, 2018:

Number of Shares:	36,956,522 Class A Subordinate Voting Shares
Purchase Price:	$0.23 per share
Number of Placees:	10 Placees

Insider / Pro Group Participation:

Name	Insider=Y / ProGroup=P	# of Shares
Relay Ventures Fund II
L.P. (John Albright)	Y	12,601,414
Relay Ventures Parallel
Fund II L.P. (John Albright)	Y	442,064
John Levy Family Holdings
Ltd. (John Levy)	Y	13,043,481

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a new release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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NEX COMPANIES

CAIRO RESOURCES INC. ("QAI.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  November 12, 2018
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Nov 07, 2018:

Number of Shares:	300,000 shares
Purchase Price:	$0.27 per share
Number of Placees:	3 Placees

The above information is a summary only. Neither TMX Group Limited nor any of its affiliated companies guarantee the accuracy or completeness of the information contained in this document. Readers should consult the issuer's continuous disclosure record for complete details of the transaction.

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SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]