TSX Venture Exchange Stock Maintenance Bulletins

News provided by

TSX Venture Exchange

Jul 30, 2020, 16:52 ET

VANCOUVER, BC, July 30, 2020 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  July 30, 2020
NEX Company

A Cease Trade Order has been issued by the Ontario Securities Commission on July 29, 2020 against the following company for failing to file the documents indicated within the required time period:

Symbol

Company

Failure to File

Period

Ending

(Y/M/D)

JWCA.H

NEX

James E. Wagner
Cultivation Corporation

 Interim financial statements for the period

 

2020/03/31



Management's discussion and analysis
relating to the interim financial statements
for the period

 

2020/03/31



Certification of the foregoing filings as
required by National Instrument 52-109
Certification of Disclosure in Issuers' Annual
and Interim Filings.

 

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.

________________________________________

DGTL Holdings Inc. ("DGTL")
[formerly Conscience Capital Inc. ("DGTL.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed, Resume Trading, Private Placement-Non-Brokered, Name Change
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company

Qualifying Transaction – Completed:

TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction ("QT") described in its Filing Statement dated March 30, 2020.  As a result, at the opening on Tuesday, August 4, 2020, the Company will no longer be considered as a Capital Pool Company.

The QT consists of the arm's length acquisition of 100% of the issued and outstanding units of Hashoff, LLC ("Hashoff") for the following consideration:

  • US$500,000 in cash, payable at closing;
  • Up to US$1,500,000 payable pursuant to a 30-month deferred payment schedule, payable every 6 months following January 1, 2021 (the "Cash Payments"). The Cash Payments are dependent on the Resulting Issuer meeting the revenue targets set in the transaction agreement. Failure to meet the revenue targets results in deferral and/or reduction of the payments; and
  • 8,335,794 Class A Convertible Preferred Shares (the "Preferred Shares") at a deemed price of $0.47 per Preferred Share for aggregate consideration of $3,917,823.  The Company was required to make cash payments in lieu of issuing Preferred Shares to the unitholders of Hashoff that did not qualify as "accredited investors" under the applicable securities laws of the United States. Therefore, the Company paid a total of CAD $42,175.39 in lieu of issuing Preferred Shares.

The Preferred Shares include, without limitation, the following rights, privileges and conditions:

  • At any time or times during the period beginning on the date of issuance and ending on the date that is the five (5) year anniversary of the date of issuance, each holder of a Preferred Share is entitled to convert any whole number of Preferred Shares into Common Shares on a one-for-one basis.
  • From and after the issuance date of any Preferred Share, cumulative dividends on such Preferred Share will accrue and become payable in arrears on an annual basis at the rate of 4% per annum on the subscription price thereof.
  • The Company has the right to redeem all or any part of the then outstanding Preferred Shares at a price of $0.70 per share, together with all accrued and unpaid dividends thereon up to the date fixed for redemption (the whole amount being herein referred to as the "Redemption Price"), at any time. The Redemption Price (less any tax required to be withheld by the Company) will be paid in cash only.
  • The Preferred Shares are non-voting securities.

A total of 2,191,202 Preferred Shares issued to Hashoff shareholders are escrowed pursuant to an Exchange Tier 2 Value Escrow Agreement. Furthermore, 2,812,339 Preferred Shares are subject to seed share resale restrictions pursuant to the escrow provisions of an Exchange Form 5D - Tier 2 Value Escrow Agreement and each certificate subject to these seed share resale restrictions contains a legend to that effect.

The Company is classified as "Advertising agencies" Issuer (NAICS Number: 541810).

For further information, please refer to the Company's Filing Statement dated March 30, 2020, available on SEDAR.

Resume Trading:

Further to TSX Venture Exchange's Bulletin dated October 31, 2019, trading in the securities of the Resulting Issuer will resume at the opening on Tuesday, August 4, 2020.

Private Placement-Non-Brokered:

TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement of subscription receipts that were converted into common shares upon closing of the Qualifying Transaction, as announced on January 6, 2020:

Number of Shares:

3,771,429 common shares



Purchase Price:

$0.35 per common share


Number of Placees:

55 placees


Insider / Pro Group Participation:          




Name

Insider=Y /

ProGroup=P

       Number of Shares

John-David A. Belfontaine

Y

428,571

David Beck

Y

14,285

Aggregate ProGroup (2 placees)

P

192,857



Agent's Fee:

Canaccord Genuity Corp. received $5,267 in cash.

The Company has confirmed the closing of the Private Placement pursuant to a news release dated April 15, 2020.

Name Change:

Pursuant to a special resolution passed by shareholders on March 5, 2020, the name of the Company has been changed from Conscience Capital Inc. to DGTL Holdings Inc. There is no consolidation of capital.

Effective at the opening on Tuesday, August 4, 2020, the common shares of DGTL Holdings Inc. will commence trading on TSX Venture Exchange and the common shares of Conscience Capital Inc. will be delisted.

Capitalization:

Unlimited shares with no par value of which 25,834,429 common shares
are issued and outstanding and 8,335,794 Preferred Shares are issued
and outstanding.



Escrow:

10,200,000 common shares and 2,191,202 Preferred Shares, of which
1,020,000 common shares and 219,120 Preferred Shares are released
at the date of this bulletin.



Transfer Agent:

Computershare Investor Services Inc. – Toronto, Vancouver, Calgary
and Montreal

Trading Symbol:

DGTL

(same symbol as CPC but with .P removed)

CUSIP Number:

23343T104

(NEW)

The Exchange has been advised that the above transactions have been completed.

Company Contact:

Mr. Michael Racic, Chief Executive Officer, President, Corporate


Secretary and Director

Company Address: 

510 – 580 Hornby Street, Vancouver, BC V6C 3B6


Company Phone Number: 

(416) 276-4581

Company Fax Number: 

(416) 981-3535

Company e-mail address:

[email protected]

Company website address:

https://www.hashoff.com/

____________________________________

KONA BAY TECHNOLOGIES INC. ("KBY")
BULLETIN TYPE: Reinstated for Trading
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated February 4, 2019, the Exchange has been advised that the Cease Trade Orders issued by the British Columbia Securities Commission dated February 1, 2019 and February 3, 2020 have been revoked.

A news release was also issued on March 2, 2020, announcing that Kona Bay Technologies Inc. (the "Company") will not be proceeding with its proposed transaction. The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.

Effective at the opening, Tuesday, August 4, 2020, trading will be reinstated in the securities of the Company.

_______________________________________

SAILFISH ROYALTY CORP. ("FISH")("FISH.RT")
BULLETIN TYPE:  Rights Offering-Shares
BULLETIN DATE:  JULY 30, 2020
TSX Venture Tier 2 Company

The Company has announced it will offer to shareholders of record on August 5, 2020, rights to purchase shares of the Company.  0.309406057 of one right will be issued for each common share of the Company (Share).  One full right and $1.00 are required to purchase one Share.  The expiry date for the Rights Offering is September 1, 2020.  As at July 24, 2020 the Company had 58,175,978 Shares issued and outstanding.

Effective at the opening, August 4, 2020, the Shares of the Company will trade Ex-Rights and the Rights will commence trading at that time on a 'when-issued basis'.  The Company is classified as an 'Investment Issuer' company.

Summary:


Basis of Offering:

One (1) Right exercisable for One (1) Share at
$1.00 per Share.


Record Date:

August 5, 2020

Shares Trade Ex-Rights: 

August 4, 2020

Rights Called for Trading:

August 4, 2020

Rights Trade for Cash:

August 27, 2020

- Trading in the rights shall be for cash for the three trading days preceding the expiry date.

Rights Expire:

September 1, 2020 at 2:00 pm PST

Halt and Delist:

The rights will be halted September 1, 2020 at 9:00
am PST and delisted at close of market. 

August 27, 2020 - TO SETTLE – August 28, 2020
August 28, 2020 - TO SETTLE – August 31, 2020
August 31, 2020 - TO SETTLE – September 1, 2020
September 1, 2020 - TO SETTLE – September 1, 2020

Rights Trading Symbol:

FISH.RT

Rights CUSIP Number:

G7777C110

Subscription Agent and Trustee:

Computershare Investor Services Inc.

Authorized Jurisdiction(s):

Any Province or Territory in Canada

For further details, please refer to the Company's Rights Offering Circular dated July 27, 2020.

________________________________________

TETRA BIO-PHARMA INC. ("TBP") ("TBP.WT") ("TBP.WT.A") ("TBP.WT.B")
BULLETIN TYPE:  Graduation, Delist
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has been advised that the Company's securities will be listed and commence trading on the Toronto Stock Exchange at the opening on Tuesday, August 4, 2020, under the symbols "TBP", "TBP.WT", "TBP.WT.A" and "TBP.WT.B".

As a result of this graduation, there will be no further trading under the symbols "TBP", "TBP.WT", "TBP.WT.A" and "TBP.WT.B" on TSX Venture Exchange after Friday, July 31, 2020 and the Company's securities will be delisted from TSX Venture Exchange at the commencement of trading on the Toronto Stock Exchange.

_________________________________

NEX COMPANIES:

DXI ENERGY INC. ("DXI.H")
BULLETIN TYPE:  New Listing-Shares, Transfer and New Addition to NEX
BULLETIN DATE:  July 30, 2020
NEX  Company

Effective at the opening, Tuesday, August 4, 2020, the shares of the Company will commence trading on NEX.

The Company will delist from trading on the Toronto Stock Exchange effective at the close on July 31, 2020.  The Company no longer meets Toronto Stock Exchange minimum listing requirements and also does not meet the requirements of a TSX Venture Tier 2 company.

As of Tuesday, August 4, 2020, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.

The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.  The Company is classified as an 'Oil & Gas' company.

Corporate Jurisdiction:

British Columbia 




Capitalization:

Unlimited

common shares with no par value of which

252,942,887

common shares are issued and outstanding

Escrowed Shares:

Nil

common shares



Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol: 

DXI.H

CUSIP Number:

23286A 10 4



Company Contact: 

Robert Hodgkinson, President & CEO

Company Address: 

Suite 523 – 999 Canada Place, Vancouver, BC V6C 3E1

Company Phone Number:

(604) 638-5055

Company Email Address:

[email protected]

_______________________________________

UPPER CANYON MINERALS CORP. ("UCM.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 30, 2019
NEX Company

Effective at the opening, Tuesday, August 4, 2020, the securities of Upper Canyon Minerals Corp. (the "Company") will resume trading.  Further to the Exchange Bulletin dated December 19, 2018, a news release was issued on June 25, 2020, announcing that the Company will not be proceeding with its proposed transaction.  The transaction contemplated would have constituted a Reverse Takeover as defined under Exchange Policy 5.2.

___________________________________

20/07/30 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BOREAL METALS CORP. ("BMX")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 30, 2020
TSX Venture Tier  2 Company

Effective at 7:30 a.m. PST, July 30, 2020, 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.

________________________________________

BOREAL METALS CORP. ("BMX")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  July 30, 2020
TSX Venture Tier  2 Company

Effective at  11:30 a.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.

________________________________________

ELY GOLD ROYALTIES INC. ("ELY")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a binding Letter of Intent dated May 13, 2020 between Michael  A.  Tremblay  and  Jacques  Robert (the "Sellers") and the Company whereby the Company will acquire 20% of the Sellers' rights and interests in a 2% net smelter returns royalty on the Borden Lake Gold

Mine located in Cochrane Township, Ontario. Consideration is $300,000 cash, 100,000 common shares and 80,000 non-transferable warrants. Finder's fee of $7,000 cash payment and 50,000 non-transferable Warrants are paid to Robert Weicker.

For more information, refer to the Company's news release dated May 28, 2020.

________________________________________

FACEDRIVE INC. ("FD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 15, 2020:

Number of Shares:

1,111,111 shares



Purchase Price:

$9.00 per share



Number of Placees

80 placees



Insider / Pro Group Participation:



Name

Insider=Y /
ProGroup=P

# of Shares

Paul Zed

Y

22,222

2479728 Ontario Inc. (Jay Wilgar)

Y

33,500

Hamilton Jeyaraj

Y 

11,111

Aggregate Pro Group Involvement 
[ 6 placees] 

P

212,262



Finder's Fee:

Haywood Securities Inc. - $151,524.90 in cash payments

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued news releases dated June 29, 2020, July 6, 2020 and July 22, 2020, announcing the closing of the first, second and third tranche, respectively, of the private placement and setting out the expiry dates of the hold periods.

________________________________________

GOLDCLIFF RESOURCE CORPORATION ("GCN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 21, 2020:

Number of Shares:

3,500,000 shares



Purchase Price:

$0.08 per share



Warrants:

1,750,000 share purchase warrants to purchase 1,750,000 shares



Warrant Exercise Price:

$0.10 for a two-year period



Number of Placees:

1 Placee



Insider Participation:



Name 

Insider=Y 

# of Shares



George Sanders

Y 

3,500,000

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated July 29, 2020 announcing the closing of the private placement and setting out the expiry date of the hold periods. 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.

________________________________________

GOLDEN DAWN MINERALS INC. ("GOM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to two tranches of a Non-Brokered Private Placement announced May 22, 2020:

Number of Shares:

4,000,000 shares



Purchase Price:

$0.06 per share



Warrants:

4,000,000 share purchase warrants to purchase 4,000,000 shares



Warrant Exercise Price:

$0.08 for a two-year period



Number of Placees:

4 Placees



Insider / Pro Group Participation:



Name

Insider=Y /
ProGroup=P

# of Shares



Chris Anderson

Y

2,000,000

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news releases dated June 26, 2020 and July 28, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.

________________________________________

GOLDEN RIDGE RESOURCES LTD. ("GLDN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Property Option Agreement dated June 25, 2020 between Golden Ridge Resources Ltd. (the "Company") and Puddle Pond Resources Inc. (the "Vendor") whereby the Company may acquire up to a 75% interest in and to the Heritage Property located in Newfoundland.  Consideration, staged over a three-year period, is $150,000 cash, 600,000 common shares, $525,000 worth in shares and $3,000,000 of work expenditures. The shares are subject to a floor price that is not less than the discounted market price as of the date of the announcement (or $0.135). Any waiver of the floor price will be subject further Exchange review and approval.  The Vendors retain a Net Smelter Return Royalty ("NSR") of 1.5%. Following the exercise of the Option, the Company shall issue the Vendor 1,000,000 common shares per each 1,000,000 ounces of measured or indicted mineral resource estimated. This notice confirms the first 1,000,000 common shares are approved and any further issuances are subject to Exchange review and approval. In addition, certain claims are subject to a 2.5% underlying NSR which may be purchased over a period of three years for consideration of $160,000 cash and 1,125,000 common shares.

For more information, refer to the Company's news release dated June 26, 2020.

________________________________________

JIULIAN RESOURCES INC. ("JLR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 30, 2020
TSX Venture Tier  2 Company

Effective at  5:06 a.m. PST, July 30, 2020, 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.

________________________________________

JIULIAN RESOURCES INC. ("JLR")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 30, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Section 5.6(d) of Exchange Policy 5.3

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.

________________________________________

KISMET RESOURCES CORP.  ("KSMT.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  July 30, 2020
TSX Venture Tier  2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 24, 2020, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to Listings Policy 2.4

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.

________________________________________

KORE MINING LTD. ("KORE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 29, 2020:

Number of Shares:

6,000,000 common shares and 1,000,000 flow-through shares



Purchase Price:

$1.00 per common share and $1.50 per flow-through share



Warrants:

3,500,000 share purchase warrants to purchase 3,500,000 shares



Warrant Exercise Price:

$1.50 for a two-year period



Number of Placees:

2 Placees



Insider / Pro Group Participation:



Name

Insider=Y /
ProGroup=P

# of Shares

2176423 Ontario Ltd. (Eric Sprott)

Y

6,000,000



Finder's Fee:

PI Financial Corp. - $375,000 cash

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases dated July 22, 2020 and July 28, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold periods. 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.

________________________________________

LABRADOR GOLD CORP. ("LAB")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Letter of Intent dated July 6, 2020 between Labrador Gold Corp. (the "Company") and David Thomas (the "Vendor") whereby the Company may acquire up to a 100% interest  in one mining license consisting of 44 mining claim units known as Gander Central near Gander Newfoundland. Consideration for the initial 75%, staged over a three-year period is $219,000 cash, 390,000 common shares and $1,000,000 in work expenditures. Consideration for the remaining 25% is $240,000 cash and additional work expenditures of $1,000,000 on or before the 4th (fourth) anniversary of the Letter of Intent. If the Company fails or elects not to make the cash payment or do the additional work, the parties will enter into a formal (75% Company / 25% Vendor) joint-venture agreement on industry standard terms.

For more information, refer to the Company's news release dated July 6, 2020.

________________________________________

METALS CREEK RESOURCES CORP. ("MEK")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 14, 2020:

Number of Shares:

3,516,666 flow-through common shares



Purchase Price:

$0.06 per flow-through common share


Warrants:

1,758,333 share purchase warrants to purchase 1,758,333 non-flow-through
common shares


Warrant Exercise Price:

$0.10 for a period of 24 months


Number of Placees:

5 Placees


Finder's Fee:

An aggregate of $14,770 and 213,333 broker warrants payable to Leede Jones
Gable Inc., GloRes Capital Inc. and David Jones.  Each broker warrant entitles
holder to acquire one common share at $0.10 per share for a period of 24
months.

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.

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).

________________________________________

MG CAPITAL CORPORATION ("DLP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 9, 2020:

Number of Shares:

2,922,051 common shares and

4,856,954 flow-through common shares


Purchase Price: 

$0.19 per common share

$0.23 per flow-through share



Number of Placees:

88 placees



Insider / Pro Group Participation:



Name

Insider=Y /  
ProGroup=P

# of Shares



Aggregate Pro Group Involvement  
[1 placee]

P

108,696



Finder's Fee: 

An aggregate of $116,384 in cash and 541,146 finders' warrants payable to
Canaccord Genuity Corp., Haywood Securities Inc., Leede Jones Gable Inc.,
Phil Jaspar, Vanhart Capital Corp., Mackie Research Capital Corporaton and
Alex Campbell.  Each finder's warrant entitles the holder to acquire one common
share at $0.25 for a two year period. 

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

PACIFIC BOOKER MINERALS INC. ("BKM")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  July 30, 2020
TSX Venture Tier  2 Company

Effective at  12:00 p.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.

________________________________________

PANORO MINERALS LTD. ("PML")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 218,750 shares at a deemed price of $0.08 to a non-arm's length service provider, in consideration of certain services provided to the company pursuant to an agreement dated January 10, 2020 as amended March 1, 2020.

Insider / Pro Group Participation:





Creditor 

Insider=Y / 
Progroup=P

Amount 
Owing

Deemed Price
per Share

# of Shares

Luquman Shaheen

Y

$17,500

$0.08

218,750

The Company issued a news release dated June 22, 2020 when the shares were issued.

________________________________________

PINEDALE ENERGY LIMITED  ("MCF ")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement, Remain Halted
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Share Transfer and Assignment Agreement (the "Agreement") dated May 20, 2020 signed by Pinedale Energy Limited (the "Company"), 0970831 B.C. Ltd (the "Subco") to Brad Windt and Donald Sharpe (collectively, the "Purchasers") the Purchasers may acquire by making certain cash payments/assuming bona fide existing Subco debts (the Promissory Note and the Intercompany loans) supported by the independent NI51-101 report for the exchange of 1,241,228 Subco shares.

Pursuant to the terms and conditions of the Share Transfer Agreement:

(i)  all of the issued and outstanding shares of Pinedale Sub were transferred to the Purchasers; and
(ii)  all outstanding indebtedness of Pinedale owed to Messrs. Windt and Sharpe, and all indebtedness owed to Pinedale by the Corporation's indirect wholly-owned subsidiary Pinedale Energy Inc., was assigned to and assumed by, Subco (the "Reorganization").

The resolution approving the Reorganization was approved by a "majority of the minority" of shareholders at a meeting of shareholders held on July 20, 2020.
The transaction closed on July 29, 2020.

Further information on the transaction is available on the Company's SEDAR profile in the Management Information Circular dated June 22, 2020 and news release date May 25, to July 29, 2020

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 25, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2

________________________________________

POWERORE INC. ("PORE")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation in relation to claim transfer agreements dated July 15, 2020 between the Company and Laurentia Exploration Inc. (the "Vendor").Pursuant to the agreements, the Company will acquire 100% royalty free interest in the mining claims located in the Levy Township and Scott Township, both of which are located in Ontario. In consideration of the interest acquired, the Company will issue 450,000 common shares to the Vendor.

For further information, please refer to the Company's press release dated July 23, 2020.

________________________________________

QYOU MEDIA INC. ("QYOU")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on June 29, 2020 and July 14, 2020:

Number of Shares:

60,666,399 common shares



Purchase Price:

CDN$0.03 per share



Warrants:

30,333,199 share purchase warrants to purchase 30,333,199 common shares



Warrant Exercise Price:

CDN$0.05 until June 30, 2022



Number of Placees:

30 Placees



Insider / Pro Group Participation:



Name

Insider=Y /
ProGroup=P

# of units



G. Scott Paterson

Y

2,500,000



Aggregate Pro Group Involvement 
 [6 Placees]

P

8,417,666



Finder's Fee:

Aggregate of CDN$120,050 in cash and 5,549,973 non-transferrable finder
warrants payable to Canaccord Genuity Corp, Industrial Alliance Securities Inc.,
PowerOne Capital Markets Limited, Ullman Wealth Management Inc., BMO
Nesbitt Burns, Thought Launch Capital & Advisory, Haywood Securities Inc.,
Brad Scharfe, Farhan Abbas, Michael Fahy and Anita Rovazzi. Each finder
warrant entitles the holder to acquire one unit at CDN$0.05 until June 30, 2022.

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.

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).

________________________________________

SEVEN ACES LIMITED ("ACES")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

Effective at 6:25  a.m. PST, July 30, 2020, 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.

________________________________________

SEVEN ACES LIMITED ("ACES")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

Effective at  11:00 a.m. PST, July 30, 2020, shares of the Company resumed trading, an announcement having been made.

________________________________________

TRI ORIGIN EXPLORATION LTD. ("TOE")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  July 30, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 4,559,407 common shares to settle outstanding debt for CDN$140,255.78.

Number of Creditors:

1 Creditor





Insider / Pro Group Participation:





Creditor

Insider=Y /
Progroup=P

Amount
Owing

Deemed Price
per Share

# of Shares





Robert Valliant

Y

$131,572.00

$0.03

4,385,733


$8,683.78

$0.05

173,675

For further details, please refer to the Company's news release dated May 28, 2020 and July 03, 2020. The Company shall issue a news release when the shares are issued and the debt is extinguished.

________________________________________

NEX COMPANY :

CELLSTOP SYSTEMS INC.  ("KNO.H")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  July 30, 2020
NEX Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated July 29, 2020, trading in the shares of the Company will remain halted Pending Receipt and review of acceptable documentation regarding the change of business and/or Reverse Take-Over pursuant to Listings Policy 5.2

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.

________________________________________

SOURCE TSX Venture Exchange

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

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