TSX Venture Exchange Stock Maintenance Bulletins

TORONTO, Jan. 3, 2020 /CNW/ -

TSX VENTURE COMPANIES

BMGB CAPITAL CORP. ("BMGB.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 3, 2020
TSX Venture Tier 2 Company

Effective at the opening, Tuesday, January 7, 2020 the securities of BMGB Capital Corp. (the "Company") will resume trading, a news release having been issued on January 2, 2020 announcing that the Company will not be proceeding with its proposed transaction, which was previously announced on February 25, 2019.  The transaction contemplated would have constituted a Qualifying Transaction as defined under Exchange Policy 2.4.

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FIRM CAPITAL AMERICAN REALTY PARTNERS TRUST ("FCA.UN") ("FCA.U") ("FCA.DB") ("FCA.WT.U")
[formerly Firm Capital American Realty Partners Corp. ("FCA") ("FCA.U") ("FCA.DB") ("FCA.WT.U")]
BULLETIN TYPE: Plan of Arrangement, Name Change
BULLETIN DATE: January 3, 2020
TSX Venture Tier 1 Company

Plan of Arrangement:

Pursuant to a resolution passed by the shareholders of Firm Capital American Realty Partners Corp. (the "Issuer") at its special meeting held on December 12, 2019, the Issuer has completed a reorganization by way of a plan of arrangement (the "Plan of Arrangement"). The arrangement agreement entered into in connection with the Plan of Arrangement was dated November 4, 2019 as amended by an amending agreement dated December 16, 2019.  The arrangement contemplated by the Plan of Arrangement resulted in the Issuer being converted into an investment trust named Firm Capital American Realty Partners Trust ("FCARP Trust"). Pursuant to the Plan of Arrangement, each of the shareholders of the Issuer exchanged 1 common share for: (i) one (1) Unit of FCARP Trust ("Unit"). All options to purchase shares of the Issuer have been exchanged for options to purchase Units of FCARP Trust under the same terms and conditions.  Furthermore the obligations under the Issuer's outstanding debentures and warrants have been assumed by the Trust in accordance with the terms of such securities.

A total of 6,935,306 Units have been issued pursuant to the Plan of Arrangement.

Effective at the opening, Tuesday, January 7, 2020, the Units of FCARP Trust will commence trading in substitution for the currently listed common shares of the Issuer, and at the same time the common shares of the Issuer will be delisted.

For further information please refer to the Issuer's Management Information Circular dated November 5, 2019, which is available at www.sedar.com, as well as the press releases issued by the Issuer on November 4, 2019, November 21, 2019 and December 19, 2019.

Name Change:

Pursuant to a Plan of Arrangement approved by the Company's shareholders on December 12, 2019, the name of the Issuer has been changed to Firm Capital American Realty Partners Trust.

Effective at the opening, Tuesday, January 7, 2020, the Units of Firm Capital American Realty Partners Trust will commence trading on TSX Venture Exchange, and the common shares of Firm Capital American Realty Partners Corp. will be delisted. The resulting issuer of the Plan of Arrangement is classified as a "Real Estate" issuer.

Post-Plan of Arrangement

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GESPEG RESOURCES LTD. ("GCR")
BULLETIN TYPE: Share Consolidation
BULLETIN DATE: January 3, 2020
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the directors on December 16, 2019, the Company has consolidated its capital on 5 old shares for 1 new share basis. The name of the Company has not been changed.

Effective at the opening of business on Tuesday, January 7, 2020, the common shares of the Company will commence trading on the TSX Venture Exchange on a consolidated basis. The Company is classified as "Copper-zinc ore mining" (NAICS Number: 212233).

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WINSHEAR GOLD CORP. ("WINS")
[formerly HELIO RESOURCE CORP. ("HRC")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

Pursuant to a resolution passed by shareholders dated December 18, 2019, the Company has changed its name as follows.  There is no consolidation of capital.

Effective at the opening Tuesday January 7, 2020, the common shares of Winshear Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Helio Resource Corp. will be delisted.  The Company is classified as a 'Mineral Exploration/Development' company.

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SPECTRA PRODUCTS INC. ("SSA")
[formerly SPECTRA INC. ("SSA")]
BULLETIN TYPE:  Name Change
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

Pursuant to a resolution passed by directors on December 11, 2019, the Company has changed its name as follows. There is no consolidation of capital.

Effective at the opening January 7, 2020, the common shares of Spectra Products Inc. will commence trading on TSX Venture Exchange and the common shares of Spectra Inc. will be delisted.  The Company is classified as a 'Manufacturer/Distributor of Safety Products for Commercial Transportation' company.

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NEX COMPANY:

WATERFRONT CAPITAL CORPORATION ("WFG.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: January 3, 2020
NEX Company

Waterfront Capital Corporation ("Waterfront") announced on January 2, 2020 that it will not be proceeding with its previously announced agreement between Waterfront and Whistler Water Inc. ("Whistler"), with respect to the proposed acquisition by Waterfront of all the shares of Whistler pursuant to a business combination.

The letter of intent was initially announced March 18, 2019.

Effective at the open, Tuesday, January 7, 2020 the common shares of Waterfront Capital Corporation will resume trading.

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20/01/03 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ARIZONA SILVER EXPLORATION INC. ("AZS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jan 03, 2020:

Insider / Pro Group Participation:

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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BWR EXPLORATION INC. ("BWR")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on December 3, 2019 and December 17, 2019:

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 dated December 23, 2019, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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CRYSTAL LAKE MINING CORP. ("CLM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jan 02, 2020:

Insider / Pro Group Participation:

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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DEFENSE METALS CORP. ("DEFN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 31, 2019:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.  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.

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EMGOLD MINING CORPORATION ("EMR")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 3, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Claim Purchase and Option Agreement dated December 6, 2019 between Jeremy Mersereau (the "Vendor") and Emgold Mining Corporation (the "Company"), whereby the Company obtains the first option to acquire a 50% interest in the East-West Property, consisting of 7 mineral claims located in Dubuisson Township, Quebec (the "Property").  In consideration, the Company will issue 4,000,000 shares and make cash payments in the total amount of $135,000 to the Vendor in the first year.  The Company will assume a second option to earn an additional 5% interest in the Property by completing a total of $200,000 in expenditures within 3 years of the original Sale Agreement between the Vendor and Knick Exploration Inc. dated November 27, 2018.

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GLOBALIVE TECHNOLOGY INC. ("LIVE")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 490,796 shares at a deemed price of $0.09, in consideration of certain services provided to the company pursuant to an agreement dated June 20, 2019.

Insider / Pro Group Participation:

For more details, please refer to the Company's news releases dated June 24, 2019 and January 2, 2020.

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GOLD X MINING CORP. ("GLDX")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 4, 2019:

Insider / Pro Group Participation:

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated December 31, 2019 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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LAURION MINERAL EXPLORATION INC. ("LME")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE: January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on October 22, 2019, November 29, 2019 and December 16, 2019:

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 new releases (dated November 1, 2019, December 9, 2019 and December 19, 2019), announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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LIBBY K INDUSTRIES INC. ("LBB.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 3, 2020
TSX Venture Tier  2 Company

Effective at 4:32 a.m. PST, January 03, 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.

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LUMINA GOLD CORP. ("LUM")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 2, 2019 and December 6, 2019:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.

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NEXUS GOLD CORP. ("NXS")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,000,000 shares and 1,000,000 share purchase warrants to settle outstanding debt for $50,000.

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

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QMX GOLD CORPORATION ("QMX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE: January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 19, 2019:

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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QUISITIVE TECHNOLOGY SOLUTIONS, INC. ("QUIS")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Convertible Debentures
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

Share Purchase Agreement:

TSX Venture Exchange has accepted for filing documentation related to the Stock Purchase Agreement (the "Agreement") dated December 9, 2019, among Quisitive Technology Solutions, Inc. (the "Company") and Menlo Technologies Acquisition, Inc. ("Newco", and together with the Company, the "Purchasers", and each a "Purchaser") Gary Prioste and William Chang (collectively, the "Sellers", and each a "Seller"), and Gary Prioste, as Sellers' Representative.

The Purchasers will acquire of 100% of the issued and outstanding shares in the capital of Menlo Technologies Inc., a corporation incorporated under the laws of the State of California (the "MENLO"), including all subsidiary companies as further described in the Agreement (the "Transaction").

Consideration under the Transaction consist of:

• US$3,774,190 in cash
• 19,784,981 in common shares of the Company
• US$ 3,500,000 in contingent performance earn-out, payable 50% in cash and 50% in common shares of the Company, based on agreed upon milestones payable over three years following the closing of the Transaction.
• US$1,000,000 as a contingent incentive payment based on exceeding certain growth targets during the first two years, payable at the option of the Company in cash or common shares of the Company

The transaction will close on January 2, 2020.

Insider / Pro Group Participation:

Private Placement -Convertible Debentures:

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 9, 2019:

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.

Further information on the transaction is available in the Company's news releases dated December 9, 2019 and on January 2, 2020.

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ROCKRIDGE RESOURCES LTD. ("ROCK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Dec 23, 2019:

Flow-Through Shares:

Insider / Pro Group Participation:

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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SMOOTH ROCK VENTURES CORP. ("SOCK")
BULLETIN TYPE:  Warrant Term Extension
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has consented to the extension in the expiry date of the following warrants:

These warrants were issued pursuant to a private placement of 4,285,714 shares with 4,285,714 share purchase warrants attached, which was accepted for filing by the Exchange effective December 20, 2017.

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UMG MEDIA LTD. ("ESPT")
BULLETIN TYPE:  Private Placement – Non-Brokered
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 6, 2019:

Insider / Pro Group Participation:                                                                                      

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release on December 16, 2019, announcing the closing of the private placement and setting out the expiry dates of the hold period(s). 

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VANADIAN ENERGY CORP. ("VEC")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

Property-Asset or Share Purchase Agreement:

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation pertaining to an amendment to Vanadian Energy Corp.'s (the "Company") agreement dated December 11, 2019 (the "Amending Agreement") with Rocas Del Norte Incorporated (the "Vendor").

Pursuant to the underlying agreement, the Company has the right to acquire from the Vendor up to a 100% interest in the Huzyk Creek, property located in Manitoba, subject to a 2% NSR.

Pursuant to the Amending Agreement, the Company has issued 150,000 additional shares as consideration for the Vendor providing a 6 month extension on $25,000 cash payment. The $25,000 cash payment is now due on or before June 9, 2020.

For further information please refer to the Company's news release December 19, 2019.

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VITALHUB CORP. ("VHI")
BULLETIN TYPE:  Amendment
BULLETIN DATE:  January 3, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated January 2, 2020, the Exchange has accepted an amendment with respect to a consolidation announced January 3, 2020: the number of issued and outstanding shares of the Company should read 18,017,916 common shares not 17,101,246 common shares as previously stated.

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SOURCE TSX Venture Exchange