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TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER , July 22, 2019 /CNW/ -

TSX VENTURE COMPANIES

BULLETIN TYPE:  Cease Trade Order
BULLETIN DATE:  July 22, 2019
TSX Venture Company

A Cease Trade Order has been issued by the British Columbia Securities Commission on July 19 , 2019 against the following company for failing to file the documents indicated within the required time period:

Symbol

Tier

Company

Failure to File

Period

Ending

(Y/M/D)

 

2

RZL

Rizal Resources Corporation

annual audited financial statements,
 management's discussion and analysis and
certification of annual and interim filings

 

2018/12/31




interim financial report, management's
discussion and analysis and certification of
annual and interim filings.

2019/03/31

 

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.

________________________________________

ALPHA PEAK LEISURE INC. ("AAP")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement, Notice of Distribution, Remain Suspended
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 1 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with (i) a proposed cash distribution of $0.075 per common share of Alpha Peak Leisure Inc. (the "Common Share") to shareholders by way of a return of capital (the "Distribution"); and (ii) a related sale transaction involving the disposition (the "Transaction") of all of the issued and outstanding shares of Total Wonder Enterprises Limited ("TWEL"), its wholly-owned subsidiary, pursuant to purchase agreements entered into by Alpha Peak Leisure Inc. ("Alpha Peak") and each of CN Lifestyle Limited, Peter Kai-Sing So, Yuxiu Zhao, Belva Global Company Limited and Merit Sign Holding Limited (each a "Purchaser" and together the "Purchasers").

The Purchasers will acquire all of the issued and outstanding shares of TWEL for an aggregate purchase price (the "Purchase Price") equal to the aggregate Distribution amount that is owing to the Purchasers (the "Distribution Entitlement"). The exact number of TWEL Shares to be acquired by each Purchaser was calculated based on their pro-rata shareholdings in the Company and has an aggregate value equal to that Purchaser's pro-rata portion of the Distribution Entitlement. The Purchase Price will be settled by each Purchaser by means of a set-off against the Distribution Entitlement. Accordingly, the Purchasers will not receive their Distribution Entitlement in cash, but will instead receive TWEL Shares in full satisfaction of such Distribution Entitlement.

The Exchange has been advised that approval of the Transaction by the Alpha Peak shareholders was received at a special meeting of shareholders held on January 24, 2019 in compliance with the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The full particulars of the Transaction are set forth in the Alpha Peak Management Information Circular, dated as of December 21, 2018 , which is available under the Alpha Peak profile on SEDAR.

Insider / Pro Group Participation:  Prior to the closing of the Transaction, certain of the Purchasers were Non-Arm's Length Parties as follows:  CN Lifestyle Limited is an Insider of Alpha Peak; Peter Kai-Sing So is an Insider of Alpha Peak; Yuxiu Zhao is the Chairperson and acting Chief Executive Officer of Alpha Peak; Belva Global Company Limited, is a company owned by Pennie Zong , a director of Alpha Peak.

Notice of Distribution




Distribution per Share:

$0.075 per common share of Alpha Peak held

Payable Date:

July 31, 2019

Record Date:

July 29, 2019

Ex-Distribution Date:

August 1, 2019

Due Bill Redemption Date:

August 2, 2019

 

DUE BILL TRADING:

Alpha Peak has declared a distribution of $0.075 for every one common share of Alpha Peak held which is payable on or about July 31, 2019 to shareholders of record as at the close of business on July 29, 2019 .  The common shares of Alpha Peak will commence trading on a "due bill" basis effective from the opening of July 26, 2019 until July 31, 2019 inclusively.  Sellers of the shares from July 26, 2019 to and including July 31, 2019 will not be entitled to the distribution.  The shares will commence trading on an ex-distribution basis effective at the opening on Thursday, August 1, 2019 .

Remain Suspended

Further to the TSX Venture Exchange Bulletin dated July 11, 2019 , a Cease Trade Order has been issued by the British Columbia Securities Commission on July 10, 2019 against Alpha Peak for failing to file the documents indicated within the required time period:

Symbol

Tier

Company

Failure to File

Period
Ending
(Y/M/D)






AAP

1

ALPHA PEAK LEISURE INC.

the required record in accordance

2019/03/31




with National Instrument 51-102





Continuous Disclosure Obligations





and Form 51-102F1





Management's Discussion & Analysis.


 

Trading in Alpha Peak's securities will remain suspended.

Members are prohibited from trading in the securities of Alpha Peak during the period of the suspension or until further notice.

________________________________________

BUZZ CAPITAL INC. ("BUZ.P")
BULLETIN TYPE:  Notice – QT Not Completed – Approaching 24 Months of Listing
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

The shares of the Company were listed on TSX Venture Exchange on August 21 , 2017.  The Company, which is classified as a Capital Pool Company ('CPC'), is required to complete a Qualifying Transaction ('QT') within 24 months of its date of listing, in accordance with Exchange Policy 2.4.

The records of the Exchange indicate that the Company has not yet completed a QT.  If the Company fails to complete a QT by its 24-month anniversary date of August 21, 2019 , the Company's trading status may be changed to a halt or suspension without further notice, in accordance with Exchange Policy 2.4, Section 14.6.

_________________________________________

CALIFFI CAPITAL CORP. ("CFI.P")
BULLETIN TYPE:  Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated July 19, 2019 effective at the open, Wednesday, July 24, 2019 , trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

________________________________________

DELTA 9 CANNABIS INC. ("DN") ("DN.WT")("DN.WT.A")("DN.DB")
[formerly Delta 9 Cannabis Inc. ("NINE") ("NINE.WT")]
BULLETIN TYPE: Prospectus-Unit Offering, New Listing-Warrants, New Listing-Debentures, Symbol Change
BULLETIN DATE: July 22, 2019
TSX Venture Tier 2 Company

Effective July 22, 2019 , the Company's final short form prospectus dated July 08, 2019 qualifying the distribution of up to 14,000 unsecured convertible debenture units (the "Debenture Units"), was filed with and accepted by TSX Venture Exchange (the "Exchange"), and filed with and receipted by the Manitoba Securities Commission as principal regulator. Under Multilateral Instrument 11-102 - Passport System the prospectus is deemed to have been filed with and receipted by each of the Ontario , British Columbia , Alberta , Saskatchewan , Nova Scotia , New Brunswick , Prince Edward Island and Newfoundland and Labrador Securities Commissions.

The Exchange has been advised that the closing of the offering occurred on July 17, 2019 , for gross proceeds of CDN$11,800,000 .

Offering:

CDN$11,800,000 aggregate principal amount of 8.5% Unsecured Convertible Debenture Units, comprising of 11,800 Debenture Units.



Unit Price:

CDN$1,000 per Debenture Unit. Each Debenture Unit consists of: (i) one 8.5% convertible unsecured debenture in the principal amount of $1,000 (each a "Debenture"), with each such Debenture convertible into common shares at $1.21 principal amount per share until July 17, 2022; and (ii) 826 share purchase warrants (each a "Warrant"), with each such Warrant being exercisable into one common share at CDN$1.33 until July 17, 2022.



Agent(s):

Mackie Research Capital Corporation and Canaccord Genuity Corp.



Agent(s) Commission:

An aggregate of CDN$826,000 in cash and 682,276 non-transferable compensation warrants. Each compensation warrant entitles the holder to acquire one common share at CDN$1.21 until July 17, 2022.

 

Listing of Debentures:

Effective at the opening, Wednesday, July 24, 2019 , the Debentures will commence trading on TSX Venture Exchange. The Company is classified as an 'Other Crop Farming' company.

Jurisdiction:

Manitoba



Capitalization:

CDN$11,800,000 Debentures are issued and outstanding



Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

DN.DB

CUSIP Number:

247754AA2

 

Details of the Debentures: (Note:all capitalized terms used below and not otherwise defined shall have the meanings given to them in the Prospectus)

Maturity Date:

July 17, 2022



Redemption:

Upon a change of control of the Company, holders of the Debentures will have the right to require the Company to repurchase their Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 104% of the principal amount of the Debentures then outstanding plus accrued and unpaid interest thereon. If 90% or more of the principal amount of the Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Debentures at such price



Interest:

8.5% payable in equal semi-annual payments in arrears on June 30 and December 31 in each year (with the exception of the first interest payment, which will include interest from and including the date of closing of the Offering), the first such payment to fall due on December 31, 2019



Subordination:

The payment of principal and interest on the Debentures is subordinated in right of payment to the extent set forth in the Trust Indenture to the prior payment of secured indebtedness and other liabilities of the Corporation



Conversion:

Each Debenture will be convertible into common shares of the Company (the "Debenture Shares"), which are listed on the TSX Venture Exchange under ticker symbol "DN", at the option of the holder at any time prior to earlier of (i) the close of business on the Maturity Date; or (ii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Debentures in accordance with Section 2.4.8 of the Trust Indenture, to convert any part, being CDN$1,000 or an integral multiple thereof, of the principal amount of a Debenture into Debenture Shares at the price of CDN$1.21 per Debenture Share.



Day Count Type:

360

Interest Start Date:

July 17, 2019

First Coupon Date:

December 31, 2019

Coupon Dates:

June 30 and December 31



Clearing and Settlement:

The Debentures will clear and settle through CDS.



Board Lot:

The Debentures are in denominations of $1,000 and will trade in a board lot size of $1,000 face value.

 

Listing of Warrants:

Effective at the opening, Wednesday, July 24, 2019 , the common share purchase warrants of the Company will commence trading on TSX Venture Exchange.

Corporate Jurisdiction:

Manitoba



Capitalization:

9,746,800 are issued and outstanding



Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

DN.WT.A

CUSIP Number:

247754120

 

These warrants were issued under a warrant indenture dated July 17, 2019 pursuant to the Company's short form prospectus dated July 08, 2019 . Each warrant entitles the holder to purchase one common share of the Company at a price of CDN$1.33 per share until July 17, 2022 .

If, at any time prior to July 17, 2022 (the "Warrant Expiry Date"), the volume weighted average trading price of the common shares on the TSX Venture Exchange exceeds CDN$2.33 for 20 consecutive trading days, the Company may, within 10 days of the occurrence of such event, provide written notice to the holders of the warrants and the warrant agent, supplemented by way of a news release, accelerating the expiry date of the warrants from the Warrant Expiry Date to the date that is 30 days following the date of such notice (the "Accelerated Expiry Date"). Any unexercised warrants will automatically expire on the Accelerated Expiry Date in accordance with the warrant indenture.

Symbol Change:

Effective at the opening, Wednesday, July 24, 2019 , the trading symbol for the Company will change from ('NINE') to ('DN').  There is no change in the company's name, no change in its CUSIP number and no consolidation of capital. The Company is classified as an 'Other Crop Farming' company.

Effective July 24, 2019 , the Company's:

a) common shares will trade on the TSX-V under the symbol "DN" (TSX-V:DN). The previous trading symbol was "NINE" (NINE.V); and



b) Warrants expiring June 28, 2020 will trade on the TSX-V under the symbol "DN.WT" (TSX-V:DN.WT). The previous trading symbol was "NINE.WT" (TSX-V:NINE.WT)

 

For further details, please refer to the Company's short form prospectus dated July 08, 2019 and news releases dated July 17, 2019 , and June 18, 2019 .

______________________________________

PATAGONIA GOLD CORP. ("PGDC")
[formerly Hunt Mining Corp. ("HMX")]
BULLETIN TYPE:  Name Change, Remain Halted
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the directors of the Company in accordance with the Company's Articles of Incorporation, the Company has changed its name as follows in connection with the proposed acquisition by the Company of the entire issued and outstanding share capital of Patagonia Gold PLC.  There is no consolidation of capital.

Effective at the opening on Wednesday, July 24 , 2019, the common shares of Patagonia Gold Corp. will be listed on TSX Venture Exchange and will REMAIN HALTED, and the common shares of Hunt Mining Corp. will be delisted. The Company is classified as a 'Mining' company.

Capitalization: 

Unlimited common shares with no par value of which


63,588,798 shares are issued and outstanding

Escrow:

Nil



Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

PGDC (new)

CUSIP Number:

70289T101 (new)



Remain Halted


 

Trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation pursuant to TSXV Policy 5.2 regarding a Reverse Takeover.

This bulletin does not constitute acceptance of the Reverse Takeover, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion. Completion of the Reverse Takeover is subject to Exchange acceptance. There is a risk that the transaction will not be accepted or that the terms of the transaction may change substantially prior to acceptance.

For further information, refer to the Company's news releases dated May 30, 2019 , June 20, 2019 , July 12, 2019 and July 22, 2019 , as well as the Company's Filing Statement dated May 30, 2019 , which are available under its profile on SEDAR.

________________________________________

PINE TRAIL REAL ESTATE INVESTMENT TRUST ("PT.UN")
BULLETIN TYPE:  Notice of Distribution
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

The Issuer has declared the following distribution(s):

Dividend per common share:  $0.00060
Payable Date: August 15, 2019
Record Date: July 31, 2019
Ex-dividend Date: July 30 , 2019 

________________________________________

RENAISSANCE OIL CORP. ("ROE.WT")
BULLETIN TYPE:  Warrant Expiry-Delist
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

Effective at the opening July 29, 2019, the Share Purchase Warrants of the Company will trade for cash.  The Warrants expire July 31 , 2019 and will therefore be delisted at the close of business July 31, 2019 .

TRADE DATES

July 29 , 2019 - TO SETTLE - July 30, 2019
July 30 , 2019 - TO SETTLE - July 31, 2019
July 31 , 2019 - TO SETTLE – July 31, 2019

The above is in compliance with Trading Rule C.2.18 – Expiry Date:

Trading in the warrants shall be for cash for the two trading days preceding the expiry date and also on expiry date. On the expiry date, trading shall cease at 12 o'clock noon E.T. and no transactions shall take place thereafter except with permission of the Exchange.

________________________________________

SUTTER GOLD MINING INC. ("SGM")
BULLETIN TYPE:  Delist
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 7, 2019 and Press Release dated May 23, 2019 , effective at the close of business on Wednesday, July 24, 2019 , the common shares of Sutter Gold Mining Inc. (the "Company") will be delisted from TSX Venture Exchange as a result of the Company's failure to maintain Exchange Requirements.

_______________________________

XPEL, Inc. ("XPEL.U")
[formerly XPEL, Inc. ("DAP.U")]
BULLETIN TYPE: Symbol Change
BULLETIN DATE: July 22, 2019
TSX Venture Tier 2 Company

Effective at the opening, Wednesday, July 24, 2019 , the trading symbol for the Company will change from "DAP.U" to "XPEL.U". There is no change in the company's name, no change in its CUSIP number and no consolidation of capital. The Company is classified as a "Software Development" company.

_________________________________

NEX COMPANIES

Mercal capital corp. ("mul.H")
BULLETIN TYPE:  Delist
BULLETIN DATE:  July 22, 2019
NEX Company

Further to the press release dated April 26 , 2019, effective at the close of business on Tuesday, July 23, 2019 , the common shares will be delisted from NEX as a result of the amalgamation between Mercal Capital Corp., Vitality CBD Natural Health Products Inc. and Eureka 93 Inc. (formerly LiveWell Canada Inc.) (CSE:ERKA).

The resulting issuer, Eureka 93 Inc. will continue to trade on the Canadian Securities Exchange.

____________________________________

ORD MOUNTAIN RESOURCES CORP. ("OMR.H")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: July 22, 2019
NEX Company

Effective at the opening, Wednesday, July 24, 2019 , the securities of Ord Mountain Resources Corp. (the "Company") will resume trading; news releases having been issued on July 19, 2019 and January 3, 2018 announcing that the Company will not be proceeding with its proposed transaction, which was previously announced on June 21 , 2016.  The transaction contemplated would have constituted a Qualifying Transaction ("QT") as defined under Exchange Policy 2.4.

___________________________________

TRIANGLE INDUSTRIES LTD. ("TLD.H")
BULLETIN TYPE:  Delist
BULLETIN DATE:  July 22, 2019
NEX COMPANY

Effective at the close of business Tuesday, August 6, 2019 , the common shares will be delisted from TSX Venture Exchange at the request of the Company.

________________________________________

19/07/22 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ILOOKABOUT CORP. ("ILA")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to the Asset Purchase and Sale Agreement (the "Purchase Agreement") dated July 11, 2019 , between the Company and Hardie & Kelly Inc., court-appointed receiver and receiver and manager of Clarocity Corporation (the "Clarocity"), and Assignment of Debt and Security (the "Assignment Agreement") dated July 11, 2019 among the Company, Computershare Trust Company of Canada and StableView Asset Management Inc., whereby the Company has agreed to acquire all assets and shares of Clarocity Inc. (the "Target"), subsidiary of the Clarocity. The Company has obtained written consents to the acquisition of the Target from shareholders holding greater than 50% of the issued and outstanding common shares.

Under the terms of the Purchase Agreement and the Assignment Agreement, the Company has agreed to acquire the Target for the following consideration: i) issuance of 23,000,000 common shares of the Company; ii) issuance of 14,000,000 warrants with a term of three (3) years and 5,000,000 warrants with a term of eighteen (18) months to purchase common shares of the Company, each exercisable into one common share of the Company (10,000,000 of the warrants with a term of three (3) years shall have an exercise price of $0.20 per share, 4,000,000 of the warrants with a term of three (3) years shall have an exercise price of $0.30 per share, and 5,000,000 of the warrants with the term of eighteen (18) months shall have an exercise price of $0.25 per share); iii) issuance of convertible debentures in an aggregate principal amount of $8,700,000.00 , with a three year term until maturity (with an option to extend for another year, for a total term of four years) and a conversion price of $0.30 per share, which can be repaid, at the election of the Company and subject to prior Exchange approval, in either cash or common shares of the Company; iv) the release and extinguishment of all debt that was assigned to the Company under the Assignment Agreement and the existing promissory note in favour of the Company from Clarocity.

For more information, refer to the Company's news releases dated November 16, 2018 , April 2 , 2019, June 13, 2019, July 12, 2019 and July 18, 2019 .

________________________________________

KEPLER ACQUISITION CORP. ("KEP.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

Effective at 6.20 a.m. PST, July 22, 2019 , 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.

________________________________________

MEXICAN GOLD CORP. ("MEX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 5, 2019 and July 15, 2019 :

Number of Shares:

50,000,000 shares



Purchase Price:

$0.08 per share



Warrants:

50,000,000 share purchase warrants to purchase 50,000,000 shares



Warrant Exercise Price:

$0.12 for a five year period



Number of Placees:

101 placees



Insider / Pro Group Participation:







Insider=Y /


Name

ProGroup=P

# of Shares

Philip O'Neil

Y

5,000,000

1198578 BC Ltd. (Michael Kanevsky)

Y

11,875,000

Palisade Global Investments Ltd. (Collin Kettell)

Y

2,275,500

Aggregate Pro Group Involvement

P

1,012,500

[5 placees]



 

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.

________________________________________

QMX GOLD CORPORATION ("QMX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jul 16, 2019 :

Number of FT Shares:

39,600,000 flow through shares



Purchase Price:

$0.10 per flow through share



Number of Placees:

11 Placees



Finder's Fee:


Canaccord Genuity Corp 

$40,000.00 cash                       

 

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.

________________________________________

RING THE BELL CAPITAL CORP. ("RTB.P")
BULLETIN TYPE: CPC-Filing Statement, Remain Halted
BULLETIN DATE: July 22, 2019
TSX Venture Tier 2 Company 

TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated July 19, 2019 , for the purpose of filing on SEDAR.

Further to TSX Venture Exchange bulletin dated April 5, 2019 , trading in the shares of the Company will remain halted.

__________________________________________

SUMMUS SOLUTIONS N.V. ("SS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 14, 2019 :

Number of Shares:

7,000,000 shares



Purchase Price:

$0.075 per share



Number of Placees:

7 placees



Insider / Pro Group Participation:







Insider=Y /


Name

ProGroup=P

# of Shares

InnoCap  Beteiligungen AG

Y

1,560,000

(Urs Meisterhans)



 

________________________________________

THE FLOWR CORPORATION ("FLWR")
BULLETIN TYPE:  Halt
BULLETIN DATE:  July 22, 2019
TSX Venture Tier 1 Company

Effective at 5.51 a.m. PST, July 22, 2019 , 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.

________________________________________

SOURCE TSX Venture Exchange


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