TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, Sept. 24, 2018 /CNW/ -

TSX VENTURE COMPANIES

3D SIGNATURES INC.  ("DXD")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 24, 2018
TSX Venture Tier 2 Company

Further to the Exchange bulletin dated June 5, 2018 and the Company's news release dated September 24, 2018, effective at the open on Wednesday, September 26, 2018, the shares of the Company will resume trading.

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BONTERRA RESOURCES INC. ("BTR")
BULLETIN TYPE:  Plan of Arrangement
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 1 Company

Spin-Out

TSX Venture Exchange (the "Exchange") has approved a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the "Bonterra Plan of Arrangement") between the Company and Gatling Exploration Inc. ("SpinCo"). The Plan of Arrangement was approved by a special resolution of shareholders and optionholders of the Company at a meeting held on September 18, 2018, and was approved by final order of the Supreme Court of British Columbia on September 20, 2018. The Bonterra Plan of Arrangement was completed on September 24, 2018.

Pursuant to the Bonterra Plan of Arrangement, the Company's Larder Lake Property and $7,000,000 were spun out to the Company's shareholders through Spinco as described in the Company's information circular (the "Circular") dated August 15, 2018. Under the terms of the Plan of Arrangement, the Company's shareholders of record as of close of business on Friday, September 21, 2018 will receive common shares of SpinCo ("SpinCo Shares") on the basis of one SpinCo Share for every seven common shares of the Company held. Optionholders of the Company will have the exercise price of their options adjusted to take into account the distribution of Spinco Shares. SpinCo has applied for listing on the Exchange.

Metanor Transaction

Pursuant to a director's resolution of the Company dated July 20, 2018 and a final court order dated September 21, 2018 issued by the Superior Court of Quebec (Commercial Division), Metanor Resources Inc. ("Metanor") and the Company have completed a plan of arrangement under the Canada Business Corporations Act (the "Metanor Plan of Arrangement"). The Metanor Plan of Arrangement was completed on September 24, 2018 immediately following completion of the Bonterra Plan of Arrangement, and has resulted in the Company acquiring all of the issued and outstanding shares of Metanor in exchange for the Company issuing to Metanor shareholders 1.6039 common shares of Bonterra share for each Metanor share held. Optionholders of Metanor received replacement options of Bonterra adjusted to take into account the Metanor Plan of Arrangement but otherwise having substantially the same terms as the options held by them in Metanor. Metanor shares are expected to be delisted from the Exchange at close of market on September 25, 2018.

For further information please refer to the Company's news releases dated June 18, 2018, July 2324, 2018, September 18, 2018 and September 20, 2018 and the Company's Information Circular dated August 15, 2018 which is available under the Company's profile on SEDAR.

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METANOR RESOURCES INC. ("MTO")
BULLETIN TYPE: Delist
BULLETIN DATE: September 24, 2018
TSX Venture Tier 1 Company

Further to the Company's news releases dated July 23, 2018, September 18, 2018, September 21, 2018 and September 24, 2018, the common shares of Metanor Resources Inc. (the "Company") will be delisted from TSX Venture Exchange effective at theclose of business on Tuesday, September 25, 2018.

The delisting of the Company's common shares results from the completion of an arrangement with Bonterra Resources Inc. ("Bonterra") (TSXV: BTR). Under the arrangement, Bonterra acquired all of the Company's shares in exchange for 1.6039 of a common share of Bonterra per each Company's common share.

The arrangement was approved by the Company's shareholders at a special shareholders' meeting held on September 18, 2018 and was approved by the Superior Court of Quebec on September 21, 2018.

For more information, please consult the Company's Management Information Circular dated August 15, 2018, which is available on SEDAR.

RESSOURCES MÉTANOR INC. (« MTO »)
TYPE DE BULLETIN : Radiation de la cote
DATE DU BULLETIN : Le 24 septembre 2018
Société du groupe 1 de TSX Croissance

Suite aux communiqué de presse de la société émis les 23 juillet 2018, 18 septembre 2018, 21 septembre 2018  et 24 septembre 2018, les actions ordinaires de Ressources Métanor inc. (la « société ») seront retirées de la cote de Bourse de croissance TSX à la fermeture des affaires le mardi, 25 septembre 2018.

La radiation de la cote des actions ordinaires de la société résulte de la réalisation d'un plan d'arrangement avec Bonterra Resources Inc. (« Bonterra ») (TSXV : BTR). Dans le cadre de cet arrangement, Bonterra a acquis la totalité des actions ordinaires de la société en échange de 1.6039 action ordinaire d' Bonterra pour chaque action ordinaire de la société.

L'arrangement a été approuvé par les actionnaires de la société lors d'une assemblée extraordinaire tenue le 18 septembre 2018 et par la Cour supérieure de Québec le 21 septembre 2018.

Pour plus de renseignements, veuillez consulter la circulaire de sollicitation de procuration par la direction datée du 15 août 2018 disponible sur SEDAR.

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OV2 INVESTMENT 1 INC. ("OVO.P")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: September 24, 2018
TSX Venture Tier 2 Company

Further to the Company's press release dated September 20, 2018, effective at the opening on Wednesday, September 26, 2018, shares of the Company will resume trading. The Company's proposed Qualifying Transaction as initially announced on November 20, 2017 has been terminated.

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SANDFIRE RESOURCES AMERICA INC. ("SFR.RT")
BULLETIN TYPE:  Rights Offering-Shares
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

The Company has announced it will offer to shareholders of record at September 27, 2018, transferable rights to purchase shares of the Company.  Five (5) rights will be issued for each one (1) share held. Eight (8) rights and $0.06 are required to purchase one share.  The rights offering will expire on October 30, 2018.  As at September 24, 2018, the Company had 503,281,865 shares issued and outstanding.

Effective at the opening, Wednesday, September 26, 2018, 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 a 'metals and minerals - mining' company.

For further details, please refer to the Company's Rights Offering Circular dated September 19, 2018.

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SKYCHAIN TECHNOLOGIES INC. ("SCT")
[formerly, Green Valley Mine Incorporated ("GVY")]
BULLETIN TYPE: Change of Business, Private Placement-Non-Brokered, Name Change
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange"') has accepted for filing Green Valley Mine Incorporated's ("Green Valley" – to be renamed Skychain Technologies Inc.) Change of Business (the "COB") and related transactions, all as principally described in its filing statement dated August 24, 2018 (the "Filing Statement").  The COB includes the following matters, all of which have been accepted by the Exchange.

1.   Acquisition of all of the Class A shares of MiningSky Technologies Ltd. ("MiningSky"):

On September 10, 2018 Green Valley entered into a share purchase agreement (the "SPA") with MiningSky.  Pursuant to the SPA, Green Valley acquired all of the issued and outstanding MiningSky Class A shares in exchange for the issuance of an aggregate of 4,181,132 resulting issuer shares to the existing MiningSky Class A shareholders on a basis of one (1) resulting issuer share for every one (1) MiningSky Class A share.

MiningSky is a privately held, early stage technology company involved in the business of providing cryptominers an all-in-one solution by offering warehouse space, low cost electricity, and maintenance and hosting services. 

For additional information please refer to the Filing Statement dated August 24, 2018 available under Green Valley's profile on SEDAR.

2.   Private Placement-Non-Brokered:

First Tranche

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 16, 2018:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated September 19, 2018 announcing the closing of the private placement and setting out the expiry date of the hold period.

Second Tranche

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 29, 2018:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated September 19, 2018 announcing the closing of the private placement and setting out the expiry dates of the hold period.

In addition, MiningSky raised gross proceeds of $1,254,340 at $0.30 per share by issuing 4,181,132 Class A shares.

3.   Name Change:

Pursuant to a board resolution passed on August 23, 2018, Green Valley has changed its name from Green Valley to Skychain Technologies Inc.

Effective at the opening on September 26, 2018, the common shares of Skychain Technologies Inc. will commence trading on TSX Venture Exchange Inc. 

The Company is classified as a 'technology' company.

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THE FLOWR CORPORATION ("FLWR")
[formerly The Needle Capital Corp. ("NEDL.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol; Name Change and Consolidation; Company Tier Reclassification; Resume Trading
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing the The Needle Capital Corp's (the "Company") Qualifying Transaction ("QT") and related transactions described in its Filing Statement dated September 19, 2018.  As a result, at the opening on Wednesday, September 26, 2018, the Company will no longer be considered a Capital Pool Company.  The QT includes the following matters, all of which have been accepted by the Exchange:

Qualifying Transaction – Completed / New Symbol

Pursuant to a business combination agreement dated August 27, 2018, as amended as of September 10, 2018, the Company has completed a transaction with The Flowr Corporation ("Flowr"), which resulted in a reverse takeover of the Company by the shareholders of Flowr. The Company's trading symbol has changed as detailed below.

Pursuant to the QT, the Company has issued 85,692,095 shares to the shareholders of Flowr.

For additional information, please refer to the Filing Statement dated September 19, 2018, available under the Company's profile on SEDAR.

Name Change and Consolidation
Pursuant to a resolution passed by the directors on September 10, 2018, the Company has consolidated its capital on a 13 old for 1 new basis.  The name of the Company has also been changed to The Flowr Corporation.

Effective at the opening Wednesday, September 26, 2018, the common shares of The Flowr Corporation will commence trading on TSX Venture Exchange, and the common shares of The Needle Capital Corp. will be delisted.  The Company is classified as an 'Industrial' company.

Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company.  Therefore, effective Wednesday, September 26, 2018, the Company's Tier classification will change from Tier 2 to:

Classification

Tier 1

Resume Trading

Effective at market open on Wednesday, September 26, 2018, the Company's shares will resume trading.

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URBANFUND CORP. ("UFC")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

The Issuer has declared the following dividend(s):

Dividend per Common Share:  $0.005
Payable Date:  October 15, 2018
Record Date:  September 28, 2018
Ex-dividend Date:  September 27, 2018

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18/09/24 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ASCOT RESOURCES LTD. ("AOT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 7, 2018:

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated September 24, 2018 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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BAYHORSE SILVER INC. ("BHS")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 7.30 a.m. PST, September 24, 2018, shares of the Company resumed trading, an announcement having been made.

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BLUEBIRD BATTERY METALS INC. ("BATT")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement, Correction
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange bulletin dated August 8, 2018 with respect to the Agreement for Sale of Mining Assets regarding the purchase of the Ashburton Cobalt Project between the Company, Bluebird Battery Metals Australia Pty Ltd., its wholly-owned subsidiary, and Peter Romeo Gianni the consideration shares should be issued as follows:

Peter Romeo Gianni – CAD$500,000 of common shares
Geonomic Australia Pty ltd. – CAD$500,000 of common shares
Sisu International Pty Ltd. – CAD$500,000 of common shares (not CAD$500,000,000)

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CRYSTAL LAKE MINING CORP. ("CLM")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 5.24 a.m. PST, September 24, 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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CRYSTAL LAKE MINING CORP. ("CLM")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 8.30 a.m. PST, September 24, 2018, shares of the Company resumed trading, an announcement having been made.

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DELTA 9 CANNABIS INC. ("NINE")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 6, 2018:

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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FALCON GOLD CORP. ("FG")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Letter Agreement dated September 04, 2018 between Falcon Gold Corp., 1544230 Ontario Inc. (Perry English) and Steven Siemieniuk (the "Vendors") whereby the Company may acquire a 100% interest in 50 mining claims in the James Bay Lowlands of the Porcupine Mining Division located in Northern Ontario.  Consideration is $185,000 cash and 400,000 common shares staged over a period of 5 years. The Vendors will retain a 2% Net Smelter Return Royalty ("NSR") of which the Company may repurchase 1% for $1,000,000 cash.

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FORUM ENERGY METALS CORP. ("FMC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation an Share Purchase Agreement dated September 13, 2018 between the Company and Lumina Cobalt Corp., whereby the Company has acquired the Quartz Gulch cobalt property located in the Idaho cobalt belt and the Juneau-Standard gold/silver/copper/cobalt property in Grant county, Oregon, from Lumina Cobalt Corp. Consideration is US $75,000 cash payable over a three year period and 3,000,000 common shares over a three year period. Consideration includes a 2% NSR of which 1% may be purchased by the Company for $1,000,000 subject to further Exchange review and acceptance.

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GRANDE PORTAGE RESOURCES LTD. ("GPG")
BULLETIN TYPE:  Prospectus-Unit Offering
BULLETIN DATE:  September 24, 2018May 11, 2001
TSX Venture Tier 2 Company

Effective September 24, 2018, the Company's Final Short Form Prospectus Supplement dated July 31, 2018 was filed with and accepted by TSX Venture Exchange.  The units were offered by way of a Final Short Form Prospectus filed in British Columbia and receipted on August 1, 2018.  The Prospectus has also been filed and receipted under Multilateral Instrument 11-102 in Alberta and Yukon on August 1, 2018.

TSX Venture Exchange has been advised that closing occurred on September 20, 2018, for gross proceeds of $2,320,000.

For further information, please see the Company's news release's dated September 20, 2019. 

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HAVILAH MINING CORPORATION ("HMC")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 7, 2018:

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), 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). 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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KAPA CAPITAL INC. ("KAPA.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 4.17 a.m. PST, September 24, 2018, trading in the shares of the Company was halted pending closing; 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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NAMASTE TECHNOLOGIES INC. ("N") ("N.WT")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 1 Company

Effective at 6.30 a.m. PST, September 24, 2018, shares of the Company resumed trading, an announcement having been made.

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RICHMOND MINERALS INC. ("RMD")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 10, 2018 and August 15, 2018:

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).

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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ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 5.24 a.m. PST, September 24, 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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ROMIOS GOLD RESOURCES INC. ("RG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 8.30 a.m. PST, September 26, 2018, shares of the Company resumed trading, an announcement having been made.

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STRATEGIC OIL & GAS LTD. ("SOG")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced September 10, 2018:

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TAILWIND CAPITAL CORPORATION ("TW.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated September 13, 2018, 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.

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X-TERRA RESOURCES INC. ("XTT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  September 24, 2018
TSX Venture Tier 2 Company

Effective at 4.35 a.m. PST, September 24, 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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SOURCE TSX Venture Exchange