TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, Feb. 26, 2020 /CNW/ -

TSX VENTURE COMPANIES

ANQUIRO VENTURES LTD. ("AQR.P")
BULLETIN TYPE:  Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated February 25, 2020, effective at the open, Friday, February 28, 2020trading 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.

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APHELION CAPITAL CORP.  ("APHE.P")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

Further to TSX Venture Exchange bulletin dated February 24, 2020, effective at the open of market Friday February 28, 2020 shares of the Company will resume trading.

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CALDAS GOLD CORP. ("CGC")
[formerly Bluenose Gold Corp. ("BN.H")]
BULLETIN TYPE:  Reverse Takeover-Completed, Name Change and Consolidation, Graduation from NEX to TSX Venture, Symbol Change, Resume Trading
BULLETIN DATE:  February 26, 2020
NEX Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Bluenose Gold Corp.'s ("Bluenose") (to be renamed "Caldas Gold Corp.") Reverse Takeover (the "RTO") and related transactions, all as principally described in Bluenose's filing statement dated February 19 , 2020 (the "Filing Statement").  The RTO includes the following matters, all of which have been accepted by the Exchange.

1.  Acquisition of Caldas Finance Corp.

Bluenose entered into an amalgamation agreement effective December 13, 2019 with Gran Colombia Gold Corp. ("Gran Colombia"), Caldas Holding Corp, ("Caldas Holding"), Caldas Finance Corp. ("Caldas Finance") and 1233316 B.C. Ltd (the "Amalgamation Agreement").  Pursuant to the Amalgamation Agreement, Bluenose acquired certain mining assets (the "Mining Assets") at Gran Colombia's Marmato Project located in the Department of Caldas, Colombia.  The Mining Assets principally comprise the existing producing underground gold mine (including the right to mine in the lower portion of the Echandia license area), the existing 1,200 tonnes per day processing plant and the area encompassing the Deeps mineralization, all located within the mining license area referred to as Zona Baja.

Bluenose acquired the Mining Assets by way of purchase from Caldas Holding, a wholly-owned subsidiary of Gran Colombia, of all of the issued and outstanding shares of Caldas Finance, which holds all of the issued and outstanding shares of Caldas Gold Colombia Inc. (formerly Medoro Resources Colombia Inc.) ("Marmato Panama"). Marmato Panama holds all of the issued and outstanding shares of Gran Colombia Gold Marmato S.A.S., which, in turn, holds all of the Mining Assets.

As consideration for the Mining Assets Bluenose issued 28,750,100 common shares to Caldas Holding.

In connection with the Amalgamation Agreement, Caldas Finance completed a private placement offering of subscription receipts (each, a "Subscription Receipt") issuing an aggregate of 3,292,500 Subscription Receipts at a price of CA$2.00 per Subscription Receipt for gross proceeds of CA$6,585,000 (the "Brokered Offering"). Each Subscription Receipt entitled the holder thereof to receive one common share in the capital of Caldas Finance (each, a "Caldas Finance Share") and one Caldas Finance Share purchase warrant (each, a "Caldas Finance Warrant"). In accordance with the Amalgamation Agreement, the Caldas Finance Shares and Caldas Finance Warrants underlying the Subscription Receipts were automatically exchanged for Caldas Gold shares and Caldas Gold share purchase warrants (the "Caldas Gold Warrants"), respectively. Each Caldas Gold Warrant is exercisable to acquire one Caldas Gold share until December 19, 2024 at a price of CA$3.00 per Caldas Gold share, subject to standard adjustment provisions.

The brokered portion of the Brokered Offering was completed by a syndicate, led by Scotiabank, as sole bookrunner, and including Red Cloud Securities (together, the "Agents"). Pursuant to the Brokered Offering, the Agents were entitled to receive a cash fee equal to CA$251,100. The Agents also received an aggregate of 125,550 non-transferable broker warrants (the "Broker Warrants") on closing of the Brokered Offering. Upon completion of the RTO, each Broker Warrant was exchanged for non-transferrable broker warrants of Caldas Gold (the "Caldas Gold Broker Warrants") exercisable to purchase units of Caldas Gold (each, a "Caldas Gold Broker Unit") at a purchase price of CA$2.00 until December 19, 2022. Each Caldas Gold Broker Unit comprises one Caldas Gold share and one Caldas Gold Warrant, with each Caldas Gold Warrant being exercisable for one additional Caldas Gold share at an exercise price of CA$3.00 until December 19, 2024.

Caldas Finance also completed a previously announced non-brokered private placement offering of units (each, a "Unit"), with each Unit comprised of one Caldas Finance Share and one Caldas Finance Warrant, whereby Gran Colombia, through Caldas Holding, subscribed for an aggregate of 7,500,000 Units at a price of CA$2.00 per Unit for gross proceeds of CA$15,000,000.

A finder's fee of 100,000 common shares was issued to Fiore Management & Advisory Corp.

For further information, see the Filing Statement which is available under Bluenose's profile on SEDAR.

2.  Name Change and Consolidation

Bluenose Gold Corp. has changed its name to Caldas Gold Corp. Bluenose consolidated its capital on a ten (10) old for one (1) new basis.

Effective at the opening on Friday, February 28, 2020, the common shares of Caldas Gold Corp. will commence trading on the Exchange and the common shares of Bluenose Gold Corp. will be delisted.  The Company is classified as a 'Mining' company.

3.  Graduation from NEX to TSX Venture

Bluenose has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective at the opening on Friday, February 28, 2020, Bluenose's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Vancouver.

Effective at the opening on Friday, February 28, 2020, the trading symbol for Bluenose (renamed to Caldas Gold Corp.) will change from BN.H to CGC.

4.  Resume Trading

Effective at the opening on Friday, February 28, 2020the common shares of Caldas Gold Corp. will resume trading on the Exchange.

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E36 CAPITAL CORP. ("ETSC.P")
BULLETIN TYPE:  New Listing-CPC-Shares, HALT
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

This Capital Pool Company's (the Company) Amended and Restated Prospectus dated November 30, 2019, restating the September 3, 2019 Prospectus, has been filed with and accepted by TSX Venture Exchange and the British Columbia and Alberta Securities Commissions effective December 4, 2019 pursuant to the provisions of the British Columbia Securities Act and Multilateral Instrument 11-102 Passport System in Alberta.  The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.

The Company intends to complete its initial distribution of securities to the public.  The gross proceeds to be received by the Company for the Offering will be $350,000 (3,500,000 common shares at $0.10 per share).

The closing of the public offering is scheduled to occur on February 28, 2020.  A further notice will be issued upon receipt of closing confirmation and the trading halt will be lifted.

For further information, please refer to the Company's Amended and Restated Prospectus dated November 30, 2019.

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INSURAGUEST TECHNOLOGIES INC.  ("ISGI")
[formerly Manado Gold Corp  ("MDO")]
BULLETIN TYPE: Name Change and Consolidation, Change of Business, Private Placement-Non-Brokered, Resume Trade
BULLETIN DATE: February 26, 2020
TSX Venture Tier 2 Company

Name Change and Consolidation:
Pursuant to a resolution passed by shareholders at a Special meeting of Shareholder held on November 29, 2019, the Company has consolidated its capital on a (2) two old for (1) one new basis.  The name of the Company has also been changed as follows.

Effective at the opening Friday, February 28, 2020, the common shares of INSURAGUEST TECHNOLOGIES INC. will commence trading on TSX Venture Exchange, and the common shares of Manado Gold Corp. will be delisted.  The Company is classified as a 'Technology' company.

Change of Business
Pursuant to a resolution passed by shareholders at a Special meeting of Shareholder held on November 29, 2019, TSX Venture Exchange has accepted for filing the Company's Change of Business, which includes the acceptance of the following transactions:
Arrangement Agreement dated January 14, 2019, (the "Agreement") between the Company and InsuraGuest, Inc. ("InsuraGuest"), whereby the Company will acquire all the shares of InsuraGuest for a consideration of 21,080,992 shares, 5,180,000 replacement warrants 30,354,635 Performance Warrants and 700,000 options of the Company.

In addition, the Exchange has accepted for filing the following:

Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 24, 2019 and July 18, 2019:

Insider / Pro Group Participation: 

The Company is classified as a 'Technology ' company.

Effective at the open, Friday, February 28, 2020, trading in the shares of the Company will resume.

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MORIEN RESOURCES CORP. ("MOX")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

The Issuer has declared the following dividend(s):

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RAINY HOLLOW VENTURES INC. ("RHV.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

Effective at 9:46 a.m. PST, February 26, 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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STARLIGHT U.S. MULTI-FAMILY (NO. 1) CORE PLUS FUND ("SCPO.UN")
BULLETIN TYPE: New Listing-IPO-Units, Private Placement-Non-Brokered
BULLETIN DATE: February 26, 2020
TSX Venture Tier 1 Company

The Initial Public Offering ("IPO") Prospectus dated January 31, 2020 (the "Prospectus") of Starlight U.S. Multi-Family (No.1) Core Plus Fund (the "Fund") has been filed with and accepted by TSX Venture Exchange, filed in Ontario and receipted by the Ontario Securities Commission, and filed in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and deemed to have been receipted by the securities regulator in each of these jurisdictions, pursuant to the provisions of the securities legislations in each of these jurisdictions.

The Class Units (the "Listed Units") of the Fund will be listed and admitted to trading on TSX Venture Exchange, on the effective date stated below.

Gross proceeds to be received by the Fund in respect of the IPO will be for a minimum of US$81,500,000 and a maximum of US$147,026,000 of limited partnership units, less any amounts raised pursuant to the concurrent private placement, subject to an over-allotment option of 11% of the gross proceeds of the offering granted by the Fund to the agents, expiring March 29, 2020, and which has been exercised by the agents, comprised of Class A Units, Class C Units, Class D Units and Class F Units to be issued at C$10 per limited partnership unit and Class E Units and Class U Units to be issued at US$10 per limited partnership unit, of which only Class A Units are to be listed on the TSX Venture Exchange. The Class C, D and F Units are convertible into Class A Units, and the Class A Units are convertible into Class D Units. For further information regarding the conversion features and the formula, please refer to the Fund's Prospectus dated January 31, 2020.

The Fund is classified as a "Lessors of residential buildings and dwellings (except social housing projects)" issuer (NAICS Number: 531111).

Listing Date: At the close of business (5:01 EDT) on February 27, 2020.

Commencement Date: The Listed Units will commence trading on TSX Venture Exchange at the opening of market on February 28, 2020, upon confirmation of closing of the IPO and the acquisition of the Initial Portfolio, as described in the Prospectus. 

The closing of both the IPO and the acquisition of the Initial Portfolio is scheduled to occur before the market opening on February 28, 2020.  A further notice will be issued upon receipt of closing confirmation.

Jurisdiction: Ontario

Capitalization: Unlimited number of authorized limited partnership units, including Class A Units at C$10 each. Based on the orders on hand before the closing of the IPO, it is expected that approximately 4,657,195 Class A Units will be issued and outstanding at the time of the closing of the IPO. The exact number of Class A Units and each of the other classes of LP Units issued and outstanding will be confirmed upon closing of the IPO.

Transfer Agent:  TSX Trust Company

Class A Units

Class A Unit Price: C$10 per unit
Trading Symbol: SCPO.UN
CUSIP Number:  85554L104

Agents: CIBC World Markets Inc. (the "Lead Agent"), Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Raymond James Ltd., RBC Dominion Securities Inc., Stifel Nicolaus Canada Inc., TD Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Industrial Alliance Securities Inc. and Laurentian Bank Securities Inc.

Agent's Fees:

5.25% of the aggregate purchase price of Class A, D and U Units and
2.25% of the aggregate purchase price of Class E and F Units.

For further information, please refer to the Fund's Prospectus dated January 31, 2020.

Private Placement – Non-Brokered

In addition to the IPO, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement of Class I Units as contemplated by the Prospectus dated January 31, 2020:

Number of Units: 2,500,000 Class I Units (unlisted and convertible into Class A Units)

Purchase Price: C$10 per Class I Unit

Number of Placees: 1 Placee

Company Contact: Evan Kirsh, President
Company Address: 3280 Bloor Street West, Centre Tower, Toronto, Ontario, M8X 2X3
Company Phone Number: (416) 234-8444
Company Fax Number: (416) 234-8445
Company Website: www.starlightinvest.com
Company Email Address: ekirsh@starlightus.com

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TORQUE ESPORTS CORP. ("GAME")
BULLETIN TYPE:  Reinstated for Trading
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange Bulletin dated January 7, 2020, the Exchange has been advised that the Cease Trade Order issued by the Ontario Securities Commission dated January 6, 2020 has been revoked.

Effective at the opening, Friday, February 28, 2020, trading will be reinstated in the securities of the Company.

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20/02/26 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

ADVANCE GOLD CORP. ("AAX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 5, 2020:

Insider / Pro Group Participation:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated February 25, 2020 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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BLACKROCK GOLD CORP. ("BRC")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

Effective at 5:00 a.m. PST, February 26, 2020, shares of the Company resumed trading, an announcement having been made.

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COPPER LAKE RESOURCES LTD. ("CPL")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 23, 2020:

Insider / Pro Group Participation:

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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DOLLY VARDEN SILVER CORPORATION ("DV")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 489,795 shares to settle outstanding debt for $120,000.

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

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DRUMMOND VENTURES CORP. ("DVX.P")
BULLETIN TYPE:  CPC-Filing Statement
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated February 24, 2020, for the purpose of filing on SEDAR.

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EMERALD HEALTH THERAPEUTICS, INC. ("EMH")
BULLETIN TYPE:  Prospectus-Unit Offering
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 1 Company

The Company's Short Form Base Shelf Prospectus dated March 13, 2019 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the British Columbia Securities Commission, pursuant to the provisions of the Securities Act (British Columbia), and the Ontario Securities Commission, pursuant to the provisions of the Securities Act (Ontario), on March 14, 2019. The Prospectus was also filed under Multilateral Instrument 11-102 Passport System in Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.  A receipt for the Prospectus is deemed to be issued by the regulators in each of those jurisdictions, if the conditions of the Instrument have been satisfied.

TSX Venture Exchange has accepted for filing documentation with respect to an offering of an aggregate of  10,344,827 units of the Company (each, a "Unit") at a price of $0.29 per Unit for total gross proceeds of approximately $3,000,000 (the "Offering"). The Offering was made pursuant to a Prospectus Supplement dated January 7, 2020 to the Company's Short Form Base Shelf Prospectus dated March 13, 2019.

TSX Venture Exchange has been advised that closing of the Offering occurred in two tranches; 7,596,551 Units were issued on February 6, 2020, for gross proceeds of approximately $2,203,000, and 2,748,276 Units were sold on February 14, 2020, for gross proceeds of approximately $797,000.

For further information, please refer to the Company's Short Form Base Shelf Prospectus dated March 13, 2019, Prospectus Supplement dated January 7, 2020, which are available under the Company's SEDAR profile, and the Company's news releases dated January 6, 2020, February 6, 2020 and February 14, 2020, which are available under the Company's SEDAR profile.

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FIRST COBALT CORP. ("FCC")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 22, 2020 and January 31, 2020:

Insider / Pro Group Participation:

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release on February 6, 2020, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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KNEAT.COM INC. ("KSI")
BULLETIN TYPE:  Halt
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 1 Company

Effective at 4:52 a.m. PST, February 26, 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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LICO ENERGY METALS INC. ("LIC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Property Agreement (the "Agreement"), dated February 24, 2020, between Lico Energy Metals Inc. (the "Company") and Surge Exploration Inc. (the "Optionee"), in connection to a Property Option Agreement dated May 17, 2018 (the "Option Agreement") between the Company and the Optionee on its Glencore Bucke and Teledyne claims located near Colbalt, ON (the "Property"), whereby the Company has successfully negotiated an early termination of the Option Agreement.

Under the terms of the new Property Agreement, the Company will retain its 100% interest in the Property by issuing 2,500,000 common shares at a deemed value of $0.09 per share to the Optionee.

For further details, please refer to the Company's news releases dated May 8, 2018 and February 25, 2020.

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RIDER INVESTMENT CAPITAL CORP. ("RDR.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

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

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XIMEN MINING CORP. ("XIM")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  February 26, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for expedited filing documentation pertaining to an agreement dated January 24, 2020 between Ximen Mining Corp. and John Bakus pursuant to which the Company has the option to acquire a 100% interest in the California Mineral claim and the Camp McKinney Claim located in southern British Columbia. The consideration is $30,000 and 111,111 shares.

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NEX COMPANIES

CELLSTOP SYSTEMS INC. ("KNO.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  February 26, 2020
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 25, 2020:

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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SIERRA MADRE DEVELOPMENTS INC. ("SMG.H")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  February 26, 2020
NEX Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 14, 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.

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SOURCE TSX Venture Exchange