TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Jan. 28, 2021 /CNW/ -

TSX VENTURE COMPANIES

NEXUS REAL ESTATE INVESTMENT TRUST ("NXR.UN")
BULLETIN TYPE:  Graduation
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 1 Company

TSX Venture Exchange has been advised that the REIT's units will be listed and commence trading on Toronto Stock Exchange at the opening on Monday, February 1, 2021, under the symbol "NXR.UN".

As a result of this Graduation, there will be no further trading under the symbol "NXR.UN" on TSX Venture Exchange after January 29, 2021, and the REIT's units will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.

__________________________________

RAILTOWN CAPITAL CORP. ("RLT.P")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

Further to the bulletin dated January 26, 2021, effective at market open on Monday, February 1, 2021, shares of the Company will resume trading. The Company completed its public offering of securities on Thursday, January 28, 2021.  The gross proceeds received by the Company for the public offering was $500,000 (5,000,000 common shares at $0.10 per share) and from the private placement $300,000 (3,000,000 common shares at $0.10 per share).

________________________________________

TOPICUS.COM INC. ("TOI")
BULLETIN TYPE:  New Listing-Shares
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 1 Company

Topicus.com Inc.'s (the "Company") prospectus dated December 18, 2020 (the "Prospectus"), has been filed with and accepted by TSX Venture Exchange, and filed with and receipted by the securities regulatory authorities in each of the provinces and territories of Canada on December 18, 2020, pursuant to the provisions of the securities legislations in each of these jurisdictions.

The Prospectus qualified the distribution by Constellation Software Inc. (TSX: CSU), ("CSI") of up to an aggregate of 39,412,385 Subordinate Voting Shares of the Company to the holders of common shares of CSI of record on December 28, 2020 (the "CSI Shareholders") on a pro-rata basis by way of a dividend-in-kind under applicable securities laws in each of the provinces and territories of Canada. The Prospectus also qualified the grant by the Company of the Exchangeable Unit Provisions in respect of the Exchangeable Units (each as defined in the Prospectus).

On January 5, 2021, CSI, acting through its Total Specific Solutions ("TSS") operating group and its subsidiary TPCS Holding B.V., completed the purchase of 100% of the shares of Topicus.com B.V. ("Topicus B.V."), a Netherlands-based diversified vertical market software provider, from IJssel B.V. In connection with the closing of the acquisition, TSS was spun out of CSI and now operates, together with Topicus B.V., as a separate public company (the "Spin-Out Transactions").

In connection with the completion of the Spin-Out Transactions, on January 4, 2021, the CSI Shareholders received, by way of a dividend-in-kind, 1.859817814 Subordinate Voting Shares for each common share of CSI held, resulting in 39,412,367 Subordinate Voting Shares being distributed to the CSI Shareholders.

Effective at the opening on Monday, February 1, 2021, the  Subordinate Voting Shares will commence trading on TSX Venture Exchange. 

The Company is classified as a "Computer Systems Design and Related Services" company. (NAICS number 541514).

Corporate Jurisdiction: Province of Ontario                                                              

Capitalization:   




Subordinate Voting Shares

Unlimited number of Subordinate Voting Shares of which 39,412,385 Subordinate Voting Shares are issued and outstanding (Listed)



Super Voting Share:

1 Super Voting Share (Unlisted) that is held by CSI



Convertible Preferred Shares:

Unlimited number of Convertible Preferred Shares of which 39,412,385 Convertible Preferred Shares are issued and outstanding (Unlisted) that are held by CSI

The Super Voting Share carries a greater number of votes per share relative to the Subordinate Voting Shares. Subordinate Voting Shares are therefore "restricted securities" within the meaning of such term under applicable Canadian securities laws. Other than in respect of voting rights, and the fact that the Super Voting Share is convertible into a single Subordinate Voting Share, the Subordinate Voting Shares and the Super Voting Share have the same rights, are equal in all respects and are treated as if they were one class of shares. Holders of Subordinate Voting Shares and the Super Voting Share are entitled to attend and vote at meetings of the Company's shareholders except meetings at which only holders of a particular class are entitled to vote. Holders of Subordinate Voting Shares are entitled to one vote per share, and the holder of the Super Voting Share is entitled to that number of votes that equals 50.1% of the aggregate number of votes attached to all of the outstanding Super Voting Shares and Subordinate Voting Shares at such time. Please refer to the section "Description of Capital Structure – Subordinate Voting Shares and Super Voting Share – Voting" in the Prospectus for full details.

In addition, the Company's subsidiary, Topicus.com Coöperatief U.A. (the "Coop"), is authorized to issue an unlimited number of ordinary units and an unlimited number of preference units (together, the "Coop Units"). The Coop Units which are held by holders other than the Company are directly or indirectly, exchangeable for Subordinate Voting Shares.

On a fully-diluted basis, there are 129,841,818 Subordinate Voting Shares issued and outstanding, of which (i) 39,412,367 are held by public shareholders, (ii) 18 are held by CSI, (iii) an additional 39,412,385 would be held by CSI (upon the conversion of the Convertible Preferred Shares), (iv) 39,331,284 would be held by Joday Investments II B.V and certain other investors (collectively, the "Joday Group") (upon the exchange of the Coop Units held by the Joday Group), and (v) 11,685,764 would be held by IJssel B.V. (upon the exchange of the Coop Units held by IJssel B.V.). In addition, CSI would hold one additional Subordinate Voting Share upon the conversion of the Super Voting Share.

Escrowed Shares:

18 Subordinate Voting Shares (listed)


1 Super Voting Share (unlisted)


39,412,385 Preferred Shares (unlisted)


36,958,920 Coop Units (unlisted)

Transfer Agent:

Computershare Trust Company of Canada

Trading Symbol:

TOI

CUSIP Number:

89072T 102

For further information, please refer to the Company's Prospectus dated December 18, 2020.

Company Contact:

Mr. Jamal Baksh, Chief Financial Officer

Company Address:

20 Adelaide Street East, Suite 1200, Toronto, Ontario, Canada M5C 2T6      

Company Phone Number:

416-861-9677              

Company Website:

www.topicus.com

Company Email Address:

info@topicus.com      

________________________________________

21/01/28 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BRAVEHEART RESOURCES INC. ("BHT")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 6,500,000 common shares to settle outstanding debt for $780,000.

Number of Creditors: 

1 Creditor









Insider / Pro Group Participation:










Creditor 

Insider=Y / Progroup=P 

Amount  Owing

Deemed Price per Share 

# of Shares






Matlock Farms Ltd.

Y

$780,000

$0.12

6,500,000

(Aaron Matlock) 





             

For further details, please refer to the Company's news release dated January 12, 2021. The Company shall issue a news release when the shares are issued and the debt extinguished.

________________________________________

CHATHAM ROCK PHOSPHATE LIMITED ("NZP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 1, 2020:

Number of Shares:

10,000,000 shares


Purchase Price:

$0.06 per share


Number of Placees:

24 placees





Insider / Pro Group Participation:






Name  

Insider=Y / ProGroup=P    

# of Shares




Campbell McKenzie 

Y

236,571

Christopher David Castle 

Y

300,000




Finder's Fee:  






$3,360.00 payable to General Research GMBH



Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release announcing the closing of the private placement on January 18, 2020 and setting out the expiry dates of the hold period(s).

________________________________________

DEFIANCE SILVER CORP. ("DEF")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2  Company

Effective at 6:30 a.m. PST, Jan. 28, 2021, shares of the Company resumed trading, an announcement having been made.

________________________________________

GREENLANE RENEWABLES INC. ("GRN") ("GRN.WT")
BULLETIN TYPE: Prospectus-Share Offering
BULLETIN DATE: January 28, 2021
TSX Venture Tier 1 Company

Effective January 27, 2021, the Company's final prospectus supplement dated January 21, 2021 qualifying the distribution of 12,190,000 of the Company (including the exercise of the over-allotment option), was filed with and accepted by TSX Venture Exchange (the "Exchange") and filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Manitoba and Ontario at a price of $2.17 per common share for gross proceeds of $26,452,300

The Exchange has been advised that the closing of the offering occurred on January 27, 2021.

Offering:

12,190,000



Price:

$2.17 per common share.

Underwriter(s):

TD Securities Inc., Canaccord Genuity Corp., Raymond James Ltd., Haywood Securities Inc., Beacon Securities Limited and Paradigm Capital Inc.



Underwriter(s) Commission:

The underwriters were paid a cash commission of $1,587,138, equal to 6% of the gross proceeds raised under the offering and 6% in compensation warrants totaling 731,400 warrants. The Compensation warrants are exercisable at $2.17 per warrant and expire on January 27, 2022. 



Over-Allotment Option:

The over-allotment was exercised for 1,590,000.

For further details, please refer to the Company's prospectus supplement dated January 21, 2021 and news releases dated January 25, 2021 and January 27, 2021. 

________________________________________

ICONIC MINERALS LTD. ("ICM")
BULLETIN TYPE:  Property-Asset or Share Disposition Agreement
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an Option Agreement dated November 30, 2020 between Iconic Minerals Ltd. (the "Company"), its subsidiary Bonaventure Nevada Inc. and Nevada Lithium Corp. ("NLC"), whereby the Company, through its subsidiary, has granted NLC the option to earn up a 50% interest in and to the Bonnie Claire Property located in Nye County of Nevada (the "Property") by NLC funding a total of US$5.6 million in three stages on or prior to October 1, 2021 in cumulative exploration expenditures on the Property.

________________________________________

JACK NATHAN MEDICAL CORP. ("JNH")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Purchase Agreement (the "Agreement") dated January 8, 2021, among the Company and several arm's length parties, whereby the Company has acquired all issued and outstanding shares of Writi Inc., a cloud-based medication-management software platform (the "Target").

Under the terms of the Agreement, the Company has agreed to acquire the Target in exchange for 1,000,000 common shares.

For more information, please refer to the Company's news release dated January 11, 2021.

________________________________________

LOMIKO METALS INC. ("LMR")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 19, 2021:

Number of Shares:

13,336,666 shares





Purchase Price:

$0.075 per share





Warrants:

13,336,666 share purchase warrants to purchase 13,336,666 shares





Warrant Exercise Price:

$0.10 for a two year period





Number of Placees:

27 placees





Insider / Pro Group Participation:






Name  

Insider=Y / ProGroup=P 

# of Shares




Aggregate Pro Group Involvement 

P

1,500,000

[1 placee]






Finder's Fee: 

Aggregate cash commission of $20,130 and 268,400 finders' warrants payable to Canaccord Genuity Corp. and PI Financial Corp.  Each finder's warrant entitles the holder to acquire one share at $0.10 for a two year period.


               

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

________________________________________

ORGANTO FOODS INC. ("OGO")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation pertaining to a Share Sale and Purchase Agreement (the "Agreement") dated January 14, 2021, between Organto Foods Inc. (the "Company") and an arm's-length party to the Company (the "Vendor"), whereby the Company will acquire all of the issued and outstanding shares of Fresh Organic Choice B.V. (the "Target") - a privately held Dutch corporation and supplier of fresh organic herbs to the European market.

Under the terms of the Agreement and in consideration for the Target, the Company will make a €150,000 euro cash payment and issue 839,570 common shares (subject to escrow provisions) at a deemed value of CDN$0.278 (€0.178 euro) per share on closing.  Earn-out payments of up to an additional €100,000 are due if certain gross margin performance milestones are achieved over a three year period.

For further details, please refer to the Company's news release dated January 14, 2021.

________________________________________

PROGRESSIVE PLANET SOLUTIONS INC. ("PLAN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced December 22, 2020 and January 7, 2021:

Number of Shares:

7,500,000 shares





Purchase Price:

$0.10 per share





Warrants:

7,500,000 share purchase warrants to purchase 7,500,000 shares





Warrant Exercise Price:

$0.15 for a one year period





Number of Placees:

29 placees





Insider / Pro Group Participation:






Name

Insider=Y /  ProGroup=P

# of Shares

Countryman Investments Ltd. (George Richardson)

1,000,000

The Howard Group (Grant Howard)

350,000

Aggregate Pro Group Involvement 

P

350,000

[2 placees]






Finder's Fee: 

Mackie Research Capital Corporation $7,500 cash and 75,000 broker warrants payable.






PI Financial Corp. $7,500 cash and 75,000 broker warrants payable.






Canaccord Genuity Corp. $12,750 cash and 127,500 broker warrants payable.






-Each broker warrant is exercisable into one common share at $0.10 for one year from closing.


                                    

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. [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.]

________________________________________

RAILTOWN CAPITAL CORP. ("RLT.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  January 28, 2021
TSX Venture Tier  2 Company

Effective at 5:00  a.m. PST, Jan. 28, 2021, 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.

________________________________________

ROCK TECH LITHIUM INC. ("RCK")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Jan 06, 2021:

Number of Shares:

2,500,000 shares



Purchase Price:

$1.60 per share



Warrants:

2,500,000 share purchase warrants to purchase 2,500,000 shares



Warrant Initial Exercise Price:

$2.00



Warrant Term to Expiry:

2 Years



Number of Placees:

1 Placee

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.

________________________________________

SMART EMPLOYEE BENEFITS INC. ("SEB")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 2,858,175 common shares to settle outstanding debt for $428,726.

Number of Creditors:

7 Creditors









Insider / Pro Group Participation:










Creditor  

Insider=Y/ Progroup=P

Amount Owing  

Deemed Price per Share

 # of Shares






Philip Armstrong  

$54,062.40

$0.15

360,416






Nancy Elliott  

Y

$93,002.00

$0.15

620,013






Christine Hrudka 

 Y

$38,370.50

$0.15

255,803






Joseph Iannicelli 

$90,639.50

$0.15

604,263






Stephen Peacock  

$88,439.40

$0.15

589,596






Michael Pesner  

Y

$53,012.40

$0.15

353,417






Barry Walsh 

Y

$11,200.00

$0.15

74,667

                                                            

For further details, please refer to the Company's news release dated December 31, 2020. The Company shall issue a news release when the shares are issued and the debt extinguished.

________________________________________

STERLING METALS CORP. ("SAG")
BULLETIN TYPE: Shares for Debt
BULLETIN DATE: January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 606,061 common shares at a deemed value of $0.33 per share to settle outstanding debt for $200,000.

Number of Creditors:

1 Creditor



Insider / Pro Group Participation:




Name

Insider=Y / ProGroup=P

Number of Shares

Altius Resources Inc.

Y

606,061

For more information, please refer to the Company's news release dated December 18, 2020.

________________________________________

VIVERE COMMUNITIES INC. ("VCOM")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation relating to an acquisition agreement (the "Acquisition") dated February 26, 2020, between ViveRE Communities Inc. (the "Company") and A.T.M.J. Properties Inc. (the "Vendor"), an arm's length party to the Company, in connection with the Acquisition of a 100% interest in the multi-unit residential properties located at 145, 149, 150, 152, 153 and 155 McLaughlin Road, Moncton, New Brunswick (the "Properties").

Pursuant to the Acquisition, the Company paid the Vendor $13,450,000 in cash, issued 5,681,818 common shares of the Company at a price of $0.22 per common share and issued 2,500,000 common share purchase warrants to purchase 2,500,000 common shares at a price of $0.27 per common share for a period of 36 months following the closing of the Acquisition, in order to acquire a 100% interest in the Properties.

For further information, please refer to the Company's press release dated September 1, 2020.

_______________________________________

WINDFALL GEOTEK INC. ("WIN")
BULLETIN TYPE:  Private Placement- Non-Brokered
BULLETIN DATE:  January 28, 2021
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on January 20, 2021:

Number of Shares:

9,996,667 common shares





Purchase Price:

CDN$0.06 per share





Warrants:

9,996,667 share purchase warrants to purchase 9,996,667 common shares





Warrant Exercise Price:

CDN$0.08 per share until January 20, 2023





Number of Placees:

20 Placees





Insider / Pro Group Participation:






Name

Insider=Y / ProGroup=P 

 # of Units




Dinesh Kandanchatha  

Y  

333,334




Michel Fontaine  

Y

200,000




Nathan Tribble  

Y  

200,000

Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

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

________________________________________

NEX COMPANIES:

CANADIAN SILVER HUNTER INC. ("AGH.H")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 28, 2021
NEX Company

TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to a claims purchase agreement dated January 20, 2021 (the "Agreement"), between Canadian Silver Hunter Inc. (the "Company") and an arms-length party (the "Vendor"). Pursuant to the Agreement, the Company will acquire a 100% interest in 11 mineral exploration claims (the "Properties"), located in Carscallen and Whiteside Township, near Timmins, Northern Ontario.

As consideration for the Properties, the Company shall issue 100,000 common shares at a deemed price of CDN$0.06 per common share, to the Vendor.

For further details, please refer to the Company's news release dated January 20, 2021 and January 27, 2021.

________________________________________

SCHWABO CAPITAL CORPORATION ("SBO.H")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  January 28, 2021
NEX Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 13, 2020:

Number of Shares: 

5,000,000 shares



Purchase Price:

$0.10 per share



Number of Placees:

8 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.

________________________________________

SOURCE TSX Venture Exchange

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