TSX Venture Exchange Stock Maintenance Bulletins

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TSX Venture Exchange

May 13, 2020, 18:30 ET

VANCOUVER, May 13, 2020 /CNW/ - 

TSX VENTURE COMPANIES

COLLINGWOOD RESOURCES CORP.  ("COLL.P")
BULLETIN TYPE:  Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Further to Exchange bulletins dated April 14, 2020 and May 12, 2020, effective at the open, Friday, May 15, 2020, 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.

________________________________________

FRANKLY INC. ("TLK")
BULLETIN TYPE:  Plan of Arrangement, Remain Halted, Delist
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 1 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a Business Combination Agreement dated March 9, 2020 (the "Agreement"), between Torque Esports Corp. ("Torque"), Frankly Inc. ("Frankly") and WinView, Inc. Pursuant to the Agreement, Torque has agreed to acquire all of the issued and outstanding common shares of Frankly by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Transaction"). Under the Agreement, each Frankly shareholder will be entitled to receive 1 common share of Torque for each common share of Frankly held. In accordance with the Arrangement, Torque will assume all of the covenants and obligations of Frankly under the Frankly Warrants, Frankly Options and Frankly Restricted Share Units (each a "Frankly Convertible Security") and upon exercise or conversion of a Frankly Convertible Security, the holder thereof will receive Torque common shares based on the Exchange ratio (i.e. the same consideration they would have been entitled to receive had they been Frankly shareholders at the effective time of the Transaction).

Prior to the closing of the Transaction, Torque and Frankly were at arm's length.

The Exchange has been advised that approval of the Transaction by Frankly shareholders was received at a special meeting of shareholders held on April 23, 2020 and that approval of the Transaction was received from the Superior Court of British Columbia on April 28, 2020. The Transaction was completed on May 08, 2020.

Delisting:

Effective at the close of business on Thursday, May 14, 2020, the common shares of Frankly will be delisted from TSX Venture Exchange.

For further details, please refer to Frankly's Management Information Circular dated March 25, 2020 and news releases dated between November 22, 2019 and May 11, 2020.

________________________________________

GOLD RUSH CARIBOO CORP. ("GDBO")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

Further to the Exchange bulletin dated May 11, 2020, effective at the open on Friday, May 15, 2020 the shares of the Company will resume trading; an announcement having been made on May 12, 2020.

_________________________________________

NEWPORT EXPLORATION LTD. ("NWX")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

The Issuer has declared the following dividend(s):


Dividend per Common Share:                                       

$0.01

Payable Date:                                                              

June 10, 2020

Record Date:                                                               

May 28, 2020

Ex-dividend Date:                                                        

May 27, 2020

________________________________________

SOLUTION FINANCIAL INC. ("SFI")
BULLETIN TYPE:  Declaration of Dividend
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

The Issuer has declared the following dividend(s):


Dividend per Common Share:                                       

$0.001

Payable Date:                                                              

June 15, 2020

Record Date:                                                               

May 29, 2020

Ex-dividend Date                                                         

May 28, 2020

________________________________________

20/05/13 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

AF1 CAPITAL CORP. ("AFC.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 12, 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.

________________________________________

AIM3 VENTURES INC. ("AIMC.P")
BULLETIN TYPE:  CPC-Filing Statement
BULLETIN DATE:   May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's CPC Filing Statement dated May 12, 2020, for the purpose of filing on SEDAR.

________________________________________

ANGUS VENTURES INC. ("GUS")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation in connection with property Sale Agreement dated May 7, 2020 between the Company and David R. Healey whereby the Company has acquired 6 mineral claims located in the Mishibishu Lake Area, Ontario.  Consideration is $1,000.00 and 22,000 common shares with a deemed value of $0.50 per share.

________________________________________

ANGUS VENTURES INC. ("GUS")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation in connection with a Property Sale Agreement dated May 8, 2020 between the Company and Metalcorp Limited whereby the Company acquired 6 mineral claims located in the Mishibishu Lake Area, Ontario.  Consideration is $20,000 and 100,000 common shares.  The property is subject to a 2% NSR of which the Company can purchase 1% for $1,000,000 subject to further Exchange review and acceptance.

________________________________________

ANTLER GOLD INC. ("ANTL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation relating to an option agreement (the "Agreement") dated May 6, 2020, between Antler Gold Inc. (the "Company"; "Antler") and Mr. Eliphas Shaningua Shipanga (the "Vendor"), an arm's length party to the issuer, in connection with the option to acquire 100% interest in a gold exploration license known as EPL 6550, located in the Erongo region of central Namibia, 20 kilometers north from the towns of Karibib and Omaruru.

Pursuant to the Agreement, the Company shall pay the Vendor C$3,500 in cash, and issue 35,945 common shares of Antler at closing of the Agreement. The Company must also spend up to C$25,000 worth of exploration expenses on or before the EPL renewal date of December 31, 2020. Once the EPL is renewed, in order to acquire EPL 6550, Antler must make a cash payment of C$5,000, issue an additional 10,000 common shares and a further C$2,500 worth of common shares of the Company. Finally, Antler must also spend a further amount such that the total exploration expenditure within one year of renewal is equal to or greater than C$75,000 in order to acquire the 100% interest in EPL 6550. 

For further information, please refer to the Company's press release dated May 7, 2020.

_____________________________________________

AUXLY CANNABIS GROUP INC. ("XLY")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 28, 2020:

Convertible Debenture 

$1,250,000


Conversion Price:  

Convertible into 2,873,563 common share at $0.435 per share and 1,580,460 
common share purchase warrants



Maturity date:  

April 28, 2022


Warrants   

The warrants are exercisable at the price of $0.522 per share for a two year period.


Interest rate: 

7.5% per annum


Number of Placees:

1 Placee


Finder's Fee:   

AltaCorp. Capital Inc. will receive a 4% finder's fee in the amount of $50,000.00

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a closing news release dated April 28, 2020announcing 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.

________________________________________

BITTERROOT RESOURCES LTD. ("BTT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Discretionary Waiver Non-Brokered Private Placement announced April 27, 2020 and April 30, 2020:

Number of Shares:                   

1,428,571 shares





Purchase Price:                        

$0.035 per share




Warrants:                                 

1,428,571 share purchase warrants to purchase 1,428,571 shares




Warrant Exercise Price:             

$0.06 for a two year period





Number of Placees:                  

1 Placee


Insider / Pro Group Participation:


Insider=Y / 


Name  

ProGroup=P 

# of Shares



Joseph Carr & Associates Ltd.  



 (Michael S. Carr) 

Y             

1,428,517

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated May 8, 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.

________________________________________

CANADABIS CAPITAL INC. ("CANB")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on Apr 20, 2020:

Number of Shares:                   

8,295,993 shares



Purchase Price:                        

$0.15 per share



Number of Placees:                  

20 Placees

Insider / Pro Group Participation:


Insider=Y /


Name                                                              

Pro-Group=P    

# of Shares

Gregory Smith                                                  

Y      

250,000

Cowie Capital Corporation                                

Y       

333,333

  (Donald Cowie)

2208318 Alberta Ltd.                                         

Y    

1,760,000

  (Travis McIntyre)

  (Kimberley McIntyre)

2011939 Alberta Ltd.                                         

Y   

2,500,000

  (Levi Snow)

Aggregate Pro-Group Involvement [1 Placee]     

P    

666,666

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release dated April 30, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

CLEAN SEED CAPITAL GROUP LTD. ("CSX")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 2, 2020:

Number of Shares:                   

6,250,000 shares


Purchase Price:                        

USD$0.40 per share


Number of Placees:                  

1 Placee

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

________________________________________

EMPIRE METALS CORP. ("EP")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 9, 2020:

Number of Shares:                   

6,142,857 flow-through shares and 8,587,143 non-flow-through shares


Purchase Price:                        

$0.035 per share


Warrants:                                 

15,000,000 share purchase warrants to purchase 15,000,000 shares


Warrant Exercise Price:             

$0.05 for a five-year period


Number of Placees:                  

5 Placees

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release dated May 8, 2020, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

FACEDRIVE INC. ("FD")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Effective at 11:18 a.m. PST, May 13, 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.

________________________________________

G6 MATERIALS CORP. ("GGG")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Apr 27, 2020:

Number of Shares:                   

14,300,001 shares



Purchase Price:                        

$0.07 per share


Warrants:                                 

14,300,001 share purchase warrants to purchase 14,300,001 shares



Warrant Initial Exercise Price:    

$0.12



Warrant Term to Expiry:            

2 Years



Number of Placees:                  

10 Placees

Insider / Pro Group Participation:


Insider=Y /

Name         

Pro-Group=P                                

  # of Shares



Rob  Scott  

Y                                                         

928,571

Daniel Stolyarov  

Y                                                       

1,428,571

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.

________________________________________

GOOD NATURED PRODUCTS INC. ("GDNP")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation a Share Purchase Agreement ("Agreement") dated March 2, 2020, whereby the Company will acquire all the business and real estate assets of Shepherd Thermoforming & Packaging Inc. from its shareholders (the "Vendors"). The real estate assets include machinery, molds and a 42,000 square foot manufacturing facility located in the Greater Toronto Area of Brampton, Ontario. Under the Agreement, the Company will provide the Vendors total consideration of $9.5 million in cash payments financed as follows:

I.

$6 million from a BDC Mortgage Loan

II.

$1.35 million in a promissory note

III.

The remaining amount of $2.15 million will be funded through further drawdown on the Company's BDC credit facility and the use of general working capital

The Agreement is also subject to a reverse earn out clause if the appraised value of the real estate assets purchased under the Agreement equals or exceeds certain amounts between 36 and 60 months post-closing. In the event of a reverse earn out, the Company may pay the Vendors an aggregate amount of $2,250,000. The Vendors are considered at Arm's Length to the company.

Insider / Pro Group Participation: None

For further details, please see the Company's news releases dated March 3, 2020, April 29, 2020 and May 13, 2020.

________________________________________

GRANDE WEST TRANSPORTATION GROUP INC. ("BUS")
BULLETIN TYPE:  Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced Mar 09, 2020:

Convertible Debenture              

$1,750,000.00



Initial Conversion Price:            

$0.38 per common share



Term of Maturity:                      

1 Year



Interest Rate:                           

10%


Warrants:                                 

1,050,000 share purchase warrants to purchase 1,050,000 shares



Initial Exercise Price:               

$0.38



Term to Expiry:                        

1 Year



Number of Placees:                 

 7 Placees

Insider / Pro Group Participation:

Insider=Y /

Name                                                           

Pro-Group=P              

Principal Amount

James White                                          

 Y                                   

$50,000

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.

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.

________________________________________

GRID METALS CORP. ("GRDM")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation relating to an option agreement (the 'Agreement') dated April 27, 2020, between Mitchell Turcott and David Brunne (collectively, the 'Optionors') and Grid Metals Corp. (the 'Company'). Pursuant to the Agreement, the Company shall have the right to acquire up to a 100% undivided interest in certain unpatented mining claims situated in Shibananing Townships in Ontario.

In order to exercise its option, the Company must make aggregate payments of $105,000 and issue an aggregate of 200,000 shares to the Optionors.

For more information, refer to the Company's news release dated May 6, 2020.

________________________________________

KALYTERA THERAPEUTICS INC. ("KLY") ("KLY.WT.B") ("KLY.WT.A")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 1 Company

Effective at 5:00 a.m. PST, May 13, 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.

________________________________________

LITHOQUEST DIAMONDS INC. ("LDI")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 20, 2020:

Number of Shares:                   

8,333,334 shares



Purchase Price:                        

$0.03 per share



Number of Placees:                  

18 Placees

Insider / Pro Group Participation:

Insider=Y /


Name                                                              

ProGroup=P                                  

# of Shares

Rosseau Limited Partnership                             

Y                                                       

1,000,000

(Warren Irwin)




Michael Sweatman                                            

Y                                                         

166,666



Aggregate Pro Group Involvement                    

P           

333,333

  [1 Placee]



Finder's Fee:                            

$1,997 payable to Mackie Research Capital Corp.

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).

________________________________________

MISSION READY SOLUTIONS INC. ("MRS")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Effective at 5:38 a.m. PST, May 13, 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.

________________________________________

PANORAMA CAPITAL CORP. ("PANO.P")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Effective at 5:15 a.m. PST, May 13, 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.

________________________________________

PANORAMA CAPITAL CORP. ("PANO.P")
BULLETIN TYPE:  Remain Halted
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange ('TSXV') Bulletin dated May 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.

________________________________________

PROGRESSIVE PLANET SOLUTIONS INC. ("PLAN")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

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

Number of Shares:                   

6,784,000 shares



Purchase Price:                        

$0.03 per share


Warrants:                                 

3,392,000 share purchase warrants to purchase 3,392,000 shares


Warrant Exercise Price:             

$0.05 for a one year period, with an acceleration clause



Number of Placees:                  

11 Placees

Insider / Pro Group Participation:


Insider=Y /


Name   

ProGroup=P

# of Shares

Countryman Investments Ltd. (George Richardson) 

Y   

3,334,000

Aggregate Pro Group Involvement  

Stephen Harpur                                                

Y   

200,000

Dave Cross 

Y                                                         

600,000

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.]

________________________________________

TETHYAN RESOURCES PLC ("TETH")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation with respect to a Non-Brokered Private Placement announced on May 11, 2020.

Convertible Debentures:

€1,300,000 ($1,964,170 in Canadian dollars)


Conversion Price: 

Principal is convertible into common shares at a conversion price of $0.15 per share.


Maturity date: 

The earliest of May 10, 2020, the termination of the proposed transaction with
Adriatic Metals PLC and the completion of the proposed transaction with
Adriatic Metals PLC. 


Interest Rate: 

10%


Number of Placees:

1 Placee

For additional information, please refer to the press release dated May 11, 2020.

______________________________________

THOR EXPLORATIONS LTD. ("THX")
BULLETIN TYPE:  Private Placement-Non-Brokered, Shares for Bonuses, Shares for Debt
BULLETIN DATE:  May 13, 2020
TSX Venture Tier 2 Company

Private Placement-Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement April 15, 2020:

Number of Shares:                   

28,215,750 shares


Purchase Price:                        

$0.20 per share


Number of Placees:                  

1 Placee

Insider / Pro Group Participation:

Insider=Y /


Name                                                              

ProGroup=P                        

Number of Shares

Africa Finance Corporation  

Y                                               

28,215,750

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period on April 29, 2020.

Shares for Bonuses
TSX Venture Exchange has accepted for filing the Company's proposal to issue 33,329,480 bonus shares at a deemed price of $0.20 per share to Africa Finance Corporation  in consideration of a US$54 million senior secured credit facility.

Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 34,750,000 shares at a deemed price of $0.20 per share to settle outstanding debt for $6,950,000 (US$5,000,000).

Number of Creditors:                 1 Creditor

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

________________________________________

TORQUE ESPORTS CORP. ("GAME")
BULLETIN TYPE: Plan of Arrangement; Property-Asset or Share Purchase Agreement
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a Business Combination Agreement dated March 9, 2020 (the "Agreement"), between Torque Esports Corp. ("Torque"), Frankly Inc. ("Frankly") and WinView, Inc.

Acquisition of WinView, Inc.

Pursuant to the Agreement, Torque will acquire from arms-length parties (collectively the "Vendors"), all the issued and outstanding common shares of WinView through a statutory merger under the General Corporation Law of the State of Delaware, USA (the "Acquisition").

Under the terms of the Agreement, the aggregate USD$$35,000,000 purchase price for the Acquisition will be satisfied via issuance of 26,399,960 common shares of the Company at a deemed price of CDN$1.75 per common share to the Vendors.

Plan of Arrangement with Frankly Inc.

Pursuant to the Agreement, Torque has agreed to acquire all of the issued and outstanding common shares of Frankly by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Transaction"). Under the Agreement, each Frankly shareholder will be entitled to receive 1 common share of Torque for each common share of Frankly held. In accordance with the Arrangement, Torque will assume all of the covenants and obligations of Frankly under the Frankly Warrants, Frankly Options and Frankly Restricted Share Units (each a "Frankly Convertible Security") and upon exercise or conversion of a Frankly Convertible Security, the holder thereof will receive Torque common shares based on the Exchange ratio (i.e. the same consideration they would have been entitled to receive had they been Frankly shareholders at the effective time of the Transaction).

Prior to the closing of the Transaction, Torque and Frankly were at arm's length.

The Exchange has been advised that approval of the Transaction by Frankly shareholders was received at a special meeting of shareholders held on April 23, 2020 and that approval of the Transaction was received from the Superior Court of British Columbia on April 28, 2020. The Transaction was completed on May 08, 2020. The full particulars of the Transaction are set forth in the Management Information Circular of Frankly, dated as of March 25, 2020, which is available under the Frankly profile on SEDAR.

Delisting:

In conjunction with the closing of the Transaction, Frankly has requested that its common shares be delisted. Accordingly, effective at the close of business, Thursday, May 14, 2020, the common shares of Frankly will be delisted from the Exchange.

For further details, please refer to Frankly's Management Information Circular dated March 25, 2020 and the Company's news releases dated between November 22, 2019 and May 11, 2020.

________________________________________

YDX INNOVATION CORP. ("YDX")
BULLETIN TYPE:  Shares for Services
BULLETIN DATE: May 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 33,333 shares in consideration of services provided by Jamil Garcia as the Chief Finance Officer of the company for the period February 2020 to April 2020 pursuant to an agreement dated August 1, 2019.

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

________________________________________

NEX COMPANIES

TILTING CAPITAL CORP. ("TLL.H")
BULLETIN TYPE:  Halt
BULLETIN DATE:  May 13, 2020
NEX Company

Effective at 5:00 a.m. PST, May 13, 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.

________________________________________

SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]

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