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TSX Venture Exchange Stock Maintenance Bulletins


News provided by

TSX Venture Exchange

Jun 20, 2022, 23:48 ET

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VANCOUVER, BC, June 20, 2022 /CNW/ - TSX VENTURE COMPANIES

ASTER ACQUISITION CORP. ("ATR.P")
BULLETIN TYPE:  New Listing-CPC-Shares, HALT
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

This Capital Pool Company's (the Company) Prospectus dated March 28, 2022 has been filed with and accepted by TSX Venture Exchange and the British Columbia and Alberta Securities Commissions effective March 30, 2022 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 $300,000 (3,000,000 common shares at $0.10 per share).

Commence Date:

At the market open June 22, 2022 the Common shares will be
listed and immediately halted on TSX Venture Exchange

The closing of the public offering is scheduled to occur on June 22, 2022. A further notice will be issued upon receipt of closing confirmation and the trading halt will be lifted.

Corporate Jurisdiction:

British Columbia


Capitalization:

          unlimited 

common shares with no par value of which


6,700,000

common shares will be issued and outstanding at the closing of the offering

Escrowed Shares:

3,700,000

common shares will be subject to escrow at the closing of the offering

Transfer Agent:

Endeavor Trust Corporation

Trading Symbol:

ATR.P

CUSIP Number:

045938107

Agent:

Canaccord Genuity Corp.

Agent's Warrants:

300,000 non-transferable warrants. One warrant entitles the holder to
purchase one common share of the Company at $0.10 per share for a
period of 60 months from listing date.

For further information, please refer to the Company's Prospectus dated March 28, 2022.

Company Contact:

Vincent Wong

Company Address:

478-6647 Fraser Street, Vancouver, BC

Company Phone Number:

604-909-4880

Company Email Address:

[email protected]

________________________________________

NUREXONE BIOLOGIC INC. ("NRX")
[formerly EnerSpar Corp. ("ENER")]
BULLETIN TYPE: Reverse Takeover - Completed, Private Placement –Non-Brokered, Name Change and Consolidation, Symbol Change, Reinstated for Trading
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company


Reverse Takeover-Completed

TSX Venture Exchange (the "Exchange") has accepted for filing NurExone Biologic Inc.'s. (formerly EnerSpar Corp) (the "Company") reverse takeover transaction ("Transaction") described in its Filing Statement dated May 12, 2022 (the "Filing Statement"). The Transaction includes the following:

Further to the Exchange Bulletin dated May 13, 2022 in relation to Notice of Distribution, on May 31, 2022 the Company completed the spin out its wholly-owned subsidiary, 1222150 B.C. Ltd ("NumberCo"), by way of a dividend-in-kind distributing the securities of the NumberCo held by the Company pro rata to the shareholders of the Company.

Pursuant to a securities exchange agreement dated January 3, 2022, as amended April 12, 2022, the Company has acquired all of the issued and outstanding shares of NurExone Biologic Ltd. (the "Target") for a consideration of 34,146,149 post consolidation common shares of the Company (excluding the number of post consolidation common shares issued on conversion of the subscription receipts described in the next section)
In addition, 1,150,000 post-consolidation common shares were issued to an arm's length party, Exiteam Capital Partners, for financial advisory services in connection with the RTO.

Private Placement –Non-Brokered

Prior to the completion of the Transaction, on May 5, 2022 the Target completed a non-brokered private placement of subscription receipts (the "Financing") which have been exchanged into the following securities on a post-consolidation basis in the Resulting Issuer:


Number of Shares:

4,551,814 common shares

Purchase Price:

$0.80 per common share

Warrants:

4,551,814 common share purchase warrants to purchase 4,551,814 common shares

Warrant Exercise Price:

$1.20 until June 15, 2024

Number of Placees:

19 placees

Note that in certain circumstances the Exchange may later extend the expiry date of the warrants.

The Company has issued a news release dated June 15, 2022 confirming the closing of the Financing and the Transaction.

Name Change and Consolidation

Pursuant to a resolution passed by shareholders on February 7, 2022, the Company has consolidated its common shares on a 1 new for each 10 old basis. The name of the Company has also been changed to NurExone Biologic Inc.

Effective at the opening Wednesday June 22, 2022, the common shares of NurExone Biologic Inc. will commence trading on TSX Venture Exchange, and the common shares of EnerSpar Corp. will be delisted.

Corporate Jurisdiction:

Alberta

Post - Consolidation Capitalization:

Unlimited number of common shares with no par value of which 42,383,963 common shares are issued and outstanding.


Escrow: 

18,650,000 common shares


Transfer Agent:

Computershare Trust Company of Canada


Trading Symbol:

NRX (new)

CUSIP Number:

67059R109 (new)

For further information, please refer to the Company's Filing Statement dated May 12, 2022.

The Resulting Issuer is classified as a "Pharmaceutical and Medicine Manufacturing" company (NAICS 32541)

Company Contact: 

Eran Ovadya, Chief Financial Officer

Company Address:

9 Mezada Street, BSR 3 Tower, 30th Floor, Bnei-Brak, Israel 5120109

Company Phone Number:

972-52-4803034

Company Email Address: 

[email protected]

Company Website:

www.nurexone.com

Reinstated for Trading

Effective at the opening on Wednesday, June 22, 2022, trading will be reinstated in the common shares of the Resulting Issuer under the symbol "NRX".

_______________________________________________

SOUTH STAR BATTERY METALS CORP. ("STS")
BULLETIN TYPE:  Consolidation
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

Pursuant to a resolution passed by the directors of the Company on June 7, 2022, the Company has consolidated its capital on a five (5) old for one (1)  new basis. The name of the Company has not been changed.

Effective at the opening June 22, 2022, the  shares of South Star Battery Metals Corp. will commence trading on TSX Venture Exchange on a consolidated basis. The Company is classified as a 'Junior Natural Resource Mining' company.

Post - Consolidation



Capitalization:

  Unlimited

shares with no par value of which


20,506,704

shares are issued and outstanding

Escrow

          Nil   

shares are subject to escrow

Transfer Agent:

Computershare Investor Services Inc.

Trading Symbol:

STS                  (UNCHANGED)

CUSIP Number:

840435200        (new)

________________________________________

SPITFYRE CAPITAL INC. ("FYRE.P")
BULLETIN TYPE:  New Listing-CPC-Shares
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

This Capital Pool Company's (the 'Company') Amended and Restated Prospectus dated May 13, 2022, has been filed with and accepted by TSX Venture Exchange and the Ontario, Alberta and British Columbia Securities Commissions effective May 18, 2022, pursuant to the provisions of the respective Securities Acts. The Common Shares of the Company will be listed on TSX Venture Exchange on the effective date stated below.

The Company has completed its initial distribution of securities to the public. The gross proceeds received by the Company for the Offering were $250,000 (1,250,000 common shares at $0.20 per share).

Commence Date:

At the opening Wednesday June 22, 2022, the Common shares
 will commence trading
 on TSX Venture Exchange.

Corporate Jurisdiction:

Ontario

Capitalization:

Unlimited  common shares with no par value of which


5,750,000  common shares are issued and outstanding

Escrowed Shares:

4,781,000  common shares

Transfer Agent:

Odyssey Trust Company

Trading Symbol:

FYRE.P

CUSIP Number:

84862K106

Agent:

Hampton Securities Limited

Agent's Options:

125,000 non-transferable stock options.  One option to purchase one
 share at $0.20 per share for up to 36 months.

For further information, please refer to the Company's Amended and Restated Prospectus dated May 13, 2022.

Company Contact:

Matthew McMillan, Chief Executive Officer

Company Address:

100 King Street West, Suite 1600


1 First Canadian Place


Toronto, Ontario


M5X 1G5

Company Phone Number:

905 484-7698

Company Email Address:

[email protected]

                                           ________________________________________

TURNIUM TECHNOLOGY GROUP INC. ("TTGI")
[Formerly RMR SCIENCE TECHNOLOGIES INC. ("RMS.P")]
BULLETIN TYPE:  Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Name Change and Consolidation, Resume Trading
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated June 6, 2022 (the "Filing Statement"). As a result, at the opening on Wednesday, June 22, 2022, the Company will no longer be considered a Capital Pool Company.  The Qualifying Transaction includes the following:

Qualifying Transaction ("QT")

The Exchange has been advised that the transactions below, have been completed:

RMR Science Technologies Inc. completed the arm's length/ acquisition of all shares of Turnium Technology Group Inc. ("Turnium" or "TTGI") for a consideration of 69,213,251 shares of the Company at $0.56 per share. The transaction was completed pursuant to an amalgamation agreement (the "Amalgamation Agreement") between the Company, TTGI and 1333633 B.C. Ltd ("Subco") dated December 21, 2021 and under the provisions of Division 3 of Part 9 of the Business Corporations Act (British Columbia). The Company issued one post-consolidation share for every Amalco share at closing, Amalco being the company to be formed as a result of the Amalgamation.

For further information, please read the Company's Filing Statement available on SEDAR.

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 Brokered and Non-Brokered Private Placement that closed on April 8, 2022 as disclosed in the Filing Statement:

Number of Shares:

5,910,627 subscriptions receipts convertible into common shares, of which 3,145,643 was non-brokered and 2,764,984 was brokered

Purchase Price:

$0.56 per common share

Warrants:

2,955,314 share purchase warrants to purchase 2,955,314 common shares

Warrant Exercise Price:

$0.75 for a two year period

Number of Placees:

61 placees

Insider / Pro Group Participation:

N/A

Finder's Fee:

The Agent received a cash fee of $129,984 equal to 7.0% of the gross proceeds of
 the Subscription Receipts sold in the Brokered Financing, and 229,649 compensation
 warrants equal to 7.0% of the number of Subscription Receipts sold in the Brokered 
 Financing. Each Agent's Warrant is exercisable to acquire one TTGI Unit at the Issue
 Price until March 25, 2024

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.

Name Change and Consolidation & Resume Trading

Pursuant to a director's' resolution passed on June 16, 2022, the Company has consolidated its capital on a five (5) old for one (1) new basis. The name of the company has also been changed to Turnium Technology Group Inc.

Effective at the opening on Wednesday, June 22, 2022, the common shares of Turnium Technology Group Inc. will commence trading on TSX Venture Exchange on a consolidated basis and the common shares of RMR Science Technologies Inc. will be delisted.

The Company is classified as a 'Financial Service' company.

Post – Consolidation



Capitalization:

Unlimited

common shares with no par value of which


68,540,081

common shares are issued and outstanding


782,169

common shares subject to CPC Escrow 


22,607,707

common shares subject to a TSX Venture 3 year staged
 release surplus escrow 

Transfer Agent:

Computershare Trust Company 

Trading Symbol:

TTGI                 (new)

CUSIP Number:

90043C 10 3      (new)

Company Contact:

Johan Arnet

Company Address: 1127 West 15th Street, North Vancouver, BC, V7P 1M7


Company Phone Number:

778-945-1075

Company Email Address:

[email protected]

________________________________

TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

CANADA NICKEL COMPANY INC. ("CNC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation relating to a purchase and sale agreement (the "Agreement") dated June 6, 2022, between Grid Metals Corp. (the "Vendor") and Canada Nickel Company Inc. (the "Company"). Pursuant to the Agreement, the Company shall acquire a 100% interest in 125 mining claims located near Matachewan, Ontario.

As consideration, the Company shall issue 2,000,000 common shares to the Vendor.

For further information, please refer to the Company's press release dated June 7, 2022.

_________________________________________

CANADA NICKEL COMPANY INC. ("CNC")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the documentation relating to two purchase and sale agreements (collectively the "Agreements") dated April 21, 2022 and May 24, 2022, between several arm's length parties (collectively the "Vendors") and Canada Nickel Company Inc. (the "Company"). Pursuant to the Agreements, the Company shall acquire an aggregate of 27 single cell mining claims and 1 multi-cell mining claim located in the Timmins, Ontario nickel-sulphide mining district.

As consideration, the Company shall issue an aggregate of 17,000 common shares to the Vendors.

For further information, please refer to the Company's press release dated June 7, 2022.

______________________________________

K.B. RECYCLING INDUSTRIES LTD. ("AKMY")("AKMY.WT")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company


The TSX Venture Exchange has accepted for filing documentation relating to a Share Purchase Agreement dated January 20, 2022 (the "Agreement"), between the Company and RAM.ON finance GmbH (the "Vendor") of oceansix GmbH (the "Target"). Pursuant to the Agreement, the Company acquired from the Vendor all of the issued and outstanding shares of the Target on June 17, 2022.

As consideration for the Target's shares, on closing, the Company paid the Vendor 20,295,037 ordinary shares (the "Closing Shares").  The Agreement also includes earnout payments involving the issuance of additional Ordinary Shares to the Vendor upon the achievement of certain milestones, up to a maximum of 148,166,312 Ordinary Shares in aggregate (inclusive of the Closing Shares) over a period of five years post-closing.

For more information, please refer to the Company's news releases dated January 21, 2022 and June 17, 2022.

____________________________________________

LARA EXPLORATION LTD. ("LRA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 1 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 19, 2022:

Number of Shares:

6,153,846 shares

Purchase Price:

$0.65 per share

Warrants:

3,076,923 share purchase warrants to purchase 3,076,923 shares

Warrant Exercise Price:

$1.00 for a three year period

Number of Placees:

17 placees

Insider / Pro Group Participation:



Insider=Y /


Name

ProGroup=P 

# of Shares

Miles F. Thompson

Y

461,538

Pedra da Gavea Co. Ltd.



 (William C. Steers)

Y

76,000

Steven M. Yuzpe

Y

38,461

Christopher B. Jones

Y

38,461

Aggregate Pro Group Involvement

P

38,000

  [1 placee]



Finder's Fee:

1,520 units payable to Haywood Securities Inc.
 18,000 units payable to Primary Capital Inc.
 Each finder's fee unit consists of one share and one half of a warrant with each
 warrant exercisable at $1.00 per share for three years.

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.

________________________________________

PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement-Brokered, Convertible Debenture(s)
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company

Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on July 13, 2021:

Convertible Debenture

US$3,000,000 principal amount (US$2,500,000 of which is convertible into common shares)

Conversion Price:

Convertible into common shares at US$0.12 per share until maturity

Maturity Date:

48 months from the issuance

Interest Rate:

10% per annum, payable quarterly

Warrants:

20,833,333 share purchase warrants to purchase 20,833,333 common shares

Warrant Exercise Price:

US$0.12 for a period of 48 months

Number of Placees:

1 placee

Finder's Fee:

An aggregate of US$200,000 and 5,208,333 compensation options payable to
 Cantone Research, Inc. ‎Each compensation option entitles the holder to
 acquire one common share of the Company at an exercise price of US$0.12
 for a period of 48 months.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.

_______________________________________

PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement- Non-Brokered
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company

Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 13, 2021:

Number of Shares:

17,874,996 common shares

Purchase Price:

US$0.12 per common share

Warrants:

17,874,996 share purchase warrants to purchase 17,874,996 common shares

Warrant Exercise Price:

US$0.12 for a period of (i) 24 months ‎‎for 9,541,663 warrants and (ii) 60 months for 8,333,333 warrants

Number of Placees:

12 Placees

Insider / Pro Group Participation:



Insider=Y /


Name

ProGroup=P

# of Shares

Aleksandr Blyumkin

Y (insider at time of closing)

1,875,000

Cantone Asset Management, LLC



[Anthony Cantone]

Y

1,041,666

Finder's Fee:

An aggregate of US$37,599.99 and 577,082 compensation options payable to
Bespoke Capital Solutions Ltd. and Cantone Research, Inc. ‎Each
compensation option entitles the holder to acquire one common share of the
Company at an exercise price of US$0.12 for a period of (i) 24 months ‎‎for
316,666 compensation options and (ii) 48 months for 260,416 compensation
options.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.

________________________________________

PETROTEQ ENERGY INC. ("PQE")
BULLETIN TYPE: Private Placement- Non-Brokered, Convertible Debenture(s)
BULLETIN DATE: June 20, 2022
TSX Venture Tier 2 Company

Further to the Company's news release issued May 24, 2022, corrective measures have been taken by the Company in connection with the resumption of trading. Consequently, TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced on July 13, 2021:

Convertible Debenture

US$120,000 principal amount (US$100,000 of which is convertible into common shares)

Conversion Price:

Convertible into common shares at US$0.12 per share until maturity

Maturity Date:

24 months from the issuance

Interest Rate:

8% per annum, payable quarterly

Warrants:

833,333 share purchase warrants to purchase 833,333 common shares

Warrant Exercise Price:

US$0.12 for a period of 24 months

Number of Placees:

1 placee

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company has issued a news release dated July 30, 2021, announcing the closing of the private placement.

______________________________________

TIER ONE SILVER INC. ("TSLV")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  June 20, 2022
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 20, 2022, May 31, 2022 and June 16, 2022:

Number of Shares:

13,736,026 shares

Purchase Price:

$0.45 per share

Warrants:

13,736,026 share purchase warrants to purchase 13,736,026 shares

Warrant Exercise Price:

$0.75 for a three-year period subject to an accelerated clause

Number of Placees:

67 placees

Insider / Pro Group Participation:



Insider=Y /


Name

ProGroup=P

# of Shares

Stacy Rowa

Y

30,000

Jeffrey Mason

Y

221,000

Peter Dembicki

Y

22,000

SM Cook Legal Services Law Corp. (Steve Cook)

Y

50,000

Aggregate Pro Group Involvement

P

208,000

 [2 placee(s)]



Finder's Fee:

Canaccord Genuity Corp. - $24,170.94 cash
 Haywood Securities Inc. - $48,060.00 Cash
 Raymond James Ltd. -  $1,305.00 Cash
 Red Cloud Securities Inc. - $25,008.75 Cash
 Research Capital Corporation - $10,125.00 Cash
 German Mining Networks GmbH - $1,125.00 Cash

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued news releases on May 31, 2022 and June 16, 2022, announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

________________________________________

SOURCE TSX Venture Exchange

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

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