TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Aug. 13, 2020 /CNW/ -

TSX VENTURE COMPANIES
ESE ENTERTAINMENT INC. ("ESE")
[formerly, Kepler Acquisition Corp. ("KEP.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement-Non-Brokered, Stock Split, Name Change
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company                                          

TSX Venture Exchange has accepted for filing ESE Entertainment Inc.'s ("ESE" or the "Company") Qualifying Transaction described in its filing statement dated June 29, 2020 (the "Filing Statement").  As a result, effective at theopening on August 17, 2020, the trading symbol for the Company will change from KEP.P to ESE and the Company will no longer be considered a Capital Pool Company and will be listed as a Tier 2 Technology issuer on the TSX Venture Exchange.

1.   Qualifying Transaction-Completed

Pursuant to the amalgamation agreement dated January 16, 2020 (the "Amalgamation Agreement") the former Kepler Acquisition Corp. (now re-named ESE Entertainment Inc., which is the name of the target company) issued 32,430,391 common shares to ESE shareholders on a 1:1 basis including the private placement shares described below.

ESE is a British Columbia company whose principal business, which is operated through ESE and ESE Europe, is Esports, and particularly, media rights relating to Esports, physical and digital content creation and distribution of Esports related content.  The principal business is located Warsaw, Poland. 

For additional information refer to the Filing Statement available under the Company's profile on SEDAR and the Company's news releases dated May 19, 2020, July 6, 2020 and August 13, 2020.

2.  Private Placement-Non-Brokered:

In connection with the Qualifying Transaction, ESE (the target company) completed a non-brokered private placement by issuing 5,243,724 subscription receipts and 3,800,000 common shares at $0.25 per subscription receipt or common share, as applicable, for aggregate gross proceeds of $2,260,931.  Each subscription receipt has automatically converted into shares of ESE which were then exchanged for acquisition shares of the resulting issuer. 

3.  Stock Split, Name Change:

Pursuant to directors resolutions dated July 22, 2020, it was resolved that:

Effective at the opening on Monday, August 17, the common shares of ESE Entertainment Inc. will commence trading on a split basis on the TSX Venture Exchange, and the common shares of Kepler Acquisition Corp. will be delisted.

The share split has been effected on a push out basis. 

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RIDGELINE MINERALS CORP. ("RDG")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

Further to the TSX Venture Exchange bulletin dated August 11, 2020, effective at the opening Monday, August 17, 2020 trading in the shares of the Company will resume.

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SEVEN ACES LIMITED ("ACES")
BULLETIN TYPE:  Plan of Arrangement, Delist
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) pursuant to which an affiliate of Trive Capital Management LLC ("Trive Capital") acquired all of the issued and outstanding shares of Seven Aces Limited (the "Company"), other than the shares owned by 2759536 Ontario Inc. (the "Rollover Shareholder"), a wholly-owned subsidiary of  Ascendant Group Holdings Inc. (the "Arrangement"). The Arrangement was carried out pursuant to the terms of an arrangement agreement dated June 11, 2020, as amended by an amending agreement dated July 30, 2020, among the Company and affiliates of Trive Capital.

The Exchange has been advised that the requisite approval of the Arrangement by the Company's shareholders was received at a special meeting of shareholders held on August 5, 2020 and that the Ontario Superior Court of Justice (Commercial List) granted a final order with respect to the Arrangement on August 7, 2020. The Arrangement was completed on August 12, 2020. Under the Arrangement, each former shareholder of the Company, other than the Rollover Shareholder, is entitled to receive cash consideration of CDN $2.77 for each share held immediately prior to the effective time of the Arrangement. Immediately following the completion of the Arrangement, Trive Capital and the Rollover Shareholder, together with their respective affiliates and associates, collectively own 100% of the issued and outstanding shares.

Delisting:

Effective at the close of business on Friday, August 14, 2020, the shares of the Company will be delisted from the TSX Venture Exchange.

For further details, please refer to the Company's management information circular dated June 29, 2020, the arrangement agreement dated June 11, 2020, the amending agreement thereto dated July 30, 2020, and news releases of the Company dated June 11, 2020, July 7, 2020, July 23, 2020, July 30, 2020, August 5, 2020 and August 12, 2020 (all available on SEDAR).

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SUN PEAK METALS CORP. ("PEAK")
BULLETIN TYPE:  New Listing-Shares
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

New Listing-Shares:

Effective at the opening Monday, August 17, 2020 the common shares of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Junior Mining' company.

For further information, please refer to the Company's Prospectus dated August 10, 2020 available on SEDAR.

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VALENCIA CAPITAL INC. ("VAL.P")
BULLETIN TYPE:  New Listing-CPC-Shares, Halt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

This Capital Pool Company's ("CPC") Prospectus dated June 19, 2020 has been filed with and accepted by TSX Venture Exchange and the British Columbia, Ontario and Alberta Securities Commissions effective June 22, 2020, pursuant to the provisions of the British Columbia, Ontario and Alberta Securities Acts.  The Common Shares of the Company will be listed and immediately halted 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 $883,390 (8,833,900 common shares at $0.10 per share).

For further information, please refer to the Company's Prospectus dated June 19, 2020.

Seeking QT primarily in these sectors: 

• Technology
• Industrial

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20/08/13 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

APTERYX IMAGING INC. ("XRAY")
BULLETIN TYPE:  Plan of Arrangement, Correction
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

Plan of Arrangement, Correction

Further to the TSX Venture Exchange Inc.'s (the "Exchange") bulletin dated August 12, 2020, the bulletin should have read as follows (with the applicable corrections noted in bold):

Pursuant to special resolutions passed by the securityholders of Apteryx Imaging Inc. (the "Company") on August 5, 2020, the Company has completed a plan of arrangement under the British Columbia Business Corporations Act effective August 12, 2020 (not August 11, 2020). The Exchange has been advised that the plan of arrangement was approved by at least two-thirds of the votes cast by holders of common shares and by at least two-thirds of the votes cast by common shareholders, preferred shareholders, holders of warrants, options and DSUs voting together as a single class, and that closing was effected on August 12, 2020 (not August 11, 2020).

For further information, refer to the Company's management information circular dated July 6, 2020 and press release dated August 12, 2020(not August 11, 2020), which are available under the Company's profile on SEDAR.

The remainder of the bulletin dated August 12, 2020 is unchanged. Please refer to that bulletin for further details regarding the plan of arrangement and pending delisting of the Company's common shares.

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BELMONT RESOURCES INC. ("BEA")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an Amended Mineral Property Acquisition Agreement dated July 16, 2020 between the Company and George Saburo Nakade with respect the acquisition of the Bear Reverted Crown Grant Mineral Claim that is located in Greenwood Mining Division, B.C. and accepted for filing December 19, 2019.  The cash consideration of $25,000 payable in the first year is now payable by the issuance of 500,000 common shares so that the total consideration is 600,000 common shares.

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BLACKLINE SAFETY CORP. ("BLN")
BULLETIN TYPE:  Halt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2  Company

Effective at  6:09 a.m. PST, August 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.

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BLACKLINE SAFETY CORP.  ("BLN")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  August 13, 2020
TSX Venture Tier  2 Company

Effective at  7:30 a.m. PST, August 13, 2020, shares of the Company resumed trading, an announcement having been made.

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BOREAL METALS CORP. ("BMX")
BULLETIN TYPE:  Shares for Debt, Amendment
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

Further to the bulletin dated August 10, 2020, TSX Venture Exchange has been advised that the debt settlement have been revised.  The Company's proposal is to issue 9,631,746 shares and 9,631,746 share purchase warrants, not 9,623,858 shares and 9,623,858 share purchase warrants to settle outstanding debt.

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

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BRIACELL THERAPEUTICS CORP. ("BCT")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 50,000 shares at a price of $7.48 per share to settle outstanding debt for $374,000.00.

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

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DECADE RESOURCES LTD. ("DEC")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 18, 2020 and June 29, 2020:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company has issued a news release dated July 6, 2020 and August 5, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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FACEDRIVE INC. ("FD")
BULLETIN TYPE:  Resume Trading
BULLETIN DATE:  August 13, 2020
TSX Venture Tier  2 Company

Effective at  6:30 a.m. PST, August 13, 2020, shares of the Company resumed trading, an announcement having been made.

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GENESIS METALS CORP. ("GIS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

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

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated August 5, 2020 announcing the closing of the private placement and setting out the expiry date of the hold periods. 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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GITENNES EXPLORATION INC. ("GIT")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing a Purchase Agreement dated June 26, 2020 between Gitennes Exploration Inc. (the "Company"), Antoine Fournier and Mathieu Seguin (the "Vendors") whereby the Company may earn a 100% interest in and to the JMW property consisting of 38 claims along the Guercheville Fault/Deformation Zone located in Quebec.  Consideration is $25,000 cash, 1,000,000 common shares at close and up to an additional 1,500,000 common shares with a cash value of $75,000.  Antoine Fournier retains a 1.5% Net Smelter Return Royalty ("NSR") of which the Company may repurchase 1% of the NSR for $1,000,000 cash.  The property is also subject to an underlying NSR of 1.5% held by Cartier Resources, Inc. of which the Company may repurchase 1% for $1,000,000 cash.

For more information, refer to the Company's news release dated June 29, 2020.

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GITENNES EXPLORATION INC. ("GIT")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing two binding Letters of Intent dated June 26, 2020 between Gitennes Exploration Inc. (the "Company") and Kintavar Exploration Inc. (the "Vendor") whereby the Company may earn up to an 85% interest in and to: the Rivière-à-l'Aigle property consisting of 119 claims located in the Windfall Lake region, Quebec; and the New Mosher property consisting of 12 claims located in the James Bay region, Quebec.  Consideration for the initial 70% interest, staged over a period of up to four-years, is 2,500,000 common shares and $2,500,000 of exploration expenditures. Upon exercise of the first option, the Company and Vendor have agreed to enter into a joint venture agreement. To earn the remaining 15% interest, the Company may either: i.) produce an inferred resource categorized by an NI 43-101 report and pay $250,000 in cash or common shares; or, ii.) complete a Preliminary Economic Assessment by September 30, 2025 and pay $750,000 cash.  The Vendor retains a 1.5% Net Smelter Return Royalty for each property, of which the Company may repurchase 1% of each NSR for $1,000,000 cash. 

For more information, refer to the Company's news release dated June 29, 2020.

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GOVIEX URANIUM INC. ("GXU")
BULLETIN TYPE:  Correction
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 1 Company

Further to the TSX Venture Exchange Bulletin dated August 12, 2020, the Bulletin should have read as follows:

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GSP RESOURCE CORP. ("GSPR")
BULLETIN TYPE:  Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an Amendment Agreement dated December 24, 2019 between GSP Resource Corp. (the "Company") and Platinum Belt Resources Inc. (the "Vendor") whereby the Company acquires a 100% interest in and to 25 mineral claims known as the Olivine Property in the Similkameen Mining Division located northwest of Princeton, British Columbia. Consideration, as amended, is $80,000 cash with the final payment due by the 30-month anniversary of listing, 275,000 common shares and $300,000 in work expenditures.  The Vendor retains a 2% Net Smelter Returns Royalty ("NSR") of which the Company may repurchase for $1,000,000 cash per 1% of the NSR.

For more information, refer to the Company's news release dated July 29, 2020.

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INTERNATIONAL MONTORO RESOURCES INC. ("IMT")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced August 7, 2020:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated August 13, 2020 announcing the closing of the private placement and setting out the expiry date of the hold periods. 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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KOMET RESOURCES INC. ("KMT")
BULLETIN TYPE:  Halt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2  Company

Effective at  7:11 a.m. PST, August 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.

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MAGNUM GOLDCORP INC. ("MGI")
BULLETIN TYPE:  Shares for Debt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing the Company's proposal to issue 1,020,833 shares at a deemed price of $0.06 per share to settle outstanding debt for $61,250.

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

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RIDGELINE MINERALS CORP.  ("RDG")
BULLETIN TYPE:  Halt
BULLETIN DATE:  August 13, 2020
TSX Venture Tier  2 Company

Effective at  5:00 a.m. PST, August 13, 2020, trading in the shares of the Company was halted Pending Closing; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

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SARAMA RESOURCES LTD. ("SWA")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

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

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued news releases dated July 27, 2020 and August 4, 2020 announcing the closing of the private placement and setting out the expiry dates of the hold period(s).

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STARR PEAK EXPLORATION LTD. ("STE")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for expedited filing documentation pertaining to a Sale and Purchase Agreement between Starr Peak Exploration Ltd. (the "Company") and Globex Mining Enterprises Inc., pursuant to which the Company may acquire a 100% interest in three mining claim blocks, known as the Normetal/Normetmar gold, copper, zinc and silver property, the Rousseau gold property and the Turgeon Lake gold property, located in Quebec. The consideration is as follows:

The acquisition is subject to a 2.5% gross metals royalty that can be reduced to 1.5% at any time prior to commercial production by the payment of $1,500,000.

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WINSHEAR GOLD CORP. ("WINS")
BULLETIN TYPE:  Private Placement-Non-Brokered
BULLETIN DATE:  August 13, 2020
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced July 17 and 22, 2022:

Pursuant to Corporate Finance Policy 4.1, Section 1.9(e), the Company issued a news release dated August 13, 2020 announcing the closing of the private placement and setting out the expiry date of the hold periods. 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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SOURCE TSX Venture Exchange