TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Jan. 27, 2025 /CNW/ - 

TSX VENTURE COMPANY

BULLETIN V2025-0278

FRX INNOVATIONS INC. ("FRXI.H")
[formerly FRX Innovations Inc. ("FRXI")]
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Transfer to NEX, Symbol Change, Remain Suspended
BULLETIN DATE:  January 27, 2025
TSX Venture Tier 2 Company

Property-Asset or Share Disposition Agreement

TSX Venture Exchange has accepted for filing documentation with respect to Stock Purchase Agreement (the "Agreement") dated November 27, 2024, between the Company and FRX Acquisition, Inc., a Delaware corporation ("Buyer"), whereby the Company will sell all equity interests in its wholly-owned operating subsidiary FRX Polymers, Inc. (the "Subsidiary").

Under the terms of the Agreement, the Company has agreed to sell the Subsidiary in exchange for: (i) US$1,500,000 in cash, subject to deductions of: (A) US$64,999 expenses of the Subsidiary; and (B) US$453,000 owed under a prepaid expense loan agreement of the Subsidiary, (C) US$75,000 Withholding Amount (as defined in the Agreement), (ii) plus assumption or otherwise restructuring all of the approximately US$16.5 million of existing financial indebtedness of the Company and its subsidiaries, plus (iii) the Earn-out Payment, if any.

The Earn-out Payment may only be payable by the Buyer to the Company upon the occurrence of a liquidity event ("Liquidity Event") including, but not limited to, the sale or other similar transfer of all or substantially all of the Buyer's shares or assets and may result in a payment of up to 15% of the net proceeds ("Net Proceeds"), after payment of all taxes and transaction fees, from the Liquidity Event and subject to the terms and conditions set out in the Agreement. In order for a Liquidity Event to result in any payments to the Company as an Earn-out Payment, the Net Proceeds will need to be greater than approximately US$40 million based on the payment mechanics set out in the Agreement and assuming a EUR/USD FX rate of 1.10.

For more details, please refer to the Company's press releases dated November 27, 2024, December 27, 2024 and January 23, 2025.

Transfer to NEX and Symbol Change

In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 2 company.  Therefore, effective at the open on Wednesday, January 29, 2025, the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Toronto to NEX.

The trading symbol for the Company will change from FRXI to FRXI.H.  There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital.  The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.

As of January 29, 2025, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.  The Company is classified as a 'Resin, Synthetic Rubber, and Artificial and Synthetic Fibres and Filaments Manufacturing' company.

Further to the CIRO Bulletin dated July 24, 2024, trading in the Company's securities will remain suspended.

Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.

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25/01/27 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BULLETIN V2025-0279

MUSTGROW BIOLOGICS CORP. ("MGRO")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 27, 2025
TSX Venture Tier 1 Company 

TSX Venture Exchange has accepted for filing documentation relating to an Asset Purchase Agreement (the "Agreement") dated December 31, 2024 between the Company and an arm's length vendor ("Vendor").  Pursuant to the terms of the Agreement, the Company will acquire certain assets that represent the NexusBioAg business which includes, but is not limited to certain marketing materials; trial data related to the Products; certain assets used in or necessary for the sale of Products; all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories used in connection with the Products; all books and records relating to the products; all contracts, leases, deeds, mortgages and licenses primarily relating to the Products; and assumption of the existing warehouse lease (collectively, the "Purchased Assets") located in Canada.

As total consideration, the Company will pay the Vendor on the 6 month anniversary of the Closing Date (i) $350,000 in cash; (ii) an amount equal to the value of the products as at the Closing Date as set forth in the Closing Inventory Statement ("Inventory Amount") $1,132,043.46, subject to adjustments; (iii) $180,263.88 (the "Other Purchased Assets Amount"). The Company will also pay earn out payments to the Vendor, if any, an Initial Earn Out Payment at 10% of the Gross Margin of Products sold by the Company to its customers in the calendar year 2025 and a Final Earn Out Payment at 5% of the Gross Margin of Products sold by the Company to its customers in the calendar year 2026.

For further information, refer to the Company's news releases dated November 27, 2024 and January 2, 2025.

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BULLETIN V2025-0280

SOUTH STAR BATTERY METALS CORP. ("STS")
BULLETIN TYPE:  Property-Asset or Share Purchase Agreement
BULLETIN DATE:  January 27, 2025
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of the remaining 25% interest in the BamaStar Graphite Project located in Coosa County, Alabama USA.  Consideration is 445,454 common shares.

For further details, please see Exchange Bulletin dated December 14, 2021, and the Company's news release dated December 7, 2021 and January 21, 2025.

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BULLETIN V2025-0281

TRISTAR GOLD INC. ("TSG")
BULLETIN TYPE:  Miscellaneous
BULLETIN DATE:  January 27, 2025
TSX Venture Tier 2 Company 

TSX Venture Exchange has accepted for filing the Company's proposal to issue an aggregate of 769,230 common shares of the Company at a deemed price of $0.13, as a one-time severance payment for a former corporate secretary.

For further information, please refer to the Company's press release dated January 13, 2025

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SOURCE TSX Venture Exchange