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#ZeU to Provide RNG & #Blockchain Technologies to Gaming Operator $SX.ca $SXOOF

Posted by AGORACOM-JC at 12:43 PM on Friday, March 8th, 2019
  • Announced that its subsidiary, ZeU Crypto Networks Inc., has agreed to provide its patent pending Blockchain Random Number Generator and other related blockchain technologies to St. James House PLC (LSE:SJH),
  • A UK licensed gaming operator, formerly known as BoxHill Technologies, by way of Joint-Venture for the establishment of a blockchain lottery.

Montreal, Quebec / March 8, 2019 – St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to announce that its subsidiary, ZeU Crypto Networks Inc., has agreed to provide its patent pending Blockchain Random Number Generator and other related blockchain technologies to St. James House PLC (LSE:SJH), a UK licensed gaming operator, formerly known as BoxHill Technologies, by way of Joint-Venture for the establishment of a blockchain lottery.

Lottery Joint Venture

The binding term sheet entered by the main parties is subject to a definitive contract. The agreement calls for the establishment of a new lottery joint venture with its main license in Malta. The Company’s partner and license operator in this joint venture is St-James House PLC (LSE: SJH).

The Lottery JV will be established as a new company in Malta and will combine St-James’ expertise in regulated lottery management and administration with ZeU’s innovative blockchain-based technology.

St-James House who will act as the lottery operator, will hold a 45% equity interest in the Lottery JV and the other shareholders will be ZeU with 19.9%, St-Georges with 19.9% and the balance with independent investors.

All technology operating costs of the Lottery JV will be met by ZeU and in return, ZeU will charge a service fee that will not exceed 90% of the revenues from the Lottery JV. Profits generated by the Lottery JV will be distributed as a dividend to the shareholders, i.e. ZeU and St-Georges will each receive 19.9% of the expected profits of the Lottery JV by way of a dividend. St. James House will appoint three directors to the Lottery JV and ZeU will appoint one director. St. James House will apply to the Maltese authorities on behalf of the JV for the appropriate licence to operate an online gaming operation.

Additional Consideration

In excess of the 19.9% of the net profits that it will receive and of the revenues generated and of the fees that will be collected for the technology usage, ZeU will receive from St. James House’ new UK Subsidiary, LottoCo, 100,000 non-voting, zero-coupon redeemable preferred shares of a par value of 2 pence (the “Preferred Shares”). The Preferred Shares will be redeemable in 21 years, the redemption price of the Preferred Shares to be fixed within 3 months after the issue of the audited accounts of the Lottery JV for the second year of operations and will be based on an independent valuation report. At the discretion of ZeU, the Preferred Shares may be exchanged on the basis of one Preferred Share for two ordinary shares of 1 pence each in St. James House (“Ordinary Shares”), with notice to be given one day before the preferred shares are due to be redeemed in 21 years, i.e. a maximum of 200,000 Ordinary Shares may be issued.

“(…) This is a first important step for ZeU, without dismissing the potential income derived from the JV, we believe that this lottery operation will allow us to showcase our Random Number Generator technology to the world. Other potential users are currently being approached, from lottery and gambling/gaming operators to financial service industry security software providers. This mandate will initiate the transition of the company from a small R&D operation to a commercial provider of blockchain solutions. We are up for the challenge and I am personally very proud of our team and what we achieved over a relatively short period (…)” commented Frank Dumas, ZeU’s President & CEO.

Important Conflict of Interest Disclosure

Lord Tim Razzall, Director of ZeU, is also the Non-Executive Chairman of St. James House PLC. He has recused himself from Board meetings and resolutions regarding this transaction. Lord Razzall owns less than 1 per cent of the common shares of St-Georges and is not a director of St-Georges.

ON BEHALF OF THE BOARD OF DIRECTORS

“Frank Dumas”

FRANK DUMAS, DIRECTOR & COO, ST-GEORGES ECO-MINING; PRESIDENT & CEO, ZEU CRYPTO NETWORKS.

Regulatory & Press Contact Only: 514.996.6342

The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.

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North Bud Farms $NBUD.ca Clarifies Terms of Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor $WEED.ca $CGC $ACB $APH $CRON.ca $HEXO.ca $TRST.ca $OGI.ca

Posted by AGORACOM-JC at 4:35 PM on Thursday, March 7th, 2019
  • Clarifies the terms of its press release dated March 6, 2019 with respect to entering into the March 3, 2019 binding letter of intent

TORONTO, March 07, 2019 — North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) (“NORTHBUD” or the “Company”) clarifies the terms of its press release dated March 6, 2019 with respect to entering into the March 3, 2019 binding letter of intent (“LOI”) to acquire all the issued and outstanding shares of Eureka Vapor LLC. and all of its subsidiaries (“Eureka”), a U.S. multi-state cannabis operator, and arm’s length to the Company, in a transaction valued at CAD$20 million (the “Transaction”). The completion of the Transaction is subject to the following conditions precedent: (i) obtaining the necessary board of director and shareholder approval of the Company and Eureka; (ii) the Company and Eureka satisfying respective due diligence of the other on or before May 30, 2019; (iii) entering into of a definitive agreement (the “Definitive Agreement”) in respect of the Transaction; and (iv) obtaining necessary regulatory and CSE approval. The Company and Eureka shall use commercially reasonable best efforts to satisfy the aforementioned condition precedents as soon as possible, but in any event no later than June 1, 2019 (the “Termination Deadline”) or another date as may be agreed to by the parties. In the event that the conditions precedent have not been satisfied or waived prior to the Termination Deadline, the LOI will automatically terminate.

As referenced in its March 6, 2019 press release, the purchase price of Eureka under the Definitive Agreement will be satisfied by the issuance of common shares (“Common Shares”) of the Company to Eureka shareholders with a price per Common Share to be determined based on a formula of the higher of (a) CAD$0.35 per Common Share; and (b) the 30 day volume weighted average price of the Common Shares. 10% of the Common Shares will be issued to the Eureka shareholders on the closing date of the Transaction (the “Closing Date”), with the remainder of Common Shares issued in equal tranches of six, twelve, eighteen, and twenty-four months from the Closing Date. In addition, Eureka shareholders are eligible to receive up to an additional CAD$25 million of Common Shares based on the achievement of USD$25 million of revenue derived from existing Eureka California and Colorado operations.

The 10% of the Common Shares issued on the Closing Date will represent up to 9.33% of the total issued and outstanding Common Shares on the Closing Date (if the minimum issuance price of CAD$0.35 per Common Share is assumed and there is no occurrence of dilutive events). The Company will issue a comprehensive press release respecting the terms of the Definitive Agreement upon entering into the Definitive Agreement.

The Company anticipates its common shares will re-commence trading after the dissemination of this news release.
           
About Eureka Vapor LLC.
Headquartered in Los Angeles, California, EUREKA Vapor was founded in 2011 and holds licenses in both California and Colorado.  EUREKA Vapor’s multi state operation manufactures and sells a premium line of vaporizer cartridges, disposable vapor pens and proprietary vaporizer batteries designed to work with their highly sought-after CO2 extracted oil.  Using their refined extraction processes and techniques developed over almost a decade of extracting, EUREKA Vapor is committed to providing the cleanest and safest natural oil cartridges in the industry.  Long referred to as one of the leaders in the industry, EUREKA has one of the most loyal customer bases in the category which reflects their commitment to honesty and transparency above all else. EUREKA continually looks for innovative ways to improve and refine their product offerings in order to deliver the best, most consistent vaping experience in the industry. 

For more information visit: www.eurekavapor.com

About North Bud Farms Inc.
North Bud Farms Inc., through its wholly-owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act.  The Company is constructing a state-of-the-art purpose-built cannabis production facility located on 95 acres of Agricultural Land in Low, Quebec. North Bud Farms Inc. will be focused on Pharmaceutical and Food Grade cannabinoid production in preparation for the legalization of edibles and ingestible products scheduled for October 2019.

For more information visit: www.northbud.com

Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward- looking statements including those relating to the Transaction, the completion of conditions precedent to the Transaction, entering into of the Definitive Agreement, the potential termination of the LOI, the issuance of Common Shares to Eureka shareholders, an issuance price of CAD$0.35 per Common Share at the Closing Date, Eureka achieving USD$25 million of revenue derived from California and Colorado operations, and the issuance of up to CAD$25 million of Common Shares, and the re-commencement of the trading of common shares of the Company. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Such risks and uncertainties include, among others, the risk factors included in North Bud Farms Inc.’s final long form prospectus dated August 21, 2018 which is available under the issuer’s SEDAR profile at www.sedar.com.  

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
North Bud Farms Inc.
Edward Miller
VP, IR & Communications
Office: (855) 628-3420 ext. 3
[email protected]

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Posted in North Bud Farms Inc | Comments Off on North Bud Farms $NBUD.ca Clarifies Terms of Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor $WEED.ca $CGC $ACB $APH $CRON.ca $HEXO.ca $TRST.ca $OGI.ca

Enthusiast Gaming $EGLX.ca Announces the Launch of Its Premier Global Esports Tournament Series, “EGLX Rising Stars” $EPY.ca $FDM.ca $WINR $TCEHF $ATVI $TNA.ca

Posted by AGORACOM-JC at 10:39 AM on Thursday, March 7th, 2019
  • Announced that it will be launching its own Esports tournament and entertainment series, called “EGLX Rising Stars”.
  • The series will leverage the distribution of its online network of over 75M website visitors, the additional 50M YouTube visitors, and the tens of thousands of attendees at its live video game expo, EGLX

TORONTO, March 07, 2019 — Enthusiast Gaming Holdings Inc. (TSXV: EGLX) (OTCQB: EGHIF), (“Enthusiast” or the “Company”), a gaming company building the largest community of authentic gamers, is excited to announce that it will be launching its own Esports tournament and entertainment series, called “EGLX Rising Stars”. The series will leverage the distribution of its online network of over 75M website visitors, the additional 50M YouTube visitors, and the tens of thousands of attendees at its live video game expo, EGLX. The tournament will begin this summer and end with grand finals at EGLX 2019, on October 18-20, 2019 at the Metro Toronto Convention Centre (“MTCC”), downtown Toronto. The event will be broadcast live and will be released by episodic video after the finals.

The unique series aims to discover up and coming talent in the Esports industry and follow their personal and professional journey as they compete to be recognized as the next big Esports superstar and win a large grand prize. Enthusiast currently has over 400 major gaming influencers within its online communities and will invite some of its top talent to lead the teams of aspiring participants as they battle to gain the same notoriety as the celebrities. The series will capture footage of the Esports professionals as they interact with the Rising Stars for the viewing enjoyment of the entire Esports industry. Fans will be able to watch the journey unfold as episodic content on Enthusiast Gaming’s online network, live streams during the event, and in the audience at EGLX in Toronto.

Menashe Kestenbaum, CEO of Enthusiast commented, “Our vision has always been to provide a home and community to dedicated lifestyle gamers. Until now we’ve done that separately through our online communities as well as our live events. We have now made our first major step towards bringing our online and offline communities together in an integrated, strategic relationship. With 2019 now projected to be the first billion-dollar year for Esports and attract brands across all industries, EGLX Rising Stars will provide another platform for Brands targeting the Esports Industry.”

As Esports popularity and viewership continue to grow, Enthusiast continues to invest and focus its efforts on providing a place for Esports enthusiasts to discover content and join like-minded communities. Recent acquisitions of the digital properties Daily Esports and Operation Sports, as well as hosting one of the largest Esports competitor events at EGLX 2018 established Enthusiast Gaming as a leading provider of Esports content. The Rising Stars series is a continuation of its 2019 Esports growth plans to focus its efforts on providing Esports enthusiasts with both the content and the community to follow, discover and experience the growing Esports industry.

The traditional focus of Esports events is limited to only broadcasting the live competitive match with commentators. Through Enthusiast’s content distribution platforms, The Rising Stars series will disrupt the current model, and include entertaining online and live content, such as, player narratives and storylines; behind the scenes footage of influencer personalities; and an overall unique spectator experience. The company intends for the content to be enjoyed and viewed beyond the event itself, throughout the year.

Earlier this week, Enthusiast announced that EGLX will take place in Toronto October 18-20, 2019 with nearly double the square footage of its prior event. The EGLX Rising Stars series will be a major focus of this year’s event.  Plans were also announced to expand EGLX’s footprint into the United States, which will allow US Esports competitors to participate within its Rising Stars tournament series in 2020. The company will provide further updates in the coming months.

About Enthusiast Gaming

Founded in 2014, Enthusiast is the fastest-growing online community of video gamers. Through the Company’s unique acquisition strategy, it has a platform of over 80 owned and affiliated websites and currently reaches over 75 million monthly visitors with its unique and curated content. Enthusiast also owns and operates Canada’s largest gaming expo, Enthusiast Gaming Live Expo, EGLX, (eglx.ca) with over 55,000 people attended in October 2018. For more information on the Company, visit www.enthusiastgaming.com.

CONTACT INFORMATION:

Investor Relations:
Julia Becker
Head of Investor Relations & Marketing
[email protected]
(604) 785.0850

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Enthusiast anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations and future actions of the Company. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Enthusiast to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Enthusiast, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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Posted in Enthusiast Gaming Holdings Inc., Esports Entertainment Group, Esports Entertainment Group Inc., eSports Investing, Featured | Comments Off on Enthusiast Gaming $EGLX.ca Announces the Launch of Its Premier Global Esports Tournament Series, “EGLX Rising Stars” $EPY.ca $FDM.ca $WINR $TCEHF $ATVI $TNA.ca

Tartisan Nickel Corp. $TN.ca Provides Corporate Update on Projects and Planning $ROX.ca $FF.ca $EDG.ca $AGL.ca $ANZ.ca

Posted by AGORACOM-JC at 4:23 PM on Wednesday, March 6th, 2019

Not for distribution to U.S. news wire services or dissemination in the U.S.

  • Provides an update on corporate activities on the suite of Company projects in Canada and Peru.
  • Tartisan CEO Mr. Mark Appleby noted, “2019 will bring a resurgence of exploration at Kenbridge to be financed initially by the return of the Financial Assurance funds pending approval of Tartisan’s remediation of the Alexo-Kelex Nickel Project, meaning that share dilution can be avoided while still generating exploration.”

TORONTO, ON / March 6, 2019 / Tartisan Nickel Corp. (CSE: TN; OTC QC: TTSRF; FSE: A2D PCM) (“Tartisan”, or the “Company”) is pleased to provide an update on corporate activities on the suite of Company projects in Canada and Peru.

Kenbridge Nickel-Copper Deposit, Atikwa Lake Area, Ontario

First, access road rehabilitation has been completed over the 13.2 km length to the site. This allows a lower-cost resumption of exploration in that air transport from nearby Sioux Narrows Ontario is not needed to the same extent. The line cutting program on the Kenbridge Nickel Copper Project has commenced and as at the date of this news release, two lines have been completed. Line cutting commenced at the southern mapped extremity of the Kenbridge Deposit as it averages some 90m in width; as well, one of the primary exploration targets for a similar depositional environment with historic surface mineralization is found on the west end of the second cut line in the program.

In this way, the Company may start the induced polarization geophysical survey on the two completed lines with the ability to lay out the lines on the frozen lakes, where required, and still hit one of the major exploration targets on the Kenbridge Property, while the rest of the line cutting grid is cut. The Company has made the decision to not pursue the drone-based magnetometer survey at this time.

MineMap Pty. Ltd., of Midland, Western Australia, has been contracted to provide an updated resource model and results of same are expected later in 2019 as well as an updated NI 43-101 Technical Report.

Alexo-Kelex Nickel Project, Iroquois Falls, Ontario

The Company successfully closed the sale of the Alexo-Kelex Nickel Project to VaniCom Resources Limited of Perth, W. Australia, in October, 2018. Tartisan Nickel retains the Financial Assurance Bond held in trust by the Ontario Ministry of Natural Resources and Forestry.

As a result of the sale Tartisan also owns 1,750,000 shares of VaniCom Resources Limited.

To that end, the Company has filed a Progressive Rehabilitation Report with the Ministry so as to facilitate the release of funds, which total some C$240,000. Tartisan is actively working with the Ministry to address comments.

Tartisan CEO Mr. Mark Appleby noted, “2019 will bring a resurgence of exploration at Kenbridge to be financed initially by the return of the Financial Assurance funds pending approval of Tartisan’s remediation of the Alexo-Kelex Nickel Project, meaning that share dilution can be avoided while still generating exploration.”

At the Company’s Peruvian projects, site visits are planned for April, 2019 at which point exploration and development strategies should be put in place to create potential additional shareholder value. A key focus will be to define the manganese content of the Don Pancho Project, including core review, QA/QC confirmation sampling, and block modeling the Don Pancho project to the extent possible with existing drilling.

About Tartisan Nickel Corp.

Tartisan Nickel Corp. is a Canadian based mineral exploration and development company which owns a 100% stake in the Kenbridge Nickel-Copper Project in Ontario; a 100% interest in the Don Pancho Zinc-Lead-Silver Project in Peru just 9 km from Trevali’s Santander mine. Tartisan also owns a 100% stake in the Ichuna Copper-Silver Project, also in Peru, contiguous to Buenaventura’s San Gabriel property. Company financial strength is provided by a significant equity stake (6 MM shares and 3 MM full warrants at 40c) in Eloro Resources Ltd, which is exploring the low-sulphidation epithermal La Victoria Gold/Silver Project in Ancash, Peru.

Tartisan Nickel Corp. common shares are listed on the Canadian Securities Exchange (CSE:TN; OTC QC: TTSRF; FSE: A2D PCM). Currently, there are 99,703,550 shares outstanding (108,303 ,550 fully diluted).

For further information, please contact Mr. D. Mark Appleby, President & CEO and a Director of the Company, at 416-804-0280 ([email protected]). Additional information about Tartisan can be found at the Company’s website at www.tartisannickel.com or on SEDAR at www.sedar.com.

Jim Steel MBA P.Geo. is the Qualified Person under NI 43-101 and has read and approved the technical content of this News Release.

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

SOURCE: Tartisan Nickel Corp.

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North Bud Farms $NBUD.ca Signs Binding Letter of Intent to Enter U.S. Market with Strategic Acquisition of Multi-State Licensed Operator Eureka Vapor

Posted by AGORACOM-JC at 10:33 AM on Wednesday, March 6th, 2019
  • Entered into a binding letter of intent to acquire all the issued and outstanding shares of Eureka Vapor LLC. and all of its subsidiaries , a U.S. multi-state cannabis operator, and arm’s length to the Company, in a transaction valued at CAD$20 million. 
  • In 2018, Eureka recognized revenue of approximately CAD$11.5 million* with a net profit margin of 16%* from its California and Colorado operations.
  • Eureka anticipates further growth in revenue due to anticipated changes to retail regulation of adult cannabis use in California.

TORONTO, March 06, 2019 – North Bud Farms Inc. (CSE: NBUD) (OTCQB: NOBDF) (“NORTHBUD” or the “Company”) is pleased to announce that effective March 3, 2019 it entered into a binding letter of intent (“LOI”) to acquire all the issued and outstanding shares of Eureka Vapor LLC. and all of its subsidiaries (“Eureka”), a U.S. multi-state cannabis operator, and arm’s length to the Company, in a transaction valued at CAD$20 million. 

Eureka, through its wholly-owned subsidiaries holds Manufacturing and Distribution licenses in the states of California and Colorado. Eureka manufactures and sells a premium line of disposable vapor pens as well as multi-use cartridge-style vapor pens and hardware. Eureka has been operating in California and Colorado since 2011 and 2015, respectively, showing significant organic growth year over year. In 2018, Eureka recognized revenue of approximately CAD$11.5 million* with a net profit margin of 16%* from its California and Colorado operations. Eureka anticipates further growth in revenue due to anticipated changes to retail regulation of adult cannabis use in California. Eureka products are currently available in over 100 retail stores. (*all figures are unaudited).  For more information about Eureka Vapor, visit: www.eurekavapor.com.
                                   
Transaction Terms
The proposed transaction (the “Transaction”) is structured as a share purchase agreement whereby in exchange for the purchase of all of the shares of Eureka, NORTHBUD will issue CAD$20 million in common shares (“Common Shares”) to the shareholders of Eureka (the “Eureka Shareholders”) with the price per Common Share to be determined based on a formula of the higher of (a) CAD$0.35 per Common Share and (b) the 30-day volume weighted average price (“VWAP”) calculated on the closing date (the “Closing Date”) of a definitive agreement in respect of the transaction (the “Definitive Agreement”). NORTHBUD and Eureka expect to enter into the Definitive Agreement by May 30, 2019. 10% of the Common Shares issued pursuant to the Definitive Agreement will be issued to the Eureka Shareholders on the Closing Date, with the remainder of Common Shares issued in equal tranches of six, twelve, eighteen, and twenty-four months from the Closing Date (the “Escrow Period”). The Transaction will be considered a “Fundamental Change” pursuant to the policies of the CSE and will accordingly require a new listing statement (the “Listing Statement”). Given that effective as of the Closing Date the Company will have United States cannabis operations, the Listing Statement will provide disclosure of the risks associated with cannabis operations in the United States. Closing of the Transaction is subject to applicable corporate and regulatory approvals as well as shareholder and CSE approval.

In addition, Eureka Shareholders will be eligible to receive up to an additional CAD$25 million of Common Shares (“Revenue Milestone Shares”) based on the achievement of USD$25 million of revenue derived from existing Eureka California and Colorado operations. Eureka Shareholders will receive Revenue Milestone Shares pro rata, on a quarterly basis, based on the percentage of USD$25 million of revenue generated in that quarter. All Revenue Milestone Shares will continue to be subject to the remainder of the Escrow Period at the time of issuance and will only be releasable in accordance with the Escrow Period. The Revenue Milestone Shares will be issued at the 10-day VWAP at the time of issuance.

“The opportunity to partner with a recognized brand in some of the most developed retail markets in North America is an exciting development for NORTHBUD,” says Ryan Brown, CEO of NORTHBUD. “We believe that vape cartridges represent a high margin and high-growth product segment of the market. The Eureka team are proven operators and possess an unmatched product knowledge which is evidenced by the strong brand loyalty that they have established.”

“Aligning ourselves with NORTHBUD provides Eureka with both exposure to the Canadian public markets as well as the largest federally legal adult-use market in the world,” says Justin Braune, CEO of Eureka Vapor. “We will be working with the NORTHBUD team to introduce our product line into the Canadian market for the fourth quarter of 2019 when vape pens will be permitted.”

Granting of Stock Options
The Company also announces the granting of 150,000 stock options to a consultant and employee. Each option entitles the holder to acquire one Common Share for a period of five years at an exercise price of CAD$0.35 per Common Share.  The options all vest immediately.

About Eureka Vapor LLC.
Headquartered in Los Angeles, California, EUREKA Vapor was founded in 2011 and holds licenses in both California and Colorado.  EUREKA Vapor’s multi state operation manufactures and sells a premium line of vaporizer cartridges, disposable vapor pens and proprietary vaporizer batteries designed to work with their highly sought-after CO2 extracted oil.  Using their refined extraction processes and techniques developed over almost a decade of extracting, EUREKA Vapor is committed to providing the cleanest and safest natural oil cartridges in the industry.  Long referred to as one of the leaders in the industry, EUREKA has one of the most loyal customer bases in the category which reflects their commitment to honesty and transparency above all else. EUREKA continually looks for innovative ways to improve and refine their product offerings in order to deliver the best, most consistent vaping experience in the industry. 

For more information, visit: www.eurekavapor.com

About North Bud Farms Inc.
North Bud Farms Inc., through its wholly-owned subsidiary GrowPros MMP Inc., is pursuing a licence under The Cannabis Act.  The Company is constructing a state-of-the-art purpose-built cannabis production facility located on 95 acres of Agricultural Land in Low, Quebec. North Bud Farms Inc. will be focused on Pharmaceutical and Food Grade cannabinoid production in preparation for the legalization of edibles and ingestible products scheduled for October 2019.

For more information, visit: www.northbud.com

Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward- looking statements including those relating to the projected growth of Eureka in 2019, the entering into of the Definitive Agreement, closing of the Transaction and associated approvals, Eureka’s ability to achieve milestones under the Definitive Agreement and associated Common Share issuances, the growth of the vape industry and its profitability, the timing of the introduction of Eureka vape pens into the Canadian market, and the projected legalization of edibles and ingestible products scheduled for October 2019. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Such risks and uncertainties include, among others, the risk factors included in North Bud Farms Inc.’s final long form prospectus dated August 21, 2018 which is available under the issuer’s SEDAR profile at www.sedar.com. 

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
North Bud Farms Inc.
Edward Miller
VP, IR & Communications
Office: (855) 628-3420 ext. 3
[email protected]

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Good Life Networks $GOOD.ca – Mobile accounted for almost 80 per cent of programmatic spend in China last year $TTD $RUBI $AT.ca $TRMR $FUEL

Posted by AGORACOM-JC at 5:00 PM on Tuesday, March 5th, 2019
SPONSOR: Good Life Networks (GOOD:TSX-V) Video advertising is the future! Company’s A.I. makes 80,000 calculations / second, targeting 750 million users to deliver higher prices and volume. Company announced combined trailing 12 month revenue at just over $40 Million, $7.9M EBITDA, $3 Million net income. Click here for more information.
GOOD: TSX-V

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Mobile accounted for almost 80 per cent of programmatic spend in China last year

By: Tim Maytom

  • Programmatic spending in China has surged over the past year, increasing by 48.6 per cent year-on-year to hit a total of $16.7bn (£11.9bn) in 2017, according to new figures from eMarketer.

Spending was driven by local internet giants like Baidu, Alibaba and Tencent, who are expected to continue to dominate the programmatic ad landscape. The so-called ‘BAT companies’ cast a large shadow over digital publishing in the region, with most advertisers buying directly through one of the BAT companies.

As a result, direct sales accounted for 63.5 per cent of programmatic digital display ad spending last year, compared to just 36.5 per cent through real-time bidding.

With many Chinese consumers considered mobile-first, digital advertisers in the region have followed suit, with 79.9 per cent of programmatic spend dedicated to mobile advertising, and mobile expected to keep driving total programmatic growth.

Despite this rapid growth, programmatic’s share of overall display ad spending in China lags behind the US and the UK, at 60 per cent, compared to 78 per cent and 79 per cent respectively. This is largely due to the limited options available to advertisers in China, compared to the more competitive spread of publishers in the US and UK, which enables more spending.

eMarketer’s forecast for the region predicts that growth will continue to slow over the next few years but will remain healthy, dropping to 36.6 per cent this year, and 29.8 per cent in 2019. By 2019, programmatic is expected to account for 69 per cent of all digital display ad spending, with spending of around $29.6bn.

Source: https://mobilemarketingmagazine.com/mobile-accounted-for-almost-80-per-cent-of-programmatic-spend-in-china-last-year

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Esports Entertainment Group $GMBL – G-Loot welcomes $25 million in investment $TECHF $ATVI $TTWO $GAME $EPY.ca $FDM.ca $TNA.ca

Posted by AGORACOM-JC at 4:27 PM on Tuesday, March 5th, 2019
SPONSOR: Esports Entertainment $GMBL Esports audience is 350M, growing to 590M, Esports wagering is projected at $23 BILLION by 2020. The company has launched VIE.gg esports betting platform and has accelerated affiliate marketing agreements with 190 Esports teams. Click here for more information
GMBL: OTCQB

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G-Loot welcomes $25 million in investment

  • Swedish esports company G-Loot has received an $25 million £18,695,883.50) from both new investors and current investors such as Swedbank Robur and asset management company Norron.
  • G-Loot is the parent company of competitive PUBG platform Global Loot League and competitive card game platform TopDeck. This capital will be used to bolster prize pools and help expand in terms of staff, more competitive titles, and more competitions.

Patrik Nybladh, Founder and CEO of G-Loot commented on the investment: â€It feels great that G-Loot now has secured 25 million US dollars to finance our ongoing expansion and to support our ambition to become the world’s leading online esports company. As far as I know it is the largest European esports investment ever. I am particularly glad that our current major owners increased their holdings when given the chance.”

G-Loot received $12.1 million (£9.2 million) in an investment round led by Swedbank Robur in January 2018. At the time, the capital was said to be going towards staff recruitment, increased marketing, and platform development.

Henrik Carlman, Fund Manager at Swedbank Robur commented: “Esports is one of the fastest growing forms of entertainment today. There are plenty of opportunities and many companies are trying to get a piece of the growth but only a few of them have a clear idea on how to monetize the emerging industry. G-Loot are among the very few with a proven business model and a grand vision of democratizing esports and making competitive gaming available to all.

“I am very proud and enthusiastic to support G-Loot and its entrepreneurs with our second investment in the company. G-Loot’s strong growth and improved profitability creates a fantastic opportunity for our funds to participate in this kind of value creation.”

Esports Insider says: This is a huge investment for most industries, never mind just in esports. G-Loot’s offering is interesting so we’ll be keeping an eye on how these additional funds helps things to improve further over the coming months.

Source: https://esportsinsider.com/2019/03/g-loot-25-million-investment/

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$HPQ.ca Gen2 PUREVAP(TM) Testing of Tapping Section of Pilot Plant Design and Subsystems, De-Risking Up-Coming Pilot Plant Trials $PYR.ca

Posted by AGORACOM-JC at 11:15 AM on Tuesday, March 5th, 2019
  • Announced the receipt of a progress report from PyroGenesis Canada Inc (TSX Venture: PYR) describing continuous development testing of the pilot plant design and reactor related subsystems of the Silicon Melt Drainage (Tapping) part of the process.  
  • Work of the Gen2 PUREVAP™ Commercial Scalability Proof of Concept platform is undertaken in order to minimize the risk of design failure during the pilot plant trials schedule to start mid-2019.

MONTREAL, March 05, 2019 – HPQ Silicon Resources Inc. (HPQ) (TSX VENTURE:HPQ) (FRANKFURT:UGE) (OTC PINK:URAGF) is pleased to announce the receipt of a progress report from PyroGenesis Canada Inc (“PyroGenesis”) (TSX Venture: PYR) describing continuous development testing of the pilot plant design and reactor related subsystems of the Silicon Melt Drainage (Tapping) part of the process.  This work of the Gen2 PUREVAP™ Commercial Scalability Proof of Concept platform is undertaken in order to minimize the risk of design failure during the pilot plant trials schedule to start mid-2019.

DRAINAGE OF LIQUID SILICON MELT AT THE BOTTOM OF REACTOR (TAPPING) CRITICAL TO PROCESS

Drainage of silicon (tapping) is one of the most important aspects of the process.  Efforts have been made by PyroGenesis to optimize the design of the melt drainage subsystems of the pilot plant.  In order to test design efficiency and to generate computational studies to predict the tapping behaviour of liquid silicon in the Gen3 pilot plant, a few silicon melting and tapping tests using GEN2 reactor have been conducted to date.

SIMULATED TAPPING DONE USING GEN2

To simulate the tapping process of the pilot plant unit, the Gen2 reactor was ramped up to operating parameters with a standard mixture of quartz and carbon introduced at the beginning.  Once the reactor reached operating temperature as-received Si is introduced in the reactor for effective melting.  Once the whole Si mass melted, the tap hole was opened to drain the liquid metal and the data from the test was then used to generate computational studies.

Mr. Bernard Tourillon, President and CEO of HPQ Silicon Resources Inc stated: “We are very happy to show our first ever public picture of the Gen2 in action.  What these tests demonstrate is the incredible versatility of our Gen2 PUREVAPTM QRR platform, highlighting the advancement being made on the project and toward de-risking the mid-2019, Gen3 commercial scalability testing phase”.

Pierre Carabin, Eng., M. Eng., Chief Technology Officer and Chief Strategist of PyroGenesis has reviewed and approved the technical content of this press release.

This News Release is available on the company’s CEO Verified Discussion Forum, a moderated social media platform that enables civilized discussion and Q&A between Management and Shareholders. 

About HPQ Silicon

HPQ Silicon Resources Inc. is a TSX-V listed resource company focuses on becoming a vertically integrated and diversified High Purity, Solar Grade Silicon Metal (SoG Si) producer and a manufacturer of multi and monocrystalline solar cells of the P and N types, required for production of high performance photovoltaic conversion.

HPQ’s goal is to develop, in collaboration with industry leaders, PyroGenesis (TSX-V: PYR) and Apollon Solar, that are experts in their fields of interest, the innovative PUREVAPTM “Quartz Reduction Reactors (QRR)”, a truly 2.0 Carbothermic process (patent pending), which will permit the transformation and purification of quartz (SiO2) into high purity silicon metal (Si) in one step and reduce by a factor of at least two-thirds (2/3) the costs associated with the transformation of quartz (SiO2) into SoG Si. The pilot plant equipment that will validate the commercial potential of the process is on schedule to start mid-2019.

Disclaimers:

This press release contains certain forward-looking statements, including, without limitation, statements containing the words “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “in the process” and other similar expressions which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking statements reflect the Company’s current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company’s on-going filings with the securities regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information contact
Bernard J. Tourillon, Chairman, President and CEO Tel (514) 907-1011
Patrick Levasseur, Vice-President and COO Tel: (514) 262-9239
www.HPQSilicon.com

Shares outstanding: 222,284,053 

A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/0a12fa2b-0337-4107-8531-a2feb7f7c2e3

Picture of Gen2 in action during simulated tapping test

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Good Life Networks $GOOD.ca Doubles Client Base with the Completion of 495 Communication Integration $TTD $RUBI $AT.ca $TRMR $FUEL

Posted by AGORACOM-JC at 9:30 AM on Tuesday, March 5th, 2019
  • Announced that it has completed the operational integration of recently acquired 495 Communications LLC, a leading Connected Television, advertising and content marketing company
  • CTV refers to any TV that can be connected to the internet and access content beyond what is available from a traditional cable provider.

Vancouver, British Columbia–(March 5, 2019) – Good Life Networks Inc. (TSXV: GOOD) (FSE: 4G5) (“GLN“, or the “Company“), an advertising technology company, today announced that it has completed the operational integration of recently acquired 495 Communications LLC (“495“), a leading Connected Television (“CTV“), advertising and content marketing company.

CTV refers to any TV that can be connected to the internet and access content beyond what is available from a traditional cable provider. By finalizing the integration of 495, GLN integrates over 50 new clients onto its platform, bringing its total client base to just over 100 publishers and advertisers for the remainder of 2019, up from 47 exiting 2018.

495 also brings GLN a number of owned-and-operated CTV channels on Roku, including long form movie content apps. 495 has exclusive rights to advertise on numerous premium CTV channels, where users can watch advertising supported movies and video content. Roku pioneered streaming for TV and has over 15 million monthly active accounts streaming over 7 billion hours of video and music per year.

Jesse Dylan, GLN CEO commented, “The acquisition of 495 fits well with our aggressive growth strategy through acquisitions. GLN’s operational integration of 495 is off to a great start, with both the traditional business and the exciting CTV app business proving valuable additions to our company.” Jesse Dylan added, “With the successful completion of 495 and recent Impression X integrations, I believe we will be able to carve out a significantly piece of what is expected to be a 13.3-billion-dollar industry this year.”

Bret Polansky, incoming VP for GLN and former CEO of 495 added, “The CTV space is experiencing exponential growth right now. By 2020 more than 75% of families will have TVs connected to the internet in the United States. By positioning ourselves in the owned-and-operated CTV app space we have an exciting opportunity to capitalize on the advertising opportunities through GLNs technology.”

In addition to the owned-and-operated CTV apps, 495 also has long-term exclusive agreements to represent dozens of third-party CTV apps on an exclusive basis. It is anticipated that this number will grow on both an organic and inorganic basis.

The GLN Story

GLN’s advertising technology is the engine that sits between advertisers and publishers. The GLN Platform is built for cross device video advertising: Mobile, In-App, Desktop and CTV (Connected Television). The Programmatic Video Marketing Platform is powered by GLN’s Patent Pending proprietary machine learning technology that targets and connects digital advertisers with consumers three times faster than industry standards, with among the lowest fraud rates of similar vendors without collecting PII (Personal Identifiable Information). Advertisers make more money by reaching their target audience more effectively. GLN makes money by retaining a percentage of the advertiser’s fee.

GLN is headquartered in Vancouver, Canada with offices in Newport Beach and Santa Monica California, New York and UK and trades on the TSX Venture Exchange under the stock symbol “GOOD” and The Frankfurt Stock Exchange under the stock symbol 4G5.

Contact:
[email protected]

CEO Jesse Dylan
604 265 7511

Forward Looking Statements:

Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of GLN. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to the performance of the company. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the digital advertising industry and general economic conditions, success of acquisitions and any growth strategies implemented by the company. In making the forward‐looking statements in this news release, the Company has applied several material assumptions, including without limitation that any acquisitions and corporate directives and initiatives will be successfully completed in the time expected by management and produce the desired results, generate the anticipated revenue and expand GLN’s global reach per management’s expectations. GLN does not assume any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, other than as required by applicable securities laws. Additional information identifying risks and uncertainties is contained in GLN’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43228

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Enthusiast Gaming to Host $EGLX.ca Canada’s Largest Video Game and #Esports Expo October 18-20, 2019 in Toronto and Announces USA Expansion Plan in 2020 $EPY.ca $FDM.ca $WINR $TCEHF $ATVI $TNA.ca

Posted by AGORACOM-JC at 9:26 AM on Tuesday, March 5th, 2019
  • Confirmed 2019 dates for the Enthusiast Gaming Live Expo, Canada’s largest video game expo, in Toronto next fall. Enthusiast will host EGLX on October 18-20, 2019 at the Metro Toronto Convention Center , downtown Toronto.
  • Following the success of EGLX 2018, which drew in 55,000 attendees in Toronto, the Company is planning to expand this year’s expo into the North Hall of the MTCC, nearly doubling the floor space to allow for the higher attendance numbers expected.  

TORONTO, March 05, 2019 – Enthusiast Gaming Holdings Inc. (TSXV: EGLX) (OTCQB: EGHIF), (“Enthusiast” or the “Company”),  a gaming company building the largest community of authentic gamers, is excited to announce it has confirmed 2019 dates for the Enthusiast Gaming Live Expo (“EGLX”), Canada’s largest video game expo, in Toronto next fall. Enthusiast will host EGLX on October 18-20, 2019 at the Metro Toronto Convention Center (“MTCC”), downtown Toronto.

Following the success of EGLX 2018, which drew in 55,000 attendees in Toronto, the Company is planning to expand this year’s expo into the North Hall of the MTCC, nearly doubling the floor space to allow for the higher attendance numbers expected.  

Esports has always been a central part of EGLX, and the Company is planning to roll out its own Esports tournament series, which will compete with the leading North American pro tournaments. EGLX has previously hosted large-scale Esports competitions in partnership with various organizations, including the World Electronic Sports Games (“WESG”), operated by WorldGaming Network in partnership with Alisports (a division of Alibaba) and Blizzard Entertainment Inc. The Company also partnered with Overactive Media to unveil the Toronto Defiant Esports Overwatch team roster at EGLX 2018, in October. The Company will provide further updates in the coming months.

Menashe Kestenbaum, CEO of Enthusiast commented, “We are really excited about EGLX 2019, and we have some exciting additions in the pipeline for the expo in October 2019. Last year, we had capacity issues and had to stop selling tickets on the Saturday. To avoid any issues this year, we have expanded into the North Hall of the MTCC and plan to have more sponsors and higher attendance numbers.” He added, “We have already seen tremendous growth since we started EGLX in 2015, and in only a few short years we have grown into the largest video game expo in Canada and now have plans to expand into the United States in 2020. Attendees at EGLX 2019 can expect continued growth with more sponsors, more space and a larger focus on Esports and tournaments.”

The company is looking at opportunities to expand EGLX to multiple cities across North America. With the bulk of Enthusiast’s online traffic originating in the US, it’s a logical next step in the expansion process and the Company has already received strong interest from multiple US cities and partners wanting EGLX.  Enthusiast is planning its multi city expansion into the US starting in 2020.

Engages Generation Advisors Inc.

The Company has retained Generation Advisors Inc. (“Generation”) to provide market-making services. Under the terms of the agreement (the “Agreement“), Generation will receive cash compensation of $7,500 per month but will not receive any Common Shares or options of Company as compensation. Generation does not currently own any securities of Company; however, Generation and its clients may acquire a direct interest in the securities of Company. Company and Generation are unrelated and unaffiliated entities. Generation is a member of the Investment Industry Regulatory Organization of Canada, a participating organization of TSX and a member of TSX-V. The capital and securities required for any trade undertaken by Generation as principal will be provided by Generation. The Agreement is for an initial term of 180 days, with automatic renewals for a further 180 days unless terminated.

About Enthusiast Gaming

Founded in 2014, Enthusiast is the fastest-growing online community of video gamers. Through the Company’s unique acquisition strategy, it has a platform of over 80 owned and affiliated websites and currently reaches over 75 million monthly visitors with its unique and curated content. Enthusiast also owns and operates Canada’s largest gaming expo, Enthusiast Gaming Live Expo, EGLX, (www.eglx.ca) with over 55,000 people attended in October 2018. For more information on the Company, visit www.enthusiastgaming.com. 

CONTACT INFORMATION:

Investor Relations:
Julia Becker
Head of Investor Relations & Marketing
[email protected]
(604) 785.0850

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Enthusiast anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations and future actions of the Company. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Enthusiast to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Enthusiast, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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