Avalon Completes $0.75 million Preferred Share Financing and $140,000 First Tranche of Private Placement

Toronto, Ontario–(Newsfile Corp. – June 29, 2018) – Avalon Advanced Materials Inc. (TSX: AVL) (OTCQX: AVLNF) (“Avalon” or the “Company”) is pleased to announce that it has completed a non-brokered private placement financing consisting of 150 Series C1 Preferred Shares (the “Preferred Shares”) on a private placement basis at a price of $5,000 per Preferred Share for gross proceeds of $750,000 with an entity managed by The Lind Partners (“Lind”), a New York based asset management firm (the “Agreement”).

The Preferred Shares do not carry a dividend and have a redemption value per share that starts at $5,000 and increases by $250 per share each quarter over the next 24 months, to a cap of $6,750 per share. After the four month Hold Period (defined below), the Preferred Shares can be converted by Lind into common shares of the Company at a price per common share equal to 85% of the five-day volume weighted average price of the common shares on the Toronto Stock Exchange (the “TSX”) immediately prior to the date that notice of conversion is given.

In conjunction with the closing, Lind will receive a commitment fee of $37,500 and 3,750,000 common share purchase warrants. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.125 per common share until 60 months after today.

Pursuant to Canadian securities laws, the securities issuable under this private placement will be subject to a hold period (the “Hold Period”), which expires four months and one day after closing. After the Hold Period, Lind has the basic right to convert 10 Preferred Shares into common shares of the Company on a monthly basis, subject to certain conversion limits set out in the Agreement; however, Lind is permitted to convert up to 30 Preferred Shares on a monthly basis in the event such amount does not exceed 20% of the Company’s 20-day traded volume of common shares on the TSX immediately prior to the date of delivery of a conversion notice.

Lind will also be entitled to accelerate its conversion right to the full amount of the redemption value applicable at such time, or demand repayment of the applicable redemption value per share in cash, upon the occurrence of certain events as set out in the Agreement. The Company has the right to redeem the Preferred Shares at any time after the Hold Period at a small premium to the redemption value. The Company has floor price protection such that if any conversion results in an effective conversion price of less than $0.10 per common share, then the Company has the right to deny the conversion and instead redeem the Preferred Shares that were subject to that conversion for the redemption amount in cash plus a 5% premium.

At any time while any Preferred Shares are outstanding, Lind has the option of subscribing for up to an additional 50 Series C2 Preferred Shares at a price of $5,000 per share and under the same terms and conditions as the initial financing, subject to certain triggering events and subject to the prior approval of the TSX.

The Company has received conditional approval of the TSX in connection with the completion of the Series C1 Preferred Share private placement.

Private Placement

In addition to the above transaction, the Company has also completed the first tranche of a non-brokered private placement consisting of 1,400,000 units at a price of $0.10 per unit for gross proceeds of $140,000.

Each unit was comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of $0.12 for a period of 24 months from today, or, if at any time following today, the closing price of the common shares on the TSX is $0.16 or higher for a period of twenty consecutive trading days, the Company may, by notice to the holder (supplemented by a news release of general dissemination) reduce the expiry date of the warrants to not less than 30 days from the date of such notice.

The proceeds from both financings will be used for ongoing market development work, metallurgical studies and preliminary engineering work on the Separation Rapids Lithium Project and for general working capital purposes.

This news release is not an offer of securities for sale in the United States. The securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States or to US persons (as defined in Regulation S under the US Securities Act) absent registration or an applicable exemption from registration. All currency reported in this release is in Canadian dollars.

About The Lind Partners
The Lind Partners is a New York-based institutional fund management firm focused on small-and mid-cap companies publicly traded in Canada, Australia and the UK across mining, oil & gas, biotech and technology. Lind employs a multi-strategy investment approach: direct investments of new capital; participation in syndicated equity placements; IPO/pre-IPO investments; and selective open market trades. Since 2009, the Lind team has completed over 75 direct investments totaling over $600 million in value.

About Avalon Advanced Materials Inc.
Avalon Advanced Materials Inc. is a Canadian mineral development company specializing in niche market metals and minerals with growing demand in new technology. The Company has three advanced stage projects, all 100%-owned, providing investors with exposure to lithium, tin and indium, as well as rare earth elements, tantalum, niobium and zirconium. Avalon is currently focusing on its Separation Rapids Lithium Project, Kenora, ON, and its East Kemptville Tin-Indium Project, Yarmouth, NS. Social responsibility and environmental stewardship are corporate cornerstones.

For questions and feedback, please e-mail the Company at ir@AvalonAM.com, or phone Don Bubar, President & CEO at 416-364-4938.

This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements related to how the Company plans to use the net proceeds from the financings, Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “potential”, “scheduled”, “anticipates”, “continues”, “expects” or “does not expect”, “is expected”, “scheduled”, “targeted”, “planned”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be” or “will not be” taken, reached or result, “will occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Avalon to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are based on assumptions management believes to be reasonable at the time such statements are made. Although Avalon has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to market conditions, and the possibility of cost overruns or unanticipated costs and expenses as well as those risk factors set out in the Company’s current Annual Information Form, Management’s Discussion and Analysis and other disclosure documents available under the Company’s profile at www.SEDAR.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Such forward-looking statements have been provided for the purpose of assisting investors in understanding the Company’s plans and objectives and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements. Avalon does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

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Aurania Resources Ltd. Completes $4,000,000 First Tranche of a Non-Brokered Private Placement

Toronto, Ontario–(Newsfile Corp. – June 29, 2018) – Aurania Resources Ltd. (TSXV: ARU) (“Aurania” or the “Company”) is pleased to announce that further to its news releases dated June 1, 2018 it has completed a first tranche of a non-brokered private placement financing of 2,000,000 units of the Company (the “Units“) at a price of $2.00 per Unit, for total gross proceeds of $4,000,000 (the “Offering“). Each Unit consists of one common share of the Company (a “Common Share“) and one-half Common Share purchase warrant (a “Warrant“). Each whole Warrant entitles the holder to purchase one Common Share at an exercise price of $3.00 for a period of 18 months following closing of the Offering.

In connection with the first tranche of the Offering, the Company paid compensation to certain eligible finders (the “Finders“) consisting of a cash commission of $158,404.80 and 79,202 compensation warrants. Each Finders’ compensation warrant is exercisable into a Common Share at $3.00 per Common Share for 18 months following the closing of the first tranche of the Offering.

The Units and underlying securities are subject to a customary four month and a day hold period. The Units and underlying securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or applicable state securities laws and may not be offered or sold in the United States or to U.S. Persons (as defined in the U.S. Securities Act) without registration, or exemption from registration, under such laws.

Mr. Richard Spencer, the President and a Director of the Company, has subscribed for 11,250 Units pursuant to the Offering in accounts over which he has direction and control. Mr. Spencer’s participation in the Offering constitutes a “related party transaction” under the Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on the exemption from valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company.

The gross proceeds raised from the sale of the Units will be used by the Company for mineral exploration, which includes continuing the geochemical sampling survey and prospecting that has been successful in discovering several epithermal targets, additional geophysical surveys over specific target areas, and remote sensing, all with a focus on further defining specific drill targets, and for general working capital purposes.

As announced in the press release dated June 1, 2018, Aurania established an over-allotment option pursuant to the Offering. Aurania anticipates that a second tranche of the Offering will be completed for gross proceeds of up to $500,000.

About Aurania

Aurania is a junior exploration mining company engaged in the identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious metals and copper. Its flagship asset, The Lost Cities — Cutucu Project, is located in the Jurassic Metallogenic Belt in the eastern foothills of the Andes mountain range of southeastern Ecuador.

Information on Aurania and technical reports are available at http://www.aurania.com and www.sedar.com, as well as on Facebook at https://www.facebook.com/auranialtd/, Twitter at https://twitter.com/auranialtd, and LinkedIn at https://www.linkedin.com/company/aurania-resources-ltd-.

For further information, please contact:

Carolyn Muir
Manager — Corporate & Investor Services
Aurania Resources Ltd.
(416) 367-3200
carolyn.muir@aurania.com

Dr. Richard Spencer
President
Aurania Resources Ltd.
(416) 367-3200
richard.spencer@aurania.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.

Forward-Looking Statements

This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Aurania. Forward-looking statements include estimates and statements that describe Aurania’s future plans, objectives or goals, including words to the effect that Aurania or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to Aurania, Aurania provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Aurania’s objectives, goals or future plans, statements, exploration results, potential mineralization, the corporation’s portfolio, treasury, management team and enhanced capital markets profile, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, regulatory, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in Aurania’s public documents filed on SEDAR. Although Aurania believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Aurania disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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Nebo Capital Corp. Enters into Definitive Agreement with Fusion Agiletech Partners Inc. in Connection with Proposed Qualifying Transaction

Toronto, Ontario–(Newsfile Corp. – June 29, 2018) – Nebo Capital Corp (TSXV: NBO.H) (“Nebo“) is pleased to announce that it has entered into a definitive agreement dated as of June 25, 2018 (the “Master Agreement“), providing for a business combination with Fusion Agiletech Partners Inc., a privately held corporation existing under the laws of Ontario (“Fusion“), which will result in a reverse take-over of Nebo by the shareholders of Fusion (the “Transaction“).

Terms of the Master Agreement

The Transaction will proceed by way of a three cornered amalgamation (the “Amalgamation“) pursuant to which Fusion shall amalgamate with Nebo Acquisition Corp. (“Subco“), a wholly-owned subsidiary of Nebo incorporated under the laws of Ontario, and Nebo will acquire all of the issued and outstanding Class A common shares of Fusion (the “Fusion Shares“), in exchange for common shares of Nebo (the “Nebo Shares“) on a 1:1 basis, at a deemed price of C$0.35 per Nebo Share, such that Fusion will become a wholly-owned subsidiary of Nebo. The Amalgamation will also provide that all outstanding options, warrants and broker warrants to purchase Fusion Shares shall be exchanged in accordance with their terms, on a 1:1 basis, for economically equivalent securities of Nebo or become exercisable for equivalent securities of Nebo in lieu of securities of Fusion and otherwise on the same terms and conditions.

Fusion and Nebo are arm’s length parties, and there are no current non-arm’s length parties of Nebo which are insiders of Fusion. Authorization to proceed with the Amalgamation will require approval by the shareholders of Fusion and Subco, in addition to applicable regulatory approvals, including approvals by the TSX Venture Exchange (the “TSXV“). Nebo will also change its name to such name as shall be determined by Fusion and shall be acceptable to all applicable regulatory authorities including, without limitation, the British Columbia Registry Services and the TSXV.

Based upon the number of issued and outstanding securities in each of Nebo and Fusion on the date hereof, upon completion of the Transaction, there will be 84,831,013 Nebo Shares issued and outstanding (non-diluted), of which the shareholders of Nebo will hold approximately 11.99 percent, the shareholders of Fusion will hold approximately 88.01 percent (assuming no exercise of any stock options of Nebo prior to closing).

In connection with the Transaction:

  • 12,283,644 common shares (the “Resulting Issuer Shares“) in the capital of the combined entity resulting from the Transaction (the “Resulting Issuer“) will be reserved for issuance upon exercise of all outstanding Fusion share purchase warrants issued in connection with (i) the previously announced brokered private placement of Fusion completed on March 29, 2018, and (ii) a further second tranche of such private placement, completed on June 1, 2018, of an additional 428,572 units (“Units“) at a price of $0.35 per Unit to raise aggregate gross proceeds of $150,000.20 (collectively, the “Private Placement“). Each Unit consisted of one Class A common share of Fusion and one half of one common share purchase warrant (each such whole share purchase warrant, a “Warrant“), with each Warrant entitling the holder to acquire one additional Class A common share of Fusion at an exercise price of $0.50 until the date which is the earlier of June 1, 2020 and three years following completion of the Transaction. Clarus Securities Inc. acted as lead agent in connection with the second tranche of the Private Placement, with a syndicate that included PowerOne Capital Markets Limited and Primary Capital Inc. (together, with Clarus Securities Inc., the “Agents“). In partial consideration for their services, Fusion issued an aggregate of 30,000 compensation options to the Agents, each entitling the holder thereof to acquire one Unit at an exercise price of $0.35 until the earlier of three years following the completion of the Transaction and June 1, 2022;

  • 2,516,566 Resulting Issuer Shares and 838,855 warrants of the Resulting Issuer (“Resulting Issuer Warrants“) will be reserved for issuance upon exercise of the compensation options issued to Clarus Securities Inc., PowerOne Capital Markets Limited and Primary Capital Inc., which acted as agents in connection with the Private Placement, and underlying Resulting Issuer Warrants, as applicable;

  • the Resulting Issuer will be required to pay an additional amount of up to USD$2,500,000 to former membership interest holders of Quisitive, LLC (“Quisitive“), a subsidiary of Fusion Agile Tech Holdings Ltd. (“Fusion Holdings“), which in turn is a subsidiary of Fusion, and which amount shall be payable in Nebo Shares at a deemed price of $0.35 per share;

  • the Resulting Issuer will be required to issue up to 2,125,000 Resulting Issuer Shares as employment incentives to certain employees of LedgerPay Inc., a subsidiary of Fusion Holdings; and

  • it is anticipated that the Resulting Issuer will issue 1,665,000 options to acquire common shares in the capital of the Resulting Issuer to the new directors, officers, employees and consultants of the Resulting Issuer in consideration of the cancellation of the existing options to acquire Fusion Shares, subject to increase pursuant to the grant of up to an additional 335,000 options to acquire Fusion Shares prior to the completion of the Transaction. An aggregate of 150,000 options of Nebo are also currently outstanding.

The Master Agreement contains customary terms and conditions for a transaction of this nature, including representations and warranties of Fusion and Nebo and covenants applicable to each such entity until closing of the Transaction regarding their respective businesses and affairs and a prohibition upon both Fusion and Nebo from soliciting or initiating any discussions concerning any other business combination or similar transaction prior to the completion or termination of the Transaction. Complete details of the terms of the Transaction are set out in the Master Agreement, which will be filed by Nebo on SEDAR and will be available for viewing under Nebo’s profile at www.sedar.com.

Completion of the Transaction is subject to a number of conditions, including the receipt of all applicable approvals, including, without limitation, the approval of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Nebo should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, all directors and officers of Nebo shall resign and be replaced by nominees of Fusion. The following sets out the names and backgrounds of the persons that have currently been identified as the directors and officers of the Resulting Issuer:

Michael Reinhart—Proposed Chief Executive Officer and Director. Michael Reinhart is the Chief Executive Officer of Fusion. Michael Reinhart is also currently the President of Fusion’s U.S. subsidiary, Quisitive. Reinhart has more than 20 years of experience leading national Microsoft IT services firms and a strong reputation with Microsoft leadership. He holds a Bachelor of Science degree in Computer Science from the University of Wisconsin – La Crosse and an MBA from the University of St. Thomas in Minnesota.

Stephanie Ratza—Proposed Chief Financial Officer. Ms. Ratza brings more than 20 years of finance experience with public and private technology companies. From August 2016 to May 2017, Ms. Ratza served as CFO of BlueCat Networks Inc., a private enterprise DNS company which was sold to MDP Private Equity in March 2017. From June 2015 to June 2016, Ms. Ratza served as CFO of Resolver Inc., a private governance risk and compliance software company. From April 2007 to May 2014, Ms. Ratza had served as CFO of The Descartes Systems Group. During her tenure, she demonstrated the ability to streamline financial operations and leverage technology to drive growth, increase visibility and efficiency and ultimately bottom-line performance. M&A activity has been a significant part of the growth strategy where culture is combined with technology to build a unique value proposition in the market. From November 2005 to April 2007, Ms. Ratza had served as CFO of IPICO Inc., a Burlington, Ontario-based company that designs, develops, manufactures and markets a broad range of radio frequency identification (RFID) solutions. Her other public company finance experience includes over six years at Waterloo, Ontario-based MKS Inc., serving as Vice President, Finance for five years and as director of finance for one year, and as controller for more than three years at Open Text Corporation where she lead the IPO process. Ms. Ratza is currently advising and sitting on the board of directors of Good Life Network Inc. Ms. Ratza has volunteered as an active participant on the Audit & Compliance Committee of the Laurier Board of Governors in 2014-2015 and since 2015 has been the Chair of the Audit & Compliance Committee. Since 2017 she is also a member of the compensation committee. Ms. Ratza has volunteered with Waterloo Minor Hockey, Soccer and Baseball, and with St. Mary’s Hospital on the Mission and Governance Committee and is currently on the Resource Planning and Utilization Committee of St. Mary’s Hospital. A Laurier alumna with a BSc (’89), she has served on the Laurier Dean of Science Advisory Committee from 2007 to 2014. Ms. Ratza is a Chartered Professional Accountant of Ontario and in June 2016, she achieved her Institute of Corporate Directorship Designation (ICD.D).

Gord McMillan—Proposed Director. Mr. McMillan has been an entrepreneur in the Canadian financial services industry since 1994. He was the co-founder and Chief Executive Officer of Triax Capital Corporation and Skylon Capital Corporation, both of which were sold to large industry consolidators. Mr. McMillan was also a shareholder and director of Fairway Capital Management Inc., Impax Funds Management Ltd. and i3 Advisors Inc. Mr. McMillan has served on the boards of numerous companies and publicly listed investment funds. Mr. McMillan was also a co-founder of Pivot Technology Solutions (“Pivot“) and served on the Pivot board of directors from February 2013 until June of 2016. Currently, Mr. McMillan serves on the board of LOGiQ Asset Management Inc., a TSX-listed asset management firm. Mr. McMillan holds a Bachelor of Laws degree from Queen’s University in Kingston, Ontario, and is a non-practicing member of the Law Society of Ontario.

Dave Guebert—Proposed Director. Mr. Guebert is an experienced financial professional and business manager with over 35 years of experience in finance and accounting, 25 of which were served as chief financial officer of public and private companies in the resource, finance and technology sectors. He is currently the Chief Financial Officer of Clarocity Corporation, a technology company, and also Marret Resource Corp., an investment entity. He also serves as a member of the boards of directors (and chairman of the audit committee) of Legend Power Systems Inc., a technology company which has developed proprietary power savings systems, and of Rocky Mountain Marijuana Inc., a start-up cannabis company. During his career, he has been employed in management and financial capacities in merchant energy, investment and technology industries. In addition to these roles, Mr. Guebert spent two and a half years serving as controller for the XV Olympic Winter Games. Mr. Guebert has a Bachelor of Commerce degree (University of Saskatchewan) along with both CPA-CA (Alberta) and CPA (Pennsylvania) designations.

Phil Sorgen—Proposed Director. Mr. Sorgen has been Corporate Vice President of U.S. Enterprise Commercial at Microsoft Corporation since July 2017. Phil’s organization serves the largest commercial customers in the U.S. by helping them to deliver their digital transformation using Microsoft’s full suite of enterprise cloud offerings. In this role, Phil is responsible for leading U.S. enterprise sales and customer success teams including national, industry and technical teams. Mr. Sorgen served as the Corporate Vice President of Worldwide Partner Group at Microsoft Corporation since September 1, 2013, until May 2016. Mr. Sorgen served as Corporate Vice President of U.S. Small and Mid-Market Solutions & Partners (SMS&P) at Microsoft Corporation until September 1, 2013. He served as President of Microsoft Canada Co, subsidiary of Microsoft Corporation since February 2006. Mr. Sorgen has been with Microsoft Corporation since 1996. He served as General Manager for Microsoft’s Gulf Coast District and was responsible for building the strategies and executing the plans for sales, consulting, channel development and marketing for South Texas and Louisiana. Under his leadership, the district was one of the fastest growing in the U.S. Mr. Sorgen also created and led the worldwide Microsoft Oil and Gas Vertical, where he oversaw business strategies, including identifying key priorities and working with Microsoft technology partners to provide solutions for oil and gas manufacturing customers. Mr. Sorgen holds a Bachelor of Arts degree as well as a Masters degree in Business Administration from the University of North Texas.

After giving effect to the Transaction, the above individuals will collectively own, in the aggregate, directly or indirectly, approximately 22.61 percent of the Resulting Issuer Shares.

Information Concerning Fusion

Fusion, through its wholly-owned U.S. subsidiary Quisitive, plans to build one of North America’s largest capabilities in customer-oriented information technology solutions, specializing in transformative technologies including artificial intelligence (AI), blockchain, cloud and agile software development. Quisitive is one of Microsoft’s top 35 U.S. partners, selected as member of the Microsoft National Solutions Provider Program and a leading Microsoft Azure partner. Fusion’s growth strategy includes acquisition of IT services firms to build one of the industry’s largest Consulting Services firms, bringing high value to Microsoft and their customers.

Fusion will fund investments in artificial intelligence, internet of things and blockchain product innovation to create industry solutions. These solutions will leverage cloud and distributed ledger technology to build trust, simplicity, operational efficiency and enhanced customer experience. Fusion, in partnership with Microsoft, will be working with clients and developers across multiple industries to explore how the emerging technologies can transform how business is done in areas as diverse as banking and financial services, supply chain, healthcare, travel and transportation, and energy and utilities. Fusion’s LedgerPay initiative will leverage Quisitive’s unique experience in payment system technology and its strong relationships in the U.S. banking and merchant communities.

The registered office address of Fusion is located at 34 King St. East, Suite 700, Toronto, Ontario M5C 2X8.

Additional Information Regarding Nebo

Nebo exists under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. It is a capital pool company and intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSXV. Nebo is a “reporting issuer” within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).

Since the Transaction is an arm’s length transaction, Nebo is not required to obtain shareholder approval for the Transaction.

The Nebo Shares are currently listed for trading on the NEX board of the TSXV. In accordance with TSXV policy, however, the Nebo Shares are currently halted from trading and will remain halted until such time as determined by the TSXV, which, depending on the policies of the TSXV, may not occur until the completion of the Transaction.

Sponsorship

Nebo has made an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Nebo from all or part of applicable sponsorship requirements.

Further Information

All information contained in this news release with respect to Nebo and Fusion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Neil Halldorson, President and Chief Executive Officer, Nebo Corp.

Telephone:     (604) 689-1428
Email:              nhalldorson@gmail.com

Mike Reinhart, Chief Executive Officer, Fusion

Telephone:     (972) 536-1025
Email:              mike.reinhart@quisitive.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Nebo and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States

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Opawica Explorations Inc. Announces Private Placement

Vancouver, British Columbia–(Newsfile Corp. – June 29, 2018) – Opawica Explorations Inc. (TSXV: OPW) (the “Company”) announces that it proposes to undertake a private placement to raise gross proceeds of up to $200,000 (the “Offering”) through the sale of up to 4,000,000 units priced at $0.05 (the “Units”). Each Unit consists of one common share and one share purchase warrant exercisable into one further common share at a price of $0.06 for a term of two years.

The Offering will be conducted under available exemptions from the prospectus requirements of applicable securities legislation and participation in the Offering will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with the provisions of BC Instrument 45-354 (the “Existing Shareholder Exemption”) and similar provisions in other jurisdictions’ securities legislation and will be available to persons in qualifying jurisdictions in Canada who have obtained advice as to the suitability of the investment from a person registered as an investment dealer in accordance with the provisions of BC Instrument 45-536 and similar provisions in other jurisdictions’ securities legislation.

The Company has set June 28, 2018 as the record date for the purpose of determining shareholders entitled to participate in the Offering in reliance on the Existing Shareholder Exemption. Qualifying shareholders who wish to participate in the Offering should contact the Company as detailed below.

The proceeds from the Offering will be used for general working capital.

A finder’s and/or administrative fee of up to 10% may be paid to registered representatives in connection with the Offering. The fee will be comprised of 50% cash and 50% common shares at $0.05 per share.

The Offering is subject to the acceptance of the TSX Venture Exchange and board approval.

For more information, please visit the Company’s website at www.opawica.com.

FOR FURTHER INFORMATION CONTACT:

Mark Lofthouse
Chairman, President and Chief Executive Officer
Opawica Explorations Inc.
Telephone: 604-681-3170
Fax: 604-681-3552

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

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Cordoba Minerals Announces Voting Results from Annual and Special Meeting of Shareholders

Toronto, Ontario–(Newsfile Corp. – June 29, 2018) – Cordoba Minerals Corp. (TSXV: CDB) (OTCQX: CDBMF) (“Cordoba” or the “Company”) today announces that at its Annual and Special Meeting of Shareholders (the ”Meeting”) held on June 28, 2018, all Directors nominated as listed in the Management Information Circular dated May 10, 2018, were re-elected. Shareholders voted to set the number of Directors at six (6) for the ensuing year.

The detailed results are as follows:

Director Votes
For
% Votes
Witheld
%
Eric Finlayson 148,397,560 99.87 194,868 0.13
Govind Friedland 148,300,840 99.80 291,588 0.20
Anthony (Tony) Makuch 145,965,810 98.23 2,626,618 1.77
Peter Meredith 147,400,610 99.20 1,191,818 0.80
William (Bill) Orchow 148,356,184 99.84 236,244 0.16
Ignacio Rosado 148,443,910 99.90 148,518 0.10

 

In addition, Cordoba reports that shareholders voted in favour of the appointment of Deloitte LLP as auditors of the Company for the ensuing year. Shareholders have also confirmed the existing stock option plan of the Company, as more particularly described in the management information circular of the Company dated May 10, 2018.

About Cordoba Minerals

Cordoba Minerals Corp. is a Toronto-based mineral exploration company focused on the exploration and acquisition of copper and gold projects in Colombia. Cordoba is currently focused on its 100%-owned San Matias Copper-Gold Project, which includes the advanced-stage Alacran Deposit, located in the Department of Cordoba. For further information, please visit www.cordobaminerals.com.

ON BEHALF OF THE COMPANY

Mario Stifano, President and CEO
Cordoba Minerals Corp.

For further information, please contact:

Evan Young, Director, Investor Relations
Email: eyoung@cordobamineralscorp.com
Phone: +1 (647) 808-2141

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

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SEC Chairman Clayton Invites Main Street Investors to ‘Tell Us’ About Their Investor Experience

Washington, D.C.–(Newsfile Corp. – June 29, 2018) – Securities and Exchange Commission Chairman Jay Clayton is inviting Main Street investors from around the country to ‘Tell Us’ about their investor experience through roundtable discussions in several cities. In these roundtables, Main Street investors will be able to speak directly with Chairman Jay Clayton and senior SEC staff about our efforts to enhance retail investor protection and promote choice and access to a variety of investment services and products.

“It has been incredibly informative and gratifying to talk with investors in their own backyards about their expectations regarding relationships with their investment professionals,” said Chairman Clayton.  “Our proposed rules are intended to match our rules with investor expectations and it is crucial that we hear directly from the investors themselves on how we can best ensure that result.”

Already, roundtable discussions about a recently proposed rule regarding the obligations of financial professionals to investors have taken place in Houston and Atlanta.  The next roundtables will take place in July in Miami, Washington, D.C., Philadelphia, and Denver. Investors who are unable to attend one of the roundtables in-person are invited to share their insights with the SEC by going to sec.gov/Tell-Us.

Details about the upcoming investor roundtables, including dates, times, and RSVP information, can found below. Attendees should be retail investors who work with a financial professional and have no affiliation with the financial services industry. Please note that space is limited.

  • [+] Miami | Monday, July 9, 2018

    Location: The University of Miami, Founders Hall, 1550 Brescia Ave., Coral Gables, FL 33146
    Time: 2:00 PM-3:30 PM (EDT)
    RSVP: Angela Cruz at axi204@miami.edu or at (305) 284-6554

  • [+] Washington, D.C. | Thursday, July 12, 2018

    Location: U.S. Securities and Exchange Commission, 100 F St., NE, Room 10000, Washington, DC 20549
    Time: 10:30 AM-11:30 AM (EDT)
    RSVP: Suzanne McGovern at at outreach@sec.gov or at 202-551-6459

  • [+] Philadelphia | Tuesday, July 17, 2018

    Location: U.S. Securities and Exchange Commission, Philadelphia Regional Office, 1617 John F Kennedy Blvd., Suite 520, Philadelphia, PA 19103
    Time: 11:00 AM-12:00 PM (EDT)
    RSVP: Suzanne McGovern at at outreach@sec.gov or at 202-551-6459

  • [+] Denver | Wednesday, July 25, 2018

    Location: U.S. Securities and Exchange Commission, Denver Regional Office, Byron G. Rogers Federal Building,11961 Stout St., Suite 1700, Denver, CO 80294-1961
    Time: 10:00 AM-11:30 (EDT)
    RSVP: Suzanne McGovern at at outreach@sec.gov or at 202-551-6459

The roundtable discussions provide an opportunity for the Chairman and staff to hear first-hand from those who will be directly impacted by the Commission’s rules. They also provide a chance for retail investors to share their views on key questions about their relationship with their investment professional that will help inform the disclosure outlined in the proposed rules.

In advance of each roundtable, participants are provided with documents to help inform the discussion: “Which Type of Account is Right for You – Brokerage, Investment Advisory or Both?”; and a feedback form that asks what they think about the summary that describes their relationship with their investment professional. Attendees are retail investors who work with an investment professional and have no affiliation with the financial services industry.

Please note: some roundtables will take place in SEC buildings. To gain entry into these buildings, please bring a valid driver’s license or other government-issued photo identification. The security process includes placing bags, phones, and other items through X-ray equipment. It is advisable to arrive 20 minutes before the start of the roundtable in order to go through security.

Background

On April 18, 2018, the Commission voted to propose a package of rulemakings and interpretations designed to enhance the quality and transparency of investors’ relationships with investment advisers and broker-dealers while preserving access to a variety of types of advice relationships and investment products.  For additional information, see the Commission’s press release, fact sheet and proposed Regulation Best Interest rule here

On April 24, 2018, Chairman Clayton issued a statement announcing that he had asked SEC staff to put together a series of roundtables focused on the retail investor to be held in different cities across the country.  The roundtables are intended to gather information directly from those most affected by the Commission’s rulemaking.

For general information about the investor roundtables, contact Suzanne McGovern from the SEC’s Office of Investor Education and Advocacy at outreach@sec.gov.

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SEC Charges Morgan Stanley in Connection With Failure to Detect or Prevent Misappropriation of Client Funds

Washington, D.C.–(Newsfile Corp. – June 29, 2018) – The Securities and Exchange Commission today announced that Morgan Stanley Smith Barney (MSSB) has agreed to pay a $3.6 million penalty and to accept certain undertakings for its failure to protect against its personnel misusing or misappropriating funds from client accounts. 

The SEC’s order finds that MSSB failed to have reasonably designed policies and procedures in place to prevent its advisory representatives from misusing or misappropriating funds from client accounts.  The order further finds that although MSSB’s policies provided for certain reviews of disbursement requests, the reviews were not reasonably designed to detect or prevent such potential misconduct. 

According to the SEC’s order, MSSB’s insufficient policies and procedures contributed to its failure to detect or prevent one of its advisory representatives, Barry F. Connell, from misusing or misappropriating approximately $7 million out of four advisory clients’ accounts in approximately 110 unauthorized transactions occurring over a period of nearly a year.   

“Investment advisers must view the safeguarding of client assets from misappropriation or misuse by their personnel as a critical aspect of investor protection,” said Sanjay Wadhwa, Senior Associate Director of the SEC’s New York Regional Office.  “Today’s order finds that Morgan Stanley fell short of its obligations in this regard.”

Without admitting or denying the findings, MSSB consented to the SEC’s order, which includes a $3.6 million penalty, a censure, a cease-and-desist order, and undertakings related to the firm’s policies and procedures.  Morgan Stanley previously repaid the four advisory clients in full plus interest. 

The SEC previously filed fraud charges against Barry Connell, who was also criminally charged by the U.S. Attorney’s Office for the Southern District of New York.  Both sets of charges as to Connell remain pending.

The SEC’s investigation has been conducted by Jonathan Grant and Wendy Tepperman, with assistance from George O’Kane and Dugan Bliss, and has been supervised by Mr. Wadhwa. 

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