Braingrid Completes Shares for Debt Issuance and Convertible Debenture Financing

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – Braingrid Limited (CSE: BGRD) (“Braingrid” or the “Company”), a global provider of cultivation analytics using its affordable, scalable and easy-to-deploy sensor platforms for precision agriculture, wishes to announce the completion of two transactions.

Pursuant to an Advisory Agreement with Michael Frank (the “Advisor”) dated as of the 1st day of January 2019, the Company issued 100,000 common shares in payment for his services from January 1, 2019 to April 30, 2019. The Advisor provided consulting and support services including the ongoing assessment of available methods of financing operations and undertakings of the Company; the introduction of appropriate businesses to the Company for acquisition and merger; and conversations and attendances with stock brokers and other third party investors to create awareness and investment in the Company. Compensation was fixed at $5,000 per month and payable in common shares in the capital of the Company at a deemed issue price of $0.20 per share. The agreement with the Advisor also provided for the payment of certain success fees in the event of the completion of certain transactions however as no transactions were completed, no success fee was earned or paid.

A second transaction with Bankwell Realty Inc. (the “Lender”) was completed by the Company today whereby the Company issued a $100,000 secured convertible debenture. The loan bears interest at a rate of 18% per annum, matures on August 16, 2019 and is secured by a general security agreement. The principal amount of the debenture, fees and interest thereon may be converted into units of the Company at a conversion price of $0.09 per unit. Each unit will be comprised of one common share and one common share purchase warrant of the Company. Each warrant will be exercisable into one common share of the Company at an exercise price of $0.09 per share at any time on or before the second anniversary of the issuance of the warrants. In connection with the completion of the financing the Company agreed to pay the Lender a commitment fee of $5,000 and issue 250,000 common share purchase warrants to the Lender, each exercisable at any time on or before May 17, 2024 into one common share of the Company at an exercise price of $0.09 per share. Braingrid may pre-pay the debenture at any time and is obligated to repay the debenture in the event that it receives long term funding.

The securities issued by the Company as set out in this press release are subject to a hold period of four months and one day.

Media Contact:

Braingrid
Doug Harris
Chief Financial Officer
416-480.2488
ir@braingrid.io
www.braingrid.io

About Braingrid:

Braingrid is a global technology company committed to the best interests of the precision agriculture industry for the long term. We provide valuable grow analytics by capturing real-time data using our technology platform to increase revenues, reduce costs, risks and improve yield – making it easier for the grower to operate efficiently and effectively. The Company is listed on the CSE under the symbol BGRD.

FORWARD-LOOKING INFORMATION

This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of Braingrid. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Braingrid to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although Braingrid believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Braingrid assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44891

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Pure Energy Minerals Calls Special Meeting for Shareholder Approval

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – Pure Energy Minerals Limited (TSXV: PE) (the “Company” or “Pure Energy”) announces that it has distributed to all shareholders, by mail or email, its Notice of Meeting, Information Circular and Proxy (the “AGM Package”), for an annual general and special meeting to be held on May 28, 2019 at 9:30 a.m. Pacific time, at 1040 W. Georgia St., #1500, Vancouver, British Columbia, Canada.

The Board has unanimously determined that the terms of the earn-in transaction to be voted upon by shareholders, as disclosed in a news release dated May 1, 2019, are in the best interests of the Company, are fair and reasonable to the Company, and unanimously recommends that shareholders vote in favour of the resolutions contained in the AGM Package.

The AGM Package has been posted to the Company’s website at http://www.pureenergyminerals.com/2019-annual-and-special-meeting/ as well as on SEDAR (www.sedar.com). Shareholders are urged to download a copy of the AGM Package, if not already received by mail, and to vote in favour of the special resolution therein. The transaction will not become effective without the affirmative vote of at least two-thirds of the votes cast by Pure Energy shareholders who vote in person or by proxy on the special resolution at the Meeting.

About Pure Energy Minerals

Pure Energy Minerals is a lithium resource developer that is driven to become a low-cost supplier for the growing lithium battery industry. Pure Energy has consolidated a pre-eminent land position at its Clayton Valley Project in the Clayton Valley of central Nevada for the exploration and development of lithium resources, comprising 948 claims over 23,360 acres (9,450 hectares), representing the largest mineral land holdings in the valley. Pure Energy’s Clayton Valley Project adjoins and surrounds on three sides the Silver Peak lithium brine mine operated by Albemarle Corporation. The Company has completed a Preliminary Economic Assessment (“PEA”) for the Clayton Valley Project (news releases of June 26, 2017 and April 5, 2018).

Quality Assurance

Walter Weinig, Professional Geologist and Qualified Person as designated by the Mining and Metallurgical Society of America (MMSA registration #01529QP), is a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects and supervised the preparation of the scientific and technical information that forms the basis for this news release. Mr. Weinig is not independent of the Company, as he is a former officer.

ON BEHALF OF THE BOARD

“Mary L. Little”
Mary L. Little
Director

CONTACT:

Pure Energy Minerals Limited (www.pureenergyminerals.com)
Email: info@pureenergyminerals.com
Telephone: 604 608 6611

Cautionary Statements and Forward-Looking Information

The information in this news release contains forward looking information within the meaning of applicable securities laws. Often, but not always, forward looking information can be identified by the use of words such as “will”, “expects”, “intends” and similar expressions as they relate to the Company. In particular, this press release contains forward-looking information relating to the exploration and development of the Clayton Valley Project and the proposed transactions with the Investor. Forward looking information pertaining to the Company is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking information. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

The Company does not undertake to update any forward-looking information, except as required by applicable laws.

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

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

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44890

Carube Copper Announces Stock Option Grant

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – Carube Copper Corp. (TSXV: CUC) (“Carube Copper” or the “Company”) announces that it has granted stock options for a total of 6,200,000 common shares to officers and directors of the Company. These stock options are exercisable at $0.08 per share and will expire on May 15, 2024. These stock options vest immediately on the grant date and are governed by the terms and conditions of the Company’s stock option plan.

Following this stock option grant, the Company has a total of 15,135,000 stock options outstanding representing approximately 8.9% of the outstanding common shares of the Company. This stock option grant is subject to acceptance by the TSX Venture Exchange.

ABOUT CARUBE COPPER

Carube Copper is focused on creating substantive long-term value for its shareholders through the discovery and development of world class copper and gold deposits. Carube currently holds a 100% interest in 11 licenses covering 535 km2 of highly prospective copper-gold terrain in Jamaica, a 100% interest in three porphyry copper-gold properties covering 492 km2 within the Cascade Magmatic Arc in southwestern British Columbia and a 100% interest in the 46 km2 Stewart Brook Gold Project in the Meguma Gold Belt of Nova Scotia. Carube is actively searching for additional high potential copper and gold properties to add to its portfolio.

Stephen Hughes, CEO and President +1 (647) 517-4574 • shughes@carubecopper.com
Jeff Ackert, Vice President, Business Development • +1 (647) 957-2249 • jackert@carubecopper.com
www.carubecopper.com

Neither 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.

DISCLAIMER & FORWARD-LOOKING STATEMENTS

This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward-looking statements are based on assumptions and address future events and conditions, and by their very nature involve inherent risks and uncertainties. Although these statements are based on currently available information, Carube Copper Corp. provides no assurance that actual results will meet management’s expectations. Factors which cause results to differ materially are set out in the Company’s documents filed on SEDAR. Undue reliance should not be placed on “forward looking statements”.
IMPORTANT NOTICE: Carube Copper hereby incorporates the entire disclaimer set forth on its website at http://www.carubecopper.com/uploads/1/6/5/2/16521880/disclaimers-and-forward-statements.pdf

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44886

Relay Medical Announces Closing of Private Placement for Proceeds of Over $1.5M

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – Relay Medical Corp. (CSE: RELA) (OTCQB: RYMDF) FSE: EIY2) (“Relay” or the “Company“), a developer of MedTech innovation, is pleased to announce the closing of a private placement financing (the “Offering“) for gross proceeds of $1,532,500 through the issuance of 7,662,500 Units (each, a “Unit“) at a price of $0.20 per unit.

Each Unit is comprised of: (i) one common share in the capital of the Company (each a “Common Share“); (ii) one Common Share purchase warrant (each, a “ Warrant“). Each whole Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.30 on or before November 17, 2020.

Gross proceeds raised from the Offering will be used for working capital and general corporate purposes. The securities issued upon closing of the Offering are subject to a hold period until September 18, 2019, pursuant to applicable securities laws.

Certain eligible persons (the “Finders“) were paid a cash commission equal to 8% of the proceeds raised from subscribers introduced to the Company by such Finder and also issued an aggregate of 93,200 finder warrants (the “Finder Warrants“) to Finders, each Finder Warrant entitling the holder to acquire one Unit at a price of $0.20 for a period of eighteen (18) months from the date of issuance.

Certain insiders of the Company participated in the First Tranche of the Offering, purchasing an aggregate of 517,500 Units. The participation of such insiders constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(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, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.

About Relay Medical Corp.

Relay Medical is an evolving “Integrated MedTech Accelerator” headquartered in Toronto, Canada, acquiring early-stage technologies and inventions, advancing and preparing them for pre-commercial acquisitions in the HealthTech marketplace. By integrating the funding, development and exit process into one organization led and managed by one expert team, Relay Medical is building the capacity to accelerate and transact technologies with high efficiency and grow into a leading engine for MedTech innovation in the global HealthTech marketplace.

Website: www.relaymedical.com

Contact:
W. Clark Kent
President
Relay Medical Corp.
Office. 647-872-9982 ext. 2
TF. 1-844-247-6633 ext. 2
investor.relations@relaymedical.com

Bernhard Langer
EU Investor Relations
Office. +49 (0) 177 774 2314
Email: blanger@relaymedical.com

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the commercialization plans for UXD described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which filings are available at www.sedar.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44883

SilverCrest Metals Ltd., Las Chispas Ranked Top 10 Highest Grade Silver & Gold Deposits, CEO Clip Video

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – CEO of SilverCrest Metals Eric Fier speaks about how their key project, Las Chispas, has been written up as being in the top 10 in the world for highest grade silver-gold deposits.

If you cannot view the video above, please visit:
https://www.b-tv.com/silvercrest-eric-fier-ceo-clip/

SilverCrest Metals Ltd. is being featured on BNN Bloomberg on May 18 – May 19, 2019, throughout the day and evenings.

SilverCrest Metals Ltd. (TSXV: SIL) (NYSE: SILV)

silvercrestmetals.com

About CEO Clips:

CEO Clips is the largest library of publicly traded company CEO videos in Canada and the US. These 90 second video profiles broadcast on national TV and online via 15 top financial sites including: Thomson Reuters, Bloomberg, Yahoo! Finance and Stockhouse.com.

BTV – Business Television/CEO Clips Contact: Trina Schlingmann (604) 664-7401 x 5 trina@b-tv.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44885

Spacefy Inc., Connecting Creatives with Locations to Create, CEO Clip Video

Vancouver, British Columbia–(Newsfile Corp. – May 17, 2019) – Russ Patterson, CEO of Spacefy, speaks about the company’s online marketplace for creative spaces.

If you cannot view the video above, please visit:
https://www.b-tv.com/spacefy-short-term-space-rentals-ceo-clip-90sec/

Spacefy Inc. is being featured on BNN Bloomberg on May 18 – May 19, 2019, throughout the day and evenings.

Spacefy Inc. (CSE: SPFY)

www.spacefy.com

About CEO Clips:

CEO Clips is the largest library of publicly traded company CEO videos in Canada and the US. These 90 second video profiles broadcast on national TV and online via 15 top financial sites including: Thomson Reuters, Bloomberg, Yahoo! Finance and Stockhouse.com.

BTV – Business Television/CEO Clips Contact: Trina Schlingmann (604) 664-7401 x 5 trina@b-tv.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44884

First Global Provides Update on Sale of Assets and Go Forward Plan

Toronto, Ontario–(Newsfile Corp. – May 17, 2019) – First Global Data Ltd. (TSXV: FGD) (OTC Pink: FGBDF) (FSE: 1G5) (“First Global” or the “Company”) is pleased to provide the following updates and strategic plan going forward.

Important Changes

Since January 2019, First Global has been in transition. It started with the resignations of its long time CEO and COO as well as the entire board that had run the Company for several years.

A group of shareholders and senior creditors, along with senior management, resolved to stabilize the organization and prepare for the next phase of the Company. A new board was appointed, featuring a majority of independent directors who bring diverse experiences, corporate governance know-how, business acumen and fresh perspective. In addition to this, the Board has begun the process of looking for a new management team. It has identified several possible candidates and hired a highly qualified Chief Compliance Officer for its US entity.

The current board is actively involved in all decisions of the organization. In the interests of austerity, the Company over the last few months has dramatically reduced its workforce and operating expenses. It has reduced staffing from approximately sixty people in late 2018 to just four at present. The Company has also reduced its three large offices to two smaller offices.

Going Forward

The Company has been cease-traded by order of the Ontario Securities Commission (“CTO”) for over a year and, as a consequence of its resulting financial situation, has decided to sell assets to both meet obligations as well as to re-align its long-term business strategy into what it has concluded to be more sustainable, responsible and beneficial to shareholders and other stakeholders in the future.

To this end senior management, the board and senior lenders have been reviewing all strategic options, including but not limited to the sale of all assets. The Company has reached out to various parties that would have an interest in its domestic and international money remittance divisions as well as its technology platforms and hosted technology, and has entertained various negotiations and non-binding offers.

Sale of Assets

First Global is pleased to announce that it successfully completed, effective May 2, 2019, the sale of its existing international operations (i.e. all operations excluding Canada and US) to Nanpersaud & Company Ltd., an arm’s-length third party purchaser. While the Company received some cash to address its immediate needs from this sale, more importantly, it will also continue to receive a royalty payment on a quarterly basis on gross revenue for the next eight years per the terms of the agreement. The Company anticipates that this royalty will take a few months to become meaningful, but also anticipates that such royalty could be significant if the purchaser commits the right resources and focus to develop those international markets. However, the Company has no control over the purchaser and, therefore, there can be no assurance that any such anticipated results will materialise as hoped.

First Global has also reached an agreement to sell its US licensed business to an arm’s-length third party by the name of Azira Corporation, subject to any required regulatory approval. The terms of the agreement include that the aggregate purchase price will be $5.0M USD for 95% interest in FGMI, on an “as is, where is basis” with such price being paid as: (a) $1.0M USD in cash, with a minimum of $250,000 USD upon closing and the remaining outstanding amount of $750,000 USD being paid within 150 days, and (b) $4.0M USD being paid as a royalty, as eight percent of gross revenues from FGMI, on a monthly basis with reporting and payments being due within five business days of each month end. The buyer will assume day-to-day operations and all related costs and responsibilities, with any intercompany loans being forgiven, at the time of closing, which shall occur on or before May 30th, 2019 unless otherwise extended by agreement of the parties.

New Strategy

First Global intends to transform itself from a technology developer and vendor, as well as a bricks and mortar money transmitter in the USA and Canada, into a pure online money transmitter, eWallet, and hosted solutions provider focused on inbound and outbound money transmissions from and to (as well as within) Canada and the USA. The Company understands that this is a significant evolution from its past and current business that will require a realignment of the strategic direction and focus of the business. This will also mean that the roles and people required on a go-forward basis will be different than in the past. To that end, the Company has begun a human resource realignment and intends to continue with the same over the next year. The Company also intends to abandon ambitions of developing or acquiring companies so as to control and own all software. Going forward the Company plans to partner with technology developers rather than focus on internally developing all of its software. Doing so will potentially allow the Company to dramatically reduce personnel and staffing costs, while looking to review shareholder relationships and leveraging its channel partners for sales. However, no such partnership or co-ventures with developers have yet materialized and there can be no assurance that the Company will be in a position to do so. In addition, given the Company’s current financial condition, there can be no assurance as to the Company’s ability to execute on this plan or its ability to acquire the people and resources needed to do so.

Funding

As a result of First Global being subject to the CTO for over a year, the Company has faced funding-related challenges. To pursue its new initiatives, the Company understands and anticipates that a major round of funding and capitalization will be required in the near term. As such, the Company is currently considering options such as a significant debt-for-equity conversion program. However, any such program would require a partial revocation order of the current CTO from the Ontario Securities Commission. The same requirement would apply to any private placement or other financing. There can be no assurance that the Ontario Securities Commission will grant any such partial revocation order.

Background

First Global is an international financial services technology (“FINTECH”) company based in Ontario.

For further information please contact:
Ruth Fraser, Manager
First Global Data Limited
Email: rfraser@firstglobaldata.com
Tel: 416 504-3813

Caution:

Neither TSX Venture Exchange Inc. (“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.

The securities offered have not been registered under the U.S. 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 requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.

FORWARD LOOKING INFORMATION

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction.

This press release contains certain “forward-looking information”. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, the plans, initiatives and strategies of the Company, its anticipated needs for funding, its anticipated sale of assets to Azira Corporation the implementation of a debt-for-equity program or the application to, and granting by, the Ontario Securities Commission of any partial revocation order) constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, the ability of the Company to complete the sale transaction with Azira Corporation and raise sufficient funds in a timely manner.

Forward- looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations, include, but are not limited to, the inability of the Company to complete the purchase transaction with Azira Corporation on satisfactory terms, if at all, the Company’s failure to obtain a partial revocation order, the Company’s inability to execute on its future plans and initiatives as currently contemplated or its failure to attract investors or to complete any shares-for-debt conversions with creditors.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/44882