The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced on Jan. 16, 2023.

Convertible debenture:  $1.25-million

Conversion price:  convertible into shares consisting of up to 3,125,000 common shares at 40 cents of financed principal outstanding at any time prior to the maturity date.

Maturity date:  24 months from the date of issuance

Warrants:  3,125,000 detachable common share purchase warrants (Each warrant will have a term of two years from the date of issuance of the notes and entitle the holder to purchase one common share. The warrants are exercisable at the price of 70 cents in both years 1 and 2.)

Interest rate:  non-interest-bearing (However, debentures have an original issue discount feature of 10 per cent and a one-year anniversary increase amount of 10 per cent. Both amounts can be converted into shares at the greater of: (1) market price or higher, at the time of settlement; and (2) the conversion price of 40 cents. Anything else will be subject to exchange approval.)

Number of placees:  one placee

The company issued a news release on Jan. 16, 2023, confirming the closing of the private placement. Note that in certain circumstances the exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.