The TSX Venture Exchange has accepted for filing documentation with respect to a brokered private placement announced Dec. 21, 2022.

Convertible debenture:  5,500 units for an aggregate of $5.5-million in outstanding principal amount of unsecured convertible debentures (Each unit consisted of a $1,000 convertible debenture (convertible into 3,846 common shares) and 3,846 detachable warrants.)

Conversion price:  convertible into 21,153,000 common shares at 26 cents per share, subject to adjustment in certain events

Maturity date:  Dec. 31, 2025

Interest rate:  14 per cent per annum, paid semi-annually in arrears

Change of control provision:  If a holder elects to convert its convertible debentures in connection with a change of control prior to the maturity date, the holder will be entitled to receive additional common shares as a make-whole premium on conversion in certain circumstances in accordance with the debenture indenture agreement dated Feb. 8, 2023.

Forced redemption provision:  At the option of the company, at any time on and after Dec. 31, 2023, the convertible debentures will be redeemable at a price equal to 107 per cent of the principal amount thereof plus any accrued and unpaid interest up to the date of redemption. The company shall provide not more than 60 days and not less than 30 days of prior notice of redemption.

Detachable warrants:  21,153,000 share purchase warrants to purchase 21,153,000 shares

Detachable warrant price:  32 cents exercisable until Feb. 8, 2026

Warrant acceleration provision:  Four months after closing and one day after the escrow release date, if the volume-weighted average price (VWAP) exceeds 65 cents for 20 consecutive trading days, the acceleration provision is triggered.

Number of placees:  two placees

Finder's fee:  $330,000

The company issued a news release on Jan. 10, 2023, and Feb. 6, 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.