Pursuant to the terms of the agreement and further to a convertible debenture issued pursuant to a private placement originally accepted by the exchange effective May 5, 2022 (the original convertible debenture), the exchange has consented to a replacement of the original convertible debenture as follows:

Original convertible debenture conversion price:  $1.51

Replacement convertible debenture conversion price:  73 cents

Original convertible debenture maturity date:  April 21, 2025

Replacement convertible debenture maturity date:  Sept. 22, 2028

Original convertible debenture interest rate:  6 per cent

Replacement convertible interest rate:   7 per cent

All other details of the replacement convertible debenture remain unchanged from the original convertible debenture.

Private placement-non-brokered, convertible debenture/s

Pursuant to the terms of the agreement, the exchange has accepted for filing documentation with respect to a non-brokered private placement convertible debenture (the new convertible debenture) whereby the company added a conversion feature to the principal and interest of an existing promissory note in the amount of $14,768,962.02 (U.S.).

New convertible debenture:  $14,768,962.02 (U.S.)

Conversion price:   convertible into shares at 73 cents of principal outstanding

Maturity date:  Sept. 22, 2028

Interest rate:  7 per cent

Number of placees:  one placee

Aggregate existing insider involvement:  one insider, $14,768,962.02

For further details, please refer to the company's news releases dated Sept. 28, 2023, Nov. 24, 2023, and Jan. 22, 2024.