The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement.

Convertible debenture:  $365,000

Conversion price:  convertible into units consisting of 7.3 million common shares at five cents of principal outstanding

Maturity date:  12 months from issuance

Warrants:  7.3 million detachable warrants; each warrant will have a term of 12 months 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 six cents

Interest rate:  9 per cent per annum

Number of placees:  seven placees

Insiders:  one insider, 800,000 units

Finder's fee:  455,000 shares, 1,365,000 warrants

Finders are paid 455,000 units, and 455,000 finder warrants exercisable into units. Each unit consists of one share and one warrant. Each finder warrant entitles the holder to purchase one unit same as the offering at the price of five cents for a one-year period. Each warrant entitles the holder to purchase one common share at the price of six cents for a one-year period.

The company issued a news release on Oct. 27, 2023, confirming the closing of the private placement.