Financing type:  non-brokered private placement

Offering:  $3,808,269.26 principal amount of convertible debenture, convertible into a maximum of 20,043,522 listed shares

Conversion price:  35 cents per listed share, subject to adjustment to a minimum conversion price of 19 cents per listed share, in the event that the company issues a convertible debenture or other similar debt-like instrument convertible into common shares to any person (other than the subscriber of the private placement or any of its affiliates) pursuant to a transaction that is not a common share reorganization, rights offering or capital reorganization, in any such case at an effective conversion or exercise price (net of all fees and commissions associated with such subscription) that is less than the conversion price at the time of such issuance

Maturity date:  three years following the closing date

Interest rate:  9.5 per cent per year

Warrant exercise terms:  The company did not grant warrants pursuant to the private placement.

Non-cash commissions:  nil

Public disclosure:  Refer to the company's news releases dated Oct. 10, 2024, and Oct. 17, 2024.