Private placement -- non-brokered

Financing type:  non-brokered private placement

Gross proceeds:  $529,500

Offering:  10.59 million listed shares with 10.59 million warrants

Offering price:  five cents per listed share

Warrant exercise terms:  six cents per listed share for a five-year period

Non-cash commissions:  258,780 finders' warrants

Commission terms:  Each non-transferable warrant is exercisable at six cents for a five-year period.