The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced on Oct. 25, 2022, and Dec. 8, 2022.

Number of shares:  114,000 common shares; $102,600 of Class A Series 1 preferred shares, consisting of 114,000 Class A Series 1 preferred shares

Purchase price:  10 cents per common share; 90 cents per preferred share

Conversion terms of preferred shares:  114,000 preferred shares convertible into 285,000 common shares until Dec. 31, 2027

Other terms of preferred shares:  Each preferred share is non-voting, carries a cumulative annual dividend of 8 per cent, payable quarterly, along with a top-up dividend of 25 per cent of the company's EBITDA (earnings before interest, taxes, depreciation and amortization) above $2-million per year, divided by the then outstanding preferred shares. Each preferred share is redeemable on the fifth anniversary after issuance at a price of $1 per preferred share together with all accrued and unpaid dividends or at a price of $1.10 per preferred share if redeemed any time prior to the redemption date, and convertible into 2.5 common shares of the company at a price of 40 cents per common share.

Number of placees:  five placees

Finder's fee:  $6,840

The company issued a news release on Jan. 16, 2023, confirming the closing of the private placement.