The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced on Sept. 14, 2023.

Number of shares:  825,000 common shares; $742,500 of Class A Series 1 preferred shares, consisting of 825,000 Class A Series 1 preferred shares

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

Conversion terms of preferred shares:  825,000 preferred shares until Dec. 31, 2027, convertible into 4,125,000 common shares

Other terms of preferred shares:  Each preferred share is non-voting, carries a cumulative annual dividend of 12 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 after issuance is redeemable until Dec. 31, 2027, 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 are convertible into five common shares of the company at a price of 20 cents per common share.

Number of placees:  13 placees

Finder's fee:  $45,500

The company issued news releases on Oct. 2, 2023, and Jan. 10, 2024, confirming the closing of the private placement.