Private placement -- non-brokered

Financing type:  non-brokered private placement

Gross proceeds:  $3,824,400.75

Offering:  10,198,402 listed shares

Offering price:  37.50 cents per listed share

Non-cash commissions:  56,000 finders' shares and 405,207 finders' warrants

Commission terms:  Each non-transferable warrant is exercisable at 37.5 cents for a two-year period.