The TSX Venture Exchange has accepted for filing documentation with respect to a brokered private placement announced Sept. 13, 2023.

Convertible debentures:  2,838 units sold at a purchase price of $1,000 per unit, raising gross proceeds of $2,838,000 (Each unit comprises one unsecured convertible debenture in the principal amount of $1,000 and 1,538 common share purchase warrants.)

Conversion price:  Each debenture is convertible into 1,538 shares at 65 cents per share until maturity. Assuming full conversion, 2,838 debentures are convertible into up to 4,364,844 shares.

Maturity date:  Sept. 14, 2025, subject to forced conversion right as defined below

Warrants:  A total of 4,364,844 detachable warrants were issued. Each warrant entitles the holder to purchase one common share at the price of 71.5 cents per share for two years from the date of issuance, subject to an acceleration right.

Interest rate:  9 per cent per annum, payable semi-annually in arrears (Interest may be paid in cash or in shares. Any issuance of securities to settle accrued interest will require the prior approval of the exchange.)

Forced conversion right:  Provided that the closing price of the shares on the exchange is equal to or greater than 200 per cent of the conversion price for any 10 consecutive trading days, then at any time within 30 days after such 10th consecutive trading day, the corporation shall have the right, but not the obligation, to force the conversion of the principal amount of the debentures into shares at the conversion price in connection with a U.S. exchange listing or a change of control.

Number of placees:  22 placees

Total existing insider involvement:  $314,000 (six insiders)

Total pro group involvement:  $55,000 (two pro groups)

Agent's fee:  AGP/Alliance Global Partners, $175,439 cash and 154,184 agent warrants

Agent's warrant terms:  Each non-transferable warrant entitles the holder to purchase one common share at the price of 65 cents per share for period commencing on the date that is six months after the issuance date until the second anniversary of the issuance date.

Finder's fee:  $19,500 cash and 29,989 warrants

Finder's warrant terms:  Each non-transferable warrant entitles the holder to purchase one common share at the price of 65 cents per share for the period commencing on the date that is six months after the issuance date until the second anniversary of the issuance date.

The company issued a news release on Sept. 15, 2023, confirming the closing of the private placement. Note that in certain circumstances, the exchange may later extend the expiry date of the warrants if they are less than the maximum permitted term.