The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced Oct. 12, 2023, and Nov. 27, 2023.

Convertible debentures:  $2,736,000 in outstanding principal amount of unsecured convertible debentures

Conversion price:  convertible into 13.68 million common shares at 20 cents per share

Maturity date:  five years from the date of issuance

Interest rate:  8 per cent per annum, paid annually

Redemption provision:  The company has the option, after 36 months from closing, to redeem the principal amount and any unpaid interest of the unsecured convertible debenture in cash, without penalty, at any time prior to the date of maturity, after 30 days of notice has been provided to the holder. The holder, within 10 days after receipt of the redemption notice, has the option to request for the conversion (principal amount only) of the unsecured convertible debentures, with interest paid in cash.

Number of placees:  13 placees

Total existing insider involvement:  $2,033,000 (one insider)

The company issued news releases on Oct. 18, 2023, and Dec. 19, 2023, confirming the closing of the private placement.