Financing type:  non-brokered private placement

Offering:  $10.5-million (U.S.) principal amount of convertible debentures, convertible into 19,842,083 listed shares

Conversion price:  52.917 U.S. cents (72 Canadian cents) per listed share

Maturity date:  25 months from issuance

Interest rate:  8 per cent per annum (subject to adjustment) and maximum effective interest rate capped at 24 per cent per year

Commissions in securities:  992,104 finders' warrants

Commission terms:  Each non-transferable warrant is exercisable at 72 Canadian cents for a five-year period.

Disclosure:  Refer to the company's news releases dated July 23, 2025, Nov. 3, 2025, and Nov. 10, 2025.