PHASE ONE FINANCING

$2.1

million private

placement

6

million

shares

$0.35

per

share

Each Unit will consist of one common share and one-half of one common share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one common share in the capital of the Company for a period of 24 months at an exercise price equal to $0.70 per share.