In November, 2014, the Company entered into an agreement for a private placement on a “best-efforts”

basis in accordance with the “accredited investor” exemption found in section 2.3 of National Instrument

45-106, Prospectus and Registration Exemptions. The Board has approved a raise of up to Cdn

$3,500,000 or 5,000,000 Units, with each Unit consisting of one common share and one common share

purchase warrant. The conditional approval letter from the TSX allows for the closing of the transaction

at any time up to February 1, 2015 at a subscription price of Cdn $0.70 per Unit, each Unit consisting of

one common shares of the Company and on common share purchase warrant (the "Warrant"), each

whole Warrant exercisable for one common share at a price of Cdn $1.05 per share, with a term of 36

months from the closing date. TSX understands that up to an additional 700,000 Units may be issued as

broker warrants with the same terms as the Units and Warrants described above.

The TSX has confirmed that the controlling shareholder may participate in a share loan and pledge

transaction, loaning freely tradable shares to certain subscribers. TSX also further confirms that the

controlling shareholder will not be receiving any fees or other consideration in connection with the loan

and pledge transaction.

TSX has accepted notice of the proposed private placement, and has conditionally approved for listing

up to an additional 10,700,000 common shares issuable thereto.

On December 24, 2014, the Company received the first tranche of this financing, totaling $558.