OFFERING:               Private placement of units of Simberi (the "Units")
                        consisting of common shares in the capital of 
                        Simberi (the "Common Shares") at $0.01 per share and
                        warrants to purchase Common Shares at an exercise 
                        price of $0.05 in the first year and $0.10 in the 
                        second year (the "Warrants"). The expiry date for 
                        the exercise of the Warrants will be accelerated in
                        the event that the Common Shares trade at or above
                        $0.07 in the first year or $0.13 in the second year
                        for a period of five consecutive trading days.
                        Commissions may be paid to placement advisors.

ISSUE PRICE:            CDN$5,000 per unit, which consists of 500,000
                        Common Shares and 500,000 Warrants. Minimum purchase
                        of one unit or $5000.

ISSUE SIZE:             A maximum offering of CDN$500,000 (the "Offering").

HOLD PERIOD:            The Common Shares and the Warrants will be subject 
                        to a four month hold period.

SELLING JURISDICTIONS:  The Units will be offered by way of applicable 
                        private placement exemptions in all of the provinces
                        of Canada and to certain international subscribers 
                        with the exception of the United States 
                        (collectively, the "Subscribers").

CLOSING DATE:           January 30, 2009 or such other date as mutually 
                        agreed upon between the Corporation and the 
                        Subscribers (the "Closing Date").