TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 13, 2017, January 26, 2017 and January 31, 2017:

    Number of Shares:       9,493,667 shares


    Purchase Price:                        $0.15 per share


    Warrants:                4,387,000 share purchase
                             warrants to purchase
                             4,387,000 shares


    Warrant Exercise Price:    $0.25 for a two year period


    Number of Placees:      43 Placees

    Insider /Pro Group
     Participation:

                                    Insider=Y /

    Name
                                    ProGroup=P  # of Shares


    Mark Billings                   Y                 7,000

    Martin Kepman                   Y                20,000

    Jacques Arsenault               Y                 7,000

    Stephen Roebuck                 Y                20,000

    Aggregate Pro Group Involvement P               200,000

      [2 Placees]

    Finder's Fee:  First Republic Capital Corporation $68,365.01
                   cash, 341,100 finder(1) warrants and 114,667
                   finder(2) warrants payable.

                   Canaccord Genuity Corp. $23,040 cash, 57,600
                   finder(1) warrants and 96,000 finder(2)
                   warrants payable.

                   Dominick Inc. $6,000 cash and 40,000 finder(1)
                   warrants payable.

                  -Each finder(1) warrant is convertible into
                   units with terms the same as the offering and
                   each finder(2) warrant is exercisable into
                   one share at $0.15 for two years from
                   closing.

Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]