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FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION
FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION

Malaysian Reserve

time6 days ago

  • Business
  • Malaysian Reserve

FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION

/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES / VANCOUVER, BC, July 17, 2025 /CNW/ – Freeman Gold Corp. (TSXV: FMAN, OTCQB: FMANF, FSE: 3WU) ('Freeman' or the 'Company') is pleased to announce that it has arranged a non-brokered private placement financing (the 'Non-Brokered Private Placement') of 55,000,000 units of the Company ('Units') at a price of $0.10 per Unit for aggregate gross proceeds of $5.5 million. Each Unit is comprised of one common share of the Company and one transferable common share purchase warrant ('Warrant') that entitles the holder thereof to acquire one common share of the Company at a price of $0.18 per share for a period of 18 months from the date of its issue. The Non-Brokered Private Placement is fully allocated and will be led by cornerstone investments from a strategic investor group. The Company further announces that it intends to complete a non-brokered private placement of unsecured convertible debentures (the 'Debentures') for aggregate gross proceeds of $5 million, which will include participation by the strategic investor group that is participating in the Non-Brokered Private Placement. The combined proceeds from the Non-Brokered Private Placement and the Debentures offering (collectively, the 'Offering') will result in an additional $10.5 million to the Company. The Debentures will be unsecured obligations of the Company, mature five years from the date of issue and bear interest at a rate of 10% per annum. The principal outstanding under the Debentures will be convertible into common shares of the Company at any time, at the option of the holder, at a conversion price of $0.18 per share. Interest will be payable annually during the term and on maturity. Each Debenture holder can elect to receive the interest amount in common shares of the Company (subject to TSX Venture Exchange ('TSX-V') approval) or in cash, provided that any cash interest payable will be paid at maturity. Participants in the Debenture offering will also receive, for every $1,000 of Debentures, 5,556 transferable common share purchase warrants ('Debenture Warrants') that, for each Debenture Warrant, entitle the holder thereof to acquire one common share of the Company at a price of $0.22 per share for a period of 60 months from the date of its issue. Bassam Moubarak, Chief Executive Officer, stated 'Upon closing of the Offering Freeman will have approximately $16 million, excluding warrant exercises. The Board and senior management believe that the robust economics demonstrated in the 2023 PEA and recent 2025 pricing update make Lemhi a construction worthy asset. These funds will allow Freeman to leverage our extensive patented land position, simple processing flowsheet and straightforward permitting process to unlock significant shareholder value. These funds will ensure that Lemhi will be construction ready.' The Units to be issued under the Non-Brokered Private Placement and the Debentures to be issued under the Debenture offering are expected to be offered by way of applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions to 'accredited investors'. The Units issued pursuant to the Non-Brokered Private Placement and the Debentures issued pursuant to the Debenture offering, and the securities underlying the Units and Debentures, will be subject to the statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The proceeds of the Offering will be used for permitting of the Lemhi Gold project. The securities offered hereunder have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. The closing of the Offering is subject to the prior acceptance of the TSX-V and other closing conditions customary for a financing of this nature. Freeman also announces it has awarded 2,150,000 restricted share units, subject to the terms and conditions of the RSU Plan, to certain officers and independent directors of the Company. About the Company and Project Freeman Gold Corp. is a mineral exploration company focused on the development of its 100% owned Lemhi Gold project (the 'Project'). The Project comprises 30 square kilometres of highly prospective land, hosting a near-surface oxide gold resource. The pit constrained National Instrument 43-101 ('NI 43- 101') compliant mineral resource estimate is comprised of 988,100 ounces gold ('oz Au') at 1.0 gram per tonne ('g/t') in 30.02 million tonnes (4.7 million tonnes Measured (168,800 oz) & 25.5 million tonnes Indicated (819,300 oz)) and 256,000 oz Au at 1.04 g/t Au in 7.63 million tonnes (Inferred). The Company is focused on growing and advancing the Project towards a production decision. To date, 525 drill holes and 92,696 m of drilling has historically been completed (Murray K., Elfen, S.C., Mehrfert, P., Millard, J., Cooper, Schulte, M., Dufresne, M., NI 43-101 Technical Report and Preliminary Economic Assessment, dated November 20, 2023; The recently updated price sensitivity analysis (see Freeman's news release dated April 9, 2025) shows a PEA with an after-tax net present value (5%) of US$329 million and an internal rate of return of 28.2% using a base case gold price of US$2,200/oz; Average annual gold production of 75,900 oz Au for a total life-of-mine of 11.2 years payable output of 851,900 oz Au; life-of-mine cash costs of US$925/oz Au; and, all-in sustaining costs of US$1,105/oz Au using an initial capital expenditure of US$215 million*. *Note: Mineral resources that are not mineral reserves do not have demonstrated economic viability. The preliminary economic assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. The technical content of this release has been reviewed and approved by Dean Besserer, P. Geo., VP Exploration of the Company and a Qualified Person as defined by the NI 43-101. On Behalf of the CompanyBassam MoubarakChief Executive Officer Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements: This press release contains 'forward‐looking information or statements' within the meaning of Canadian securities laws, which may include, but are not limited to, statements regarding the Offering and the terms thereof, statements regarding the use of proceeds of the Offering, all statements related to the 2023 PEA, statements relating to exploration, results therefrom, and the Company's future business plans, and statements regarding the price sensitivity analysis and impact thereof on the evaluation of the Project's economic potential. All statements in this release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words 'expects,' 'plans', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that events or conditions 'will', 'would', 'may', 'could' or 'should' occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties, and assumptions. The reader is urged to refer to the Company's reports, publicly available on SEDAR+ at for a more complete discussion of such risk factors and their potential effects. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.

FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION
FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION

Cision Canada

time6 days ago

  • Business
  • Cision Canada

FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION

VANCOUVER, BC, July 17, 2025 /CNW/ - Freeman Gold Corp. (TSXV: FMAN, OTCQB: FMANF, FSE: 3WU) (" Freeman" or the " Company") is pleased to announce that it has arranged a non-brokered private placement financing (the " Non-Brokered Private Placement") of 55,000,000 units of the Company (" Units") at a price of $0.10 per Unit for aggregate gross proceeds of $5.5 million. Each Unit is comprised of one common share of the Company and one transferable common share purchase warrant (" Warrant") that entitles the holder thereof to acquire one common share of the Company at a price of $0.18 per share for a period of 18 months from the date of its issue. The Non-Brokered Private Placement is fully allocated and will be led by cornerstone investments from a strategic investor group. The Company further announces that it intends to complete a non-brokered private placement of unsecured convertible debentures (the " Debentures") for aggregate gross proceeds of $5 million, which will include participation by the strategic investor group that is participating in the Non-Brokered Private Placement. The combined proceeds from the Non-Brokered Private Placement and the Debentures offering (collectively, the " Offering") will result in an additional $10.5 million to the Company. The Debentures will be unsecured obligations of the Company, mature five years from the date of issue and bear interest at a rate of 10% per annum. The principal outstanding under the Debentures will be convertible into common shares of the Company at any time, at the option of the holder, at a conversion price of $0.18 per share. Interest will be payable annually during the term and on maturity. Each Debenture holder can elect to receive the interest amount in common shares of the Company (subject to TSX Venture Exchange (" TSX-V") approval) or in cash, provided that any cash interest payable will be paid at maturity. Participants in the Debenture offering will also receive, for every $1,000 of Debentures, 5,556 transferable common share purchase warrants (" Debenture Warrants") that, for each Debenture Warrant, entitle the holder thereof to acquire one common share of the Company at a price of $0.22 per share for a period of 60 months from the date of its issue. Bassam Moubarak, Chief Executive Officer, stated "Upon closing of the Offering Freeman will have approximately $16 million, excluding warrant exercises. The Board and senior management believe that the robust economics demonstrated in the 2023 PEA and recent 2025 pricing update make Lemhi a construction worthy asset. These funds will allow Freeman to leverage our extensive patented land position, simple processing flowsheet and straightforward permitting process to unlock significant shareholder value. These funds will ensure that Lemhi will be construction ready." The Units to be issued under the Non-Brokered Private Placement and the Debentures to be issued under the Debenture offering are expected to be offered by way of applicable prospectus exemptions in accordance with National Instrument 45-106 – Prospectus Exemptions to "accredited investors". The Units issued pursuant to the Non-Brokered Private Placement and the Debentures issued pursuant to the Debenture offering, and the securities underlying the Units and Debentures, will be subject to the statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The proceeds of the Offering will be used for permitting of the Lemhi Gold project. The securities offered hereunder have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. The closing of the Offering is subject to the prior acceptance of the TSX-V and other closing conditions customary for a financing of this nature. Freeman also announces it has awarded 2,150,000 restricted share units, subject to the terms and conditions of the RSU Plan, to certain officers and independent directors of the Company. About the Company and Project Freeman Gold Corp. is a mineral exploration company focused on the development of its 100% owned Lemhi Gold project (the "Project"). The Project comprises 30 square kilometres of highly prospective land, hosting a near-surface oxide gold resource. The pit constrained National Instrument 43-101 (" NI 43- 101") compliant mineral resource estimate is comprised of 988,100 ounces gold (" oz Au") at 1.0 gram per tonne (" g/t") in 30.02 million tonnes (4.7 million tonnes Measured (168,800 oz) & 25.5 million tonnes Indicated (819,300 oz)) and 256,000 oz Au at 1.04 g/t Au in 7.63 million tonnes (Inferred). The Company is focused on growing and advancing the Project towards a production decision. To date, 525 drill holes and 92,696 m of drilling has historically been completed (Murray K., Elfen, S.C., Mehrfert, P., Millard, J., Cooper, Schulte, M., Dufresne, M., NI 43-101 Technical Report and Preliminary Economic Assessment, dated November 20, 2023; The recently updated price sensitivity analysis (see Freeman's news release dated April 9, 2025) shows a PEA with an after-tax net present value (5%) of US$329 million and an internal rate of return of 28.2% using a base case gold price of US$2,200/oz; Average annual gold production of 75,900 oz Au for a total life-of-mine of 11.2 years payable output of 851,900 oz Au; life-of-mine cash costs of US$925/oz Au; and, all-in sustaining costs of US$1,105/oz Au using an initial capital expenditure of US$215 million*. *Note: Mineral resources that are not mineral reserves do not have demonstrated economic viability. The preliminary economic assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. The technical content of this release has been reviewed and approved by Dean Besserer, P. Geo., VP Exploration of the Company and a Qualified Person as defined by the NI 43-101. On Behalf of the Company Bassam Moubarak Chief Executive Officer Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements: This press release contains "forward‐looking information or statements" within the meaning of Canadian securities laws, which may include, but are not limited to, statements regarding the Offering and the terms thereof, statements regarding the use of proceeds of the Offering, all statements related to the 2023 PEA, statements relating to exploration, results therefrom, and the Company's future business plans, and statements regarding the price sensitivity analysis and impact thereof on the evaluation of the Project's economic potential. All statements in this release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties, and assumptions. The reader is urged to refer to the Company's reports, publicly available on SEDAR+ at for a more complete discussion of such risk factors and their potential effects. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.

Belgravia Hartford Announces USD$5M Convertible Secured Debenture with Round13 DAF & Closing of C$4M Private Placement
Belgravia Hartford Announces USD$5M Convertible Secured Debenture with Round13 DAF & Closing of C$4M Private Placement

National Post

time16-07-2025

  • Business
  • National Post

Belgravia Hartford Announces USD$5M Convertible Secured Debenture with Round13 DAF & Closing of C$4M Private Placement

Article content it has entered into a binding agreement with Round13 Digital Asset Fund (' Round13 DAF ') for a secured convertible debenture for a one-time principal amount investment of USD$5,000,000 (the ' Debenture ') convertible into common shares at C$0.71, being a 40% premium to the volume-weighted average trading price (the ' VWAP ') for the seven consecutive days immediately preceding the date of this announcement; and Article content as a result of this above-market Debenture, Belgravia has elected to voluntarily reduce its non-brokered private placement to close on 16,091,822 units (the ' Units ') at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55 (the ' Offering ') to the Company. Article content New USD$5 Million Round13 DAF Debenture Convertible at C$0.71 Article content The principal amount and interest of the Debenture is convertible into common shares of Belgravia at a conversion price (the ' Conversion Price ') of C$0.71, being a 40% premium to the VWAP for the seven consecutive days immediately preceding the date of this announcement. In the case that, at any time prior to the maturity date of the Debenture, the VWAP of Belgravia common shares equals or exceeds C$1.42, being 200% of the Conversion Price for 20-consecutive trading days of the common shares on the Canadian Securities Exchange (the ' CSE '), then 20% of the then-outstanding principal amount (together with a proportionate amount of accrued and unpaid interest) shall automatically convert into common shares of Belgravia without any further action of Round13 DAF. The Debenture bears interest at a rate of 4% per annum, accrued monthly, and matures two years from the closing date thereof. Article content Mehdi Azodi, CEO of Belgravia stated: 'This continued support from Round13 DAF, our lead strategic advisor and partner in all areas of Bitcoin-related finance, results in any new securities issued being set at a 40% premium to the price of Belgravia shares for the seven consecutive days immediately preceding the date of the announcement – a far less dilutive mechanism for Belgravia to achieve its stated goals. In addition, as a result of this Debenture, Belgravia has determined that it is in the best interests of our shareholders, to voluntarily cap the Offering at slightly more than 40% of its initial size'. Article content Mehdi Azodi continued: 'This path enables Belgravia to achieve an excess amount of additional Bitcoin than originally expected to our treasury but, most importantly, with almost 60% less dilution.' Article content Khaled Verjee, Managing Director of Round13 DAF added: 'We are extremely pleased to continue to support our partners and believe Belgravia is building an innovative business where Bitcoin treasury strategies play an integral role. From its innovative capital structures, protecting shareholder value, to its suite of, soon to be launched, Bitcoin focused technical tools designed to increase shareholder value and growth at a BTC level, Belgravia is well-positioned in this space. For a microcap to be thinking the way Belgravia is, and to have the technical team it does, it is in our opinion a recipe for long term success'. Article content Closing of Offering Article content As disclosed by press release on June 24, 2025, the Company announced a non-brokered private placement of Units. Under the Offering, each Unit consists of one common share of the Company (a ' Common Share ') and one-half of one Common Share purchase warrant (each whole warrant, a ' Warrant ') at a price of C$0.25 per Unit. Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of C$0.50 per share for a period of 12-months from the date of issuance. The Warrants will be subject to an acceleration clause whereby, if the closing price of the Common Shares on the CSE is greater than C$0.75 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof. In such case, the Warrants will expire 30-days after the date of such notice. Under the Offering, a total of 16,091,822Units were issued at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55. Article content No finders fees or commissions were paid to any party in connection with either the Offering or the Debenture. Article content In accordance with the policies of the CSE and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a hold period of four months and one day from the date of issuance. In addition, closing of the Debenture is subject to all rules, policies and procedures of the CSE. Article content Belgravia intends to use the proceeds of the Debenture and the Offering to purchase Bitcoin, in line with the Company's strategic objective of building a 100% Bitcoin only Treasury. Article content Article content Article content Article content

Explained: What are Wimbledon tennis Debentures, which the investors are using to make 75% profit
Explained: What are Wimbledon tennis Debentures, which the investors are using to make 75% profit

First Post

time03-07-2025

  • Business
  • First Post

Explained: What are Wimbledon tennis Debentures, which the investors are using to make 75% profit

Having realised the growing demand of fans wanting to be in attendance at the Centre Court, the Debenture holders are willing to trade the experience of witnessing Wimbledon live with the opportunity to make profit. We explain the whole story. read more For tennis stans all over the world, witnessing the likes of Novak Djokovic, Carlos Alcaraz, Iga Swiatek, etc, scamper live at the iconic Centre Court might be placed as a must do in their bucket list. Surprisingly, those who have the luxury and legitimate wherewithal to experience the Wimbledon action at their convenience any time during the scheduled two-week event are resorting to capitalism over enjoying the rally sequences while savouring the traditional delicacies- strawberries and cream. As per a new finding, owning Debentures has become so profitable that holders see it as an inexhaustible asset that can effortlessly fetch them quick, handsome bucks. STORY CONTINUES BELOW THIS AD What are Debentures? Owning a guaranteed seat on the Centre Court or No.1 court for five years is what is known as a Debenture seat. In other words, it is a one-time pass that will allow the holder to watch every Wimbledon match live while being in attendance at the Centre Court. Debentures offer wealthy tennis enthusiasts prime seats as well as VIP access to lounges and restaurants in the precinct of the All England Club. Leaving the privileges aside, the fanatics are selling the Debentures for a considerable profit. Why are the holders selling their Debentures? Having realised the growing demand of fans wanting to be in attendance at the Centre Court, and their tendency to pay a significant sum to live the Wimbledon experience, the Debenture holders are making the most of the asset they hold by offering it to the seekers. They offer to sell tickets for the days they can't attend the games. The Debenture seats for the future editions of Wimbledon, from 2026 to 2030, are being traded at over £200,000 ($275,300) once the final installment is included. This marks an overall profit of 75%, considering they went on sale last year for £116,000, according to market-maker Dowgate Capital. The market forces behind the rise As the valuations for global sporting franchises have soared over the years, the price of attending the flagship events has also followed the same trajectory. Ticket prices for the Premier League, which is touted as the most competitive European football league, have increased by a whopping 800% since 1990. Moreover, a seat at the 2024 Super Bowl was selling for an average of about $10,000. History of Wimbledon Debentures Wimbledon Debentures were first sold in 1920, the proceeds of which were used to fund the building of the Centre Court. From installing retractable roofs on the two main courts to building 12 new courts in the last six years, Debentures have come in handy for almost everything. Debentures are all-pervasive Debentures are not confined to only Wimbledon, as from Arsenal football club to the Minnesota Vikings, the instrument is prevalent in many sections of the sporting world.

John Brussa files Early Warning Report in respect of Crown Capital Partners Inc.
John Brussa files Early Warning Report in respect of Crown Capital Partners Inc.

Cision Canada

time02-07-2025

  • Business
  • Cision Canada

John Brussa files Early Warning Report in respect of Crown Capital Partners Inc.

CALGARY, AB, July 2, 2025 /CNW/ - John Brussa (2400, 525 – 8th Avenue SW, Calgary, Alberta T2P 1G1), a director of Crown Capital Partners Inc. (the "Corporation"), today announces that he has subscribed for 10% convertible redeemable secured subordinated debentures of the Corporation in the principal amount of $575,000 due December 31, 2026 (the "Debentures") pursuant to a private placement offering of the Debentures (the "Offering") and he has been issued 56,616 common shares of the Corporation ("Common Shares") at a deemed price of $1.10 per Common Share in lieu of cash compensation owed to him by the Corporation (the "Settlement Share Issuance" and together with the Offering, the "Transactions"). Commencing on June 30, 2026, the Debentures are convertible at the option of Mr. Brussa into up to 575,000 Common Shares at a price as low as $1.00 per Common Share, as described in the Corporation's press release dated June 30, 2025. Immediately prior to the Transactions, Mr. Brussa, directly or indirectly, had beneficial ownership of, or control and/or direction over, 317,000 Common Shares, representing approximately 5.59% of the issued and outstanding Common Shares. Immediately following the Transactions, Mr. Brussa, assuming the full conversion of the Debentures at the lowest price per Common Share would, directly or indirectly, have beneficial ownership of, or control and/or direction over, 948,616 Common Shares, representing approximately 14.48% of the issued and outstanding Common Shares or an increase in Mr. Brussa's securityholding percentage of approximately 8.89% of the issued and outstanding Common Shares. Mr. Brussa also has beneficial ownership of, or control and/or direction of 28,750 Common Share purchase warrants of the Corporation. If all of these warrants were exercised, and the Debentures were fully converted at the lowest price per Common Share, pursuant to the terms of the Debentures, Mr. Brussa would beneficial own, or control and/or direct 977,366 Common Shares, representing approximately 14.85% of all of the issued and outstanding Common Shares following such exercises and conversion. The Debenture and Common Shares acquired by Mr. Brussa pursuant to the Offering were acquired for investment purposes. Mr. Brussa has no current intention to acquire ownership of, or control over, additional securities of the Corporation. Immediately prior to the Transactions, the Corporation had 5,672,646 Common Shares issued and outstanding. Upon completion of the Transactions and the full conversion of the Debentures held by Mr. Brussa, the Corporation would have 6,552,832 Common Shares issued and outstanding.

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