(a)
|
a description of the transaction and its material terms:
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(b)
|
the purpose and business reasons for the transaction:
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(c)
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the anticipated effect of the transaction on the issuer’s business and affairs:
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(d)
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a description of:
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(i) |
the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
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(ii) |
the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially
owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
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Name and Position
|
Dollar Amount of Debt Settlement
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Number of Shares to be Issued
|
No. of Securities Held prior to Closing of the Debt Settlement
|
Percentage of Issued and Outstanding Securities prior to Closing of the Debt Settlement
|
No. of Securities Held After Closing of the Debt Settlement
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Percentage of Issued and Outstanding Securities After Closing of the Debt Settlement
|
David Hall
Chairman and Director |
$36,764.24
|
77,398 Shares
|
Undiluted:
173,926
Diluted: 348,926(1)
|
Undiluted: 0.7%(2)
Diluted:
1.3%(3) |
Undiluted:
251,324
Diluted: 426,324(4)
|
Undiluted:
0.9%(5) Diluted:
1.5%(6) |
Peter Lowry
Director |
$170,000
|
357,895 Shares
|
Undiluted:
265,000
Diluted: 345,000(7)
|
Undiluted: 0.9%(2)
Diluted:
1.3%(8) |
Undiluted:
622,895
Diluted: 702,895(9) |
Undiluted:
2.3%(5) Diluted:
2.5%(10) |
Geoff MacKay
Director |
$27,704.51
|
58,325 Shares
|
Undiluted:
Nil
Diluted: 95,000(11)
|
Undiluted: 0%
Diluted:
0.2%(12) |
Undiluted:
58,325
Diluted: 153,325(13)
|
Undiluted:
0.2%(5) Diluted:
0.6%(14) |
Kevin McElwee
Chief Scientific Officer |
$26,250.00
|
55,263 Shares(11)
|
Undiluted:
424,172(15)
Diluted: 574,172(16)
|
Undiluted: 1.6%(2)
Diluted:
2.1%(17) |
Undiluted:
479,435
Diluted: 629,435(18)
|
Undiluted:
1.7%(5) Diluted:
2.3%(19) |
Peter Lewis
Director |
$17,000.00
|
35,789
|
Undiluted:
5,000
Diluted: 95,000(20)
|
Undiluted: 0.02%(2)
Diluted:
0.35%(21) |
Undiluted:
40,789
Diluted: 130,789(22)
|
Undiluted:
0.15%(5) Diluted:
0.47%(23) |
(1) |
Comprised of: (i) 173,926 Shares held directly by Mr. Hall, and (ii) 175,000 options held directly by Mr. Hall, each of which is exercisable into one Share, of which
75,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 100,000 are exercisable at a price of $0.43 per Share until July 30, 2023.
|
(2) |
Based on 26,800,484 Shares outstanding prior to the completion of the Debt Settlement.
|
(3 |
Based on 26,975,484 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 26,800,484 Shares outstanding prior
to the completion of the Debt Settlement and (ii) 175,000 Shares that may be issuable on exercise of options held directly by Mr. Hall.
|
(4) |
Comprised of: (i) 251,324 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (1) above.
|
(5) |
Based on 27,571,061 Shares outstanding following the completion of the Debt Settlement.
|
(6) |
Based on 27,746,061 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 27,571,061 Shares outstanding
following the completion of the Debt Settlement, and (ii) 175,000 Shares that may be issuable on exercise of options held directly by Mr. Hall.
|
(7) |
Comprised of: (i) 265,000 Shares held directly by Mr. Lowry, and (ii) 80,000 options held directly by Mr. Lowry, each of which is exercisable into one Share, exercisable
at a price of $0.43 per Share until July 30, 2023.
|
(8) |
Based on 26,880,484 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 26,800,484 Shares outstanding prior
to the completion of the Debt Settlement and (ii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry.
|
(9) |
Comprised of: (i) 265,000 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (7) above.
|
(10) |
Based on 27,651,061 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 27,571,061 Shares outstanding
following the completion of the Debt Settlement, and (ii) 80,000 Shares that may be issuable on exercise of options held directly by Mr. Lowry.
|
(11) |
Comprised of 95,000 options held directly by Mr. MacKay, each of which is exercisable into one Share, of which 15,000 are exercisable at a price of $3.60 per Share until
October 14, 2020, 30,000 are exercisable at a price $0.60 per Share until December 7, 2021 and 50,000 are exercisable at a price of $0.43 per Share until July 30, 2023.
|
(12) |
Based on 26,895,484 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 26,800,484 Shares outstanding prior
to the completion of the Debt Settlement, and (ii) 95,000 Shares that may be issuable on exercise of options held directly by Mr. MacKay.
|
(13) |
Comprised of: (i) 58,325 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (7) above.
|
(14) |
Based on 27,666,061 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 27,571,061 Shares outstanding
following the completion of the Debt Settlement, and (ii) 95,000 Shares that may be issuable on exercise of options held directly by Mr. MacKay.
|
(15) |
These Shares are held indirectly by McElwee Consulting Ltd. (“McElwee Consulting”),
a company wholly owned by Kevin McElwee.
|
(16) |
Comprised of: (i) 424,172 Shares held indirectly by Mr. McElwee Consulting, and (ii) 150,000 options held directly by Mr. McElwee, each of which is exercisable into one
Share, of which 75,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 75,000 are exercisable at a price of $0.43 per Share until July 30, 2023.
|
(17) |
Based on 27,721,061 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 26,800,484 Shares outstanding prior
to the completion of the Debt Settlement, and (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.
|
(18) |
Comprised of: (i) 479,435 Shares held indirectly by McElwee Consulting, and (ii) all of the convertible securities of the Company set out in footnote (12) above.
|
(19) |
Based on 27,721,061 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 27,571,061 Shares outstanding
following the completion of the Debt Settlement, and (ii) 150,000 Shares that may be issuable on exercise of options held directly by Mr. McElwee.
|
(20) |
Comprised of: (i) 5,000 Shares held directly by Mr. Lewis, and (ii) 90,000 options held directly by Mr. Lewis, each of which is exercisable into one Share, of which
10,000 are exercisable at a price of $5.50 per Share until September 5, 2020, 30,000 are exercisable at a price of $0.60 per Share until December 7, 2021 and 50,000 are exercisable at a price of $0.43 per Share until July 30, 2023.
|
(21) |
Based on 26,890,484 Shares outstanding on a partially-diluted basis prior to the completion of the Debt Settlement, comprised of: (i) 26,800,484 Shares outstanding prior
to the completion of the Debt Settlement, and (ii) 90,000 Shares that may be issuable on exercise of options held directly by Mr. Lewis.
|
(22) |
Comprised of: (i) 40,789 Shares held directly, and (ii) all of the convertible securities of the Company set out in footnote (16) above.
|
(23) |
Based on 27,661,061 Shares outstanding on a partially diluted-basis following the completion of the Debt Settlement, comprised of: (i) 27,571,061 Shares outstanding
following the completion of the Debt Settlement, and (ii) 90,000 Shares that may be issuable on exercise of options held directly by Mr. Lewis.
|
(e)
|
unless this information will be included in another disclosure document for the transaction, a
discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and
any material disagreement between the board and the special committee:
|
(f)
|
a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another
disclosure document for the transaction:
|
(g)
|
disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:
|
(i) |
that has been made in the 24 months before the date of the material change report:
|
(ii) |
the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
|
(i)
|
the general nature and material terms of any agreement entered into by the issuer, or a related
party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
|
(j)
|
disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer
is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:
|