8.	Stockholders' deficiency:

The holders of common stock are entitled to

one

vote for each share held.

There are

restrictions that limit the Company's ability to pay dividends on its common stock. The Company has

not

declared any dividends since incorporation. The Company's common stock has

par value per common stock.

(a)

Common stock issuances:

Fiscal

2017

December 2017,

two

warrant holders exercised their warrants

and acquired

121,111

common shares of the Company at

CAD$0.55

(approximately

$0.43

) per share totaling

$52,310.

October 2017,

the Company closed a TSX Venture Exchange approved non-brokered private placement financing totaling

$45,011.

The private

placement consisted of

128,600

units priced at

$0.35

per unit. Each Unit was comprised of

one

common share and

one

share purchase warrant. Each share purchase warrant is exercisable into

one

common share of the Company for

months following closing. The exercise price of the warrants is

$0.44

per share for the

first

six

months following closing and

$0.52

per share for the period which is

months following closing.

September 30, 2017,

the Company closed a TSX Venture Exchange app

roved non-brokered private placement financing totaling

$1,010,763.

The private placement consisted of

2,887,895

units priced at

$0.35

per unit. Each Unit was comprised of

one

common share and

one

share purchase warrant. Each share purchase warrant is exercisable into

one

common share of the Company for

months following closing. The exercise price of the warrants is

$0.44

per share for the

first

six

months following closing and

$0.52

per share for the period which is

months following closing.

In ended

June 2017,

the Company closed a TSX Venture Exchange approved non-brokered private placement financing totaling

CAD$1.045

million (approximately

$790,281

). The private placement consisted of

2,323,779

units priced at

CAD$0.45

(

$0.34

) per un

it. Each Unit was comprised of

one

common share and

one

share purchase warrant. Each share purchase warrant is exercisable into

one

common share of the Company for

months following closing. The exercise price of the warrants is

CAD$0.55

per share for the

first

six

months following closing and

CAD$0.65

per share for the period which is

months following closing.

The Company incurred issuance costs of

$25,816

(

2016

$70,024

) from the private placements and warrant exercise.

Fiscal

2016

During the y

ear ended

December 31, 2016,

the Company had a private placement with

two

closings for a total of

3,337,934

common shares at

CAD$0.60

per share, which raised proceeds of

$1,562,479

(

CAD$2,002,760

). The Company incurred issuance costs of

$33,876.

On Octobe

11,

2016,

the Company closed its rights issue raising

$80,949

(

CAD$107,168

) from the issuance of

172,681

common shares at an average price of

CAD$0.626

per share. The Company incurred issuance costs of

$36,148.

Fiscal

2018

Subsequent to the year ended D

ecember

31,

2017,

a warrant holder exercised their warrant for

15,000

shares at

$0.44

per share raising a total of

$6,600.

Subsequent to the year ended

December 31, 2017,

the Company closed a TSX Venture Exchange approved private placement financing totali

$2,551,500.

The private placement consisted of

7,290,000

shares priced at

$0.35

per share. Pursuant to the private placement the Company shall pay a commission of

$253,750.

(b)

Warrants

A summary of warrant activity for the warranty for the years ended

December 31, 2017

and

2016

are as follows:

	Number of options			Exercise price					Expiry date
Outstanding, December 31, 2016 and 2015		-		$			-

Granted		2,323,779			0.43	–	0.49		June 15, 2018
Granted		2,887,895			0.44	–	0.52		September 28, 2018
Granted		128,600			0.44	–	0.52		October 26, 2018
Exercised		(121,111	)				(0.43	)		June 15, 2018

Outstanding December 31, 2017		5,219,163					0.48

(c)

Stock option plans:

2015

stock option plan

In the year ended

December 31,

2015,

the shareholders approved the

2015

stock option plan and the

1999,

2001

and the

2005

plans were discontinued. The

2015

stock option plan is intended to provide incentive to employees, directors, advisors and consultants of the Company to encourage proprietary interest in the Company, to encourage such employees to remain in the employ of the Company or such directors, advisors and consultants to remain in the service of the Company, and to attract new employees, directors, advisors and consultants with outstanding qualifications. The maximum number of shares issuable under the Plan shall

not

exceed

10%

of the number of Shares of the Company issued and outstanding as of each Award Date unless shareholder approval is obtained in advance in accordance unless shareholder approval is obtained in advance in accordance. The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and their vesting schedule. The maximum term possible is

years. Under the

2015

plan we have reserved

10%

of the number of Shares of the Company issued and outstanding as of each Award Date.

During the year ended

December 31, 2017,

the Company granted

725,000

(

2016

1,010,000

) options with an exercise price of

CAD$0.

(approximately

$0.42

)

(

2016

–

CAD$054,

approximately

$0.42

) per share, expiring

November 8, 2022

(

2016

December 20, 2021)

. As at

December 31, 2017,

there were a total of

1,605,000

stock options (

2016

1,010,000

) outstanding. During the year ended

December 31, 2017,

there were

nil

options exercised (

2016

nil

) and

130,000

options expired unexercised (

2016

nil

Of the options outstanding at

December 31, 2017,

a total of

1,230,000

(

2016

1,010,000

) were fully vested and a total of

375,000

(

2016

nil

) were issued where

10%

vests at the grant date,

15%

one

year

following the grant date and

per month starting

months after the grant date. A total of

1,267,500

(

2016

1,010,000

) of these common stock purchase options had vested at

December 31, 2017.

A summary of stock option activity for the stock option plans

for the years ended

December 31, 2017

and

2016

are as follows:

	Number of options			Weighted average exercise price
Outstanding, December 31, 2015	-		$	-

Granted	1,010,000			0.42
Exercised	-			-

Outstanding, December 31, 2016	1,010,000			0.42

Granted	725,000			0.42
Exercised	-			-
Cancelled	(130,000	)		(0.42	)

Outstanding December 31, 2017	1,605,000		$	0.42

The aggregate intrinsic value for

options as of

December 31, 2017

was

$nil

(

2016

$nil

The following table summarizes information concerning outstanding and exercisable stock options at

December 31, 2017:

Range of exercise prices per share		Number outstanding	Number exercisable	Expiry d ate
$	0.42	880,000	880,000	December 20, 2021
	0.42	725,000	387,500	November 8, 2022
		1,605,000	1,267,500

The Company recorded stock-based compensation of

$43,212

on the

725,000

options granted and vested (

2016

$257,293

) and as per the Black-Scholes option-pricing model, with a weighted average

fair value per option of

$0.13

(

2016

$0.34

Subsequent to the year ended

December 31, 2017,

40,000

options were cancelled unexercised.

(d)

Escrow shares

In conjunction with the Listing Application for the TSX-V listing, the Company's major shareholders were required to place

33,909,104

common shares of the Company in escrow under the terms o

f a TSX-V Tier

issuer. The escrow shares were released in

thirty three

percent (

33%

) tranches on the dates that were six,

twelve

and

eighteen

months after the listing date (

July 2, 2015).

The Escrow Shares were released as follows:

	Number of shares

Balance December 31, 2015	22,606,069

Released in 2016	(22,606,069	)

Balance December 31, 2016	-