Item 1.01 Entry into a Material Definitive Agreement.
The information provided under Item 3.02 is responsive to the information
required by this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On June 12, 2020, we completed a private placement of an aggregate of 11,170,000
units at a price of CAD$0.05 per share for aggregate gross proceeds of
CAD$558,500. Each unit is comprised of one share of our common stock and one
share purchase warrant. Each warrant will entitle the holder thereof to acquire
one share of our common stock at a price of CAD$0.10 per warrant share until
June 12, 2022.
Of the 11,170,000 shares we issued: (i) 1,690,000 units were issued pursuant to
the exemption from registration under the Securities Act of 1933, as amended,
provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended, to two investors each of who were an
"accredited investor" within the meaning ascribed to that term in Regulation D;
and (ii) 9,480,000 units were issued to ten non-U.S. persons (as that term is
defined in Regulation S of the Securities Act of 1933, as amended) in an
offshore transaction relying on Regulation S and/or Section 4(a)(2) of the
Securities Act of 1933, as amended.
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