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 January 5, 2021, we completed a private placement of an aggregate of 2,400,000 units at a price of CAD$0.125 per share for aggregate gross proceeds of CAD$300,000. 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$0.165 per warrant share until January 5, 2022.

These units were issued to three 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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