Any such Offered Shares will be characterized as "restricted securities" under the U.S. Securities Act. The Offered Shares to be issued pursuant to the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. Prospective investors should read this offering document before making an investment decision concerning the Offered Shares. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements.