The Concurrent Offering consisted of 125,000,000 common shares in the capital of Axcap ("Axcap Shares") at a price of C$0.10 per Axcap Share for gross proceeds of C$12,500,000. The Axcap Shares issued pursuant to the Concurrent Offering are subject to a four-month plus one day hold period commencing on the closing of the Concurrent Offering under applicable Canadian securities laws. In addition, Axcap issued an aggregate of 6,000,000 Axcap Shares at $0.10 Axcap Share in settlement of $600,000 of debt owed to certain related parties (the "Debt Settlement"). An insider of Axcap participated in the Concurrent Offering and subscribed for 200,000 Axcap Shares for aggregate gross proceeds of $20,000 to the Company. The exact extent of participation by insiders of the Company in the Concurrent Offering was not determined sufficiently in advance of the closing thereof, and accordingly, the Company expects to file a material change report relating to the Concurrent Offering less than 21 days from completion of the Concurrent Offering, which is reasonable and necessary in the circumstances.