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We are
filing this Current Report on Form 8-K/A to correct an error in the
disclosure contained in the Form 8-K filed by us on Friday, February 4, 2011,
which disclosed the receipt of gross proceeds of $30,000 from the exercise by
our director. The amount has been corrected to $98,000.
On
February 1, 2011, one of our directors exercised 200,000 options to purchase
common shares at an exercise price of $0.49 and, accordingly, we issued
200,000 common shares to our director for gross proceeds of $98,000 . Our director is not a U.S. person (as that term
is defined in Regulation S promulgated under the Securities Act of 1933),
this transaction took place outside of the United States and, in issuing
these shares, we relied on Regulation S and/or
Section 4(2) of the Securities Act of 1933.
In
addition, between February 1, 2011 and February 2, 2011 we issued 89,350
common shares at an exercise price of CDN$0.90 to four arm's length investors
upon the exercise of an aggregate of 89,350 warrants for total proceeds of
CDN$80,415. None of these investors is a U.S. person (as that term is defined
in Regulation S promulgated under the Securities Act of 1933), this
transaction took place outside of the United States and, in issuing these
shares, we relied on Regulation S and/or Section
4(2) of the Securities Act of 1933.
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