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 28, 2022, we completed a private placement of an aggregate of 244,139 shares of common stock at a price of US$0.2048 per share for aggregate gross proceeds of US$50,000.

Of the 244,139 shares, 80,566 shares were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended provided by Section 4(a)(2) of the Securities Act of 1933, as amended to 1 investor who is an director of our company; and 163,573 shares were issued to 2 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) who are a director or executive officer in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

Of the 244,139 shares: (i) Cameron Chell, our chairman and director, subscribed for 83,007 shares of our common stock; (ii) Swapan Kakumanu, our Chief Financial Officer, subscribed for 80,566 shares of our common stock; and (iii) James P. Geiskopf, our lead director, subscribed for 80,566 shares of our common stock (collectively, the "Insiders").

Disclosure Required by MI 61-101

The Insiders participated in the private placement and subscribed for 244,139 shares of our common stock, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.

(a) a description of the transaction and its material terms:

We entered into subscription agreements with each of the Insiders, whereby the Insiders agreed to purchase 244,139 shares of our common stock at a price of US$0.2048 per share for proceeds of US$50,000.

(b) the purpose and business reasons for the transaction:

Proceeds of the private placement are expected to be used for working capital and general corporate purposes.

(c) the anticipated effect of the transaction on the issuer's business and affairs:





See item (b).



(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:





See item (a).

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:





The following table sets out the effect of the private placement (the
"Offering") on the percentage of securities of our company beneficially owned or
controlled by the Insiders:



                                                    Percentage                    Percentage
                                                     of Issued                     of Issued
                                                        and                           and
                                                    Outstanding                   Outstanding
                                                      Shares                        Shares
             Dollar                 No. of Shares    prior to     No. of Shares      After
            Amount of   Number of   Held prior to   Closing of     Held After     Closing of
Name and     Shares      Shares      Closing of         the        Closing of         the
Position    Purchased   Purchased   the Offering     Offering     the Offering     Offering
Cameron     US$17,000    83,007      Undiluted:     Undiluted:     Undiluted:     Undiluted:
Chell                    Shares      130,027(1)       0.2%(3)      213,034(5)       0.3%(7)
Chairman
and                                   Diluted:       Diluted:       Diluted:       Diluted:
Director                            1,130,027(2)      0.2%(4)     1,213,034 (6)     0.2%(8)

Swapan      US$16,500    80,566      Undiluted:     Undiluted:     Undiluted:     Undiluted:
Kakumanu                 Shares      107,291(9)       0.1%(3)      187,857(12)     0.25%(7)
Chief
Financial                             Diluted:       Diluted:       Diluted:       Diluted:
Officer                              848,958(10)     1.15%(11)     929,524(13)     1.2%(14)

James P.    US$16,500    80,566      Undiluted:     Undiluted:     Undiluted:     Undiluted:
Geiskopf                 Shares     2,557,291(15)    3.48%(3)     2,637,857(18)    3.54%(7)
Lead
Director                              Diluted:       Diluted:       Diluted:       Diluted:
                                    4,473,958(16)    5.94%(17)    4,554,52419)     5.95%(20)




*Less than one percent



  (1)  Comprised of 130,027 shares of our common stock held directly

  (2)  Comprised of the shares of common stock set out in footnote (1) and
       1,000,000 options to purchase shares of our common stock exercisable within
       60 days, held by Mr. Chell.

  (3)  Based on 73,359,430 shares outstanding prior to the completion of the
       Offering.

  (4)  Based on 74,359,430 shares comprised of: (i) 73,359,430 shares outstanding
       prior to the completion of the Offering and (ii) 1,000,000 shares that may
       be issuable on exercise of options held by Mr. Chell.

  (5)  Comprised of 213,034 shares of our common stock held directly

  (6)  Comprised of the shares of common stock set out in footnote (5) and
       1,000,000 options to purchase shares of our common stock exercisable within
       60 days, held by Mr. Chell.

  (7)  Based on 73,603,569 shares outstanding after the completion of the
       Offering.

  (8)  Based on 74,603,569 shares comprised of: (i) 73,603,569 shares outstanding
       after the completion of the Offering and (ii) 1,000,000 shares that may be
       issuable on exercise of options held by Mr. Chell.

  (9)  Comprised of 57,291 shares of our common stock held directly and 50,000
       shares of our common stock held indirectly through Red to Black Inc. Mr.
       Kakumanu has the sole power to vote or direct the vote, and to dispose or
       direct the disposition of the shares of our common stock held by Red to
       Black Inc.

  (10) Comprised of the shares of common stock set out in footnote (9) and: (i)
       250,000 options to purchase shares of our common stock exercisable within
       60 days, held by Mr. Kakumanu directly and (ii) 491,667 options to purchase
       shares of our common stock exercisable within 60 days, held by Mr. Kakumanu
       indirectly through Red to Black Inc.

  (11) Based on 74,101,097 shares comprised of: (i) 73,603,569 shares outstanding
       prior to the completion of the Offering and (ii) 741,667 shares that may be
       issuable on exercise of options held by Mr. Kakumanu directly or indirectly
       through Red to Black Inc.

  (12) Comprised of 137,857 held directly and 50,000 shares of our common stock
       held indirectly through Red to Black Inc.

  (13) Comprised of the shares of common stock set out in footnote (12) and (i)
       250,000 options to purchase shares of our common stock exercisable within
       60 days, held by Mr. Kakumanu directly and (ii) 491,667 options to purchase
       shares of our common stock exercisable within 60 days, held by Mr. Kakumanu
       indirectly through Red to Black Inc.











  (14) Based on 75,345,236 shares comprised of: (i) 74,603,569 shares outstanding
       after the completion of the Offering and (ii) 741,667 shares that may be
       issuable on exercise of options held by Mr. Kakumanu directly or indirectly
       through Red to Black Inc.

  (15) Comprised of 2,557,291 shares of our common stock held directly.

  (16) Comprised of the shares of common stock set out in footnote (15), 916,667
       options to purchase shares of our common stock exercisable within 60 days
       and 1,000,000 common share purchase warrants exercisable within 60 days.

  (17) Based on 75,276,097 shares comprised of: (i) 73,359,430 shares outstanding
       prior to the completion of the Offering, (ii) 916,667 shares that may be
       issuable on exercise of options held by Mr. Geiskopf; and (iii) 1,000,000
       shares that may be issuable on exercise of warrants held by Mr. Geiskopf.

  (18) Comprised of 2,637,857 shares of our common stock held directly.

  (19) Comprised of the shares of common stock set out in footnote (18), 916,667
       options to purchase shares of our common stock exercisable within 60 days
       and 1,000,000 common share purchase warrants exercisable within 60 days.

  (20) Based on 76,520,236 shares comprised of: (i) 74,603,569 shares outstanding
       after to the completion of the Offering, (ii) 916,667 shares that may be
       issuable on exercise of options held by Mr. Geiskopf; and (iii) 1,000,000
       shares that may be issuable on exercise of warrants held by Mr. Geiskopf.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

Mr. Chell and Mr. Geiskopf abstained on the resolution of the board of directors approving the Offering with respect to share subscriptions by the Insiders. A special committee was not established in connection with the approval of the . . .

Item 7.01 Regulation FD Disclosure.

A news release dated January 28, 2022 is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.





10.1   Form of Private Placement Subscription Agreement

99.1   News release dated January 31, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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