a) up to 31,250,000 units of the Company that will be issued pursuant to the Listed Issuer Financing Exemption (as defined herein) and other available exemptions from Canadian prospectus requirements as further described herein (each, a "LIFE Unit") at a price of $0.08 per LIFE Unit for up to $2,500,000 in gross proceeds. Each LIFE Unit will consist of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant");b) up to 50,000,000 flow-through shares of the Company (each, a "Critical FT Share") at a price of $0.10 per Critical FT Share for up to $5,000,000 in gross proceeds. Each Critical FT Share will consist of one Common Share that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"); andc) up to 79,750,000 flow-through units of the Company that will be issued as part of a charity arrangement (each, a "Charity FT Unit" and collectively, with the LIFE Units and Critical FT Shares, the "Offered Securities") at price of $0.12 per Charity FT Unit, and will be issued pursuant to the Listed Issuer Financing Exemption and other available exemptions from Canadian prospectus requirements as further described herein, for up to $9,570,000 in gross proceeds. Each Charity FT Unit will consist of one Common Share and one-half of one Warrant that will each qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act.
Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.12 for a period of 36 months from the closing date of the Offering. Warrants sold pursuant to the Listed Issuer Financing Exemption will not be exercisable until 60 days from the closing date of the Offering.
The LIFE Units and the Charity FT Units will be offered for sale to purchasers in all provinces of Canada pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106, Prospectus Exemptions ("NI 45-106") and the Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE Units, the Critical FT Shares and the Charity FT Units will also be offered for sale to purchasers in all provinces of Canada pursuant to other exemptions from the prospectus requirements, including those available under NI 45-106. The Company will ensure that the total number of LIFE Units and Charity FT Units issued pursuant to the Listed Issuer Financing Exemption, together with all issuances of common shares and warrants issued ...
