TITAN TRADING ANALYTICS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FORM 51-102F1
FOR THE PERIOD ENDED JULY 31, 2007
September 5, 2007
MANAGEMENT’S DISCUSSION & ANALYSIS
The following discussion and analysis of financial results and related data is reported in Canadian dollars and has been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and the standards of the Public Company Accounting Oversight Board (United States), and should be read in conjunction with the third quarter consolidated financial statements as of July 31, 2007.
Information which is contained herein contains estimates and assumptions which management is required to make concerning future events, and may constitute forward-looking statements under applicable securities laws. Forward-looking statements include plans, expectations, estimates, forecasts and other comments that are not statements of fact. Although such expectations are viewed as reasonable by the Company, no assurance can be given that such expectations will be realized. Such forward-looking statements are subject to risks and uncertainties and may be based on assumption that may cause actual results to differ materially from those implied herein, and therefore are expressly qualified in their entirety by this cautionary statement.
The following information, prepared as at September 5, 2007, should be read in conjunction with the third quarter ended July 31, 2007 financial statements of the Company.
DESCRIPTION OF BUSINESS
Titan Trading Analytics Inc. (“Titan” or the “Company”) has four wholly owned subsidiaries Titan Trading USA, LLC, (“Titan Trading USA”) Titan Trading GP Inc., (“Titan GP”), Titan Holdings USA LLC, and Titan Trading Corp.
The Company continues to expend all of its efforts developing the trading software to be ready for full use. The Company’s executive team looks forward to establishing revenue streams and products based on the newly developed software. In early 2005, Titan announced the release of the first version of its automated trading platform known as TOMS which will greatly assist traders with trading activities. This trading platform has been used by Mr. Carrozza, at the Company’s US trading office.
Titan Trading Limited Partnership 1 (“TTLP1”) was created in February 2005. Titan GP was the general partner. The limited partners were accredited investors. TTLP1 was to trade funds using the TOMS software. The profits were to be divided on the basis of 50% to the limited partners and 50% to the general partner. There was to be an annual administrative fee paid to Titan equal to 2% of the net asset value of TTLP1. After its two year term, the Partnership was dissolved in February 2007 and the principal plus interest was returned to the respective investors.
Titan Trading Limited Partnership 2 (“TTLP2”) was created in January 2006. Titan GP is the general partner. The limited partners must be accredited investors. TTLP2 will trade funds using the TOMS software. The profits will be divided on the basis of 50% to the limited partners and 50% to the general partner. There will be an annual administrative fee paid to Titan equal to 2% of the net asset value of TTLP2. ( At present,TTLP2 has not been activated.)
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The Company is a financial software developer that has developed market timing, trading analytics and automated trading execution software. The Company has yet to establish profitable business operations and has remained in research and development mode since its incorporation on November 30, 1993. In June 2003, Titan acquired rights to certain automated trading and analytic software (the “Technology”) from Cignal Technologies, LLC (Cignal) and has developed an automated trading platform using and further developing the Technology. Cignal is owned by Mr. Philip Carrozza, Titan’s US Director of Trading Operations.
In February 2006, Titan entered into a software transfer agreement with Mr. Phillip Carrozza and Cignal Technologies, LLC ("Cignal"), with respect to the transfer of certain trading models, suitable for stocks or futures and software-based formulas that implement the trading models and their accompanying indicators. Pursuant to the software transfer agreement, Cignal and Mr. Carrozza were to be issued a total of 3,000,000 common shares, 1,000,000 of which would have been issued on closing and the remaining 2,000,000 would have been issued in 1,000,000 increments in each of 2007 and 2008. Cignal was to be granted 1,000,000 performance warrants. The software transfer agreement provided Cignal with a right of first refusal, in the event that the Company becomes insolvent, to match a proposed sale of the software to a third party.
Titan also entered into a software transfer agreement with Michael Gossland, a director and officer of Titan, with respect to the transfer of certain executable programs and software-based formulas. Pursuant to the software transfer agreement, Titan would have issued Mr. Gossland 1,500,000 common shares and 1,000,000 performance warrants. The software transfer agreement provided Mr. Gossland with a right of first refusal, in the event that Titan becomes insolvent, to match a proposed sale of the software to a third party.
A total of 1,000,000 of the performance warrants to be issued to Cignal, Mr. Carrozza and Mr. Gossland were exercisable at a price of $0.50 per share for a six month period commencing November 1, 2007 and the remaining 1,000,000 performance warrants were exercisable at a price of $1.00 per share for a six month period commencing November 1, 2008. The release of these warrants was conditional upon the 20 day average stock price on these dates being no less than $1.00 and $2.00 per share, respectively.
In July 2006, the Company announced that the aforementioned software transfer agreements entered into between the Company, Mr. Carrozza and Cignal and between the Company and Mr. Gossland had been amended and restated (the “Software Transfer Agreements”). The total number of Titan common shares issuable pursuant to the Software Transfer Agreements did not change from 4,500,000 shares; however, these shares will only be issued upon Titan achieving certain gross revenue milestones commencing June 1, 2006. Commencing June 1, 2006, an aggregate of 4,500,000 shares will be eligible to be issued in tranches of 1,500,000, upon Titan achieving cumulative gross revenues from TOMS of each of $400,000, $800,000 and $1.2 million. The first, second and third tranches of the shares will be issued no earlier than September 30, 2006, January 31, 2007 and May 31, 2007 respectively, and in any event, an y Titan common shares not “earned” by May 31, 2007 will not be eligible for issuance. All of the securities issued in connection with the Software Transfer Agreements are subject to a four month hold period. Subject to disinterested shareholder approval at the next annual meeting of Titan shareholders, the Software Transfer Agreements will be further amended to extend the milestones compliance date to May 31, 2008.
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The terms of the 2,000,000 performance warrants issued to Cignal, Mr. Carrozza and Mr. Gossland were also revised. The first 1,000,000 performance warrants will be exercisable at a price of $0.50 per share for a six-month period commencing June 1, 2007, provided that Titan has achieved at least $1.2 million of gross revenue for the one-year period commencing June 1, 2006. The second 1,000,000 performance warrants will be exercisable at a price of $1.00 per share for a six-month period commencing June 1, 2008, provided that Titan has achieved gross revenue of $1.8 million for the one-year period commencing June 1, 2007. The performance warrants expire November 30, 2008. The 2,000,000 warrants were issued on September 5, 2006. Subject to disinterested shareholder approval at the next annual meeting of Titan shareholders, the Software Transfer Agreements will be further amended to provi de that the performance warrants will be exercisable upon Titan achieving the gross revenue milestones for the one-year period ended May 31, 2008. The exercise prices will remain the same, however, the exercise period for the first and second tranche will be the six-month period commencing June 1, 2008.
Titan currently has two distinct trading products in its line-up, each of which is now beginning to establish a real-world track record to demonstrate its potential as a revenue source. These products are known as: 1) the N1Expert Trading System and 2) Titan’s Order Management Software, or TOMS.
The Company’s wholly owned market timing software, N1Expert, relies upon the application of artificial intelligence (“AI”) to stock index trading, using neural networks and expert systems. Neural networks constitute an AI based mathematical pattern recognition technique that allows software to mimic the information processing functions of humans. The software is “taught” to recognize complex patterns through trial and error, without being programmed with specific preconceived rules. This pattern recognition ability allows the software to generate buy and sell signals on the S&P 500 futures contracts to trade large swings on the S&P 500 stock index.
The automated trading platform, TOMS, which the Company has certain rights to pursuant to a license with Cignal, may conceptually be divided into two parts:
§
Trading system software; and
§
Automatic order execution software
These parts, when assembled with other components form a complete automated trading system capable of transforming real-time market data into executed trading orders.
The trading system controls the trading decisions while monitoring the data arriving from the real-time data feed and looks for the pre-defined patterns of movement in price, volume, and time. When a particular pattern is found, a trading signal is generated.
The automatic order execution software is responsible for processing the trading signals and turning them into online trading orders. The orders are sent over the internet to trade execution engines, currently RediPlus and RealTick. The software can operate in simulation mode, where no orders are actually placed; in semi-automatic mode, where orders require a manual confirmation step, or in fully automatic mode, orders are executed with little operator intervention.
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Titan holds an exclusive use license and a third party revenue interest in the TOMS Technology and plans to exploit this Technology and Titan’s wholly owned proprietary software in two ways:
1.
by establishing a profitable trading operation; and
2.
by marketing and licensing software to third parties.
The Company has yet to establish a profitable trading or licensing support business and focused its attention on development of such a system in 2005 and 2006. The target market for the business is institutional, high net worth individual investors and trading firms seeking a better than average return on investment and trading returns in their portfolios.
The Company is a reporting issuer in Canada and the United States. Titan’s shares trade in the United States on the Over-The-Counter Bulletin Board and in Canada on the TSX Venture Exchange.
The Company’s business strategy is to market and license its stock market timing software as an automated trading platform, directly to trading firms, institutional investors, and active traders. Additionally, Titan expects to conduct trading operations on its own behalf, in joint ventures, or in partnership with other investors. Sales will be conducted by direct selling and referrals. The selling proposition is that the software and service improves trading results. During 2004 the Company began beta testing and trading in a third party account. In addition, pursuant to a personal arrangement, Mr. Philip Carrozza, now Director of US Trading Operations began trading an account for the same third party using the Technology. As the Company had no agreement in place with this third party to be compensated for these trading activities, the trading results are not reflected in the Company’s financial results. It is the Company’s intention to use this trading performance to attract paying clients.
In September 2005, the Company retained the services of Coralwood Technologies of Edmonton, Alberta, Canada, to assist in developing a proprietary data analysis platform. The platform is called “TickAnalyst” and will offer a suite of products under it namely:
- data feed reader
- data base management
- data analysis
- trading signal generation
- charting
The main focus for 2006 was to complete the proprietary platform, “TickAnalyst” and its suite of products. The Company plans to use, promote, distribute, and/or sell these products to dealers, financial institutions and high net worth individuals.
The Company plans on licensing the fully automated TOMS system to institutions subsequent to the completion of our beta testing. As well, the Company also plans to use the software for its own use to trade with investor funds.
We are actively soliciting sophisticated Canadian Investors to deposit money in TTLP2 and similar American Investors for Titan Holdings USA LLC for our currency team to trade. This is done by way of subscription agreement.
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With these sources of potential revenue, we are excited about creating cash flow and moving forward to create a profit for our shareholders.
In April, 2006 Titan appointed Eric Davidson, Technical Research Analyst, to lead Titan’s Research for its Grey Box (semi-automated) Equity Trading Division under its USA Trading Operations. Mr. Davidson’s appointment is in preparation for the launch of Titan’s proprietary market data analysis platform, TickAnalyst. He will be instrumental with the testing, implementation and ongoing operations of Titan’s Black Box (fully automated) Division as TickAnalyst comes online.
In June, 2006 Titan announced that Titan Trading USA and New River Assets, of Winston Salem North Carolina, have agreed to conduct a live test of Titan’s Grey Box (semi-automated) trading software. The test accounts will be funded by New River and Titan Trading USA. To date, there has been no live testing.
The test with New River Assets calls for a 30 – 60 day trial period followed by an analysis of results. Following the analysis, New River Assets and Titan will evaluate the outcomes and determine whether it is mutually beneficial to proceed with future projects.
The concept behind Titan’s grey box is three fold:
·
present the trader with more technical based trading opportunities,
·
automate the order entry and exit process, and
·
manage risk on dozens of open positions with automation.
In each case, the benefit to the trader of Titan’s Grey Box trading software is to allow that trader to do more trades. The combination of all three advantages can dramatically increase the number of trades that even an experienced trader can execute.
In June, 2006 the Company announced the appointment of Andrew Kezeli to head Sales and Marketing for Titan and to lead Titan’s Retail Products Division under the USA Trading Operations.
In July, 2006 the Company announced the appointment of Michael J. Di Gioia to the Sales and Marketing Team working on the Signal Generation Project.
Mr. Kezeli’s and Mr. Di Gioia’s appointments to the sales and marketing team is in preparation for the launch of Titan’s proprietary market data analysis platform, TickAnalyst. Together, they will be instrumental in the development, testing, implementation and marketing of trading signal generation products and services for multiple asset classes and markets as an extension of Titan’s TickAnalyst suite of programs.
In December, 2006, the Company announced that along with its wholly owned subsidiary, Titan Trading USA, they are expanding trading operations into the derivative markets. Preliminary tests have been run on Titan Trading USA’s demo and live futures trading accounts, opened through an expanding relationship with One World Capital Group (New York, N.Y.) As at April 30, 2007 the Company is continuing its tests without the participation of One World Capital Group.
In July, 2007, the Company announced the completions of a test intregation of securities exchange data into Titan’s wholly owned proprietary charting application. This development will allow Titan to offer a turnkey solution in the Multi-asset Direct Market Access (DMA) Platform arena. Titan will soon offer both a robust and customizable charting application in multiple asset classes as well as extensive indicators and analytics. As a whole, the platform offers more trading solutions to a greater number of buy-side professional and institutional traders.
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OVERALL PERFORMANCE
Titan has limited operating revenue to date, and continues to fund the Company solely through private placements.
Equity placements:
Subsequent to the end of the third quarter, the Company announced that it intends to proceed with a non-brokered private placement offering of up to 3,000,000 units (“Units”) at a subscription price of $0.50 Canadian ($0.47 US) per Unit for gross proceeds of up to $1,500,000 Canadian. Each Unit will consist of one (1) common share in the capital of Titan and one-half (1/2) of one common share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one common share for a price of $0.70 Canadian ($0.66 US) for a period of twenty four (24) months from closing. As at July 31, 2007, an amount of $40,000 towards this private placement is included in Share capital.
In July, 2006, the Company closed a non-brokered private placement of units (“Units”), subject to regulatory approval, which raised $866,904. The Company issued 2,476,868 Units at $0.35 Canadian ($0.31 US) per Unit. Each Unit consisted of one common share and one-half of one common share purchase warrant. The Warrants are exercisable at a price of $0.50 Canadian ($0.45 US) and will expire July 31, 2008.
Stock options exercised:
In Q-3 ending July 31, 2007, a total of 75,000 options were exercised for total gross proceeds of $20,000. There were no stock options exercised during the third quarter of 2006.
Warrants exercised:
There were nil warrants exercised in the third quarter of 2007 and a total of 100,000 warrants were exercised at a price of $0.27 per share for gross proceeds of $27,000 during third quarter ending July 31, 2006.
Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the current year, reduce operating losses and obtain additional or new financing in order to advance its business plan. Alternatives being considered by management include, among others, obtaining financing from new lenders and the issuance of additional equity. The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2007, however, management can provide no assurance with regard thereto.
The Company’s financial instruments consist of cash and cash equivalents, sundry receivable, accounts payable and accrued liabilities, and loans and advances. It is management’s opinion that the Company is not exposed to credit risk arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, due to their short-term nature. The Company is exposed to currency risk as a result of its operations in the United States. The Company is also susceptible to interest rate price risk on its fixed rate debt.
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It is expected that substantially all of the Company’s software and subscription sales customers will be in the United States; however, the Company’s property is currently located in Canada, the United States and the United Kingdom. To date the Company has not generated revenues, and has relied on funding through private placements.
RESULTS OF OPERATIONS
During Q-3 ending July 31, 2007. the Company began developing relationships with institutions and high net worth brokers as the first step in developing an Institutional Sales Desk. As well, the Company announced that phase one of the software link between its blackbox trading signal generator and its QuickTick charting application is complete and that a beta-test program of this link is now underway.
For the third quarter ending July 31, 2007, and in comparison to the same period in 2006, the net loss of $601,828 in comparison to a net loss of $347,340 for the same period in 2006 is mainly attributed to the increase in Research and development costs of $217,432 (2006 – 101,649), Salaries of $29,561 (2006 – Nil) and Trading losses and commissions of $124,052 (2006 – $32,274).
Amortization expense for the third quarter ending August 31, 2007 was $13,666 (2006 - $2,390). The increase in comparison to the same period in 2006, was a direct result of the acquisition of additional computer equipment in the amount of $46,768 (2006 - $14,641).
During Q-2 ending April 30, 2007, the Company continued their focus on further development of the software trading programs, re-writing code in preparation for the commencement of beta testing and trading in a third party account with its trading software.
The increase in net loss for the second quarter ending April 30, 2007 in comparison to the same period in 2006 relates directly to the increase in research and development costs of $527,256 (2006 – $134,166), management and consulting fees of $36,549 (2006 – $20,000) and employee salaries and benefits of $18,317 (2006 – nil). During Q-2, the Company continued to focus on the development and testing of the software programs.
In January 2007, the Company issued 1,825,000 stock options to directors, officers and consultants of the Company resulting in an additional charge to management fees and credit to contributed surplus of $71,546 for Q-1 ending January 31, 2007 as well as an additional $50,255 for Q-2 ending April 30, 2007.
Amortization expense for second quarter ending April 30, 2007 was $11,377 (2006 - $4,066). The increase, in comparison to the same period in 2006, was a direct result of the acquisition of additional computer equipment in the amount of $56,708.
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SUMMARY OF QUARTERLY RESULTS
| | | | |
| For the three month period ended |
| July 31 2007 | April 30 2007 | Jan 31 2007 | Oct 31 2006 |
Net sales/total revenues | $ 20,165 | Nil | Nil | Nil |
Net loss | $601,828 | $844,199 | $487,188 | $2,617,150 |
Net loss per share (fully diluted) | .02 | .02 | .02 | .10 |
| | | | |
| For the three month period ended |
| July 31 2006 | April 30 2006 | Jan 31 2006 | Oct 31 2005 |
Net sales/total revenues | Nil | Nil | Nil | Nil |
Net loss | $347,340 | $350,527 | $292,962 | $592,921 |
Net loss per share (fully diluted) | .01 | .01 | .01 | .03 |
The statements of the Company have been prepared in accordance with Canadian GAAP, which do not differ materially with those established in the United States except as disclosed in the notes to the financial statements.
Fluctuations / Changes in Accounting Policies
As at January 31, 2006, management had completed the restructuring of the Company and had increased its operations in an effort to promote the trading software programs and increase market awareness of the Company.
LIQUIDITY
The Company has working capital deficit as of July 31, 2007 of $1,717 or a .99:1 ratio, (2006 – $660,181).
Since its inception, the Company has, and continues to rely upon the proceeds of private placement financings to support its development and marketing of the trading software.
The future ability of the Company to realize full commercialization and sales of the technology, form successful partnerships, and compensate the executive team as they administer the trading programs, will depend on its ability to obtain additional funding through private placement financings.
The Company expended all of its efforts in fiscal 2006 and to date in fiscal 2007 developing the trading software to be ready for full use. The Company’s executive team looks forward to establishing revenue streams and products based on the newly developed software.
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RELATED PARTY TRANSACTIONS
Included in the consolidated financial statements are the following transactions with officers, directors and related individuals not disclosed elsewhere:
| | | |
| |
| 2007 | 2006 | 2005 |
Management and consulting fees | $ 50,000 | $ 50,000 | $ 81,769 |
Research and development | 210,790 | 417,416 |
235,030 |
Deposit on Technology (Loan receivable) (Note 4) | --- | 62,735 | 62,735 |
Loans and Advances (Note 5) | 46,237 | 95,683 | 58,760 |
As at July 31, 2007, $46,237 due to an officer and director is included in loans and advances (2006 – $95,683).
The related party transactions are in the normal course of operations and are recorded at the exchange amount which is the amount of consideration established and agreed to by the related parties.
DISCLOSURE CONTROLS AND PROCEDURES
Management and the Board are committed to the promotion of investor confidence by ensuring that trading in the Company's securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements under the securities commission rules and TSX Venture Exchange policies, the Company has adopted a Corporate Disclosure Policy and has procedures in place to ensure that any sensitive information is identified, reviewed by management and disclosed in a timely manner to the regulatory authorities, shareholders and the public.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management has filed Form 52-109F2 CEO and CFO certifications of interim filings in conjunction with this MD&A.
Within these certificates, Dr. Kenneth Powell (in his capacity as President, CEO and CFO of Titan) has certified that management has established and maintained internal control over financial reporting for the Company, and has designed such internal controls over financial reporting, or caused them to be designed under his supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).
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Although Titan has internal controls in place relevant for a company of its size, the nature of Titan’s business, the dual roles (CEO and CFO) filled by Dr. Powell, and the limited size of Titan’s accounting department present internal control weaknesses relating to the segregation of duties and oversight responsibilities. Management is committed to implementing improvements to alleviate these weaknesses by the end of its current fiscal year
Management further confirms there have been no changes that occurred in the Company’s internal control over financial reporting during the interim period ending July 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
SUBSEQUENT EVENTS
In August, 2007, the Company announced that phase one of the software link between its blackbox trading signal generator and its QuickTick charting application is complete and that a beta-test program of this link is now underway.
Also in August, 2007, Titan Trading Analytics Inc. and its wholly owned subsidiary, Titan Trading USA, announced that it is opening a new Titan New York Regional Office to assist with Titan’s Grey Box (semi-automated) and Black Box (fully-automated) Currency and Commodity Trading Division under its USA Trading Operations.
Subsequent to the end of the third quarter, the Company announced that it intends to proceed with a non-brokered private placement offering of up to 3,000,000 units (“Units”) at a subscription price of $0.50 Canadian ($0.47 US) per Unit for gross proceeds of up to $1,500,000 Canadian. Each Unit will consist of one (1) common share in the capital of Titan and one-half (1/2) of one common share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one common share for a price of $0.70 Canadian ($0.66 US) for a period of twenty four (24) months from closing. As at July 31, 2007, an amount of $40,000 towards this private placement is included in Share capital.
DISCLOSURE OF OUTSTANDING SHARE DATA
Authorized and Issued Share Capital as of September 5, 2007
| | | |
Class |
Par Value |
Authorized |
Issued |
Common Shares |
Nil |
Unlimited |
36,844,185 |
Preferred Shares |
Nil |
Unlimited |
Nil |
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Description of Options, Warrants and Convertible securities outstanding, as of September 5, 2007.
| | | | |
Security Type |
Number |
Exercise Price |
Expiry Date |
Recorded Value |
Stock Options |
1,500,000 |
$0.10 |
Dec. 22, 2008 |
N/A |
Stock Options |
200,000 |
$0.12 |
May 10, 2009 |
N/A |
Stock Options |
495,593 |
$0.155 |
Feb. 16, 2010 |
N/A |
Stock Options |
980,000 |
$0.25 |
March 1, 2010 |
N/A |
Stock Options |
360,000 |
$0.315 |
June 23, 2011 |
N/A |
Stock Options |
1,800,000 |
$0.30 |
Jan. 8, 2012 |
N/A |
Stock Options |
200,000 |
$0.69 |
June 28, 2010 |
N/A |
Stock Options |
130,000 |
$0.50 |
August 15, 2012 |
N/A |
Purchase Warrants |
704,514 |
$0.30 |
October 13, 2007 |
N/A |
Purchase Warrants |
1,614,065 |
$0.40 |
February 1, 2008 |
N/A |
Purchase Warrants |
1,238,434 |
$0.50 |
July 31, 2008 |
N/A |
Purchase Warrants |
1,000,000 |
500,000 @ $0.50 in year one 500,000 @ $1.00 in year two |
Nov. 30, 2008 – subject to Milestones |
N/A |
Purchase Warrants |
1,000,000 |
500,000 @ $0.50 in year one 500,000 @ $1.00 in year two |
Nov. 30, 2008 – subject to Milestones |
N/A |
Purchase Warrants |
1,655,632 |
$0.50 |
Dec. 12, 2008 |
N/A |
ADDITIONAL INFORMATION
Additional information relating to the Company can also be found on SEDAR at www.sedar.com.
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