On March 28, 2012, we entered into a debt instrument (the “Loan”) with Fairhills whereby Fairhills Capital provided us with a $200,000 loan
which was due by September 28, 2012 and carries a 2% annual rate of interest. The note is not convertible into our common stock and we have
agreed that we will not use the funds raised in the Fairhills financing to repay this note. The note is secured by 3,333,333 shares of our
restricted common stock owned by our director and officer, Rick Walchuk. These shares shall be held in escrow by Fairhills Capital’s counsel
and will be forfeited to Fairhills if we default on the note.
The Company paid $20,000 in financing fees in respect to the funds advanced by Fairhills (see Note 4 - Commitment). During the three
month period ended February 28, 2013, we paid a further $1,500 in fees in regard to a draw-down of $15,000 pursuant to the financing
agreement with Fairhills. On September 28, 2012, the Fairhills note was due and payable. The Company does not currently have sufficient
funds to pay the note due. The note is not convertible into our common stock and we have agreed that we will not use the funds raised in the
Fairhills/Deer Valley financing to repay this note. The note is secured by 3,333,333 shares of the Company’s restricted common stock owned
by the Company’s director and officer, Rick Walchuk, which are being held in escrow by Fairhills’s counsel. As the Company is in default of
this loan, Fairhills has the right to the shares held in escrow, however, at the current price of the shares, the sale of the escrowed shares will not
be sufficient to retire the debt. Under the terms of the Loan, non-payment of the Loan is an event of default and the amount due under the
Loan shall become due and payable immediately at the election of the Holder. Upon default of any of the obligations set forth in the Loan,
Fairhills may enter judgment for (i) the release of the Security; or (ii) the full amount due plus all costs of collection, including without
limitation court costs and reasonable attorney's fees. The Company has received notice of default from Fairhills on June 20, 2013 and therefore
it may become subject to a judgment under the Loan should Fairhills not be prepared to negotiate a settlement. To date, no court action has
been taken by Fairhills.
TY again for your support and these are only my personal opinions~ Please contact an Investment professional before EVER dropping a dime in the market or Risk losing Everything!