Optegra Ventures Inc. - Interim / Quarterly Report 2021

ESSEX MINERALS INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Nine Months Ended June 30, 2021

General

The following Management Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated interim financial statements and notes for the nine months ended June 30, 2021 and 2020, and the audited financial statements and notes for the years ended September 30, 2020 and 2019. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars. Additional information relating to the Company can be found on the SEDAR website at www.sedar.com.

The MD&A was approved by the Board of Directors of the Company on August 27, 2021.

The head office and principal address of the Company is located at 3002-1211 Melville Street, Vancouver, BC V6E 0A7, and the registered and records office of the Company is located at 2500- 700 W Georgia Street, Vancouver, BC V7Y 1B3.

Statement of Compliance

The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards 34 – Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee. They do not include all of the information required for full annual financial statements.

Basis of Presentation

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at their fair value as explained in the accounting policies set out below. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except cash flow information.

All amounts are in Canadian dollars unless otherwise stated.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “progressing”, “anticipate”, “believe”, “forecast”, “estimate”, “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to predict or control could cause actual results to differ materially from those contained in the forward-looking statements, which include, without limitation, commodity price volatility, changes in debt and equity markets, increases in costs, interest rate and exchange rate fluctuations, general economic conditions, the ability of the Company to receive continued financial support from related parties and to obtain public equity financing, the ability to generate profitable operations in the future, and the receipt of regulatory approvals on acceptable terms. Readers are cautioned

that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.

Overview

The Company was incorporated on November 19, 2012 under the Business Corporations Act (British Columbia). The Company’s principal business activity is the exploration of mineral properties. The Company currently conducts substantially all of its operations in Canada in one business segment.

The Company is a natural resource company focused on mineral exploration opportunities where it can adopt an option earn-in and joint venture model with proven technical teams which have already expended the time and capital to assemble exploration projects where drill targets have been identified.

On December 22, 2016, the Company received a receipt of the British Columbia Securities Commission for the Long Form Prospectus dated December 20, 2016 (the prospectus). On March 15, 2017, the Company completed an Initial Public Offering and its shares were listed on the TSX Venture Exchange (“TSXV”).

On March 16, 2021, the Company’s common shares began being quoted on the OTCQB market under the stock symbol “ESXMF”. In addition to its primary listing on the TSXV, the Company is also listed on the Frankfurt Stock Exchange under the trading symbol “EWX1”.

Significant Events and Transactions

Australian Gold Properties

On May 1, 2020, the Company announced the signing of an earn-in joint venture over three epithermal and orogenic gold properties in Australia assembled by a private Australian company KNX in the Georgetown region of Queensland and the Pine Creek region of the Northern Territory.

The three properties are:

Cumberland

Five granted exploration permits covering 26,000 ha, 30 km from Georgetown, North Queensland, 70 km northwest of the former 3.5 million-ounce Kidston gold mine. The property has the potential to host highgrade epithermal gold mineralization and is currently held 80% by KNX and 20% by another Australian private company, AMD Resources Ltd (“AMD”). The property has a number of drill-ready exploration targets.

Mt. Turner

A granted exploration permit covering 6,000 ha, 30 km northeast of Cumberland with potential to host highgrade epithermal mineralization and large gold-copper porphyry mineralization. This property is held 100% by KNX.

Compass Creek

Three granted exploration permits covering 6,400 ha in Pine Creek goldfield, 28 km north of Kirkland Lake’s 2.5Mtpa Union Reefs mill. The property has the potential to host large high-grade orogenic gold mineralization and is held 80% by KNX and 20% by AMD.

Under the terms of the venture, Essex has the right to earn an initial First Stage Earn-in of 50% of KNX’s interest in the three properties by spending AUD $1,000,000 on exploration by May 2021.

The Company has committed to spend an initial AUD $125,000 within three months to pay for aerial LiDAR mapping and assaying of soil samples to better position initial drill programs and completion of NI 43-101 property reports.

At the end of the First Stage Earn-in, Essex has the right to acquire the balance of KNX’s interest in the properties at independent valuation or earn an additional 25% interest in Mt Turner and 20% interest in Cumberland and Compass Creek by funding a further AUD $3,000,000 on exploration.

As at June 30, 2021, the Company advanced $1,729,193 (AUD $1,832,480) to KNX as part of its right to earn interest during the period ended June 30, 2021 on the KNX properties (September 30, 2020 - $757,312 (AUD 837,300)).

During the period ended June 30, 2021, KNX acknowledged that the Company had completed the First Stage Earn-in and has earned 50% of KNX’s interest in all three projects.

Proposed acquisition of KNX

On April 29, 2021, the Company announced that further to its Australian gold earn-in joint venture it has reached agreement to acquire 100% of its joint venture partner, KNX.

Pursuant to the proposed acquisition of KNX:

The Company has agreed to acquire all the issued and outstanding shares in KNX in exchange for the issuance of 5,000,000 ordinary shares in the Company to the shareholders of KNX (the "Purchase Shares").
The purchase of KNX (the "Purchase") is deemed by management as the best way to acquire the balance of KNX's interest in the Australian gold properties as it also gives the Company an Australian operating subsidiary with accumulated tax losses.
The Purchase Shares will be issued to the KNX shareholders on the basis of one Company share for approximately every 4.052 KNX shares.
Completion of the acquisition will give the Company an 83% interest in the Cumberland and Compass Creek Projects and 100% of the Mt Turner Project through its 100% ownership of KNX.

Acquisition Terms

The Purchase is made pursuant to the KNX Joint Venture announced on May 1, 2020. Essex earned an initial 50% interest in KNX's share of the three properties by spending AUD $1,000,000 on exploration, which was announced on January 28, 2021. Essex then had the right to acquire the balance of KNX's interest in the properties at independent valuation or earn an additional 25 per cent interest in Mt Turner and 20 per cent interest in Cumberland and Compass Creek by financing a further AUD $3,000,000 on exploration.

The Purchase Shares will be subject to a statutory four month hold period and an additional voluntary escrow until October 24, 2021. The Purchase is subject to the approval of the TSXV.

The Purchase Shares will be issued cum entitlement to the proposed capital return by the Company of new shares in Optegra ("Optegra Entitlement Shares"). Optegra is a stream finance spin-out from the Company. Optegra plans to raise up to $50-million to finance the initial streams, after which it will file a non-offering prospectus with the British Columbia Securities Commission and seek a new listing as a Tier 1 investment company on the TSXV.

The proposed spin-out of Optegra has been delayed due to market conditions and consequently a revised offer has been submitted to the board of KNX for their consideration.

If for any reason Optegra is not listed on the TSXV or an equivalent or more senior recognized stock exchange by August 25, 2021 the Purchase Shares and the Optegra Entitlement Shares will be cancelled. In this event, the Company will submit a revised offer to KNX based on the market conditions prevailing at the time and the Parties will work in good faith to reach mutually satisfactory revised purchase terms. If such revised purchase terms are not agreed by October 24, 2021, then it will be deemed that all offers by Essex to purchase KNX have been rejected and the provisions of the existing Heads of Agreement between the Parties shall apply.

Closing of the Acquisition into escrow subject to the listing of Optegra.

Additional information regarding the Company’s acquisition of KNX is available on SEDAR at www.sedar.com.

Gold Stream Joint Venture

On July 13, 2020 the Company entered into a gold stream joint venture agreement with Zola Minerals Inc. (“Zola”), an arm’s length private streaming and royalty company whereby the Company has the option to participate for a 50% interest with respect to the gold re-leach project in Chile “Chile Project” in exchange for $300,000 cash payment to Zola and financing the upfront payment of up to US$4.5 million on the first project. Gross profits generated will be shared 50:50 with Zola, subject to a minimum IRR to the Company of 15% on funds invested. The Company also has an option to acquire Zola, its subsidiaries or its business based on an independent valuation should the directors of Zola decide to sell any time before July 9, 2021. This option will remain in place, even if no gold streams on the initial projects proceed.

On April 12, 2021, the Company announced that it has elected to be Zola's exclusive financing partner for a new streaming and royalty company with a focus on renewable energy.

The new company will be funded separately to the Company with the founding shares in the new venture to be distributed pro-rata to the Company’s shareholders.

Pursuant to the Stream and royalty financing agreement with Zola:

Zola has secured exclusive access to a pipeline of long-life renewable energy streams and is in advanced negotiation on additional streams in the renewable energy and metals sectors.
The Company has undertaken to arrange financing for the streaming venture as follows:
The Company incorporated on April 13, 2021, in British Columbia, Canada a new subsidiary called Optegra Capital Corp. ("Optegra") to which it will assign its rights under the Framework Financing Agreement with Zola.
Optegra plans to raise up to $50 million to fund the initial streams after which it will file a nonoffering prospectus with the British Columbia Securities Commission and seek a new listing as a Investment Company on the TSXV.
Optegra will also have the rights to acquire Zola's current and future rights to other streams being negotiated in the renewable energy, battery and precious metals sectors.
It was proposed that approximately $5.6 million in capital will be returned to existing Company shareholders through the distribution of Optegra shares. The capital distribution is the equivalent of $0.20 per Company share in share capital, and will occur once the Optegra prospectus is filed and the TSXV has approved the listing.
The Company will remain focused on its existing Australian gold exploration joint venture projects, with budgets and work programs for the 2021 field season currently being finalized.
At an Annual General and Special Meeting held on June 10, 2021, shareholders were asked to approve a return of capital of the Company by way of a special resolution. At the Meeting, Shareholders were asked to consider and if thought advisable, to pass, with or without variation, a special resolution approving the distribution of up to 7,000,000 common shares of Optegra Capital Corp. by way of a reduction of the capital of the Company in respect of the Common Shares of the Company by an amount equal to up to approximately $7,000,000.

The resolution was passed by the Shareholders of the Company and the Directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Shareholders of the Company, to (i) determine the record date for the Distribution; (ii) to determine the exact number of Optegra Shares to be distributed to the shareholders of the Company or (iii) to determine not to proceed with any or all of the transactions contemplated hereby

Additional information regarding the Company’s stream and royalty financing agreement with Zola is available on SEDAR at www.sedar.com

Summary of periodic results

The following table sets out selected quarterly information for the eight most recent quarters ended June 30, 2021:

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Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, Mar 31, Dec 31, Sep 30,
2021 2021 2020 2020 2020 2020 2019 2019
(Q3) (Q2) (Q1) (Q4) (Q3) (Q2) (Q1) (Q4)
$ $ $ $ $ $ $ $
Net loss (381,085) (306,620) (326,922) (1,254,873) (219,602) (521,520) (59,743) (541,211)
Basic and diluted
loss per share (0.01) (0.01) (0.01) (0.05) (0.01) (0.09) (0.03) (0.26)
Results of Operations
Three ponths Three months Nine months Nine months
ended ended ended ended
June 30, June 30, June 30, June 30,
2021 2020 2021 2020
Expenses
Depreciation $ 456 $ - $ 1,367 $ -
General and administration 12,859 5,106 31,472 32,484
Investor relations 56,001 - 197,065 -
Management and consulting fees 120,000 70,262 349,750 315,262
Professional fees 108,942 48,200 249,330 109,627
Property investigation costs 75,250 91,414 164,722 307,119
Regulatory and transfer agent fees 8,703 2,029 25,645 21,419
Travel and promotion - 1,268 1,410 12,354
Total expenses (382,211) (218,279) (1,020,761) (798,265)
Interest income 938 - 2,796 -
Interest expense - - - (2,600)
Write-off of payable - - 3,150 -
Foreign exchange gain (loss) 188 (1,323) 188 -
Net loss $ (381,085) $ (219,602) $ (1,014,627) $ (800,865)
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Nine months ended June 30, 2021

The net loss for the nine months ended June 30, 2021 was $1,014,627 compared to net loss of $800,865 for the nine months ended June 30, 2020. Major variances as follows:

For the nine months ended June 30, 2021, management and consulting fees were $349,750 compared to $315,262 for the prior year period. The increase is related to higher consulting fees recorded in the current period. Consulting fees recorded in the prior period were related to the development and identification of capital sources for the Company.
For the nine months ended June 30, 2021, property investigation costs were $164,722 compared to $307,119 for the prior year period. The decrease in property investigation costs were due to lower fees recorded in the current period for the review of prospective financing and gold streaming opportunities. The property investigation costs recorded in the prior year period were related to the project due diligence, review, and evaluation of terms of agreements in connection with the earn-in transaction on the three gold projects in Australia.
For the nine months ended June 30, 2021, investor relations were $197,065 compared to $Nil for the prior year period. The increase is related to the contract entered by the Company after June 30, 2020 to help handle investor relation communications. The increase is also related to the firm contracted by the Company after June 30, 2020 to provide market-making services.
For the nine months ended June 30, 2021, professional fees were $249,330 compared to $109,627 for the prior year period. The increase is mainly related to the higher legal services incurred in connection with the Company’s annual general meeting, the Zola transaction, and Optegra incorporation.
For the nine months ended June 30, 2021, general and administration were $31,472 compared to $32,484 for the prior year period. The decrease is mainly related to lower office rent expense. The Company paid five months of rent in the prior period compared to one month of rent in the period ending June 30, 2021.

Three months ended June 30, 2021

The net loss for the three months ended June 30, 2021 was $381,085 compared to net loss of $219,602 for the three months ended June 30, 2020. Major variances as follows:

For the three months ended June 30, 2021, management and consulting fees were $120,000 compared to $70,262 for the prior year quarter. The increase is related to higher consulting fees recorded in the current quarter. Consulting fees recorded in the prior year quarter were related to the development and identification of capital sources for the Company.
For the three months ended June 30, 2021, property investigation costs were $75,250 compared to $91,414 for the prior year quarter. The decrease in property investigation costs were due to lower fees recorded in the current quarter for the review of prospective financing and gold streaming opportunities. The property investigation costs recorded in the prior year quarter were related to the project due diligence, review, and evaluation of terms of agreements in connection with the earn-in transaction on the three gold projects in Australia.
For the three months ended June 30, 2021, investor relations were $56,001 compared to $Nil for the prior year quarter. The increase is related to the contract entered by the Company after June 31, 2020 to help handle investor relation communications. The increase is also related to the firm contracted by the Company after June 30, 2020 to provide market-making services.
For the three months ended June 30, 2021, professional fees were $108,942 compared to $48,200 for the prior year quarter. The increase is mainly related to the higher legal services incurred in connection with the Company’s annual general meeting, the Zola transaction, and Optegra incorporation.
For the three months ended June 30, 2021, regulatory and transfer agent fees were $8,703 compared to $2,029 for the prior year quarter. The increase is mainly related to the higher transfer agent and filings fees in relation to KNX acquisition. The transfer agent and filing fees in the prior year quarter were mainly attributable to the Company’s 5 for 1 consolidation of its common shares.

Liquidity and Capital Resources

As at June 30, 2021, the Company had current assets of $1,183,649 and current liabilities of $260,710 compared to current assets of $3,107,437 and current liabilities of $198,433 as at September 30, 2020. As at June 30, 2021, the Company had working capital of $922,939 compared to working capital of $2,909,004 as at September 30, 2020.

Cash as at June 30, 2021 was $1,078,552 compared to $2,911,633 at September 30, 2020.

On August 18, 2021 the Company closed a non-brokered private placement, raising $1,330,027.66 in gross proceeds through the issuance of 10,230,982 units at a price of $0.13 per unit, each unit is comprised of one common share and one-half Warrant. One full warrant is exercisable to purchase one additional common share at the price of $0.18 for 24 months after closing.

The Company has financed its operations primarily from proceeds from the sale of shares and debt.

The Company is dependent on the capital markets as its sole source of operating capital and the Company’s capital resources are largely determined by the strength of the TSXV and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. The Company plans to issue more securities at such time as it believes additional capital could be obtained on favourable terms. There can be no assurance that such funds can be available on favourable terms, if at all.

Outstanding Shares

As at June 30, 2021 the Company has 28,947,801 common and outstanding shares and the date of this report, the Company has 39,178,783 common shares outstanding.

As at June 30, 2021 the Company has 552,000 warrants outstanding and the date of this report, the Company has 6,142,090 warrants outstanding.

As at June 30, 2021 and the date of this report, the Company has 2,100,000 stock options outstanding and exercisable.

Related Party Balances and Transactions

Balances

At June 30, 2021, the Company has $25,000 (September 30, 2020 - $4,150) due to related parties included in trade payables and accrued liabilities. These amounts are unsecured, non-interest bearing and have no specified terms of repayment. During the period ended June 30, 2021, the Company wrote-off $3,150 of amounts due to a former officer of the Company.

As at June 30, 2021, the Company has $16,000 (September 30, 2020 - $24,000) of management and consulting fees paid in advance to the related parties included in prepaid and deposit.

Transactions

During the nine months ended June 30, 2021 and 2020, the Company has the following related party transactions:

	June 30, 2021	June 30, 2020
	$	$
Management and consulting fees - current directors and officers	233,500	77,762
Management and consulting fees - former directors and officer	-	3,500
Professional fees - former officer	-	6,000
Prepaid fees	16,000	24,000
Propertyinvestigationcosts	49,000	58,810
	298,500	170,072

Financial Instruments

The Company’s financial instruments are exposed to certain financial risks, including liquidity risk, and interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. Refer to Note 1 of its financial statements for further details related to the ability of the Company to continue as a going concern.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2021, the Company had a cash balance of $1,078,552 (September 30, 2020: $2,911,633) to settle current liabilities of $260,710 (September 30, 2020: $198,433). All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Historically, the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date.

The Company’s cash is held in large Canadian financial institutions. The Company has not experienced nor is exposed to any significant credit losses. As a result, the Company’s exposure to credit risk is minimal.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. An immaterial amount of interest rate exposure exists in respect of cash balances on the statement of financial position. As a result, the Company is not exposed to material cash flow interest rate risk on its cash balances.

Foreign currency risk

Foreign currency exchange risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company’s exploration assets are located in Australia and advances to the exploration assets are denominated in Australian dollars. However, given the exploration assets are not fair valued at each reporting date, the Company is not significantly exposed to foreign currency exchange risk.

Fair value of Financial Instruments

The Company’s financial instruments measured at fair value consist of cash, restricted cash, receivables (excluding GST) and accounts payable and accrued liabilities. The carrying values of cash, restricted cash, receivables (excluding GST) and accounts payable and accrued liabilities approximate their fair values due to their short-term in nature and/or the existence of market related interest rates on the instruments.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of fair value hierarchy are:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices that are observable for the assets or liabilities either directly or indirectly; and
Level 3 – inputs that are not based on observable market data.

All financial instruments are classified as Level 1.

New Accounting Standards and Interpretations

IAS 1 Presentation of Financial Statements (Amendment)

On October 1, 2020, the Company adopted the IASB issued amendments to IAS 1 which were incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (AcSB) in February 2019. The amendments clarify the definition of material and how it should be applied, as well as align the definition of material across IFRS standards and other publications. The amended definition of material states: Information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity. The adoption of this new amendment did not have a material impact on the Company’s condensed consolidated interim financial statements.

Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The capital structure of the Company consists of shareholder’s equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Risks and Uncertainties

The Company has limited financial resources and there is no assurance that additional funding will be available to it for further development of its projects or to fulfil its obligations under applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of the Company’s intended business operations with the possible dilution or loss of such interest. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of intended business operations. There is no assurance that the Company can operate profitably or that it will successfully implement its plans.

The Company is in development stage and has no operating earnings. The likelihood of success of the Company must be considered in light of the problems, expenses and difficulties, complications and delays frequently encountered in connection with the establishment of any business. The Company operates at a loss and there is no assurance that the Company will ever be profitable.

Since March 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID- 19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

Qualified Persons and Information Concerning Estimates of Mineral Projects

All of the scientific and technical information contained in this news release has been reviewed and/or prepared by Mr Lee K. Spencer, BSc (Hons), MSc, MAusIMM, a "Qualified Person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Minerals Projects.

Other technical information contained in this MD&A has been summarized by the Company’s Qualified Person, Patrick Harford, B.Sc (Hons), who has supervised the preparation of, and approved, the scientific and technical information contained herein.

ESSEX MINERALS INC. CORPORATE DATA August 27, 2021

HEAD OFFICE

ESSEX MINERALS INC. 3002 - 1211 Melville Street, Vancouver, BC, V6E 0A7 Tel: 1 (604) 681-4653 Email: [email protected]

SOLICITOR

Farris LLP 2005 - 700 W. Georgia Street Vancouver, BC V7Y 1B3 Email [email protected] Jay Sujir Tel: 1 (604) 684-9151

REGISTRAR & TRANSFER AGENT

Computershare Inc. 510 Burrard Street Vancouver, BC V6C 3B9 Tel: 1 (604) 661-9440

AUDITORS

MNP LLP 2200 - 1021 West Hastings Street Vancouver, BC V6E 0C3 Tel: 1 (604) 685-8408 Fax: 1 (604) 685-8594 Email: [email protected]

DIRECTORS AND OFFICERS

Paul Loudon Elena Tanzola James Harris Meghan Lewis Patrick Harford

Director, President, CEO CFO, Corporate Secretary Director Director VP Business Development

INVESTOR CONTACTS

Elena Tanzola Tel: 1 (604) 681-4653 Email: [email protected]

LISTINGS

CAPITALIZATION

Unlimited number of Authorized: common shares, no par value Issued: 39,178,783 Options: 2,100,000 Warrants: 6,142,090 Escrowed shares: Nil

TSX Venture Exchange Trading Symbol: ESX.V CUSIP #: 297133100