Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant



On December 26, 2019, the Company filed a report on Form 8-K disclosing the entry into a financing agreement dated December 20, 2019 ("Original Loan") with a private individual ("Lender") who is the brother of the Company's Chief Executive Officer, Anthony Zarcone. The Original Loan was subsequently amended on seven (7) previous occasions as disclosed in reports filed on Form 8-K on March 17, 2020, April 24, 2020, May 14, 2020, June 22, 2021, February 18, 2022, October 21, 2022 and February 21, 2023 respectively.

Effective March 28 2023, the Company and Lender entered into a Eighth Amending Agreement pursuant to which the Lender advanced the Company an additional CDN$500,000.00 ("Advance") under the Original Loan. The entire principal amount and accrued interest of the Advance is due and payable no later than September 28, 2023. The Original Loan and the Advance carry interest at the rate of 3.0416% per month (43.26% per annum). The Advance is subject to a Lender's fee of CDN$50,000.00 which was deducted from the Advance. The remaining terms and conditions of the Original Loan remain in full force and effect.

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