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There have been no transactions since January 1, 2023, in which the Company was or is to be a participant and the amount involved exceeds US$120,000 and in which any executive officer or director of the Company, any shareholder beneficially owning more than 5% of any class of our voting securities or an immediate family member of any such persons had or will have a direct or indirect material interest.

Procedures for Approval of Related Party Transactions

Our Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

DIRECTOR INDEPENDENCE

The independence of our directors is determined under Nasdaq Rules.

For the purposes of this Report, the Board has determined that 6 of our 8 current directors are independent persons under the Nasdaq Rules, which is the majority of our Board: James Gowans, John Hick, Mark Christensen, Jason LeBlanc, Donald Newberry and William O’Reilly. Keith Morrison is an executive officer of the Company and is therefore not independent. Norman MacDonald has served as a financial advisor to the Company in connection with a recent significant equity and debt financing and is therefore not independent.

The independent directors meet in executive session, without the presence of non-independent directors and members of management, in conjunction with each regularly scheduled meeting of the Board. During 2023, 15 executive sessions were held. The Board encourages its independent directors to meet formally or informally without any non-independent directors, including members of management, being present, on an as-needed basis. In addition, the small size of the Board helps to create an atmosphere conducive to candid and open discussion among all directors.

Directors are required to attend the Company’s annual meeting of shareholders, unless an urgent event intervenes. All six of the then-serving directors attended the 2023 annual meeting of shareholders.

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