The Company is raising up to CA$2 million (approx. US$1.5) in a non-brokered private placement of units of the Company at a price of $0.05 per Unit. Each Unit consists of one common share and one-half of one common share purchase warrant of the Company. Each full Warrant entitles the holder to purchase one additional common share of the Company for a period of three years, at an exercise price of CA$0.06 per share. The proceeds of the offering will be used for exploration and development on the Samalayuca property, including diamond drilling, land use permits and associated costs, metallurgical bench testing of the copper mineralization, and proposed pilot mining investigation and evaluation. In addition, the money will used for option payments in Mexico, current accounts payable, general administrative expenses, and working capital.