| (1) | The
number of common shares being registered includes the resale of up to 93,481,739 common shares
held by the selling shareholders, consisting of (i) 54,261,960 shares of common stock issued
in a private placement and (ii) 39,219,779 common shares issuable upon the exercise of warrants. |
| (2) | Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act of 1933, as amended, the proposed maximum offering price per share
is $0.2331, which is the average of the high and low prices of the common shares on the OTCQB
of the OTC Markets Group, Inc. on July 28, 2025. |
| (3) | A
registration fee of $10,921.30 was previously paid by the Registrant in connection with the
initial filing of the Registration Statement, as filed with the Securities and Exchange Commission
on April 17, 2025, which provided for the registration of 111,256,290 Common shares. The
number of Common shares being registered pursuant to the Registration Statement is being
decreased, by amendment, to 93,481,739 shares. |
| (4) | The
amount includes 39,219,779 warrants issued in a private placement. |
| (5) | Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(g)
under the Securities Act of 1933, as amended, based on the price at which the warrants may
be exercised. |