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Abstract
On October 30, 2014, pursuant to a private placement of units of Newton ("Units") comprised of $100 principal amount of convertible, unsecured debentures of Newton (the "Debentures") and 2,000 common share purchase warrants of Newton (the "$0.05 Warrants") at a subscription price of $100 per Unit, Mr. [Merv Chia], indirectly, through Supreme Pacific Holdings Inc. ("Supreme"), a company controlled by Mr. Chia, acquired (the "Acquisition") $100,000 principal amount of Debentures and 2,000,000 $0.05 Warrants. The Debentures are convertible into Common Shares at a price of $0.05 per share for a period of three years from the date of issuance. The $0.05 Warrants are exercisable at a price of $0.05 per share for a period of three years from the date of issuance.