exh107.htm


    


    Exhibit
10.7

    


    SHARE PURCHASE
AGREEMENT

    


    THIS AGREEMENT is made
effective the 10th day of August, 2009

    


    AMONG:

    


    
      	
               
      

            	
              INSIGHTFULMIND LEARNING,
      INC., a company incorporated under the laws of Canada and having
      registered office at 1600 – 609 Granville Street, Vancouver, British
      Columbia, V7Y 1C3

            


    

    


    (hereinafter called “IMC”)

    


    OF
THE FIRST PART

    


    AND:

    


    
      	
               
      

            	
              CORONUS ENERGY CORP., a company
      incorporated under the laws of the state of Delaware and having a
      registered office at 14446 North Bluff Road, White Rock, British Columbia,
      V4B 3C8.

            


    

    


    (hereinafter called “Coronus”)

    


    OF
THE SECOND PART

    


    AND:

    


    
      	
               
      

            	
              JEFFERSON THACHUK, an
      individual, having a place of residence at 1120 Martin Street, White Rock,
      British Columbia, V4B 3V7

            


    

    


    (hereinafter called “Thachuk”)

    


    OF
THE THIRD PART

    


    AND:

    


    
      	
               
      

            	
              MARK BURGERT, an
      individual, having a place of residence at 14446 North Bluff Road, White
      Rock, British Columbia, V4B 3C8

            


    

    


    (hereinafter called “Burgert”)

    


    OF
THE FOURTH PART

    


    AND:

    


    
      	
               
      

            	
              RAVEN KOPELMAN, an
      individual, having a place of residence at 2980 152A Street, Surrey,
      British Columbia, V4P 1G7

            


    

    


    (hereinafter called “Kopelman”)

    


    OF
THE FIFTH PART

    


    AND:

    


    
      	
               
      

            	
              DAVID HOLMES, an
      individual, having a place of residence at 352 Holborn Street, Coquitlam,
      British Columbia, V3K 4E5

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    -2-

    
 

    (hereinafter called “Holmes”)

    


    OF
THE SIXTH PART

    


    AND:

    


    
      	
               
      

            	
              KENNETH BOGAS, an
      individual, having a place of residence at 5212 6th Avenue, Delta, British
      Columbia, V4M 1L5

            


    

    


    (hereinafter called “Bogas”)

    


    OF
THE SEVENTH PART

    


    AND:

    


    
      	
               
      

            	
              JOHN OMIELAN, an
      individual, having a place of residence at 3981–A Kingsway Street,
      Burnaby, British Columbia, V5H 1Y7

            


    

    


    (hereinafter called “Omielan”)

    


    OF
THE EIGHTH PART

    


    WHEREAS:

    


    
      	
              A.

            	
              Coronus
      is a start-up stage company founded to deploy and operate utility-scale
      solar power systems in the State of California (the "Business");

            


    

    


    
      	
              B.

            	
              Burgert
      is the President, Secretary, Treasurer and sole director of Coronus and
      the owner of the Coronus Share;

            


    

    


    C.         Burgert
is the owner of 250,000 common shares in the capital of IMC (the "Burgert Shares");

    


    D.  
      Thachuk is the owner of 3,275,000 common
shares in the capital of IMC;

    


    E.         The
Optionees are the owners of the IMC Stock Options;

    


    
      	
              F.

            	
              IMC
      has offered to purchase from Burgert and Burgert has agreed to sell to IMC
      the Coronus Share on the terms and conditions set forth
      herein;

            


    

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree each with the other as
follows:

    


    
      	
              1.  

            	
              INTERPRETATION

            


    

    


    
      	
              1.1  

            	
              Definitions

            


    

    


    Where
used herein or in any amendments or schedules hereto, the following terms shall
have the following meanings:

    


    
      	
              (a)  

            	
              "Agreement" means this
      Share Purchase Agreement including all schedules, and all instruments
      supplemental to or in amendment or confirmation of this
      Agreement;

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      
-3-


     

    
      	
              (b)  

            	
              “Acquisition” means the
      acquisition of Coronus Share by IMC, pursuant to which Coronus will become
      a wholly-owned subsidiary of IMC;

            


    

    


    
      	
              (c)  

            	
              “Business Day” means any
      day excepting a Saturday, Sunday or statutory holiday in Vancouver,
      British Columbia;

            


    

    


    
      	
              (d)  

            	
              "Closing" means the
      completion of the sale to and purchase by IMC of the Coronus Share under
      this Agreement;

            


    

    


    
      	
              (e)  

            	
              “Closing Date” means the
      date on which the Closing occurs;

            


    

    


    
      	
              (f)  

            	
              "Coronus Financial
      Statements" means the audited financial statements of Coronus for
      the period ended June 30, 2009;

            


    

    


    
      	
              (g)  

            	
              "Coronus Share" means one
      common share in the capital of Coronus, being all of Coronus' currently
      issued and outstanding share capital as at the date
  hereof;

            


    

    


    
      	
              (h)  

            	
              "IMC Stock Options" means
      the stock options of IMC listed in Schedule "A" hereto, being all of the
      issued and outstanding stock options of IMC as at the date
      hereof;

            


    

    


    
      	
              (i)  

            	
              "Optionees" means,
      collectively, Thachuk, Kopelman, Holmes, Bogas and
  Omielan;

            


    

    


    
      	
              (j)  

            	
              "OTCBB" means the
      Over-The-Counter Bulletin Board;

            


    

    


    
      	
              (k)  

            	
              "Quarter" means a period
      commencing on the day immediately following a Quarter End, and finishing
      on the subsequent Quarter End;

            


    

    


    
      	
              (l)  

            	
              "Quarter End" means, in a
      given year, March 31, June 30, September 30, and December 31 of that year;
      and

            


    

    


    
      	
              (m)  

            	
              "Thachuk Shares" means
      the balance of 2,262,500 common shares in the capital of IMC held by
      Thachuk, after giving effect to the Transfer in accordance with this
      Agreement.

            


    

    


    
      	
              1.2  

            	
              Singular,
      Plural, etc.

            


    

    


    Words
importing the singular number include the plural and vice versa and words
importing gender include the masculine, feminine and neuter
genders.

    


    
      	
              1.3  

            	
              Deemed
      Currency

            


    

    


    In the
absence of a specific designation of any currency, any undescribed dollar amount
herein will be deemed to refer to United States dollars.

    


    
      	
              1.4  

            	
              Organization
      and Headings

            


    

    


    The
division of this Agreement into Articles and Sections and the insertion of
recitals and headings herein are for convenience of reference only and will not
affect the construction or interpretation of this Agreement and, unless
otherwise stated, all references in this Agreement or in the Schedules to
Articles, Sections and Schedules refer to Articles, Sections and Schedules of
and to this Agreement or of the Schedules in which such reference is
made.

    


    
      	
              1.5  

            	
              Governing
      Law

            


    

    


    This
Agreement will be governed by and interpreted in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable
therein.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    -4-

     

     

    
      	
              1.6  

            	
              Incorporation
      of Schedules

            


    

    


    The
following schedules are attached to and form part of this
Agreement:

    


    Schedule
"A" – Insightfulmind Learning, Inc. – Outstanding Stock Options

    


    
      	
              2.  

            	
              PURCHASE AND
      SALE

            


    

    


    
      	
              2.1  

            	
              Purchase
      and Sale

            


    

    


    Based on
the representations and warranties contained in this Agreement and subject to
the terms and conditions hereof, Burgert agrees to sell, assign and transfer to
IMC and IMC agrees to purchase from Burgert, the Coronus Share effective as of
and from the Closing Date, for the price and in accordance with and subject to
the terms and conditions set forth in this Agreement.

    


    
      	
              2.2  

            	
              Purchase
      Price

            


    

    


    
      	
              (a)  

            	
              Burgert
      will sell the Coronus Share to IMC for consideration of IMC issuing
      1,000,000 common shares, at a deemed value of $0.05 per common share, (the
      “Purchase Shares”)
      to Burgert on the Closing Date. If prior to Closing, there shall be a
      reclassification of IMC's common shares, a change in IMC's common shares
      into other shares or securities, a subdivision or consolidation of IMC's
      common shares into a greater or lesser number of common shares, or any
      other capital reorganization, the respective number of Purchase Shares
      issued, and their deemed value, shall be adjusted
      proportionately.

            


    

    


    
      	
              (b)  

            	
              Burgert
      acknowledges that the Purchase Shares will be subject to the Escrow
      Agreement.

            


    

    


    
      	
              2.3  

            	
              Burgert
      Engagement and Options

            


    

    


    On the
Closing Date, upon completion of the Acquisition, IMC will:

    


    
      	
              (a)  

            	
              engage
      Burgert as a consultant to IMC;
and,

            


    

    


    
      	
              (b)  

            	
              in
      consideration for this engagement, issue to
  Burgert:

            


    

    


    
      	
              (i)  

            	
              75,000
      stock options entitling Burgert to acquire 75,000 common shares of IMC at
      a price of $0.13 per share until April 22, 2015;
  and

            


    

    


    
      	
              (ii)  

            	
              100,000
      stock options entitling Burgert to acquire 100,000 common shares of IMC at
      a price of $0.13 per share until March 31,
2016;

            


    

    


    (collectively,
the "Burgert
Options").  The Burgert Options will not be subject to any
vesting provisions. If prior to Closing, there shall be a reclassification of
IMC's common shares, a change in IMC's common shares into other shares or
securities, a subdivision or consolidation of IMC's common shares into a greater
or lesser number of common shares, or any other capital reorganization, the
respective number and exercise price of the Burgert Options granted pursuant to
section 2.3(b) shall be adjusted proportionately.

    


    
      	
              2.4  

            	
              Share
      Transfer

            


    

    


    
      	
              (a)  

            	
              In
      consideration of Burgert paying $1.00 to Thachuk, Thachuk will, and does
      hereby agree to, transfer (the "Transfer") 1,012,500
      common shares in the capital of IMC (the "Transfer Shares") to
      Burgert not less than 61 days prior to the Closing Date. If prior to the
      Transfer, there shall be a reclassification of IMC's common shares, a
      change in IMC's common shares into other shares or securities, a
      subdivision or

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    -5-

    
 

    
      	
               
      

            	
              consolidation
      of IMC's common shares into a greater or lesser number of common shares,
      or any other capital reorganization, the respective number of Transfer
      Shares transferred shall be adjusted
  proportionately.

            


    

    


    
      	
              (b)  

            	
              Burgert
      acknowledges that the Transfer Shares will be subject to the Escrow
      Agreement.

            


    

    


    
      	
              2.5  

            	
              Restrictions
      on Transfer

            


    

    


    
      	
              (a)  

            	
              IMC
      acknowledges and agrees that as Coronus is not a “reporting issuer” (or
      equivalent thereof) in any jurisdiction of Canada, the Coronus Share is
      subject to an indefinite restriction on resale (i.e., a “hold period”)
      under applicable Canadian securities laws and IMC will not be able to
      resell the Coronus Share until expiration of the applicable hold period
      (which hold period will not commence to run until Coronus has become a
      "reporting issuer" in a jurisdiction of Canada (which Coronus has no
      obligation to become)) other than in accordance with limited exemptions
      under applicable securities legislation and regulatory
    policy.

            


    

    


    
      	
              (b)  

            	
              Burgert
      acknowledges and agrees that the Purchase Shares and the Transfer Shares
      will be subject to restrictions on resale and transfer in accordance with
      applicable securities laws.  Burgert further acknowledges and
      agrees that the Purchase Shares and the Transfer Shares may be subject to
      additional resale restrictions based upon Burgert’s jurisdiction of
      residence and the jurisdiction of residence of any proposed transferee of
      the Purchase Shares or the Transfer Shares, and it is Burgert’s
      responsibility to find out what these restrictions are and comply with
      same before selling, transferring or otherwise disposing of the Purchase
      Shares or the Transfer Shares.  Burgert acknowledges and agrees
      that the certificates representing the Purchase Shares and the Transfer
      Shares will bear such legends as is required with respect to any such
      restrictions on resale and
transfer.

            


    

    


    
      	
              2.6  

            	
              Escrow
      Agreement

            


    

    


    On the
Closing Date, IMC, Thachuk, and Burgert will enter into an escrow agreement (the
"Escrow Agreement")
pursuant to which the Purchase Shares, the Transfer Shares, the Burgert Shares
and the Thachuk Shares (collectively, the "Escrowed Shares") will be
escrowed.  The Escrowed shares will be releasable quarterly on each
Quarter End on the following basis:

    


    
      	
              (a)  

            	
              For
      each $1.00 in revenue earned by Coronus and IMC in a given Quarter, one
      Escrowed Share will be released to Burgert and one Escrowed Share will be
      released to Thachuk.

            


    

    


    If prior
to entering into the Escrow Agreement, there shall be a reclassification of
IMC's common shares, a change in IMC's common shares into other shares or
securities, a subdivision or consolidation of IMC's common shares into a greater
or lesser number of common shares, or any other capital reorganization, the
respective number of the Escrowed Shares and the MB Shares and JT Shares
releasable pursuant to section 2.6(a) shall be adjusted
proportionately.

    


    
      	
              2.7  

            	
              Transaction
      Expenses

            


    

    


    IMC will
bear all costs and expenses incurred by the each of the parties to this
Agreement in negotiating and preparing this Agreement and in closing and
carrying out the transactions contemplated by this Agreement.  Without
limiting the generality of the foregoing, IMC will pay the costs to prepare the
Coronus Financial Statements.

    


    
      	
              2.8  

            	
              Confidentiality

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    -6-


    
 

    
      	
              (a)  

            	
              Unless
      and until the transactions contemplated in this Agreement have been
      completed, or this Agreement has been terminated, except with the prior
      written consent of the other parties, each of the parties hereto and their
      respective employees, officers, directors, shareholders, agents, advisors
      and other representatives will hold all information received from the
      other party in strictest confidence, except such information and documents
      available to the public or as are required to be disclosed by applicable
      law.

            


    

    


    
      	
              (b)  

            	
              All
      such information in written form and documents will be returned to the
      party originally delivering them in the event that the transactions
      provided for in this Agreement are not
  consummated.

            


    

    


    
      	
              3.  

            	
              REPRESENTATIONS AND
      WARRANTIES OF CORONUS

            


    

    


    Coronus
represents and warrants to IMC (and acknowledges that IMC is relying upon such
representations and warranties in connection with the purchase by IMC of the
Coronus Share) that as at the date of this Agreement and the Closing
Date:

    


    
      	
              3.1  

            	
              It
      has been duly incorporated and organized and is validly subsisting under
      the laws of Delaware.

            


    

    


    
      	
              3.2  

            	
              It
      has the corporate power to carry on the
  Business.

            


    

    


    
      	
              3.3  

            	
              The
      authorized capital of Coronus consists of 1,500 shares of no par common
      voting stock.

            


    

    


    
      	
              3.4  

            	
              The
      Coronus Share represents all of Coronus' current issued and outstanding
      share capital and has been validly issued and is outstanding in compliance
      with all applicable corporate laws.

            


    

    


    
      	
              3.5  

            	
              The
      books and records of Coronus fairly and correctly set out and disclose in
      all material respects, in accordance with generally accepted accounting
      principles, the financial position of Coronus as at the date hereof, and
      all material financial transactions of Coronus relating to the Business
      have been accurately recorded in such books and
  records.

            


    

    


    
      	
              3.6  

            	
              To
      its knowledge, Coronus is conducting and will continue to conduct the
      Business in compliance with all applicable laws, rules and regulations of
      each jurisdiction in which its business is or will be carried on and
      Coronus is not in material breach of any such laws, rules or regulations
      in California (being the only jurisdiction in which Coronus carries on or
      proposes to carry on the Business).

            


    

    


    
      	
              3.7  

            	
              It
      has good right, full corporate power and absolute authority to enter into
      this Agreement and to perform all of its obligations under this
      Agreement.

            


    

    


    
      	
              3.8  

            	
              It
      has taken all necessary actions, steps and corporate and other proceedings
      to approve or authorize, validly and effectively, the entering into, and
      the execution, delivery and performance of this Agreement and to complete
      the Acquisition.

            


    

    


    
      	
              3.9  

            	
              No
      action or proceeding has been commenced or filed by or against Coronus
      which seeks or may lead to receivership, bankruptcy, a consumer proposal
      or any other similar proceeding in respect of Coronus, the adjustment,
      compromise or composition of claims against Coronus or the appointment of
      a trustee, receiver, liquidator, custodian, or other similar officer for
      Coronus or any portion of its assets. No such action or proceeding has
      been authorized or is being considered by or on behalf of Coronus and no
      creditor or equity security holder of Coronus has, to the knowledge of
      Coronus, threatened to commence or advise that it may commence, any such
      action or proceeding.

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -7-

    
 

    
      	
              3.10  

            	
              There
      are not any actions, suits or proceedings, pending or threatened against
      or affecting Coronus, or affecting the Business, at law or in equity, or
      before or by any federal, state, municipal or other governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or foreign and Coronus is not aware of any existing ground on which any
      such action, suit or proceeding might be commenced with any reasonable
      likelihood of success.

            


    

    


    
      	
              3.11  

            	
              The
      Coronus Financial Statements present fairly the assets, liabilities
      (whether accrued, absolute, contingent or otherwise) and the financial
      condition of Coronus as at the date thereof and there will not be, as at
      the Closing Date, any material adverse change in its assets or financial
      condition or material increase in such liabilities from that shown in the
      most recent financial statements.

            


    

    


    
      	
              3.12  

            	
              Coronus
      has made full disclosure to IMC of all aspects of the Business and has
      made all of its books and records available to the representatives of IMC
      in order to assist IMC in the performance of its due diligence
      investigations and there are not any material facts in relation to the
      Business or Coronus that have not been disclosed to
  IMC.

            


    

    


    
      	
              3.13  

            	
              All
      information, records and data furnished to IMC, its representatives and
      legal counsel pursuant to this Agreement, are, to Coronus’ knowledge,
      accurate in all material respects.

            


    

    


    
      	
              3.14  

            	
              Coronus
      has been advised to, and has been given the opportunity to seek
      independent legal advice regarding the Acquisition and the subject matter
      of this Agreement.

            


    

    


    
      	
              3.15  

            	
              The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not constitute a breach or a default
      under any agreement to which it is a party or by which it is
      bound.

            


    

    


    
      	
              3.16  

            	
              This
      Agreement has been duly executed and delivered by Coronus and the
      Agreement will constitute a legal, valid and binding obligation of Coronus
      enforceable in accordance with its
terms.

            


    

    


    
      	
              4.  

            	
              REPRESENTATIONS AND
      WARRANTIES OF BURGERT

            


    

    


    
      	
              4.1  

            	
              Burgert
      hereby represents and warrants to IMC (and acknowledges that IMC is
      relying upon such representations and warranties in entering into this
      Agreement) that as follows:

            


    

    


    
      	
              (a)  

            	
              Burgert
      has or will have on the Closing Date good, marketable, beneficial and
      recorded title to the Coronus Share, free of any encumbrances, and Burgert
      has good right, full power and absolute authority to Sell the Coronus
      Share to IMC in the manner as provided in this Agreement;
    and

            


    

    


    
      	
              (b)  

            	
              This
      Agreement has been duly executed and delivered by Burgert and the
      Agreement will constitute a legal, valid and binding obligation of Burgert
      enforceable against Burgert in accordance with its
  terms.

            


    

    


    
      	
              5.  

            	
              REPRESENTATIONS AND
      WARRANTIES OF IMC

            


    

    


    IMC
represents and warrants to Coronus and Burgert (and acknowledges that Coronus
and Burgert are relying upon such representations and warranties in entering
into this Agreement) that as at the date of this Agreement and the Closing
Date:

    


    
      	
              5.1  

            	
              IMC
      has been duly incorporated and organized and is validly subsisting under
      the laws of Canada.

            


    

    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -8-

    
 

    
      	
              5.2  

            	
              The
      authorized capital of IMC consists of an unlimited number of common shares
      without par value of which, immediately prior to Closing, 6,771,293 common
      shares are issued and outstanding. If prior to Closing, there shall be a
      reclassification of IMC's common shares, a change in IMC's common shares
      into other shares or securities, a subdivision or consolidation of IMC's
      common shares into a greater or lesser number of common shares, or any
      other capital reorganization, the respective number of common shares
      issued and outstanding shall be adjusted
  proportionately.

            


    

    


    
      	
              5.3  

            	
              Other
      than the IMC Stock Options, no person, firm or corporation has any
      agreement or option, including convertible securities, warrants or
      convertible obligations of any nature, or any right or privilege (whether
      by law, pre-emptive or contractual) capable of becoming an agreement or
      option for the purchase, subscription, allotment or issuance of any of the
      unissued securities or ownership interests of
  IMC.

            


    

    


    
      	
              5.4  

            	
              IMC
      is a reporting issuer under applicable United States securities laws and
      is in good standing with respect to material filings required to be made
      under such statutes;

            


    

    


    
      	
              5.5  

            	
              IMC's
      common shares are listed and posted for trading on the OTCBB and IMC is
      not in material breach of any regulation, by-law or policy of, or any of
      the terms and conditions of its listing on, the OTCBB applicable to IMC or
      its operations.

            


    

    


    
      	
              5.6  

            	
              IMC
      has the corporate power to carry on the business as now being conducted
      and is proposed to be conducted by
it.

            


    

    


    
      	
              5.7  

            	
              The
      books and records of IMC fairly and correctly set out and disclose in all
      material respects, in accordance with generally accepted accounting
      principles, the financial position of IMC as at the date hereof, and all
      material financial transactions of IMC have been accurately recorded in
      such books and records.

            


    

    


    
      	
              5.8  

            	
              To
      its knowledge, IMC is conducting and will continue to conduct the business
      carried on by it in compliance with all applicable laws, rules and
      regulations of each jurisdiction in which its business is or will be
      carried on and IMC is not in material breach of any such laws, rules or
      regulations in any jurisdiction in which IMC carries on or proposes to
      carry on business.

            


    

    


    
      	
              5.9  

            	
              It
      has good right, full corporate power and absolute authority to enter into
      this Agreement and to perform all of its obligations under this
      Agreement.

            


    

    


    
      	
              5.10  

            	
              It
      has taken all necessary actions, steps and corporate and other proceedings
      to approve or authorize, validly and effectively, the entering into, and
      the execution, delivery and performance of this
  Agreement.

            


    

    


    
      	
              5.11  

            	
              All
      necessary corporate actions will at Closing have been duly taken by the
      IMC to authorize the creation, allotment and issue of the Purchase Shares
      and upon issuance, the Purchased Shares will have been duly and validly
      allotted and issued as fully paid and non-assessable common shares in the
      capital of the IMC.

            


    

    


    
      	
              5.12  

            	
              No
      action or proceeding has been commenced or filed by or against IMC which
      seeks or may lead to receivership, bankruptcy, a consumer proposal or any
      other similar proceeding in respect of IMC, the adjustment, compromise or
      composition of claims against IMC or the appointment of a trustee,
      receiver, liquidator, custodian, or other similar officer for IMC or any
      portion of its assets. No such action or proceeding has been authorized or
      is being considered by or on behalf of IMC and no creditor or equity
      security holder of IMC has, to the knowledge of IMC, threatened to
      commence or advise that it may commence, any such action or
      proceeding.

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    -9-


    
 

    
      	
              5.13  

            	
              There
      are not any actions, suits or proceedings, pending or threatened against
      or affecting IMC, or affecting its businesses, at law or in equity, or
      before or by any federal, state, municipal or other governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or foreign and IMC is not aware of any existing ground on which any such
      action, suit or proceeding might be commenced with any reasonable
      likelihood of success.

            


    

    


    
      	
              5.14  

            	
              IMC's
      most recent annual and quarterly financial statements filed on
      www.edgar.com present fairly the assets, liabilities (whether accrued,
      absolute, contingent or otherwise) and the financial condition of IMC as
      at the date thereof and there will not be, as at the Closing Date, any
      material adverse change in its assets or financial condition or material
      increase in such liabilities from that shown in the most recent financial
      statements.

            


    

    


    
      	
              5.15  

            	
              IMC
      has made full disclosure to Coronus and Burgert of all aspects of the
      business carried on by it and has made all of its books and records
      available to Burgert and to the representatives of Coronus in order to
      assist them in the performance of their due diligence investigations and
      there are not any material facts in relation to IMC that have not been
      disclosed to Burgert and Coronus.

            


    

    


    
      	
              5.16  

            	
              All
      information, records and data furnished to Coronus, its representatives
      and legal counsel pursuant to this Agreement, are, to IMC’s knowledge,
      accurate in all material respects.

            


    

    


    
      	
              5.17  

            	
              No
      consents of, filings with or approval of any governmental or regulatory
      body or authority is required for the purchase of the Coronus Share by IMC
      other than those presently held or obtained by IMC which are in full force
      and effect.

            


    

    


    
      	
              5.18  

            	
              The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not constitute a breach or a default
      under any agreement to which it is a party or by which it is
      bound.

            


    

    


    
      	
              5.19  

            	
              This
      Agreement has been duly executed and delivered by IMC and the Agreement
      will constitute a legal, valid and binding obligation of IMC enforceable
      against IMC in accordance with its
terms.

            


    

    


    
      	
              6.  

            	
              REPRESENTATIONS AND
      WARRANTIES OF THACHUK

            


    

    


    
      	
              6.1  

            	
              Thachuk
      hereby represents and warrants to Burgert (and acknowledges that Burgert
      is relying upon such representations and warranties in entering into this
      Agreement) that as follows:

            


    

    


    
      	
              (a)  

            	
              Thachuk
      has or will have on the date on which the Transfer occurs, marketable,
      beneficial and recorded title to the Transfer Shares, free of any
      encumbrances, and Thachuk has good right, full power and absolute
      authority to transfer the Transfer Shares to Burgert in the manner as
      provided in this Agreement; and

            


    

    


    
      	
              (b)  

            	
              This
      Agreement has been duly executed and delivered by Thachuk and the
      Agreement will constitute a legal, valid and binding obligation of Thachuk
      enforceable against Thachuk in accordance with its
  terms.

            


    

    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -10-

    
 

    
      	
              7.  

            	
              REPRESENTATIONS AND
      WARRANTIES OF THE OPTIONEES

            


    

    


    
      	
              7.1  

            	
              Each
      of the Optionees jointly and severally represent and warrant to IMC and
      Burgert (and acknowledge that IMC and Burgert are relying upon such
      representations and warranties in entering into this Agreement) that as at
      the date of this Agreement and the Closing
Date:

            


    

    


    
      	
              (a)  

            	
              The
      Optionee has or will have as at the date of this Agreement, good,
      marketable, beneficial and recorded title to the IMC Stock Options listed
      opposite their respective name in Schedule "A" hereto, free of any
      encumbrances; and

            


    

    


    
      	
              (b)  

            	
              This
      Agreement has been duly executed and delivered by the Optionee and the
      Agreement will constitute a legal, valid and binding obligation of the
      Optionee enforceable against the Optionee in accordance with its
      terms.

            


    

    


    
      	
              8.  

            	
              ACTS IN CONTEMPLATION
      OF CLOSING

            


    

    


    The
parties covenant and agree with each other to do or cause to be done the
following prior to or on the Closing Date:

    


    
      	
              8.1  

            	
              Kopelman
      will, and does hereby agree to return to IMC, for cancellation the
      following IMC Stock Options (collectively, the "Kopelman
      Options"):

            


    

    


    
      	
              (a)  

            	
              75,000
      IMC Stock Options exercisable at $0.14 until January 19,
    2012;

            


    

    


    
      	
              (b)  

            	
              75,000
      IMC Stock Options exercisable at $0.13 until April 22, 2015;
      and

            


    

    


    
      	
              (c)  

            	
              90,000
      IMC Stock Options exercisable at $0.13 until March 31,
    2016.

            


    

    


    
      	
              8.2  

            	
              Holmes
      will, and does hereby agree to return to IMC, for cancellation 95,000 IMC
      Stock Options exercisable at $0.13 until May 4, 2017 (the "Holmes
      Options").

            


    

    


    
      	
              8.3  

            	
              Bogas
      will, and does hereby agree to return to IMC, for cancellation 95,000 IMC
      Stock Options exercisable at $0.13 until March 30, 2017 (the "Bogas
      Options").

            


    

    


    
      	
              8.4  

            	
              Omielan
      will, and does hereby agree to return to IMC, for cancellation 22,500 IMC
      Stock Options exercisable at $0.21 until May 9, 2017 (the "Omielan
      Options").

            


    

    


    
      	
              8.5  

            	
              If
      prior to the cancellation of the Kopelman Options, the Holmes Options, the
      Bogas Options and/or the Omielan Options, there shall be a
      reclassification of IMC's common shares, a change in IMC's common shares
      into other shares or securities, a subdivision or consolidation of IMC's
      common shares into a greater or lesser number of common shares, or any
      other capital reorganization, the respective number of the Kopelman
      Options, the Holmes Options, the Bogas Options and/or the Omielan Options
      cancelled pursuant to sections 8.1, 8.2, 8.3, and 8.4 respectively shall
      be adjusted proportionately.

            


    

    


    
      	
              8.6  

            	
              IMC
      will:

            


    

    


    
      	
              (a)  

            	
              use
      its commercially reasonable best efforts to obtain shareholder approval
      for the issuance of the Purchase Shares to
  Burgert;

            


    

    


    
      	
              (b)  

            	
              use
      its commercially reasonable best efforts to conduct and complete it's due
      diligence review of Coronus and the Business;
  and,

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -11-

    
 

    
      	
              (c)  

            	
              cancel
      the Kopelman Options, the Holmes Options, the Bogas Options and the
      Omielan Options.

            


    

    


    
      	
              8.7  

            	
              Thachuck
      will, not less than 61 days prior to the Closing Date, complete the
      Transfer of the Transfer Shares to
Burgert.

            


    

    


    
      	
              8.8  

            	
              Coronus
      and Burgert will:

            


    

    


    
      	
              (a)  

            	
              use
      their commercially reasonable best efforts to conduct and complete their
      due diligence review of IMC;

            


    

    


    
      	
              (b)  

            	
              appoint
      Thachuk to Coronus' board of
directors;

            


    

    


    
      	
              (c)  

            	
              appoint
      Thachuk as Coronus' Chairman, Chief Executive Officer, Chief Financial
      Officer, Secretary and Treasurer;

            


    

    


    
      	
              (d)  

            	
              assist
      in the preparation of the Coronus Financial Statements;
  and

            


    

    


    
      	
              (e)  

            	
              deliver
      the Coronus Financial Statements to
IMC.

            


    

    


    
      	
              9.  

            	
              CONDITIONS OF
      CLOSING

            


    

    


    
      	
              9.1  

            	
              IMC’s
      Conditions

            


    

    


    The
obligation of IMC to complete the Acquisition contemplated herein is subject to
the fulfillment, on or before the Closing Date, of each of the following
conditions precedent, unless waived in writing by IMC:

    


    
      	
              (a)  

            	
              Coronus and Burgert's
      Warranties and Covenants.  At the Closing Date, each of
      Coronus, and Burgert shall have executed, delivered and performed all
      agreements and documents on their part to be performed hereunder; all
      representations and warranties contained in Sections 3 and 4,
      respectively, shall be true at the Closing Date in all material respects,
      with the same effect as if made on and as of such
  date.

            


    

    


    
      	
              (b)  

            	
              Compliance. All
      of the terms, covenants and agreements set forth in this Agreement to be
      complied with or performed by Burgert and Coronus at or before the Closing
      Date shall have been complied with or performed in all material respects
      by Burgert and Coronus on or before the Closing
  Date.

            


    

    


    
      	
              (c)  

            	
              No Material
      Change.  Except as otherwise disclosed to IMC, at the
      Closing Date, there shall not have been any material adverse change in the
      condition (financial or otherwise), of the assets, liabilities,
      capitalization or business of Coronus from that as set forth in the
      Coronus Financial Statements, in this Agreement or as otherwise disclosed
      to IMC in writing prior to the date of this
  Agreement.

            


    

    


    
      	
              (d)  

            	
              Transfer.  The
      Transfer shall have been completed not less than 61 days prior to the
      Closing Date.

            


    

    


    
      	
              (e)  

            	
              Shareholder
      Approval.  At the Closing Date, the issuance of the
      Purchase Shares to Burgert will have been approved by a special resolution
      of IMC's shareholders.

            


    

    


    
      	
              (f)  

            	
              Corporate
      Proceedings.  At the Closing Date, all necessary steps
      and corporate proceedings, shall have been taken by Burgert and Coronus,
      as applicable, to permit the Coronus Share to be sold, assigned and
      transferred to IMC.

            


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -12-

    
 

    
      	
              (g)  

            	
              Closing
      Documents.  At the Closing Date, Burgert shall have
      executed and delivered to IMC all documents as IMC may reasonably request
      for the purposes of effecting the sale of the Coronus Share to IMC in
      accordance with the terms of this
Agreement.

            


    

    


    
      	
              (h)  

            	
              Coronus Financial
      Statements.  At the Closing Date, Coronus shall have
      completed and delivered to IMC, the Coronus Financial
      Statements.

            


    

    


    
      	
              (i)  

            	
              Escrow
      Agreement.  Burgert shall have executed and delivered the
      Escrow Agreement, together with the Burgert Shares to
  IMC.

            


    

    


    
      	
              (j)  

            	
              Resignations.  At
      or before the Closing Date and subject to the other terms and conditions
      hereof, Burgert shall have delivered to IMC and Thachuk his written
      resignation as Secretary and Treasurer of
  Coronus.

            


    

    


    If any
such conditions shall not be fulfilled or waived in writing by IMC at or prior
to the Closing Date, IMC may rescind this Agreement by written notice to Burgert
and Coronus and, in such event, IMC and Thachuk and Burgert and Coronus shall be
released from all obligations hereunder.

    


    
      	
              9.2  

            	
              Burgert’s
      Conditions

            


    

    


    The
obligation of Burgert to complete the sale of the Coronus Share to IMC as
contemplated herein is subject to the fulfillment, on or before the Closing
Date, of the following conditions precedent, unless waived in writing by
Burgert.

    


    
      	
              (a)  

            	
              Purchaser's
      Representations, Warranties and Covenants.  At the
      Closing Date, each of IMC and Thachuk shall have executed, delivered and
      performed all agreements and documents on their part to be performed
      hereunder; all representations and warranties contained in Sections 5 and
      6, respectively, shall be true at the Closing Date, with the same effect
      as if made on and as of such date .

            


    

    


    
      	
              (b)  

            	
              Compliance.  All
      of the terms, covenants and agreements set forth in this Agreement to be
      complied with or performed by IMC and Thachuk at or before the Closing
      Date shall have been complied with or performed by IMC and Thachuk on or
      before the Closing Date.

            


    

    


    
      	
              (c)  

            	
              No Material
      Change.  At the Closing Date, there shall not have been
      any material adverse change in the condition (financial or otherwise), of
      the assets, liabilities, capitalization or business of IMC from that as
      set forth in IMC's most recent annual and interim financial statements, in
      this Agreement or as otherwise disclosed to Burgert in writing prior to
      the date of this Agreement.

            


    

    


    
      	
              (d)  

            	
              Corporate
      Proceedings.  At the Closing Date, all necessary steps
      and corporate proceeding shall have been taken by IMC to permit the
      Purchase Shares to be duly issued to Burgert in accordance with the terms
      hereof.

            


    

    


    
      	
              (e)  

            	
              Transfer.  The
      Transfer shall have been completed not less than 61 days prior to the
      Closing Date.

            


    

    


    
      	
              (f)  

            	
              Shareholder
      Approval.  At the Closing Date, the issuance of the
      Purchase Shares to Burgert will have been approved by a special resolution
      of IMC's shareholders.

            


    

    


    
      	
              (g)  

            	
              Escrow
      Agreement.  At the Closing Date, Thachuk shall have
      executed and delivered the Escrow Agreement, together with the Thachuk
      Shares and the Transfer Shares, to
IMC.

            


    

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    -13-

    
 

    If any
such conditions shall not be fulfilled or waived in writing by Burgert at or
prior to the Closing Date, Burgert may rescind this Agreement by written notice
to IMC and Thachuk and, in such event, IMC and Thachuk and Burgert, and Coronus
shall be released from all obligations hereunder.

    


    
      	
              9.3  

            	
              Rescission
      and Termination

            


    

    


    
      	
              (a)  

            	
              Satisfaction of
      Conditions.  All of the parties hereto covenant and agree
      with the other parties hereto to use all commercially reasonable efforts
      until the Closing Date to take or refrain from taking any actions with the
      intent that the conditions precedent, as set forth in Section 8 hereof,
      shall be satisfied and all covenants and agreements herein made by them
      shall have been performed.

            


    

    


    
      	
              (b)  

            	
              Consequences of
      Rescission.  In the event this Agreement is rescinded and
      terminated pursuant to the provisions of Section 9.1 or Section 9.2
      hereof, each party hereto shall be released from all obligations hereunder
      and each party hereto shall take all reasonable actions to return the
      other parties to the position relative to the Acquisition and this
      Agreement which such party occupied prior to the execution
      hereof.

            


    

    


    
      	
              10.  

            	
              CLOSING
      ARRANGEMENTS

            


    

    


    
      	
              10.1  

            	
              The
      closing shall take place on the Closing Date at the offices of Anfield
      Sujir Kennedy & Durno, counsel to IMC, in the city of Vancouver,
      British Columbia.

            


    

    


    
      	
              10.2  

            	
              At
      Closing, upon fulfilment of all the conditions set out in Section 9 which
      have not been waived in writing by IMC, Thachuk or Burgert, as the case
      may be:

            


    

    


    
      	
              (a)  

            	
              Burgert
      shall deliver to IMC:

            


    

    


    
      	
              (i)  

            	
              a
      certificate representing the Coronus Share duly registered in IMC’s
      name;

            


    

    


    
      	
              (ii)  

            	
              a
      copy of the Escrow Agreement, executed by
  Burgert;

            


    

    


    
      	
              (iii)  

            	
              the
      Transfer Shares; and

            


    

    


    
      	
              (iv)  

            	
              the
      Burgert Shares.

            


    

    


    
      	
              (b)  

            	
              IMC
      shall deliver to Burgert:

            


    

    


    
      	
              (i)  

            	
              a
      certificate representing the Purchase Shares duly registered in Burgert's
      name;

            


    

    


    
      	
              (c)  

            	
              Thachuk
      shall deliver to IMC:

            


    

    


    
      	
              (i)  

            	
              the
      Thachuk Shares; and

            


    

    


    
      	
              (ii)  

            	
              a
      copy of the Escrow Agreement, executed by
  Thachuk.

            


    

    


    
      	
              11.  

            	
              POST
      CLOSING MATTERS

            


    

    


    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -14-

    
 

    
      	
              11.1  

            	
              On
      the Closing Date, following the Closing of the Acquisition, IMC shall,
      subject to board approval, engage Burgert as a consultant to
      IMC.

            


    

    


    
      	
              11.2  

            	
              On
      the Closing Date, following the Closing of the Acquisition, IMC shall,
      subject to board approval, grant the Burgert Options to
      Burgert.

            


    

    


    
      	
              11.3  

            	
              Following
      Closing, IMC shall use its best efforts to obtain shareholder approval
      for, and will upon receipt of such shareholder approval, change it's name
      to "Coronus Solar Inc." or such other name as the shareholders of IMC may
      approve.

            


    

    


    
      	
              11.4  

            	
              Following
      Closing, IMC shall use its best efforts to obtain shareholder approval
      for, and will upon receipt of such shareholder approval, subdivide the
      shares of its common stock on the basis of two post-division common shares
      for each one pre-division common
share.

            


    

    


    
      	
              12.  

            	
              SURVIVAL,

            


    

    


    
      	
              12.1  

            	
              Survival
      of Representations and Warranties

            


    

    


    
      	
              (a)  

            	
              The
      representations and warranties in Sections 3, 4, 5, 6 and 7 hereof, shall
      survive the completion of the
Acquisition,

            


    

    


    
      	
              (b)  

            	
              to
      the extent they have not been fully performed on or prior to the Closing
      Date, the remaining representations and warranties set forth in Sections
      3, 4, 5, 6 and 7 shall continue in full force and effect for a period of
      one year from the Closing Date.

            


    

    


    
      	
              13.  

            	
              COMPLIANCE WITH
      SECURITIES REGULATORY
REQUIREMENTS

            


    

    


    
      	
              13.1  

            	
              The
      parties acknowledge that IMC may be required under applicable securities
      laws to prepare and file certain disclosure documents in connection with
      the completion of the Acquisition and the transaction contemplated under
      this Agreement and the parties hereby agree assist in the preparation of
      such documents as required.

            


    

    


    
      	
              14.  

            	
              LEGAL
      PROCEEDINGS

            


    

    


    
      	
              14.1  

            	
              In
      the event that any proceeding, litigation or action (an “Action”) is taken
      by any party or parties hereto against any other party or parties in
      respect of this Agreement or the transactions contemplated hereunder, any
      and all costs incurred by the prevailing party or parties in respect of
      such Action shall be paid by the unsuccessful party or parties to such
      Action.

            


    

    


    
      	
              15.  

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              15.1  

            	
              Time
      shall be of the essence of this
Agreement.

            


    

    


    
      	
              15.2  

            	
              This
      Agreement contains the whole agreement between the parties hereto in
      respect of the purchase and sale of the Coronus Share and the transactions
      contemplated herein and there are no warranties, representations, terms,
      conditions or collateral agreements expressed, implied or statutory, other
      than as expressly set forth in this
Agreement.

            


    

    


    
      	
              15.3  

            	
              This
      Agreement shall enure to the benefit of and be binding upon the parties
      hereto and their respective successors and permitted assigns. Neither IMC
      nor Thachuk may assign this Agreement without the written consent of
      Burgert and Coronus, which consent shall not be unreasonably withheld.
      Neither Coronus nor Burgert may assign this Agreement without the written
      consent of IMC and Thachuk, which consent shall not be unreasonably
      withheld.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -15-

    
 

    
      	
              15.4  

            	
              Any
      notice to be given under this Agreement shall be duly and properly given
      if made in writing and by delivering the same to each party at their
      respective address provided on pages 1 and 2 of this
      Agreement.  Any notice given as aforesaid shall be deemed to
      have been given or made on the date on which it was
      delivered.  Any party hereto may change its address for notice
      from time to time by notice given to the other parties hereto in
      accordance with the foregoing.

            


    

    


    
      	
              15.5  

            	
              This
      Agreement may be executed in several counterparts and delivered by
      telecopier, each of which when so executed shall be deemed to be an
      original, and such counterparts or facsimile copies thereof together shall
      comprise one and the same instrument and, notwithstanding their date of
      execution, shall be deemed to bear the date as of the date above
      written.

            


    

    


    
      	
              15.6  

            	
              This
      Agreement shall be construed and enforced in accordance with, and the
      rights of the parties shall be governed by, the laws of the Province of
      British Columbia, and each of the parties hereto irrevocably attorns to
      the jurisdiction of the Courts of the Province of British
      Columbia.

            


    

    


    IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the day and year first above
written.

    


    
      	 
      	
              INSIGHTFULMIND
      LEARNING, INC.

            	 
      	
              CORONUS
      ENERGY CORP.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Per:

            	
              RAVEN
      KOPELMAN

            	
              Per:

            	
              MARK
      BURGERT

            
	 
      	
              Signature

            	 
      	
              Signature

            
	 
      	 
      	 
      	 
      
	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Raven
      Kopelman

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   2980
      152A St., Surrey BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Software
      Developer

            	
              )

            	
              JEFFERSON
      THACHUK

            
	
              Occupation

            	
              )

            	
              JEFFERSON
      THACHUK

            
	 
      	 
      	 
      
	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Raven
      Kopelman

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   2980
      152A St., Surrey BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Software
      Developer

            	
              )

            	
              MARK
      BURGERT

            
	
              Occupation

            	
              )

            	
              MARK
      BURGERT

            
	 
      	 
      	 
      
	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Jeff
      Thachuk

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   1120
      Martin St.   White Rock, BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Builder
      / Business Man

            	
              )

            	
              RAVEN
      KOPELMAN

            
	
              Occupation

            	
              )

            	
              RAVEN
      KOPELMAN

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    -16-

    
 

    
      	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Raven
      Kopelman

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   2980
      152A St., Surrey BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Software
      Developer

            	
              )

            	
              DAVID
      HOLMES

            
	
              Occupation

            	
              )

            	
              DAVID
      HOLMES

            
	 
      	 
      	 
      
	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Jeff
      Thachuk

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   1120
      Martin St.   White Rock, BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Builder
      / Business Man

            	
              )

            	
              KENNETH
      BOGAS

            
	
              Occupation

            	
              )

            	
              KENNETH
      BOGAS

            
	 
      	 
      	 
      
	
              WITNESSED
      BY:

            	
              )

            	 
      
	
                   Jeff
      Thachuk

            	
              )

            	 
      
	
              Name

            	
              )

            	 
      
	
                   1120
      Martin St.   White Rock, BC

            	
              )

            	 
      
	
              Address

            	
              )

            	 
      
	
                   Builder
      / Business Man

            	
              )

            	
              JOHN
      OMIELAN

            
	
              Occupation

            	
              )

            	
              JOHN
      OMIELAN

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE
"A"

    


    INSIGHTFULMIND
LEARNING INC.

    


    Outstanding
Stock Options

    (as at
August 10, 2009)

    


    


    


    
      	
              Optionee:

            	
              Number
      of Options

            	
              Exercise
      Price (US)

            	
              Expiry
      Date

               

            
	
              Jefferson
      Thachuk

            	
              75,000

            	
              $0.13

            	
              April
      22, 2015

               

            
	 
      	
              100,000

            	
              $0.13

            	
              March
      31, 2016

               

            
	
              Raven
      Kopelman

            	
              75,000

            	
              $0.14

            	
              January
      19, 2012

               

            
	 
      	
              75,000

            	
              $0.13

            	
              April
      22, 2015

               

            
	 
      	
              100,000

            	
              $0.13

            	
              March
      31, 2016

               

            
	
              David
      Holmes

            	
              100,000

            	
              $0.13

            	
              May
      4, 2017

               

            
	
              Kenneth
      Bogas

            	
              100,000

            	
              $0.13

            	
              March
      30, 2017

               

            
	
              John
      Omielan

            	
              25,000

            	
              $0.21

            	
              May
      9, 2012

               

            
	
              TOTAL

            	
              650,000