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We are subject to the risk of litigation, the causes and costs of which are not always known.
The Company is subject to litigation arising in the normal course of business and may be involved in disputes that
may result in litigation. Although we are not aware of any material pending or threatened litigation or of any
proceedings known to be contemplated which are, or would be, likely to have a material adverse effect upon us or
our operations, taken as a whole, the causes of potential future litigation cannot be known and may arise from,
among other things, business activities, environmental and health and safety concerns, share price volatility or
failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty but could
include costly damage awards or settlements, fines, and the loss of licenses, concessions or rights, among other
things. If the Company is unable to resolve a dispute favorably, either by judicial determination or settlement, it may
have a material adverse effect on the Company’s financial condition, cash flow or results of operations.
We depend upon information technology systems, which are subject to disruption, damage, or failure and have
risks associated with implementation and integration.
We depend upon information technology systems in the conduct of our operations. Our information technology
systems are subject to disruption, damage or failure from a variety of sources, including, without limitation,
computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents,
in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized
access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release
of confidential or otherwise protected information or the corruption of data. Various measures have been
implemented to manage our risks related to the information technology systems and network disruptions. However,
given the unpredictability of the timing, nature and scope of information technology disruptions, we could
potentially be subject to downtimes, operational delays, the compromising of confidential or otherwise protected
information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems
and networks or financial losses from remedial actions, any of which could have a material adverse effect on our
cash flows, competitive position, financial condition or results of operations.
U.S. investors may not be able to enforce their civil liabilities against us or our directors, controlling persons and
officers.
It may be difficult to bring and enforce suits against us. We are incorporated in the province of British Columbia,
Canada under the
Business Corporations Act
(British Columbia). Some of our directors are residents of Canada, and
a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for U.S.
holders of our common shares to effect service of process on these persons within the United States or to realize in
the United States upon judgments rendered against them. In addition, a shareholder should not assume that the
courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons
predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or
(ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal
securities laws or other laws of the United States.
We do not currently intend to pay cash dividends.
We have not declared any dividends since our incorporation and do not anticipate that we will do so in the
foreseeable future. Our present policy is to retain all available funds for use in our business development, operations
and expansion. Payment of future cash dividends, if any, will be at the discretion of the Board of Directors and will
depend on our financial condition, results of operations, contractual restrictions, capital requirements, business
prospects and other factors that the Board of Directors considers relevant. In the absence of dividends, investors will
only see a return on their investment if the value of our common shares appreciates.
Dilution through outstanding common share options and warrants could adversely affect the trading price of our
common shares.
Because our success is highly dependent upon our employees and consultants, we have granted to some or all of our
key employees, directors and consultants options to purchase common shares as non-cash incentives. To the extent
that significant numbers of such options may be granted and exercised, the interests of the other shareholders may be
diluted. We also issued warrants to purchase up to 1,338,688 common shares in September 2013. As of December
31, 2014, there were 4,345,500 common share purchase options outstanding, which, if exercised, would result in an
additional 4,345,500 common shares being issued and outstanding which is approximately 9% of our common
shares outstanding as of December 31, 2014.
