Under the terms as proposed, PRO is required to make a refundable down payment of US$250,000 and issue to Bellhaven 4.5 million units, with each unit consisting of one common share and one-half of a share-purchase warrant.  Each full share-purchase warrant will entitle Bellhaven to acquire an additional common share over a five-year term at an exercise price of C$0.45 in the first year, escalating by C$0.20 each year thereafter.  Further, PRO will be required to make all of the remaining payments to the previous owners totaling US$3.5 million, assume all existing debt and other obligations owed by MCQSA and Bellhaven which are related to MCQSA, and take over the company’s monthly carrying costs.  Bellhaven and PRO are currently working closely and diligently to complete and execute a definitive sale and purchase agreement (the “DA”).

The purchase and sale of MCQSA shares is on an “as is/where is” basis, and remains subject to a number of items, including, but not limited to:

•    The timely execution of the Definitive Agreement;
•    PRO reaching an understanding with the previous property owners regarding the remaining payments due to them upon terms