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Siddharth Rajeev, B.Tech, MBA, CFA Anthony de Ruijter, BA. Econ November 20, 2018 2018 Fundamental Research Corp. “15+ Years of Bringing Undiscovered Investment Opportunities to the Forefront” www.researchfrc.com PLEASE READ THE IMPORTANT DISCLOSURES AT THE BACK OF THIS REPORT Vertical Explorations Inc. (TSXV: VERT.H) - Initiating Coverage – One of the Largest Wollastonite Deposits in the World / Potential Application in the Cannabis Sector Sector/Industry: Junior Mining/Exploration vertxinc.com Market Data (as of November 20, 2018) Current Price C$0.095 Fair Value C$0.32 Rating* BUY Risk* 5 52 Week Range C$0.07 - C$0.40 Shares O/S 51,791,165 Market Cap C$4.92 mm Current Yield N/A P/E (forward) N/A P/B 7.5x YoY Return -17.4% YoY TSXV -24.1% *see back of report for rating and risk definitions Investment Highlights Vertical Explorations Inc.’s (“company”, “Vertical”) flagship asset, the St. Onge wollastonite project in Quebec, has a high grade open-pittable measured and indicated resource of 14 million tonnes (“Mt”) at 36.61%, and an inferred resource of 18 Mt at 40.25%. Wollastonite is a naturally occurring industrial mineral, with a wide range of applications including ceramics, polymers such as plastics and rubber, paint fillers, metallurgy, paper and friction materials. Wollastonite also exhibits traits that make it useful in cultivation and soil amendment. The company has partnered with a B.C. (Canada) based cannabis grower to evaluate the effectiveness of wollastonite use. The St. Onge project is a historic producer of wollastonite. The project can be put back into production relatively quickly and at a low CAPEX, as it can be operated as a simple quarry and crushing operation. Permitting is expected to be relatively straightforward. The company is currently pursuing a $1.5 million financing. We are initiating coverage with a BUY rating and a fair value estimate of $0.32 per share. Risks The value of the company is dependent on commodity prices. The inputs / assumptions used in our valuation models are preliminary. A NI43-101 economic study has yet to be completed on the St. Onge project. Management’s ability to attract financing partners and off-takers. Development risks. Access to capital and share dilution. Share symbol ends with “.H” – management expects it to be removed upon completion of the current financing.

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Page 1: Vertical Explorations Inc. (TSXV: VERT.H) - Initiating ... · Development risks. ... There are no communities in the vicinity of the project. Terrain is hilly, and the ... and stockpiling

Siddharth Rajeev, B.Tech, MBA, CFA

Anthony de Ruijter, BA. Econ

November 20, 2018

2018 Fundamental Research Corp. “15+ Years of Bringing Undiscovered Investment Opportunities to the Forefront” www.researchfrc.com

PLEASE READ THE IMPORTANT DISCLOSURES AT THE BACK OF THIS REPORT

Vertical Explorations Inc. (TSXV: VERT.H) - Initiating Coverage – One of the Largest Wollastonite

Deposits in the World / Potential Application in the Cannabis Sector

Sector/Industry: Junior Mining/Exploration vertxinc.com

Market Data (as of November 20, 2018)

Current Price C$0.095

Fair Value C$0.32

Rating* BUY

Risk* 5

52 Week Range C$0.07 - C$0.40

Shares O/S 51,791,165

Market Cap C$4.92 mm

Current Yield N/A

P/E (forward) N/A

P/B 7.5x

YoY Return -17.4%

YoY TSXV -24.1% *see back of report for rating and risk definitions

Investment Highlights

Vertical Explorations Inc.’s (“company”, “Vertical”) flagship asset, the St. Onge wollastonite project in Quebec, has a high grade open-pittable measured and indicated resource of 14 million tonnes (“Mt”) at 36.61%, and an inferred resource of 18 Mt at 40.25%.

Wollastonite is a naturally occurring industrial mineral, with a wide range of applications including ceramics, polymers such as plastics and rubber, paint fillers, metallurgy, paper and friction materials. Wollastonite also exhibits traits that make it useful in cultivation and soil amendment. The company has partnered with a B.C. (Canada) based cannabis grower to evaluate the effectiveness of wollastonite use.

The St. Onge project is a historic producer of wollastonite. The project can be put back into production relatively quickly and at a low CAPEX, as it can be operated as a simple quarry and crushing operation. Permitting is expected to be relatively straightforward.

The company is currently pursuing a $1.5 million financing. We are initiating coverage with a BUY rating and a fair value

estimate of $0.32 per share.

Risks

The value of the company is dependent on commodity prices. The inputs / assumptions used in our valuation models are preliminary. A NI43-101 economic study has yet to be completed on the St. Onge

project. Management’s ability to attract financing partners and off-takers. Development risks. Access to capital and share dilution. Share symbol ends with “.H” – management expects it to be removed

upon completion of the current financing.

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Background

St. Onge

Wollastonite

Project,

Quebec

The company was incorporated in 2006 as Cavan Ventures Inc., and changed its name to the current name of Vertical Explorations Inc. in 2018. Since 2012, Vertical has been led by President / CEO / Director, Peter Swistak, who is also the largest individual shareholder with 8.7% of the total outstanding shares. The company’s flagship asset, the St. Onge wollastonite project, is considered to hold one of the largest wollastonite deposits in the world. Ownership

In 2017, the company entered into an option agreement to acquire a 100% interest in the project (from an unrelated individual) by making payments totaling $0.75 million in cash ($150k paid to date), 8 million shares (6 million issued to date), and $2 million in exploration expenditures over a 3 year period. The vendor retains a 2% NSR, of which, 1% can be purchased for $1 million, and a $5 per tonne royalty on the first 1 Mt of raw unprocessed ore shipped from the property, and $1 per tonne thereafter.

Location

The property consists of 27 contiguous claims and a mining lease covering an area of approximately 6 km by 2 km. It is located in the St. Onge township in the Lac St. Jean area in Québec, 34 km to the north of the village of St. Ludger-de-Milot, and 80 km north of the city of Alma. Two deep ports, La Baie and Grande Anse, are just two and a half hours from the property. The region is a significant producer of industrial minerals in Quebec. The project is 70 km (straight line) from the Niobec mine – one of the largest niobium producers in the world. The location maps are shown below.

Project Location

Source: Company

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The St. Onge property is easily accessible by road and an electrical power line is located on or close to the property. The region has lakes and rivers, as well as a hydro-power dam system. There are no communities in the vicinity of the project. Terrain is hilly, and the area has an extensive agricultural and forestry industry. Most mining operations are primarily quarries for aggregates / stones. As with most mineral properties in the province, the St. Onge property property lies within First Nations’s land. The company will have to seek agreement from community councils prior to commencing exploratory work. Geology and Mineralization

The St. Onge wollastonite deposit is a skarn formed from dolomite rich rocks. Mineralized rocks tend to be composed of diopside-quartz rich bands and wollastonite bands. The diopside bands contain fine grained wollastonite crystals. Wollastonite crystals are usually found on the ridges of folds. Mineralization on the property is

primarily on a north-east direction, with a sub vertical shape, along a belt that is

2.30 km long, with depths of 220 m.

Source: Company

Historic Exploration / Production Wollastonite showings were first identified on the property in 1988, by geological surveys conducted by the Ministry of Energy and Resources of Quebec. Further mapping

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identified wollastonite mineralization over a 6 km strike by 1.2 km wide. Subsequently, in 1991, nine diamond drill holes indicated a historical resource (at zone W) on surface of 2.23 Mt with an average grade of 39% wollastonite. Between 1992 and 1995, Orleans Resources conducted significant exploration programs, primarily including airborne geophysical surveys and drilling (54 holes). These programs indicated that three zones (W zone, W-North and W-south) form one continuous belt over 2.3 km, from surface to a depth of 100 m, with widths ranging between 20 m and 98 m. A historical reserve / resource of 27.5 Mt was estimated over the three zones, with an

average grade of 37%. Orleans completed a FS in 1993-1994, followed by studies on the environmental, biophysical and socio-economic impacts of a mining operation. However, Vertical has

not been able to locate any of these studies. Orleans constructed a concentrator and the put the mine into production in 1997, after spending approximately $26 million. Approximately 15,000 tonnes produced in 1997 – 1998 were sent to several potential customers in North America, Europe and Japan for evaluation. According to Orleans, their products were of high chemical purity and

high aspect ratio, and met top quality standards. However, in 1998, Orleans ran into financial difficulties and production at St. Onge was suspended. By 2001, all of the operation’s equipment was sold / dismantled, and the mine site was restored. The property remained inactive until 2016 – 2017. Soon after taking control, Vertical completed a LIDAR survey, and a resampling program (195 samples) to bring the historical resource estimate to NI 43-101 standards. 2018 Resource Estimate

The NI 43-101 resource estimate, which was primarily based on the drilling conducted during 1991 – 1994, showed an open-pittable measured and indicated resource of 14 Mt at 36.61% wollastonite, and an inferred resource of 18 Mt at 40.25%. The estimate was based on a cut-off grade of 30%.

Open-Pit Constrained Resource

$55/t selling price, $8.26/t mining cost, and $13.53/t processing cost quarry recovery of 95% overall strip ratio of 2.93 / first 5.1 Mt has a strip ratio of 0.57

Source: Company

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Location of the Resource by Category

Source: Company

Recovery / Production Process

The project can be operated as a relatively simple quarry and crushing operation. The quarry operation is likely to include the following activities: drilling/blasting, excavation, crushing, sorting, and stockpiling product for shipment to customers / port. Historical flotation tests have successfully produced concentrates with purity ranging between 97.5% and 99.5%. According to the recent technical report, these concentrates met the highest of industry standards with regard to the aspect ratio, whiteness, loss on ignition, oil absorption and pH, and other key characteristics for acceptance in international markets. Permitting

A mining operation on the property will require either a “Mining Lease” (BM) or a “Lease to Mine Surface Mineral Substances” (BEX). Permitting is expected to be

relatively straightforward as wollastonite falls under quarry guidelines as long as the

final products are geared to soil amendment in agriculture. This will allow for a much shorter-lower CAPEX path to production instead of constructing a concentrator / treatment facility.

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Fundamentals

of Wollastonite

Proposed Development Timeline

Management’s development timeline for St. Onge is shown below:

agricultural tests (ongoing)

permitting / spring 2019

project start-up / summer-fall 2019

Source: Company

Wollastonite is a naturally occurring industrial mineral, often white or grayish in color, that is comprised mainly of calcium, silicon, and oxygen. Wollastonite can often contain traces of other metals such as iron or aluminum, and is rarely found by itself, generally containing other minerals such as calcite or garnet, which is removed during processing. Some of the features of wollastonite which are considered useful include brightness, low moisture and oil absorption, and low volatile content. According to the U.S. Geological Survey (“USGS”), the largest use of wollastonite, accounting for up to a third of all sales, was use of the mineral in ceramics. Other major uses include in polymers such as plastics and rubber, paint fillers, metallurgy, paper and friction materials.

The global demand for wollastonite, as measured by estimated sales of refined wollastonite products, is shown in the chart below. It is unclear as to the reasons behind the jump in global wollastonite sales, though its industrial uses and increased economic activity may be a major factor. The USGS gives an estimated range of wollastonite sales in each year, and the below figures are the averages of these ranges.

Source: USGS, FRC

On the supply side, mine production of wollastonite is concentrated in China and India. According to the USGS, the U.S. ranks as the third largest producer of wollastonite globally, though production numbers are withheld to protect the proprietary data of American producers. The table below outlines global mine production by major producers.

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Source: USGS, FRC

The above data is also summarized in the below chart outlining global production over time:

Source: USGS, FRC

With regards to Wollastonite reserves, the USGS reports that many identified Wollastonite deposits have yet to be surveyed, resulting in inaccurate reserves estimates. However, the USGS does estimate that global wollastonite reserves are in excess of 100 Mt, though the global distribution of these reserves is unknown. Wollastonite pricing is highly variable, due to the various applications for which the mineral is used. Furthermore, wollastonite spot prices are not listed on a major commodities exchange, leading to prices being largely set between regional buyers and sellers. Regardless, the USGS has provided estimates on year-end 2016 wollastonite prices, summarized in the table below. The USGS also estimated that for 2017, U.S. acicular wollastonite prices ranged between US$210 and US$445 per ton, whilst Chinese (FOB) bulk wollastonite prices ranged between US$80 and US$105 per ton.

Wollastonite Prices (2016) Range (US$/Ton)

U.S. Acicular Wollastonite (Ex-Works):

200-Mesh $231-$265

325-Mesh $243-$276

15:1 - 20:1 Aspect Ratio $485-$491

China, Free On Board, Bulk:

200-Mesh $80-$100

325-Mesh $90-$105 Source: USGS, FRC

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Historical prices, as reported by the USGS, shows that prices have remained relatively flat over the past decade.

Source: USGS, FRC

Addressing wollastonite’s future growth prospects, market research firm Transparency Market Research released a report forecasting that the global Wollastonite powder market would grow at a CAGR of 8.1% between 2018 and 2026, to reach a value of US370 million. The market was valued at US$180 million in 2017. At a CAGR of 8.1%, the global wollastonite powder market is projected to outperform global GDP growth:

Source: World Bank, FRC

Apart from uses in ceramics and other industrial applications, wollastonite also exhibits traits that make it useful in cultivation and soil amendment. This is despite the fact that agricultural cultivation has not been listed as one of the main applications of wollastonite by the USGS, leading us to believe that wollastonite’s use in agriculture has yet to draw traction. Despite this, it can be used to increase the level of mineral-borne nutrients and plant-available silicon. Wollastonite can also act as a slow-release fertilizer. Benefits of applying wollastonite in agricultural cultivation include:

Increases carbon-neutral calcium: when broken down, wollastonite releases

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Application in

Cannabis

calcium and silicon without carbon emissions. Calcium can help balance PH levels in soil whilst also reinforcing plant-growth.

Increases plant-available silicon: though silicon is abundant in soil, very little of that is available to plants, and continual cultivation reduces plant-available silicon. Adding water to wollastonite makes contained silicon available to plants via silicic acid. Silicon has been known to promote plant health.

Protects seeds and roots: wollastonite has been demonstrated to have an acicular

(needle-like) crystal structure at the microscopic level. When grubs (insect larvae) come into contact with wollastonite, the mineral’s needle-like crystals can kill them via laceration. This mechanical form of grub control is also more environmentally-friendly than chemical alternatives.

Nutrient Management: wollastonite has been shown to absorb water-soluble

phosphorus whilst also immobilizing heavy metals. Research has demonstrated the benefits of soil-applied wollastonite on the following crops:

Source: Canadian Wollastonite

One crop in particular, that the company believes could benefit from wollastonite

applications, is cannabis. The cannabis plant has been used for various purposes and has received significant attention in recent times due to its legalization for adult use at the federal level in Canada. The result of legalization has been the entrance of a substantial number of licensed cannabis producers, a large number of whom have invested in large-scale cannabis cultivation facilities. Due to the significant increase in dedicated growing

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canopy, the company believes that wollastonite may offer cannabis cultivators significant benefits with regards to the efficient cultivation of cannabis. To test this thesis, the company has engaged in research initiatives to determine the effect of wollastonite application in several aspects of cannabis cultivation. On January 25, 2018, the company announced a research project with BC Bud Depot (“BCBD”), a licensed producer of cannabis seeds. BCBD is a B.C. based cannabis grower with a fully licensed 5,500 sq ft indoor cultivation facility. Phase one of the research project began on January 20, 2018. Testing took measurements from four categories of wollastonite and a control group. The four categories of wollastonite consisted of different grades (crushed powder, crushed small granular, pelletized, and large ore). The categories were then each subdivided into two groups according to increments of wollastonite enrichment. Phase

one demonstrated that crushed wollastonite powder increased plant resistance to

nutrient imbalances, pests and diseases. Phase 2-A was broken into six groups, using only crushed powder, with 30 plants in each group with increasing amounts of wollastonite. Results are summarized as below:

o At 2% wollastonite enrichment, no PH changes were noticed. o At 5% wollastonite enrichment, PH level increased to 6.1. o At 10% wollastonite enrichment, PH level raised to 6.3. o At 15% wollastonite enrichment, PH level raised to 6.5. o At 20% wollastonite enrichment, PH level raised to 6.8.

There was a noticeable difference in root mass, root health, and resistance to

stresses in the 5%, 10%, and 15% wollastonite enrichment groups.

There was also a noticeable difference in foliage density when compared to the control group.

Phase 2-B began on July 20, 2018, using crushed small granular wollastonite, and using the same base formula that was utilized in phase 2-A. Results from this phase are still undetermined. Regardless, phase 2-A has established that the use of wollastonite in

cannabis cultivation has material benefits on the end-result. As a testament to this, BCBD entered a cannabis sample with 15% wollastonite enrichment in the August 2018 Kootenay Cannabis Cup, winning first place overall. With the successful initial results of their research project, the company is exposed to an additional high-growth vertical. According to a recent publication, Deloitte estimated

that the total cannabis market in Canada is expected to generate up to $7.17 billion

in total sales in 2019. Note that this includes illegal sales, with the legal recreational market expected to net up to $4.34 billion in sales.

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Canada Recreational Cannabis Market Size (Legal)

Source: Deloitte

Furthermore, with the legalization of cannabis federally, it is expected that many consumers will in fact place a premium on legal products, whilst also increasing their frequency of consumption. This is especially true of less frequent consumers who are expected to be stimulated by the change in regulation, consuming cannabis more often whilst also spending more. The following chart outlines estimates on changes in frequency of consumption as well as amount spent

Canadian Cannabis Purchasing Behavior: Frequency and Amount

Source: Deloitte

Despite the growth in the expected cannabis market and improving consumer sentiment, many producers are still unable to satisfy demand for their product. Many provincial webstores, especially Ontario’s (the most populated province), saw product shortages and many items were sold out within the first week of legalization. In order to produce the required amount of product to satisfy demand, many licensed producers will need to increase production via two main avenues: increasing scale or productivity. Whilst the build-out of large facilities carries a large CAPEX bill, improving productivity can also significantly improve output without requiring large investments prefacing dilutive financings. Vertical may find that as the Canadian cannabis market continues to

thrive, demand for their wollastonite production from cannabis producers may rise

significantly.

It is also worth noting that, based on our conversations with management, the company is also testing the effects of Wollastonite on conventional agricultural crops, and is working

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Management

with a Quebec-based grower to perform similar tests on non-cannabis crops.

Management and board members combined hold 11.2% of the total outstanding

shares. The CEO, Peter Swistak, is the largest shareholder, and owns 9% of the outstanding shares – aligning management and investors’ interest.

Management / Board Share Ownership

Source: FRC / Company

Brief biographies of the management team, as provided by the company, follow: Peter P. Swistak, President, CEO & Director

Corporate Communications of ECL Group of Companies from January 2005 to present. Mr. Swistak has been involved with the capital markets for over 20 years, and has operated a number of private companies. He has been an integral part in raising capital, as well as in property acquisitions and advisory roles.

Seung Oh, CFO & Director

Ms. Oh is a member of the Institute of Chartered Accountants of British Columbia, with over seven years of experience in Canadian and U.S. public corporations. She received her Bachelor of Business Administration degree from Simon Fraser University in 2006. From 2007 to 2010, Ms. Oh worked with Manning Elliott LLP in the Assurance Department primarily focused on mining companies listed on North American stock exchanges. From 2012 to 2013, Mrs. Oh taught financial accounting and managerial accounting at Columbia College in Vancouver. Mrs. Oh is currently a practitioner at Seung Oh Ltd. Chartered Accountant (formerly partner at Kim & Oh LLP. Chartered Accountants), providing accounting and tax services to various Canadian public and private corporations

Ernest Brisbane, M.Eng., P.Eng., Independent Director

Mr. Brisbane is a Senior Engineer and has over 25 years’ experience in the mining industry. Mr. Brisbane has sufficient financial knowledge and has the ability to

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understand a set of financial statements that represent a breadth and complexity of the issues that can reasonably be expected to be raised by a reporting company’s financial statements.

John Sutherland, CPA, CGA, Independent Director

Chief Operating Officer of RKlix Rewards Inc. since February 2013. Financial and Strategic Advisor of Salish Soils Inc. since August 2017. Chief Financial Officer and VP Human Resources of Canada Jetlines Operations Ltd. from July 2015 to February 2017. Chief Financial Officer of Grande West Transportation Group Inc. from April 2013 to April 2016. Vice President and Chief Financial Officer of Goldgroup Mining Inc. from February 2007 to November 2012. Bo Krasic, CFA, Independent Director

Mr. Krasic has spent several years as an investment banker in Toronto. In this capacity, he began his career with Thomas Weisel Partners Canada Inc. and later joined Stifel Nicolaus Canada Inc. Mr. Krasic has experience in finance structuring, providing valuations, fairness opinions, exchange listings and various merger and acquisition transactions. His experience has enabled him to establish himself as CEO of Terrella Capital. He holds and honours degree from the University of Toronto in Finance and Economics, and a Masters Degree in Investment Management with a specialization in Capital Markets from Concordia University. Mr. Krasic joined Beleave Inc. in the capacity of a CFO and has helped develop various partnerships including legal, financial, and business development spectrums. He was instrumental in assisting Beleave Inc. in raising capital and has played an integral role in developing Beleave Inc.'s security and recording keeping protocols. The company’s board has five members, of which, three are independent. Our net rating

on the company’s management team is 3.2 out of 5.0 (see below).

Source: FRC

The following table shows our analysis on the strength of the company’s board.

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Financials

Stock Options

and Warrants

Valuation and

Rating

Source: FRC

At the end of Q2-FY2018 (ended August 31, 2018) the company had cash and working capital of $0.16 million and -$0.23 million, respectively. We estimate the company had a burn rate (G&A) of $31k per month and burn rate (project related) of $5k per month in the six-month period. The following table summarizes the company’s liquidity position:

Financial Position

Source: FRC / Financial Statements

The company is currently pursuing a $1.5 million financing by issuing up 6.82 million flow-through units at $0.11 per unit, and 7.50 million non-flow through units at $0.10 per unit. We estimate the company currently has nil options outstanding and 18.83 million warrants outstanding (weighted average exercise price of $0.09). At this time, 16 million

warrants are in the money, implying the company can raise up to $1.20 million if exercised. We have valued the St. Onge project based on a potential 15-year mine life with annual production of 300,000 tonnes. Note that our model is conservative as at 300,000 tonnes per annum, the current resource estimate implies a mine life of over 75 years. The following table shows a summary of our valuation model:

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Source: FRC

The following table shows the sensitivity of our fair value to changes in product prices and discount rates.

Source: FRC

We are initiating coverage on VERT with a BUY rating, and a fair value estimate of

$0.32 per share.

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Risks

We believe the company is exposed to the following key risks (not exhaustive): The value of the company is dependent on commodity prices. The inputs / assumptions used in our valuation models are preliminary. A NI43-101 economic study has yet to be completed on the St. Onge project. Management’s ability to attract financing partners and off-takers. Development risks. Access to capital and share dilution. As with most junior exploration / development companies, we rate Vertical’s shares a risk of 5 (Highly Speculative).

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2018 Fundamental Research Corp. “15+ Years of Bringing Undiscovered Investment Opportunities to the Forefront” www.researchfrc.com

PLEASE READ THE IMPORTANT DISCLOSURES AT THE BACK OF THIS REPORT

Fundamental Research Corp. Equity Rating Scale:

Buy – Annual expected rate of return exceeds 12% or the expected return is commensurate with risk Hold – Annual expected rate of return is between 5% and 12% Sell – Annual expected rate of return is below 5% or the expected return is not commensurate with risk Suspended or Rating N/A— Coverage and ratings suspended until more information can be obtained from the company regarding recent events. Fundamental Research Corp. Risk Rating Scale:

1 (Low Risk) - The company operates in an industry where it has a strong position (for example a monopoly, high market share etc.) or operates in a regulated industry. The future outlook is stable or positive for the industry. The company generates positive free cash flow and has a history of profitability. The capital structure is conservative with little or no debt. 2 (Below Average Risk) - The company operates in an industry where the fundamentals and outlook are positive. The industry and company are relatively less sensitive to systematic risk than companies with a Risk Rating of 3. The company has a history of profitability and has demonstrated its ability to generate positive free cash flows (though current free cash flow may be negative due to capital investment). The company’s capital structure is conservative with little to modest use of debt. 3 (Average Risk) - The company operates in an industry that has average sensitivity to systematic risk. The industry may be cyclical. Profits and cash flow are sensitive to economic factors although the company has demonstrated its ability to generate positive earnings and cash flow. Debt use is in line with industry averages, and coverage ratios are sufficient. 4 (Speculative) - The company has little or no history of generating earnings or cash flow. Debt use is higher. These companies may be in start-up mode or in a turnaround situation. These companies should be considered speculative. 5 (Highly Speculative) - The company has no history of generating earnings or cash flow. They may operate in a new industry with new, and unproven products. Products may be at the development stage, testing, or seeking regulatory approval. These companies may run into liquidity issues, and may rely on external funding. These stocks are considered highly speculative.

Disclaimers and Disclosure

The opinions expressed in this report are the true opinions of the analyst about this company and industry. Any “forward looking statements” are our best estimates and opinions based upon information that is publicly available and that we believe to be correct, but we have not independently verified with respect to truth or correctness. There is no guarantee that our forecasts will materialize. Actual results will likely vary. The analyst and Fundamental Research Corp. “FRC” do not own any shares of the subject company, do not make a market or offer shares for sale of the subject company, and do not have any investment banking business with the subject company. Fees were paid by VERT to FRC. The purpose of the fee is to subsidize the high costs of research and monitoring. FRC takes steps to ensure independence including setting fees in advance and utilizing analysts who must abide by CFA Institute Code of Ethics and Standards of Professional Conduct. Additionally, analysts may not trade in any security under coverage. Our full editorial control of all research, timing of release of the reports, and release of liability for negative reports are protected contractually. To further ensure independence, VERT has agreed to a minimum coverage term including an initial report and three updates. Coverage cannot be unilaterally terminated. Distribution procedure: our reports are distributed first to our web-based subscribers on the date shown on this report then made available to delayed access users through various other channels for a limited time. The distribution of FRC’s ratings are as follows: BUY (73%), HOLD (7%), SELL / SUSPEND (20%). To subscribe for real-time access to research, visit http://www.researchfrc.com/subscribe.php for subscription options. This report contains "forward looking" statements. Forward-looking statements regarding the Company and/or stock’s performance inherently involve risks and uncertainties that could cause actual results to differ from such forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products/services in the marketplace; acceptance in the marketplace of the Company's new product lines/services; competitive factors; new product/service introductions by others; technological changes; dependence on suppliers; systematic market risks and other risks discussed in the Company's periodic report filings, including interim reports, annual reports, and annual information forms filed with the various securities regulators. By making these forward looking statements, Fundamental Research Corp. and the analyst/author of this report undertakes no obligation to update these statements for revisions or changes after the date of this report. A report initiating coverage will most often be updated quarterly while a report issuing a rating may have no further or less frequent updates because the subject company is likely to be in earlier stages where nothing material may occur quarter to quarter. Fundamental Research Corp DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM USING THIS INFORMATION AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OR FITNESS FOR A PARTICULAR USE. ANYONE USING THIS REPORT ASSUMES FULL RESPONSIBILITY FOR WHATEVER RESULTS THEY OBTAIN FROM WHATEVER USE THE INFORMATION WAS PUT TO. ALWAYS TALK TO YOUR FINANCIAL ADVISOR BEFORE YOU INVEST. WHETHER A STOCK SHOULD BE INCLUDED IN A PORTFOLIO DEPENDS ON ONE’S RISK TOLERANCE, OBJECTIVES, SITUATION, RETURN ON OTHER ASSETS, ETC. ONLY YOUR INVESTMENT ADVISOR WHO KNOWS YOUR UNIQUE CIRCUMSTANCES CAN MAKE A PROPER RECOMMENDATION AS TO THE MERIT OF ANY PARTICULAR SECURITY FOR INCLUSION IN YOUR PORTFOLIO. This REPORT is solely for informative purposes and is not a solicitation or an offer to buy or sell any security. It is not intended as being a complete description of the company, industry, securities or developments referred to in the material. Any forecasts contained in this report were independently prepared unless otherwise stated, and HAVE NOT BEEN endorsed by the Management of the company which is the subject of this report. Additional information is available upon request. THIS REPORT IS COPYRIGHT. YOU MAY NOT REDISTRIBUTE THIS REPORT WITHOUT OUR PERMISSION. Please give proper credit, including citing Fundamental Research Corp and/or the analyst, when quoting information from this report. The information contained in this report is intended to be viewed only in jurisdictions where it may be legally viewed and is not intended for use by any person or entity in any jurisdiction where such use would be contrary to local regulations or which would require any registration requirement within such jurisdiction.