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Based on our analysis of the current conditions in the market and our experience in meeting with individual and institutional investors over the past few years, the Company's Board and management team believes that it is in the Company's best interest to apply to list the Common Shares on the NASDAQ Capital Market while maintaining our listing on the TSX Venture Exchange. In order to do so, the Company's Common Shares must achieve a bid price per Common Share of at least US$4.00 at the time of the listing.

Additionally, if the Common Shares were to achieve a bid price even higher than this minimum, the Company may also qualify for investment by certain larger institutional investors. Our experience has found that few US-based institutional investors will purchase or maintain positions in stocks that trade only on the OTC in the US. Moreover, the largest of the institutional investors and funds that manage large pools of capital are also those that can afford to support specialized technology analysts in the photonics space, and several of these funds have a minimum share price requirement for investments that exceed even the minimum listing requirements of the NASDAQ.

Though management of the Company and the Board have made a substantial effort in recent years to improve the Company's profile among investment bank-affiliated analysts, independent third-party analysts and institutional investors in both Canada and the United States, in our view, obtaining investment and long-term support from a few institutional investors is critical to enabling the Company to respond quickly to growth opportunities that we expect to encounter over the next several years.

Our transition this year from technology development to product development, our interaction with customers and development partners, the establishment of the SuperPhotonics joint venture in China, and the positive test results from finished Optical Engines, all place the Company in a better position to predict its financial performance in the coming year. In addition, the financial and stock price performance of many companies in the photonics space and the broadening of interest of US and Canadian institutional investors in photonics investments all point to this being an appropriate time to pursue a listing on the NASDAQ. Your support at the Meeting for the special resolution would enable the Consolidation, which in our view is the most expedient way to facilitate obtaining such a listing