CONVERTIBLE DEBENTURES |
11. |
CONVERTIBLE
DEBENTURES |
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|
Principal
due |
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|
Principal
due |
|
Lender |
|
Maturity
Date |
|
Interest
Rate |
|
|
May 31,
2021 |
|
|
August 31,
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calvary
Fund I LP |
|
July
31, 2021 |
|
|
12.00 |
% |
|
$ |
- |
|
|
$ |
250,000 |
|
|
|
July
31, 2021 |
|
|
12.00 |
% |
|
|
80,000 |
|
|
|
480,000 |
|
|
|
August
7, 2021 |
|
|
0 |
% |
|
|
25,000 |
|
|
|
150,000 |
|
SBI
Investments LLC |
|
December
15, 2020 |
|
|
10.00 |
% |
|
|
184,251 |
|
|
|
250,000 |
|
|
|
January
16, 2021 |
|
|
10.00 |
% |
|
|
55,000 |
|
|
|
55,000 |
|
Bay
Private Equity, Inc. |
|
March
31, 2021 |
|
|
5.00 |
% |
|
|
- |
|
|
|
3,661,874 |
|
|
|
February
20, 2021 |
|
|
5.00 |
% |
|
|
- |
|
|
|
2,400,000 |
|
Cantone
Asset Management LLC |
|
October
19, 2020 |
|
|
7.00 |
% |
|
|
250,000 |
|
|
|
300,000 |
|
|
|
December
17, 2020 |
|
|
7.00 |
% |
|
|
240,000 |
|
|
|
240,000 |
|
|
|
January
14, 2021 |
|
|
7.00 |
% |
|
|
40,000 |
|
|
|
240,000 |
|
|
|
December
30, 2021 |
|
|
7.00 |
% |
|
|
300,000 |
|
|
|
- |
|
Private
lender |
|
October
29, 2020 |
|
|
10.00 |
% |
|
|
200,000 |
|
|
|
200,000 |
|
Petroleum
Capital Funding LP. |
|
November
26, 2023 |
|
|
10.00 |
% |
|
|
318,000 |
|
|
|
318,000 |
|
|
|
December
4, 2023 |
|
|
10.00 |
% |
|
|
432,000 |
|
|
|
432,000 |
|
|
|
March
30, 2024 |
|
|
10.00 |
% |
|
|
471,000 |
|
|
|
471,000 |
|
Power
Up Lending Group LTD |
|
May
7, 2021 |
|
|
12.00 |
% |
|
|
- |
|
|
|
64,300 |
|
|
|
June
4, 2021 |
|
|
12.00 |
% |
|
|
- |
|
|
|
69,900 |
|
|
|
June
19, 2021 |
|
|
12.00 |
% |
|
|
- |
|
|
|
82,500 |
|
|
|
November
11, 2021 |
|
|
12.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
January
12, 2022 |
|
|
12.00 |
% |
|
|
86,350 |
|
|
|
- |
|
|
|
February
24, 2022 |
|
|
12.00 |
% |
|
|
86,350 |
|
|
|
- |
|
|
|
April
21, 2022 |
|
|
12.00 |
% |
|
|
92,125 |
|
|
|
- |
|
|
|
May
20, 2022 |
|
|
12.00 |
% |
|
|
141,625 |
|
|
|
- |
|
EMA
Financial, LLC |
|
April
22, 2021 |
|
|
8.00 |
% |
|
|
3,120 |
|
|
|
150,000 |
|
Morison
Management S.A |
|
July
31, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
192,862 |
|
Bellridge
Capital LP. |
|
March
31, 2021 |
|
|
15.00 |
% |
|
|
2,900,000 |
|
|
|
- |
|
|
|
September
30, 2021 |
|
|
5.00 |
% |
|
|
1,400,000 |
|
|
|
- |
|
Stirling
Bridge Resources |
|
October
29, 2021 |
|
|
10.00 |
% |
|
|
15,000 |
|
|
|
- |
|
Alpha
Capital Anstalt |
|
August
6, 2021 |
|
|
21.00 |
% |
|
|
250,000 |
|
|
|
- |
|
Rijtec
Enterprises Limited Pension Scheme |
|
November
11, 2021 |
|
|
10.00 |
% |
|
|
32,000 |
|
|
|
- |
|
Private
lender |
|
November
30, 2021 |
|
|
10.00 |
% |
|
|
150,000 |
|
|
|
- |
|
Private
lender |
|
January
26, 2022 |
|
|
10.0 |
% |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
7,751,821 |
|
|
|
10,007,436 |
|
Unamortized
debt discount |
|
|
|
|
|
|
|
|
(990,909 |
) |
|
|
(1,173,112 |
) |
Total
loans |
|
|
|
|
|
|
|
$ |
6,760,912 |
|
|
$ |
8,834,324 |
|
The
maturity date of the convertible debentures are as follows:
|
|
May 31, 2021 |
|
|
August 31, 2020 |
|
|
|
|
|
|
|
|
Principal classified as repayable within one year |
|
$ |
6,003,436 |
|
|
$ |
8,227,257 |
|
Principal classified as repayable later than one year |
|
|
757,476 |
|
|
|
607,067 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,760,912 |
|
|
$ |
8,834,324 |
|
|
(i) |
On
October 12, 2018, the Company issued 250 one year units to Cavalry for gross proceeds of
$250,000, each unit consisting of a $1,000 principal convertible unsecured debenture, bearing
interest at 10% per annum and convertible into common shares at $0.86 per share, and a common
share purchase warrant exercisable for 290,500 shares at an exercise price of $0.86 per share,
which warrant expired on October 12, 2019.
During
December 2019, the maturity date of the convertible debenture was amended to October 12, 2020 and the conversion price was amended
to $0.18 per share. In terms of the ARA entered into on August 7, 2020, the maturity date of the convertible debenture was amended
to July 31, 2021, the interest rate was amended to 12% per annum and the conversion price was amended to $0.0412 per share.
On
May 26, 2021, in terms of a conversion notice received, the Company issued a total of 9,101,942 shares of common stock converting
$250,000 of the aggregate principal of the note entered into on October 12,2018 and $125,000 of the aggregate principal of the note
entered into on August 7, 2020.
|
|
(ii) |
On
August 19, 2019, the Company issued a convertible debenture to Calvary for an aggregate principal
amount of $480,000, including an original issue discount of $80,000, for net proceeds of
$374,980 after certain legal expenses, and a warrant exercisable for 2,666,666 common shares
at an exercise price of $0.15 per share. The convertible debenture bore interest at 3.3%
per annum and matured on August 29, 2020. The convertible debenture may be converted into
common shares of the Company at a conversion price of $0.17 per share.
In
terms of the ARA entered into on August 7, 2020, the maturity date of the convertible debenture was amended to July 31, 2021 and
the conversion price was amended to $0.0412 per share and the exercise price of the warrant was amended to $0.0412 per share and
the maturity date was amended to July 31, 2021.
On
April 13, 2021, in terms of a conversion notice received, the Company issued a total of 9,708,737 shares of common stock converting
$400,000 of the aggregate principal of the note entered into on August 19, 2019.
|
|
(iii) |
On
August 7, 2020, the Company issued a convertible debenture to Calvary for an aggregate principal
amount of $150,000, including an original issue discount of $25,000, for net proceeds of
$125,000, and a warrant exercisable for 3,033,980 common shares at an exercise price of $0.0412
per share. The convertible debenture bore interest at 0.0% per annum and matured on August
7, 2021. The convertible debenture may be converted into common shares of the Company at
a conversion price of $0.0412 per share.
On
May 26, 2021, in terms of a conversion notice received, the Company issued a total of 9,101,942 shares of common stock converting
$250,000 of the aggregate principal of the note entered into on October 12,2018 and $125,000 of the aggregate principal of the note
entered into on August 7, 2020.
|
|
(i) |
On
October 15, 2018, the Company entered into an agreement with SBI Investments, LLC (“SBI”)
whereby the Company issued 250 one year units for proceeds of $250,000, each debenture consisting
of a $1,000 principal convertible unsecured debenture, bearing interest at 10% per annum
and convertible into common shares at $0.86 per share, and a warrant exercisable for 1,162
shares of common stock at an exercise price of $0.86 per share.
The
warrants expired on October 15, 2019 unexercised.
During
December 2019, the maturity date of the convertible loan was extended to October 12, 2020 and the conversion price of the note was
reset to $0.18 per share.
On
February 25, 2021, the Company repaid principal of $16,516 and interest thereon of $33,484, totaling $50,000 and on March 9, 2021,
the Company repaid a further $49,232 of principal and interest of $768, totaling 50,000. The Company is busy renegotiating the terms
of the loan.
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|
|
|
|
(ii) |
On
January 16, 2020, the Company entered into an agreement with SBI whereby the Company issued a convertible promissory note for $55,000
for gross proceeds of $50,000, bearing interest at 10% per annum and convertible into common shares at $0.14 per share. The convertible
note matures on January 16, 2021. In conjunction with the convertible promissory note, the Company issued a warrant exercisable for
357,142 shares of common stock at an exercise price of $0.14 per share, expiring on January 16, 2021. The terms of the note are currently
being renegotiated. |
|
(c) |
Bay
Private Equity, Inc. |
|
(i) |
On
September 17, 2018, the Company issued 3 one year convertible units of $1,100,000 each to
Bay Private Equity, Inc. (“Bay”), including an original issue discount (“OID”)
of $100,000 per unit, for net proceeds of $2,979,980. These units bear interest at 5% per
annum and matured one year from the date of issue. Each unit consists of one senior secured
convertible debenture of $1,100,000 and 250,000 common share purchase warrants. Each convertible
debenture may be converted to common shares of the Company at a conversion price of $1.00
per share. Each common share purchase warrant entitles the holder to purchase an additional
common share of the Company at a price of $1.10 per share for one year after the issue date.
On
January 23, 2019, $400,000 of the principal outstanding was repaid out of the proceeds raised on the January 16, 2019 Bay convertible
debenture, see (ii) below.
On
September 17, 2019, the warrants expired, unexercised.
During
December 2019, the maturity date was extended to January 15, 2020. The maturity date was not extended further during the year and
the note was in default as at August 31, 2020.
On
September 1, 2020, the convertible debenture was assigned to Bellridge Capital, LP (“Bellridge”). Bellridge enforced
the penalty provisions of the original agreement, resulting in an increase in the capital due under the debenture by $610,312 , and
an increase of 10% to the interest rate, from the date of original default which was September 19, 2019.
On
September 23, 2020, in accordance with the terms of the amended agreement entered into with Bellridge, the maturity date was extended
to March 31, 2021 and the conversion price was amended to $0.055 per share.
|
|
|
|
|
(ii) |
On
January 16, 2019, the Company issued a convertible debenture of $2,400,000, including an
OID of $400,000, for net proceeds of $2,000,000. The convertible debenture bears interest
at 5% per annum and matured on October 15, 2019. The convertible debenture may be converted
to 5,000,000 common shares of the Company at a conversion price of $0.40 per share. $400,000
of the proceeds raised was used to repay a portion of the $3,300,000 convertible debenture
issued to Bay Private Equity on September 17, 2018 (Note 11(c)(i)).
On
August 20, 2020, in accordance with the terms of an amendment entered into with Bay, the maturity date was extended to February 20,
2021.
On
April 23, 2021, the convertible debenture was assigned to Bellridge and the terms of the debenture were amended as follows; the maturity
date was extended to September 30, 2021.
|
|
(d) |
Cantone
Asset Management, LLC |
|
(i) |
On July 19, 2019, the Company issued a convertible
debenture to Cantone Asset Management, LLC (“Cantone”) in the aggregate principal amount of $300,000, including an OID
of $50,000 for net proceeds of $234,000 after certain issue expenses. The convertible debenture bears interest at 7% per annum and
the gross proceeds, less the OID, of $250,000 is convertible into common shares at a conversion price of $0.19 per share, and matured
on October 19, 2020.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 1,315,789 common shares at an exercise price of $0.24 per share, expiring on October
19, 2020.
On July 7, 2020, the Company entered into
an Amending Agreement (“the Amendment”) whereby the conversion price of the convertible debenture was amended to $0.037
per share and the warrant exercise price was amended to $0.03 per share.
On September 23, 2020, $50,000 of the principal
was repaid out of the proceeds of the $300,000 convertible note issued to Cantone Asset Management.
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|
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|
|
(ii) |
On September 19, 2019, the Company issued
a convertible debenture to Cantone in the aggregate principal amount of $240,000, including an original issue discount of $40,000,
for net proceeds of $200,000. The convertible debenture bears interest at 7% per annum and the gross proceeds less the OID, of $200,000
is convertible into common shares at a conversion price of $0.21 per share, and matures on December 17, 2020.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 952,380 common shares at an exercise price of $0.26 per share, expiring on December
17, 2020.
In accordance with the terms of the Amendment
entered into on July 7, 2020, the conversion price was amended to $0.037 per share and the warrant exercise price was amended to
$0.03 per share.
|
|
|
|
|
(iii) |
On October 14, 2019, the Company issued a
convertible debenture to Cantone in the aggregate principal amount of $240,000, including an original issue discount of $40,000,
for net proceeds of $200,000. The convertible debenture bears interest at 7% per annum and the gross proceeds less the OID, of $200,000
is convertible into common shares at a conversion price of $0.17 per share, and matures on January 14, 2021.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 1,176,470 common shares at an exercise price of $0.17 per share, expiring on January
16, 2021.
In accordance with the terms of the Amendment
entered into on July 7, 2020, the conversion price of the convertible debenture was amended to $0.037 per share and the warrant exercise
price was amended to $0.03 per share.
On January 14, 2021, $200,000 of the convertible
debenture was converted into 5,405,405 shares of common stock at a conversion price of $0.037 per share.
|
|
|
|
|
(iv) |
On September 23, 2020, the Company issued
a convertible debenture to Cantone Asset Management in the aggregate principal amount of $300,000, including an original issue discount
of $50,000, for net proceeds of $247,500. The convertible debenture bears interest at 7% per annum and the gross proceeds less the
OID, of $250,000 is convertible into common shares at a conversion price of $0.055 per share until September 23, 2021 and thereafter
at $0.08 per share. The convertible debenture matures on December 23, 2021.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 4,545,454 common shares at an exercise price of $0.055 per share, expiring on December
23, 2021.
|
On October 29, 2019, the Company
issued a convertible debenture to a private lender in the aggregate principal amount of $200,000. The convertible debenture bears interest
at 10.0% per annum and matured on October 29, 2020. The convertible debenture may be converted into common shares of the Company at a
conversion price of $0.18 per share. The Company is currently renegotiating the terms of the convertible debenture with the lender.
In conjunction with the convertible
debenture, the Company issued a warrant exercisable for 555,555 common shares at an exercise price of $0.18 per share, which warrant
expired on October 29, 2020.
|
(f) |
Petroleum
Capital Funding LP. |
All of the convertible notes issued
to Petroleum Capital Funding LP. (“PCF”) are secured by a first priority lien on all bitumen reserves at the Asphalt Ridge
property consisting of 8,000 acres.
The Company may force the conversion
of all of the convertible debentures if the trading price of the Company’s common shares on the TSX Venture Exchange is above $0.40
for 20 consecutive trading days, with an average daily volume of greater than 1 million common shares, and has agreed to certain restrictions
on paying dividends, registration rights and rights of first refusal on further debt and equity offerings.
|
(i) |
On November 26, 2019, further to a term sheet
entered into with PCF, the Company issued a convertible debenture in the aggregate principal amount of $318,000, including an OID
of $53,000 for net proceeds of $226,025 after certain issue expenses. The convertible debenture bears interest at 10% per annum and
the gross proceeds less the OID of $265,000 is convertible into common shares at a conversion price of $0.21 per share, and matures
on November 26, 2023.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 1,558,730 common shares and a brokers warrant exercisable for 124,500 common shares,
at an exercise price of $0.17 per share, expiring on November 26, 2023.
On September 22, 2020, the Company entered
into an Amending Agreement, whereby the conversion price of the convertible debenture was amended to $0.055 per share and the exercise
price of the warrant exercisable for 1,558,730 shares was amended to $0.055 per share.
|
|
|
|
|
(ii) |
On December 4, 2019, the Company concluded
its second closing as contemplated by the term sheet entered into with PCF per (i) above and issued a convertible debenture in the
aggregate principal amount of $432,000, including an OID of $72,000 for net proceeds of $318,600 after certain issue expenses. The
convertible debenture bears interest at 10% per annum and the gross proceeds less the OID of $360,000 is convertible into common
shares at a conversion price of $0.21 per share, and matures on December 4, 2023.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 2,117,520 common shares and a brokers warrant exercisable for 169,200 common shares,
at an exercise price of $0.17 per share, expiring on December 4, 2023.
On September 22, 2020, the Company entered
into an Amending Agreement, whereby the conversion price of the convertible debenture was amended to $0.055 per share and the exercise
price of the warrant exercisable for 2,117,520 shares was amended to $0.055 per share.
|
|
|
|
|
(iii) |
On March 30, 2020, the Company concluded
its third closing as contemplated by the term sheet entered into with PCF per (i) above and issued a convertible debenture in the
aggregate principal amount of $471,000, including an OID of $78,500 for net proceeds of $347,363 after certain issue expenses. The
convertible debenture bears interest at 10% per annum and the gross proceeds less the OID of $392,500 is convertible into common
shares at a conversion price of $0.21 per share, and matures on March 30, 2024.
In conjunction with the convertible debenture,
the Company issued a warrant exercisable for 4,906,250 common shares and a brokers warrant exercisable for 392,500 common shares,
at an exercise price of $0.17 per share, expiring on March 30, 2024.
On September 22, 2020, the Company entered
into an Amending Agreement, whereby the conversion price of the convertible debenture was amended to $0.055 per share and the exercise
price of the warrant exercisable for 4,906,250 shares was amended to $0.055 per share.
|
|
(g) |
Power
Up Lending Group LTD. |
|
(i) |
On May 7, 2020, the Company issued a convertible
promissory note to Power Up in the aggregate principal sum of $64,300, including an original issue discount of $6,300, for net proceeds
of $55,000 after certain expenses. The note bears interest at 12% per annum and matures on May 7, 2021. The note may be prepaid subject
to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The outstanding principal amount of
the note is convertible at any time and from time to time at the election of the holder into shares of the Company’s common
stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during the previous fifteen prior
trading days.
Between November 11, 2020 and November 13,
2020, Power Up converted the aggregate principal sum of $64,300, including interest thereon of $3,480 into 2,256,939 common shares
at an average conversion price of $0.03 per share, thereby extinguishing the note.
|
|
|
|
|
(ii) |
On June 4, 2020, the Company issued a convertible
promissory note to Power Up in the aggregate principal sum of $69,900, including an original issue discount of $6,900, for net proceeds
of $60,000 after certain expenses. The note bears interest at 12% per annum and matures on June 4, 2021. The note may be prepaid
subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The outstanding principal amount
of the note is convertible at any time and from time to time at the election of the holder into shares of the Company’s common
stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during the previous fifteen prior
trading days.
Between December 15, 2020 and January. 4,
2021, Power Up converted the aggregate principal sum of $69,900, including interest thereon of $3,780 into 2,306,558 common shares
at an average conversion price of $0.03 per share, thereby extinguishing the note.
|
|
|
|
|
(iii) |
On June 19, 2020, the Company issued a convertible
promissory note to Power Up in the aggregate principal sum of $82,500, including an original issue discount of $7,500, for net proceeds
of $72,000 after certain expenses. The note bears interest at 12% per annum and matures on June 19, 2021. The note may be prepaid
subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The outstanding principal amount
of the note is convertible at any time and from time to time at the election of the holder into shares of the Company’s common
stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during the previous fifteen prior
trading days.
Between January 7, 2021 and January 20, 2021,
Power Up converted the aggregate principal sum of $82,500, including interest thereon of $4,500 into 2,668,712 common shares at an
average conversion price of $0.03 per share, thereby extinguishing the note.
|
|
|
|
|
(iv) |
On November 6, 2020, the Company issued a
convertible promissory note to Power Up in the aggregate principal sum of $140,800, including an original issue discount of $12,800,
for net proceeds of $125,000 after certain expenses. The note bears interest at 12% per annum and matures on November 6, 2021. The
note may be prepaid subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The outstanding
principal amount of the note is convertible at any time and from time to time at the election of the holder into shares of the Company’s
common stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during the previous fifteen
prior trading days.
Between May 10, 2021 and May 19, 2021, Power
Up converted the aggregate principal sum of $140,800, including interest thereon of $7,680 into 4,476,477 common shares at an average
conversion price of $0.03 per share, thereby extinguishing the note.
|
|
(v) |
On January 12, 2021, the
Company issued a convertible promissory note to Power Up in the aggregate principal sum of $86,350, including an original issue discount
of $11,350, for net proceeds of $75,000 after certain expenses. The note bears interest at 12% per annum and matures on November
6, 2021. The note may be prepaid subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment.
The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into
shares of the Company’s common stock at a conversion price equal to 75% of the average of the lowest three trading bid prices
during the previous fifteen prior trading days. |
|
|
|
|
(vi) |
On February 25, 2021, the
Company issued a convertible promissory note to Power Up in the aggregate principal sum of $86,350, including an original issue discount
of $11,350, for net proceeds of $75,000 after certain expenses. The note bears interest at 12% per annum and matures on February
24, 2022. The note may be prepaid subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment.
The outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into
shares of the Company’s common stock at a conversion price equal to 75% of the average of the lowest three trading bid prices
during the previous fifteen prior trading days. |
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(vii) |
On April 21, 2021, the
Company issued a convertible promissory note to Power Up in the aggregate principal sum of $92,125, including an original issue discount
of $8,375 for net proceeds of $80,000 after certain expenses. The note bears interest at 12% per annum and matures on April 21, 2022.
The note may be prepaid subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The
outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares
of the Company’s common stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during
the previous fifteen prior trading days. |
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(viii) |
On May 20, 2021, the Company
issued a convertible promissory note to Power Up in the aggregate principal sum of $141,625, including an original issue discount
of $12,875 for net proceeds of $125,000 after certain expenses. The note bears interest at 12% per annum and matures on May 20, 2022.
The note may be prepaid subject to certain prepayment penalties ranging from 110% to 130% based on the period of prepayment. The
outstanding principal amount of the note is convertible at any time and from time to time at the election of the holder into shares
of the Company’s common stock at a conversion price equal to 75% of the average of the lowest three trading bid prices during
the previous fifteen prior trading days. |
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(i) |
On July 22, 2020, the Company issued a convertible
promissory note to EMA for the aggregate principal sum of $150,000, including an original issue discount of $15,000, for net proceeds
of $130,500 after certain expenses. The note bears interest at 8% per annum and matures on April 22, 2021. The note may be prepaid
subject to a prepayment penalty of 130%. The outstanding principal amount of the note is convertible at any time and from time to
time at the election of the holder into shares of the Company’s common stock at a conversion price equal to the lower of; (i)
the lowest trading price of the Company’s common stock during the 15 trading days including and immediately preceding the issue
date; and (ii) 70% of the two lowest average trading prices during the fifteen prior trading days including and immediately preceding
the conversion date.
Between January 25, 2021 and March 2, 2021,
EMA converted the aggregate principal sum of $161,880 into 5,200,000 common shares at an average conversion price of $0.03 per share.
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(i) |
Morison
Management S.A. |
On August 26, 2020, the convertible
debenture originally issued to GS Capital Partners in the aggregate principal sum of $143,750 together with accrued interest and penalty
interest thereon of $49,112 was purchased and assigned to Morison Management S.A. (“Morison”). The Company cancelled the
convertible debenture issued to GS and issued a replacement convertible debenture to Morison in the aggregate principal sum of $192,862
with a maturity date of August 26, 2021 and bearing interest at 10% per annum. The note is convertible into common shares at a conversion
price equal to 50% of the lowest trading price on the preceding 20 days prior to the notice of conversion.
On October 1, 2020, in terms of a debt
conversion agreement entered into the $192,862 convertible debenture was converted into 10,285,991 shares of common stock at a conversion
price of $0.019 per share.
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(j) |
Bellridge
Capital LP. |
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(i) |
On September 1, 2020, in
terms of an assignment agreement entered into between Bay Private Equity, Inc (“Bay”) and Bellridge Capital LP (“Bellridge”),
Bay assigned a convertible debenture dated September 17, 2018, with a principal balance outstanding of $3,661,874 and interest accrued
thereon of $525,203 to Bellridge. On September 23, 2020, the company entered into an amending agreement with Bellridge, whereby the
maturity date of the loan was extended to March 31, 2021 and the conversion price was amended to $0.055 per share, simultaneously
Bellridge entered into a debt conversion agreement with the Company converting $1,321,689 of the convertible debt into 24,030,713
shares of common stock at a conversion price of $0.055 per share. |
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On March 22, 2021, the maturity date of the convertible note was extended
to October 31, 2021, all other terms remain the same. |
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(ii) |
On April 23, 2021, Bellridge took assignment
of a $2,400,000 convertible debenture entered into on January 16, 2019 with Bay Private Equity, Inc. the terms of the. Debenture
was amended by the Company and the maturity date was extended to September 30, 2021 and the conversion price was amended to $0.048
per share.
Simultaneously with the debt assignment,
on April 23, 2021, Bellridge converted the aggregate principal sum of $1,000,000 and interest and penalty interest thereon of $827,066
into 41,334,246 shares of common stock.
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(k) |
Stirling
Bridge Resources |
On November 24, 2020, the Company issued
a convertible debenture to Stirling Bridge Resources in the aggregate principal amount of $15,000, for net proceeds of $15,000. The convertible
debenture bears interest at 10% per annum and is convertible into common units at a conversion price of $0.0562 per unit. Each unit consisting
of a common share and a two year share purchase warrant, exercisable for a common share at an exercise price of $0.0562 per share. The
convertible debenture matures on November 24, 2021.
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(l) |
Alpha
Capital Anstalt |
On November 6, 2020, the
Company issued a convertible debenture to Alpha Capital Anstalt in the aggregate principal amount of $500,000, for net proceeds of $500,000.
The convertible debenture bears interest at 21% per annum and is convertible into common units at a conversion price of $0.0562 per unit.
Each unit consisting of a common share and a five year share purchase warrant, exercisable for a common share at an exercise price of
$0.0562 per share. The convertible debenture matures on August 6, 2021.
Between May 26, 2021 and May 28, 2021,
in terms of conversion notices received, the Company issued 4,448,398 shares on common stock upon the conversion of an aggregate principal
amount of convertible debt of $250,000.
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(m) |
Rijtec
Enterprises Limited Pension Scheme |
On November 11, 2020, the
Company issued a convertible debenture to Rijtec Enterprises limited Pension Scheme in the aggregate principal amount of $32,000, for
net proceeds of $32,000. The convertible debenture bears interest at 10% per annum and is convertible into common units at a conversion
price of $0.0562 per unit. Each unit consisting of a common share and a two year share purchase warrant, exercisable for a common share
at an exercise price of $0.0562 per share. The convertible debenture matures on November 11, 2021.
On November 30, 2020, the
Company issued a convertible debenture to a private lender in the aggregate principal amount of $150,000, for net proceeds of $150,000.
The convertible debenture bears interest at 10% per annum and is convertible into common units at a conversion price of $0.0562 per unit.
Each unit consisting of a common share and a two year share purchase warrant, exercisable for a common share at an exercise price of
$0.0562 per share. The convertible debenture matures on November 30, 2021.
On January 26, 2021, the
Company issued a convertible debenture to a private lender in the aggregate principal amount of $25,000, for net proceeds of $25,000.
The convertible debenture bears interest at 10% per annum and is convertible into common units at a conversion price of $0.0562 per unit.
Each unit consisting of a common share and a two year share purchase warrant, exercisable for a common share at an exercise price of
$0.0562 per share. The convertible debenture matures on January 26, 2022.
On May 26, 2021, in terms of conversion
notices received, the Company issued 444,839 shares on common stock upon the conversion of an aggregate principal amount of convertible
debt of $25,000 and warrants exercisable for 444,839 shares of common stock at an exercise price of $0.0562 expiring on January 26,2023.
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