Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.21.2
Subsequent Events
9 Months Ended
May 31, 2021
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
24. SUBSEQUENT EVENTS

Events after the reporting date not otherwise separately disclosed in these consolidated financial statements are:


On June 4, 2021, in terms of exercise notices received, Cantone exercised warrants for 4,545,454 at $0.55 per share and warrants for a further 1,000,000 shares at an exercise price of $0.475 per share for gross proceeds of $297,500.


On June 7, 2021, in terms of a conversion notice received, Alpha Capital converted $250,000 of the aggregate principal amount of the Alpha capital note entered into on November 6, 2020, at a conversion price of $0.0562 per share for 4,448,399 shares of common stock and the issuance of a warrant exercisable for 4,448,399 shares of common stock at an exercise price of $0.0562 per share.


On June 10, 2021, the Company issued 25,000 shares of common stock as compensation to a board advisor.


On June 10, 2021, in terms of a conversion notice received, Stirling Bridge Resources converted $15,000 of the aggregate principal amount of the convertible note entered into on November 11, 2020, at a conversion price of $0.0562 per share for 569,395 shares of common stock and the issuance of a warrant exercisable for 569,395 shares of common stock at an exercise price of $0.0562 per share, expiring on January 26, 2023.


On June 10, 2021, in terms of an Assignment and Purchase of Debt Agreement entered into between a director of the Company, and Equilibris Management AG (“Equilibris”), the $125,000 Convertible Promissory Note owing to the director was purchased and assigned to Equilibris. On June 15, 2021, in terms of a conversion notice received from Equilibris, the company issued 3,048,780 shares of common stock at a conversion price of $0.041 per share, thereby extinguishing the note.


During June 2021, a promissory note, bearing interest at 10% per annum owing to a private investor with an aggregate principal amount outstanding of $105,000, including interest and penalty interest thereon of $86,779, which had matured, was acquired in terms of an Assignment and Purchase of Debt Agreement by Equilibris Management AG. In terms of an Exchange Agreement entered into between the Company and Equilibris Management, the promissory note was exchanged for a Convertible Redeemable Note, bearing interest at 10% per annum, maturing on June 30, 2021 and convertible into common stock at $0.041 per share. On June 16, 2021, in terms of conversion notice, the Company issued 4,677,532 shares of common stock to Equilibris at a conversion price of $0.041 per share, thereby extinguishing the note.


On June 24, 2021, in terms of an Assignment and Purchase of Corporate Debt Agreement entered into with a debt holder, the debt holder assigned the promissory note due to him of CDN$962,085, including interest and late payment penalties thereon to Equilibris Management AG. Effective June 30, 2021, the Company entered into a Securities Exchange Agreement with Equilibris Management exchanging the CDN$962,085 promissory note with a convertible promissory note for US$771,610 bearing interest at 8% per annum, convertible into shares of common stock at a conversion price of $0.041 per share and maturing on June 22, 2022. On July 1, 2021, in terms of a conversion notice received from Equilibris Management AG, the Company issued 18,819,756 shares of common stock converting the aggregate principal amount of $771,610, thereby extinguishing the note.


On June 24, 2021, in terms of an Assignment and Purchase of Corporate Debt Agreement entered into with a debt holder, the debt holder assigned the promissory note due to him of CDN$38,217, including interest and late payment penalties thereon to Equilibris Management AG. Effective June 30, 2021, the Company entered into a Securities Exchange Agreement with Equilibris Management exchanging the CDN$38,217 promissory note with a convertible promissory note for US$30,652 bearing interest at 8% per annum, convertible into shares of common stock at a conversion price of $0.041 per share and maturing on June 22, 2022. On July 1, 2021, in terms of a conversion notice received from Equilibris Management AG, the Company issued 747,616 shares of common stock converting the aggregate principal amount of $30,652, thereby extinguishing the note.


On June 29, 2021, in terms of debt conversion agreements entered into with Cantone and PCF, the Company issued 1,388,897 shares of common stock at a price of $0.139 per share in settlement of interest and unpaid principal on certain debentures amounting to $193,057.


On July 1, 2021, in terms of a subscription agreement entered into with Cantone Asset Management, LLC, the Company issued a convertible debenture in the aggregate principal amount of $300,000, bearing interest at 8% per annum and maturing on July 1, 2023 and convertible into common stock at a conversion price of $0.12 per share. In addition, the Company issued Cantone a warrant exercisable for 2,500,000 shares of common stock at an exercise price of $0.12 per share expiring on July 1, 2023.


On July 6, 2021, in terms of a debt conversion agreement entered into with Cavalry, the Company agreed to convert unpaid interest amounting to $22,500 on a convertible note entered into on October 12, 2018, unpaid principal amounting to $80,000 and unpaid interest amounting to $30,560 on a convertible note entered into on August 19, 2019, and unpaid principle of $25,000 on a convertible note entered into on August 7, 2020, into 1,681,488 shares of common stock at a conversion price of $0.094 per share for a total of 1,681,488 shares, which have not been issued as yet.


On July 7, 2021, Cavalry exercised warrants for 3,033,980 and 2,666,666, totaling 5,700,646 shares of common stock at an exercise price of $0.412 per share for gross proceeds of $234,867.


On July 9, 2021, the Company entered into a consulting agreement, expiring on June 30, 2023, with Cantone Research, Inc. whereby the consultant will provide financial advisory services for a fee of $30,000 per month, payable in cash or in shares of common stock or warrants at a discount of 10% to the trading price of the common stock prior to the date of issuance. The agreement may not be terminated prior to June 30, 2022, except for cause.


On July 9, 2021, in terms of a conversion notice received, Rijtec Enterprises Limited Pension Scheme converted $32,000 of the aggregate principal amount of the convertible note entered into on November 24, 2020, at a conversion price of $0.0562 per share for 266,903 shares of common stock and the issuance of a warrant exercisable for 206,903 shares of common stock at an exercise price of $0.0562 per share, expiring on January 26, 2023.


In July 2021, in terms of debt conversion agreements entered into with certain directors of the Company, the directors agreed to accept a total of 1,964,108 shares in settlement of $178,253 of outstanding directors fees at a conversion price of $0.07 per share.


Between July 13, 21021 and July 14, 2021, in terms of conversion notices received from Power Up, the aggregate principal amount of 86,350 and interest thereon of $4,710 from a convertible note entered into on January 12, 2021, was converted into 1,049,835 shares of common stock at an average conversion price of conversion price of $0.087 per share.


On, July 16, 2021, in terms of a conversion notice received, a private lender converted $150,000 of the aggregate principal amount of the convertible note entered into on November 30, 2020, at a conversion price of $0.0562 per share for 2,669,039 shares of common stock and the issuance of a warrant exercisable for 2,669,039 shares of common stock at an exercise price of $0.0562 per share, expiring on January 26, 2023.


On July 21 and July 27, 2021, the company granted Cantone Research, Inc. brokers warrants exercisable for 5,208,333 and 260,416 shares or common stock at an exercise price of $0.12 per share, expiring on July 21, and July 27, 2025, respectively.


On July 27, 2021, in terms of subscription agreements received from various subscribers, the company issued 17,874,996 units, each unit consisting of one share of common stock at $0.12 per share and warrants exercisable for 17,874,996 shares of common stock at an exercise price of $0.12 per share, expiring on July 27, 2023, for gross proceeds of $2,145,000.


On August 6, 2021, Mr. Blyumkin, the Chief Executive Officer and a director of the Company has resigned all of his positions within the Company and the Group and Mr. R.G. Bailey has been appointed as the Interim Chief Executive Officer.


On August 9, 2021, the Ontario Securities Commission issued a cease trade order on the company’s stock due to its failure to file its quarterly report on form 10-Q and its related certifications, for the period ended May 31, 2021 by July 30, 2021.


On August 12, 2021, the Company received an irrevocable subscription agreement and funds from a subscriber for gross proceeds of US$750,000 for 6,250,000 units at a unit price of $0.12 per unit. Each unit consisting of one share of common stock and one warrant to purchase a share of common stock at $0.12 per share. The warrants expire 24 months after closing. The foregoing transaction is subject to approval of the directors of the Company and regulatory approval from the Exchange.


Other than disclosed above, the Company has evaluated subsequent events through the date the financial statements were issued, other than disclosed above, we did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.