CONVERTIBLE DEBENTURES |
|
16. |
CONVERTIBLE DEBENTURES |
|
|
|
|
|
|
|
Principal due |
|
|
Principal due |
|
Lender |
|
Maturity Date |
|
Interest Rate |
|
|
August 31, 2021 |
|
|
August 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calvary Fund I LP |
|
September 4, 2019 |
|
|
10.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
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 |
|
October 15, 2020 |
|
|
10.00 |
% |
|
|
- |
|
|
|
250,000 |
|
|
|
January 16, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
55,000 |
|
Bay Private Equity, Inc. |
|
January 15, 2020 |
|
|
5.00 |
% |
|
|
- |
|
|
|
3,661,874 |
|
|
|
February 20, 2021 |
|
|
5.00 |
% |
|
|
- |
|
|
|
2,400,000 |
|
Cantone Asset Management LLC |
|
October 19, 2021 |
|
|
7.00 |
% |
|
|
- |
|
|
|
300,000 |
|
|
|
December 17, 2021 |
|
|
7.00 |
% |
|
|
240,000 |
|
|
|
240,000 |
|
|
|
October 19, 2021 |
|
|
18.00 |
% |
|
|
- |
|
|
|
240,000 |
|
|
|
December 30, 2021 |
|
|
18.00 |
% |
|
|
50,000 |
|
|
|
- |
|
|
|
July 1, 2023 |
|
|
8.00 |
% |
|
|
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 |
|
|
|
July 21, 2025 |
|
|
10.00 |
% |
|
|
3,000,000 |
|
|
|
- |
|
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 6, 2021 |
|
|
12.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
January 12, 2022 |
|
|
12.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
February 24, 2022 |
|
|
12.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
April 21, 2022 |
|
|
12.00 |
% |
|
|
92,125 |
|
|
|
- |
|
|
|
May 20, 2022 |
|
|
12.00 |
% |
|
|
141,625 |
|
|
|
- |
|
|
|
July 2, 2022 |
|
|
12.00 |
% |
|
|
114,125 |
|
|
|
- |
|
EMA Financial, LLC |
|
April 22, 2021 |
|
|
8.00 |
% |
|
|
3,120 |
|
|
|
150,000 |
|
Morison Management S.A |
|
July 31, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
192,862 |
|
|
|
October 15, 2020 |
|
|
10.00 |
% |
|
|
184,251 |
|
|
|
- |
|
|
|
January 16, 2021 |
|
|
10.00 |
% |
|
|
55,000 |
|
|
|
- |
|
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 |
% |
|
|
- |
|
|
|
- |
|
Alpha Capital Anstalt |
|
August 6, 2021 |
|
|
21.00 |
% |
|
|
- |
|
|
|
- |
|
Rijtec Enterprises Limited Pension scheme |
|
November 11, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
- |
|
Private lender |
|
November 30, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
- |
|
Private lender |
|
January 26, 2022 |
|
|
10.00 |
% |
|
|
- |
|
|
|
- |
|
Equilibris Management AG |
|
June 30, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
- |
|
|
|
June 22, 2022 |
|
|
8.00 |
% |
|
|
|
|
|
|
|
|
|
|
June 22, 2022 |
|
|
8.00 |
% |
|
|
|
|
|
|
|
|
Private lender |
|
July 24, 2022 |
|
|
8.00 |
% |
|
|
120,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
10,126,246 |
|
|
|
10,007,436 |
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
(3,978,710 |
) |
|
|
(1,173,112 |
) |
Total loans |
|
|
|
|
|
|
|
$ |
6,147,536 |
|
|
$ |
8,834,324 |
|
The maturity date of the convertible
debentures are as follows:
|
|
August 31, 2021 |
|
|
August 31, 2020 |
|
|
|
|
|
|
|
|
Principal classified as repayable within one year |
|
$ |
5,255,874 |
|
|
$ |
8,227,257 |
|
Principal classified as repayable later than one year |
|
|
891,662 |
|
|
|
607,067 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,147,536 |
|
|
$ |
8,834,324 |
|
| | (i) | On September 4, 2018, the Company issued units to Cavalry Fund I LP (“Cavalry”) for $250,000, which was originally advanced on August 9, 2018. The units consist of 250 units of $1,000 convertible debentures and a common share purchase warrant exercisable for 1,149,424 shares. The convertible debenture bore interest at 10% per annum and matured on September 4, 2019 and was convertible into common shares of the Company at a price of $0.87 per common share. The common share purchase warrants entitle the holder to acquire additional common shares of the Company at a price of $0.87 per share, expiring on September 4, 2019. On September 9, 2019, the Company repaid $75,000 of principal and $1,096 in interest in partial settlement of the convertible debenture. On September 19, 2019, the Company entered into an agreement with Calvary Fund, whereby the remaining principal and interest of $200,000 was settled by the issue of 1,111,111 common shares and a warrant exercisable for 1,111,111 common shares at an exercise price of $0.23 per share. On August 7, 2020 the Company entered into an Amended and Restated Amending Agreement (“ARA”) with Cavalry whereby the maturity date of the warrant exercisable for 1,111,111 common shares was extended to July 31, 2021 and the exercise price was amended to $0.0412 per share.
|
| | | |
| | (ii) | 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 with an expiry date of 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 this note entered into on October 12,2018 and $125,000 of the aggregate principal of the note entered into on August 7, 2020, see Note 16(a)(iv) below. On July 6, 2021, in terms of a debt conversion agreement entered into with Cavalry, the Company agreed to convert unpaid interest of $22,500 on this note; and unpaid principal of $80,000 and unpaid interest of $30,560 on a convertible note entered into on August 19, 2019; and unpaid principal 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 and are subject to TSXV approval. The Company may have to renegotiate the terms of the debt conversion agreement based on the recommendations of the TSXV.
|
| | (iii) | 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. On July 6, 2021, in terms of a debt conversion agreement entered into with Cavalry, the Company agreed to convert unpaid interest of $22,500 on the note entered into on October 12, 2018; and unpaid principal of $80,000 and unpaid interest of $30,560 on this convertible note; and unpaid principal 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 and are subject to TSXV approval. The Company may have to renegotiate the terms of the debt conversion agreement based on the recommendations of the TSXV. The aggregate principal amount of $80,000 of the convertible loan, which has past the maturity date of July 31, 2021, remains outstanding.
|
| | | |
| | (iv) | 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 maturing 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, see note 16(a)(ii) above, and $125,000 of the aggregate principal of this note entered into on August 7, 2020. On July 6, 2021, in terms of a debt conversion agreement entered into with Cavalry, the Company agreed to convert unpaid interest of $22,500 on the note entered into on October 12, 2018; and unpaid principal of $80,000 and unpaid interest of $30,560 on the convertible note entered into on August 19, 2019; and unpaid principal of $25,000 on this convertible note, 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 and are subject to TSXV approval. The Company may have to renegotiate the terms of the debt conversion agreement based on the recommendations of the TSXV. The aggregate principal amount of $25,000 of the convertible loan, which has past the maturity date of August 7, 2021, remains outstanding.
|
| | (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, expiring on October 15, 2019. During December 2019, the maturity date of the convertible loan was extended to October 15, 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. On August 3, 2021, in terms of a debt assignment agreement entered into with Morison Management SA, SBI Investments assigned this October 15, 2018 convertible debenture and the January 26, 2020 convertible debenture to Morison Management SA.
|
| | | |
| | (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 matured 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, which warrant expired unexercised on January 16, 2021. On August 3, 2021, in terms of a debt assignment agreement entered into with Morison Management SA, SBI Investments assigned this October 15, 2018 convertible debenture and the January 26, 2020 convertible debenture to Morison Management SA
|
|
(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 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. 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, see (i) above. 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 maturing 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. On March 17, 2021, The company entered into an amending agreement whereby the conversion price of the convertible note was amended to $0.0475 per share, the maturity date was extended to October 19, 2021 and the interest rate was amended to 18% with effect from October 20, 2020. On March 17, 2021, the Company entered into a debt conversion agreement whereby outstanding interest of $22,660 accrued until December 28, 2020 on two convertible notes was converted into 581,026 shares of common stock. The debt conversion agreement included $8,500 of interest related to this July 2019 convertible note. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $132,007, consisting of outstanding interest of $92,007 accrued until June 1, 2021 on various convertible notes and a principal amount outstanding of $40,000 on one convertible note, was converted into 949,688 shares of common stock. The debt conversion agreement included $22,750 of interest related to this July 2019 convertible note. On August 30, 2021, in terms of a conversion notice received, the Company issued a total of 5,263,157 shares of common stock converting $250,000 of the aggregate principal of the note entered into on July 19, 2019, thereby extinguishing the principal due under the note.
|
| | | |
| | (ii) | On September 17, 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 maturing 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 an Amending Agreement 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. On March 17, 2021, The company entered into an amending agreement whereby the conversion price of the convertible note was amended to $0.0475 per share, the maturity date was extended to December 17, 2021 and the interest rate was amended to 18% with effect from October 20, 2020. On March 17, 2021, the Company entered into a debt conversion agreement whereby outstanding interest of $22,660 accrued until December 28, 2020 on two convertible notes was converted into 581,026 shares of common stock. The debt conversion agreement included $14,160 of interest related to this September 2019 convertible note. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $132,007, consisting of outstanding interest of $92,007 accrued until June 1, 2021 on various convertible notes and a principal amount outstanding of $40,000 on one convertible note, was converted into 949,688 shares of common stock. The debt conversion agreement included $21,840 of interest related to this September 2019 convertible note.
|
| | (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, maturing 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 7, 2021, in terms of a conversion notice received, the Company issued 5,405,405 shares of common stock converting $200,000 of the aggregate principal of the note entered into on October 14, 2019. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $132,007, consisting of outstanding interest of $92,007 accrued until June 1, 2021 on various convertible notes and a principal amount outstanding of $40,000 on one convertible note, was converted into 949,688 shares of common stock. The debt conversion agreement included $10,367 of interest and $40,000 of principal related to this October 2019 convertible note, thereby extinguishing the note.
|
| | | |
| | (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 June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $132,007, consisting of outstanding interest of $92,007 accrued until June 1, 2021 on various convertible notes and a principal amount outstanding of $40,000 on one convertible note, was converted into 949,688 shares of common stock. The debt conversion agreement included $37,050 of interest related to this September 2020 convertible note. On August 30, 2021, in terms of a conversion notice received, the Company issued a total of 4,545,454 shares of common stock converting $250,000 of the aggregate principal of the note entered into on September 2020.
|
| | | |
| | (v) | 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 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.
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, expiring on October
29, 2020.
The aggregate principal amount of $200,000
of the convertible loan, which has past the maturity date of October 29, 2020, remains outstanding.
|
(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 TSXV 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. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $61,050, consisting of outstanding interest accrued until June 1, 2021 on various convertible notes was converted into 439,209 shares of common stock. The debt conversion agreement included $15,900 of interest related to this November 2019 convertible note.
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| | (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. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $61,050, consisting of outstanding interest accrued until June 1, 2021 on various convertible notes was converted into 439,209 shares of common stock. The debt conversion agreement included $21,600 of interest related to this December 2019 convertible note.
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| | (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. On June 3, 2021, the Company entered into a debt conversion agreement whereby a total amount of $61,050, consisting of outstanding interest accrued until June 1, 2021 on various convertible notes was converted into 439,209 shares of common stock. The debt conversion agreement included $23,550 of interest related to this March 2020 convertible note.
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| | (iv) | On July 21, 2021, in terms of a subscription agreement for debentures and warrants, the Company entered into a convertible debenture agreement with PCF in the aggregate principal amount of $3,000,000 including an OID of $500,000 for net proceeds of $2,191,000 after placement fees and expense allowances of $309,000. The convertible debenture bears interest at 10% per annum and the gross proceeds of $2,500,000 is convertible into common shares at a conversion price of $0.12 per share, subject to anti-dilution adjustments and matures on July 21, 2025. The company also entered into a registration rights agreement with PCF, whereby the Company has agreed to register any securities that the convertible note is convertible into and any warrant shares issuable in terms of the subscription agreement for debentures and warrants. In conjunction with the convertible debenture, the Company issued a warrant exercisable for 20,833,333 common shares and a brokers warrant exercisable for 5,208,333 common shares, at an exercise price of $0.12 per share, expiring on July 21, 2025.
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(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, thereby extinguishing the note.
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| | (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, thereby extinguishing the note.
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| | (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, thereby extinguishing the note.
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| | (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, thereby extinguishing the note.
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| | (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. Between July 13, 2021 and July 14, 2021, Power Up converted the aggregate principal sum of $86,350, including interest thereon of $4,710 into 1,049,835 common shares, thereby extinguishing the note.
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| | (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. On August 27, 2021, The Company the aggregate principal sum of $86,350 and interest and penalty interest thereon of $32,622, thereby extinguishing the note.
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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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| | (ix) | On July 2, 2021, the Company issued a convertible promissory note to Power Up in the aggregate principal sum of $114,125, including an original issue discount of $10,375 for net proceeds of $100,000 after certain expenses. The note bears interest at 12% per annum and matures on July 2, 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. |
| | (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.
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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, thereby extinguishing
the note.
On August 3, 2021, in terms of a debt
assignment agreement entered into with SBI Investments, SBI Investments assigned an October 15, 2018 convertible debenture with an aggregate
principal amount outstanding of $184,251 and a January 26, 2020 convertible debenture with an aggregate principal amount outstanding of
$55,00, to Morison Management SA.
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(j) |
Bellridge Capital LP. |
| (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. 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, maturing
on November 24, 2021.
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 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.
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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.
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.
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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 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.
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, 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 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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(p) |
Equilibris Management AG |
| (i) | During June 2021, the remaining aggregate principal amount outstanding of $105,000, including interest and penalty interest thereon of $86,779, 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 received, 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. |
| (ii) | On June 24, 2021, in terms of an Assignment and Purchase of Corporate Debt Agreement entered into, 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 debenture. |
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| (iii) | 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 debenture. |
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| (iv) | During June 2021, in terms of an exchange agreement entered into with Mr. Dennewald, made effective from February 12, 2021, Mr. Dennewald exchanged three promissory notes dated August 1, 2019, October 31, 2019 and March 3, 2020 totaling $125,000 for a $125,000 convertible promissory note bearing interest at 8% per annum and maturing on February 12, 2022. On June 10, 2021, in terms of an Assignment and Purchase of Debt Agreement entered into between Mr. Dennewald and 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. |
On July 24, 2021, the Company
issued a convertible debenture to a private lender in the aggregate principal amount of $120,000, for net proceeds of $100,000, after
an OID of $20,000 The convertible debenture bears interest at 8% per annum and is convertible into common shares at a conversion price
of $0.12 per share, maturing on July 24, 2023.
In conjunction with the convertible debenture, the Company
issued a warrant exercisable for 833,333 common shares at an exercise price of $0.12 per share, expiring on July 24, 2023.
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