CONVERTIBLE DEBENTURES |
10. |
CONVERTIBLE
DEBENTURES |
|
|
|
|
|
|
|
Principal due |
|
|
Principal due |
|
Lender |
|
Maturity Date |
|
Interest Rate |
|
|
February 28, 2021 |
|
|
August 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calvary Fund I LP |
|
July 31, 2021 |
|
|
12.00 |
% |
|
|
250,000 |
|
|
|
250,000 |
|
|
|
July 31, 2021 |
|
|
12.00 |
% |
|
|
480,000 |
|
|
|
480,000 |
|
|
|
August 7, 2021 |
|
|
0 |
% |
|
|
150,000 |
|
|
|
150,000 |
|
SBI Investments LLC |
|
December 15, 2020 |
|
|
10.00 |
% |
|
|
200,000 |
|
|
|
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 |
|
|
|
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 |
% |
|
|
140,800 |
|
|
|
- |
|
|
|
January 12, 2022 |
|
|
12.00 |
% |
|
|
86,350 |
|
|
|
- |
|
|
|
February 24, 2022 |
|
|
12.00 |
% |
|
|
86,350 |
|
|
|
- |
|
EMA Financial, LLC |
|
April 22, 2021 |
|
|
8.00 |
% |
|
|
36,131 |
|
|
|
150,000 |
|
Morison Management S.A |
|
July 31, 2021 |
|
|
10.00 |
% |
|
|
- |
|
|
|
192,862 |
|
Bellridge Capital LP. |
|
March 31, 2021 |
|
|
15.00 |
% |
|
|
2,900,000 |
|
|
|
- |
|
Stirling Bridge Resources |
|
October 29, 2021 |
|
|
10.00 |
% |
|
|
15,000 |
|
|
|
- |
|
Alpha Capital Anstalt |
|
August 6, 2021 |
|
|
21.00 |
% |
|
|
500,000 |
|
|
|
- |
|
Rijtec Enterprises Limited Pension Scheme |
|
November 11, 2021 |
|
|
10.00 |
% |
|
|
32,000 |
|
|
|
- |
|
Private lender |
|
November 30, 2021 |
|
|
10.00 |
% |
|
|
150,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
9,732,631 |
|
|
|
10,007,436 |
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
(1,221,277 |
) |
|
|
(1,173,112 |
) |
Total loans |
|
|
|
|
|
|
|
$ |
8,511,354 |
|
|
$ |
8,834,324 |
|
The
maturity date of the convertible debentures are as follows:
|
|
February 28,
2021 |
|
|
August 31, 2020 |
|
|
|
|
|
|
|
|
Principal classified as repayable within one year |
|
$ |
7,797,628 |
|
|
$ |
8,227,257 |
|
Principal classified as repayable later than one year |
|
|
713,726 |
|
|
|
607,067 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,511,354 |
|
|
$ |
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.
|
|
(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.
|
|
(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. |
|
(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.
The Company repaid $50,000, and the maturity date
of the loan has been extended to December 15, 2020. The Company is busy renegotiating the terms of the loan.
|
|
(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 14(d)(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. The Company is currently renegotiating the
terms of this loan.
|
|
(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.
|
|
(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.
|
|
(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 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. |
|
(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 February 22,
2021, EMA converted the aggregate principal sum of $128,869 into 4,200,000 common shares at an average conversion price of $0.03 per
share.
|
|
(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.
|
(j) |
Bellridge
Capital LP. |
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.
|
(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.
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(l) |
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 $500,000, for net proceeds of $500,000. 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.
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