Monday, January 23, 2017 12:58:39 PM
The following corporate developments occurred during the quarter ended November 30, 2016, and up to the date of the filing of this report:
Letter Agreement with Jean Arnett and Brad Hargreaves
On September 26, 2016, we entered into a letter agreement (the “Letter Agreement”) with Jean Arnett and Brad Hargreaves to, among other things, cancel the unvested portion of the options granted to Ms. Arnett and Mr. Hargreaves pursuant to those separate Option Agreements between us and Ms. Arnett, and Mr. Hargreaves, each dated for reference November 25, 2014 (the “Cancelled Options”). The Cancelled Options had previously entitled Ms. Arnett and Mr. Hargreaves to collectively acquire up to 17,500,000 common shares of the Company (8,750,000 shares, each) at an initial price of $0.05 per share.
In addition, we renegotiated our consulting arrangements with Ms. Arnett and Mr. Hargreaves. Based on the Letter Agreement, we agreed to pay each of Ms. Arnett and Mr. Hargreaves CAD$5,000 per month, beginning effective August 1, 2016, for a duration of six (6) months.
Appointment of Director
On September 26, 2016, the board of directors of the Company unanimously resolved to fix the number of directors at three, and appointed Yanika Silina, our current Chief Financial Officer, as a director to fill the vacancy created by the increase in the number of directors. We did not enter into any new compensation arrangements with Ms. Silina in connection with her appointment as a director of the Company.
Private Placement Offering
On October 12, 2016, we closed a non-brokered private placement offering (the “Offering”) at a price of $0.15 per unit, by issuing 2,383,333 units for cash proceeds of $357,500 and 6,711,272 units to the holders of our notes payable for debt settlement of $1,006,691. Each unit sold under the Offering consisted of one common share of the Company and one share purchase warrant entitling the holder to purchase one additional common share for a period of five years after closing at an exercise price of $0.50 per share if exercised during the first year, $0.75 per share if exercised during the second year, $1.00 per share if exercised during the third year, $1.25 per share if exercised during the fourth year, and at $1.50 per share if exercised during the fifth year.
Loan Agreements
During the quarter ended November 30, 2016, we did not enter into any loan agreements, subsequent to November 30, 2016, we entered into loan agreements for a total of CAD$55,000, of which CAD$15,000 were loaned to us by Mr. Richard Jeffs, our major shareholder. The loans bear interest at 6% per annum, compounded monthly, are unsecured and payable on demand.
On September 30, 2016, Mr. Jeffs notified us that he had assigned all rights to his claims against the Company in the amount of $250,000 to two unaffiliated parties (the “Assignees”). The full amount of debt assigned to the Assignees was converted into the units of the Company’s common stock as part of the Offering.
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