NOTES
Notes
Payable
and
AMREFA
Restructure
Pursuant to an Instalment Payment Agreement entered into on June 25, 2015 with AMREFA, the Company refinanced its outstanding principal and interest on
loans to the Company from AMREFA. This agreement replaced all outstanding notes by a single 8% promissory note in the principal amount of $289,246, due
July 15, 2017, amortized by instalment payments of principal and interest commencing with an initial payment in July 2015 of $45,000, including accrued interest,
which payment was made on July 15, 2015. EIG, a major shareholder of the Company, guaranteed Progreen’s obligations under the Instalment Payment
Agreement. The AMREFA Instalment Payment Agreement was paid in full and cancelled as of the March 8, 2016 effective date of the transaction for the exchange
of Series B Preferred Stock for the AMREFA properties held by its U.S. subsidiary, American Residential Gap LLC, in consideration of Progreen’s deliveries of a
$200,000 Mortgage Note together with the 441,084 shares of Series B Preferred Stock.
We have issued to Tangiers in connection with the execution of the Investment Agreement a commitment fee of a five-year warrant to purchase 4,000,000 shares
of common stock, at an exercise price of $.02 per share, and Tangiers has provided financing to us for our legal costs in connection with the filing of the
Registration Statement through a one-year $22,000 convertible debenture, due June 23, 2017, convertible into our common stock at a conversion price of $.03 per
share.
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