Funny money:
NOTE 2 – TECHNOLOGY LICENSE
On January 2, 2013, the Company signed an exclusive licensing and distribution agreement (the “ Licensing Agreement ” ) to sell and market the iPMine communication and mine-safety system for underground mines for the European continent. The terms of the agreement includes exclusivity for the European market for a 5-year term renewable for an additional 5-year term and first right of refusal to acquire 100% of the iPMine intellectual property. The Company issued 300,000 common shares of the Company at a fair value of $25,500 to the licensor.
On January 14, 2013, the Company signed a purchase agreement to acquire 100% ownership in newly created iPTerra Technologies, Inc. for cash consideration of $5,500, which shall be paid to a seller within a 12 month period from a closing date. The iPMine system will operate under iPTerra Technologies, Inc.
On March 22, 2013, the Company exercised its option under the recently executed License Agreement to acquire 100% ownership of the iPMine communication and mine-safety system. The iPMine system will continue to operate under the Company ’ s wholly owned subsidiary, iPTerra Technologies, Inc. The Company acquired 100% of the iPMine intellectual property for a total consideration of $10,000,000 comprised of 20,000,000 common shares with a fair value of $0.001 per share for total of $20,000 and the assumption of $9,980,000 in debt (the “ Debt ” ) in favor to two companies controlled by Naiel Kanno (the “ Debt Holders ” ). The original iPMine acquisition agreement called only for the issuance of 20,000,000 common shares. However, the Company and Naiel Kanno had previously negotiated the total purchase price of $10,000,000. As a result, the Company amended the acquisition agreement to include the additional $9,980,000 of debt as this was the intention of both parties during the original negotiations. On May 10, 2013, the Company and the Debt Holders entered into an agreement to convert the Debt into a non-interest bearing convertible promissory note repayable in eighteen months with the conversion price of $1.00 per common share at the option of the Debt Holders.
