CONVERTIBLE DEBENTURES |
|
12. |
CONVERTIBLE
DEBENTURES |
|
|
|
|
|
|
|
Principal due |
|
|
Principal due |
|
Lender |
|
Maturity Date |
|
Interest
Rate |
|
|
November 30,
2021 |
|
|
August 31,
2021 |
|
Calvary Fund I LP |
|
July 31, 2021 |
|
|
12.00 |
% |
|
$ |
80,000 |
|
|
$ |
80,000 |
|
|
|
August 7, 2021 |
|
|
0 |
% |
|
|
25,000 |
|
|
|
25,000 |
|
Cantone Asset Management LLC |
|
December 17, 2021 |
|
|
7.00 |
% |
|
|
240,000 |
|
|
|
240,000 |
|
|
|
December 30, 2021 |
|
|
18.00 |
% |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
July 1, 2023 |
|
|
8.00 |
% |
|
|
300,000 |
|
|
|
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 |
|
|
|
3,000,000 |
|
Power Up Lending Group LTD |
|
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 |
|
|
|
3,120 |
|
Morison Management S.A |
|
October 15, 2020 |
|
|
10.00 |
% |
|
|
184,251 |
|
|
|
184,251 |
|
|
|
January 16, 2021 |
|
|
10.00 |
% |
|
|
55,000 |
|
|
|
55,000 |
|
|
|
April 21, 2022 |
|
|
12.00 |
% |
|
|
92,125 |
|
|
|
- |
|
|
|
May 20, 2022 |
|
|
12.00 |
% |
|
|
141,625 |
|
|
|
- |
|
|
|
July 2, 2022 |
|
|
12.00 |
% |
|
|
114,125 |
|
|
|
- |
|
Bellridge Capital LP. |
|
March 31, 2021 |
|
|
15.00 |
% |
|
|
- |
|
|
|
2,900,000 |
|
|
|
September 30, 2021 |
|
|
5.00 |
% |
|
|
- |
|
|
|
1,400,000 |
|
Private lender |
|
July 24, 2022 |
|
|
8.00 |
% |
|
|
120,000 |
|
|
|
120,000 |
|
|
|
|
|
|
|
|
|
|
5,826,246 |
|
|
|
10,126,246 |
|
Unamortized debt discount |
|
|
|
|
|
|
|
|
(3,603,656 |
) |
|
|
(3,978,710 |
) |
Total loans |
|
|
|
|
|
|
|
$ |
2,222,590 |
|
|
$ |
6,147,536 |
|
The maturity date of the convertible
debentures are as follows:
|
|
November 30,
2021 |
|
|
August 31,
2021 |
|
Principal classified as repayable within one year |
|
$ |
1,023,371 |
|
|
$ |
5,255,874 |
|
Principal classified as repayable later than one year |
|
|
1,199,219 |
|
|
|
891,662 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,222,590 |
|
|
$ |
6,147,536 |
|
| | (i) | On August 19, 2019, the Company issued a convertible debenture to Calvary
Fund LLP (“Cavalry”) 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 an Amended and Restated Amending Agreement between the
parties 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.
|
| | | |
| | (ii) | 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.
|
|
(b) |
Cantone Asset Management, LLC |
| | (i) | On September 17, 2019, the Company issued a convertible debenture to
Cantone Asset Management, LLC (“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.
|
| | | |
| | (ii) | 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.
|
| | | |
| | (iii) | 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. Neither the convertible debenture nor the warrant has been approved by the TSXV
as of the date of this filing. |
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.
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 expired 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.
|
(d) |
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, in terms of the Amending Agreement the conversion price became $0.08 per share on
September 22, 2021. 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.
|
| | |
| (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, in terms of the Amending Agreement the conversion price became $0.08
per share on September 22, 2021. 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.
|
| (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, in terms of the Amending Agreement the conversion price became $0.08
per share on September 22, 2021. 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.
|
| | |
| (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.
|
|
(e) |
Power Up Lending Group Ltd. |
| (i) | On April 21, 2021, the Company issued a convertible promissory note
to Power Up Lending Group Ltd. (“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. On November
17, 2021, Power Up entered into a debt assignment agreement with Morison Management S.A. (“Morison Management”), whereby the
convertible note was assigned to Morison Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $83,750 will be convertible under the note at a conversion price of $0.048 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
| (ii) | 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. On November
17, 2021, Power Up entered into a debt assignment agreement with Morison Management, whereby the convertible note was assigned to Morison
Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $128,750 will be convertible under the note at a conversion price of $0.042 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
| | |
| (iii) | 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. On November
17, 2021, Power Up entered into a debt assignment agreement with Morison Management, whereby the convertible note was assigned to Morison
Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $103,750 will be convertible under the note at a conversion price of $0.042 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
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.
|
(g) |
Morison Management S.A. |
| (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 SBI Investments, SBI Investments assigned an October 15, 2018 convertible debenture with an aggregate principal amount outstanding of $184,251.
|
| | |
| (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 SBI Investments, SBI Investments assigned a January 26, 2020 convertible debenture with an aggregate principal amount outstanding of $55,000, to Morison Management.
|
| | |
| (iii) | 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. On November
17, 2021, Power Up entered into a debt assignment agreement with Morison Management, whereby the convertible note was assigned to Morison
Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $83,750 will be convertible under the note at a conversion price of $0.048 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
| (iv) | 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. On November
17, 2021, Power up entered into a debt assignment agreement with Morison Management, whereby the convertible note was assigned to Morison
Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $128,750 will be convertible under the note at a conversion price of $0.042 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
| | |
| (v) | 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. On November
17, 2021, Power Up entered into a debt assignment agreement with Morison Management, whereby the convertible note was assigned to Morison
Management.
On November 17, 2021, in terms of an Amending Agreement entered into with the Company by Morison Management, the Company amended the note to comply with TSXV requirements, whereby only the aggregate principal sum of $103,750 will be convertible under the note at a conversion price of $0.042 per common share and the maximum amount due under the note in terms of interest rate, fees or other payments is restricted to a rate of 24% per annum.
|
|
(h) |
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. On November 10, 2021, in terms of a conversion notice received, Bellridge Capital LP, converted the aggregate principal sum of $2,900,000 into 52,727,273 common shares at a conversion price of $0.055 per share.
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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. On September 21, 2021, in terms of a conversion notice received, Bellridge Capital LP, converted the aggregate principal sum of $1,400,000 into 29,166,667 common shares at a conversion price of $0.048 per share.
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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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