Subsequent Events

9 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 4. Subsequent Events

The Company evaluated all events or transactions that occurred after March 31, 2014 up through date the Company issued these financial statements.  During this period the following event is the only material event which occurred.

Unregistered Sale of Equity Securities

On May 21, 2014, Placer Del Mar Ltd. (the "Registrant"), closed on the offer and sale of $500,000 principal amount of its 10% Secured Convertible Promissory Notes (the "Investor Notes") to two investor (the "Investors").  The Investor Notes were offered and sold in a private placement (the "Notes Offering") to a limited number of accredited investors and non-U.S. persons pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) of, and Rule 506 of Regulation D and Regulation S under, the Securities Act.  There may be additional closings on the Investor Notes, up to an aggregate principal amount of $1,000,000.

The Registrant used $400,000 of the gross proceeds derived from its issuance of the Investor Notes to provide bridge financing ("Bridge Financing") to Urban Cultivator Inc., a British Colombia corporation ("UC"), BC Northern Lights Enterprises Ltd., a British Colombia corporation ("BCNL"), and W3 Metal Inc., a British Colombia corporation ("W3," and together with UC and BCNL, "Borrowers") for working capital purposes.  The Bridge Financing is evidenced by a Secured Bridge Loan Promissory Note from the Borrowers to the Registrant (the "Bridge Note").

The Registrant and the Borrowers have entered into a non-binding term sheet dated May 5, 2014 (the "Term Sheet"), pursuant to which it is contemplated that a newly-formed, wholly-owned subsidiary of the Registrant will merge with and into the Borrowers (the "Merger"), as a result of which the Registrant will acquire all of the issued and outstanding capital stock of the Borrowers and the Borrowers will become wholly-owned subsidiaries of the Registrant.  The Borrowers are private companies engaged in the business of manufacturing and selling commercial and residential hydroponic growing systems.  At this stage, no definitive terms have been agreed to with respect to the proposed Merger.  Neither the Registrant nor the Borrowers is currently bound to proceed with the Merger and there can be no assurance that the Merger will take place.  The Bridge Financing to the Borrowers was completed as contemplated by the Term Sheet.

The Investor Notes bear interest at a rate of 10% per annum and are for a term of 8 months ("Maturity").  The Investor Notes are automatically convertible, subject to a 4.99% conversion blocker, upon closing of the Merger into units (the "Units"), at a conversion price of $0.30 per Unit.  Each Unit consists of one (1) share of the Registrant's common stock, $0.001 par value per share (the "Common Stock"), and a warrant to purchase one (1) share of Common Stock at an exercise price of $0.35 per share for two (2) years. The shares of Common Stock that would be issued as a result of conversion of the Notes (and upon exercise of the related warrants) carry certain registration rights.  Upon the closing of the Merger, the Registrant shall issue to each of the Investors warrants (the "Bridge Warrants") to purchase a number of shares of Common Stock equal to one hundred percent (100%) of the number of shares of Common Stock comprising the Units, exercisable at a price of $0.35 per share, exercisable for two (2) years from the closing of the Merger.  The Bridge Warrants will have weighted average anti-dilution protection.  If the Merger does not close, the Investor Notes must be repaid.

The Investor Notes and the Bridge Note are secured by all of the assets of the Borrowers. This security interest is subordinated to that of a certain bank providing an existing credit facility to the Borrowers.

The Bridge Note is for a term of 8 months from the initial closing of the Bridge Financing, and bears interest at the rate of 10% per annum.  All obligations under the Bridge Note will be deemed repaid in full and canceled upon the closing of the Merger.

The Investor Notes contain customary events of default and include a default by the Borrowers under the Bridge Note.  If the Registrant defaults under the Investor Notes, the full principal amount of the Investor Notes will, at the Investor's option, become immediately due and payable in cash.  In addition, upon an event of default, the Investor Notes will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.

A default by Borrowers under the Bridge Note, including but not limited to the failure to repay the Bridge Note at Maturity if the Merger doesn't close, will cause the full principal amount of the Bridge Note, at the Registrant's option, to become immediately due and payable in cash.  In addition, upon an event of default, the Bridge Note will begin to bear interest at a rate of 12% per annum, or such lower maximum amount of interest permitted to be charged under applicable law, which interest rate will continue until all defaults are cured.

The Registrant has agreed to pay a finder a fee of $50,000 for introducing the Investors to the Registrant.

In addition to the Notes Offering, the Registrant intends to engage in an additional private placement of the Units for at least an additional $2,500,000 in gross proceeds to the Registrant (the "Subsequent Offering").  The closing of the Subsequent Offering and the closing of the Merger is each a condition precedent to the other.