NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

9 Months Ended

Aug. 31, 2021

NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

NOTE 7. NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

NOTE 7. NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

On March 30, 2021, a non-US investor subscribed to the acquisition of 333,333 units of the Company’s Brain Armor Inc subsidiary. Each unit is comprised of one share of Brain Armor stock, $0.001 par value and a common stock purchase warrant evidencing the right to purchase one share of Common Stock. The 333,333 units were sold at a per unit price of USD $0.30 for an aggregate purchase price of USD $100,000 which was received by the Company on March 30, 2021. The vesting and exercise prices of the warrants are as follows:

● 1/3 of shares shall be exercisable 6 months after the subscription date at an exercise price of $0.45 per share

● 1/3 of shares shall be exercisable 12 months after the subscription date at an exercise price of $0.60 per share

● 1/3 of shares shall be exercisable 18 months after the subscription date at an exercise price of $0.75 per share

On May 5, 2021, a US investor subscribed to the acquisition of 3,333,333 units of the Company’s Brain Armor Inc subsidiary, with each unit being comprised of one share of Brain Armor stock, $0.001 par value and a common stock purchase warrant evidencing the right to purchase one share of Common Stock at a per unit price of USD $0.30 for an aggregate purchase price of USD $1,000,000 of which $100,000 was received by the Company on May 13, 2021 and $100,000 on May 27, 2021. This subscription agreement has since been terminated by mutual agreement of Brain Armor Inc. and the investor.

The vesting and exercise prices of the warrants are as follows:

● 1/3 of shares shall be exercisable 6 months after the subscription date at an exercise price of $0.45 per share

● 1/3 of shares shall be exercisable 12 months after the subscription date at an exercise price of $0.60 per share

● 1/3 of shares shall be exercisable 18 months after the subscription date at an exercise price of $0.75 per share