NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

12 Months Ended

Nov. 30, 2021

NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

NON-CONTROLLING INTEREST INVESTMENT IN BRAIN ARMOR, INC.

NOTE 10. 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, and was 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. 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, and was sold 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. 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

As a result of these transactions, the Company’s ownership was reduced to 70.5%.