NOTES PAYABLE

9 Months Ended

Aug. 31, 2021

NOTES PAYABLE

NOTE 6 - NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

Notes payable consisted of the following at August 31, 2021:

Date of Note	Principal Amount at Issuance ($)		Interest Rate			Maturity Date	Interest Accrued ($)
October 20, 2016 (1)		5,000		8	%	October 20, 2017		1,946
January 9, 2017 (1)		9,000		8	%	January 9, 2018		3,343
April 24, 2017 (1)		10,000		8	%	April 24, 2018		3,485
June 19, 2017 (1)		7,000		8	%	June 19, 2018		2,354
September 18, 2017 (1)		6,000		8	%	September 18, 2018		1,897
January 5, 2018 (1)		10,000		8	%	January 5, 2019		2,924
April 17, 2018 (1)		30,000		8	%	April 17, 2019		8,102
July 27, 2018 (1)		31,700		12	%	July 27, 2019		11,787
August 15, 2018 (1)		108,000		12	%	August 15, 2019		39,484
September 7, 2018 (1)		15,000		12	%	July 31, 2020		5,370
September 12, 2018 (1)		20,500		12	%	August 15, 2020		7,306
September 27, 2018 (1)		10,000		12	%	July 31, 2020		3,514
October 10, 2018 (1)		42,000		12	%	July 31, 2020		14,581
November 20, 2018 (1)		7,905		12	%	July 31, 2020		2,638
November 20, 2018 (1)		7,970		12	%	July 31, 2020		2,659
December 18, 2018 (1)		25,000		12	%	July 31, 2020		8,112
January 24, 2019 (1)		42,000		12	%	August 15, 2020		13,118
February 18, 2019 (1)		20,000		12	%	February 18, 2020		6,083
March 6, 2019 (1)		10,000		12	%	August 15, 2020		2,988
May 3, 2019 (1)		25,000		12	%	July 31, 2020		6,994
July 1, 2019 (2)		34,385		10	%	December 30, 2021		9,181
July 15, 2019 (2)		34,385		10	%	December 30, 2021		9,049
July 31, 2019 (2)		34,385		10	%	December 30, 2021		8,899
September 3, 2019 (2)		20,631		10	%	December 30, 2021		5,147
October 8, 2019 (2)		11,003		10	%	December 30, 2021		2,639
November 6, 2019 (2)		4,126		10	%	December 30, 2021		957
July 10, 2020 (1)		13,754		5	%	June 18, 2021		785
September 2, 2020 (1)		13,754		5	%	June 18, 2021		684
November 27, 2020 (1)		20,631		5	%	June 18, 2021		783
December 22, 2020 (1)		20,631		5	%	June 18, 2021		715
January 12, 2021 (1)		27,508		5	%	June 18, 2021		875
March 5, 2021 (1)		34,385		5	%	June 18, 2021		847
April 14, 2021 (1)		41,262		5	%	June 18, 2021		791
June 8, 2021		50,000		5	%	June 1, 2022		575
June 17, 2021		8,400		5	%	June 1, 2022		86
June 29, 2021		40,000		5	%	June 1, 2022		345
July 22, 2021 (4)		68,770		5	%	January 23, 2023		378
Subtotal		920,085						191,421
Debt Discount		61,919
Grand Total		858,166						191,421

(1) The Company is not compliant with the repayment terms of the notes payable. There are no penalties associated with notes past the due date.

Convertible notes payable consisted of the following at August 31, 2021:

(2)

On July 30, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($253,900) for funding working capital requirements. The promissory note has a maturity date of October 30, 2020, an interest rate of 10% and a conversion rate of $0.08 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments of £25,000 ($31,735) at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn six installments against the loan facility for an aggregate of $130,633. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $12,654, and was recorded as debt discount. The debt discount was amortized through the term of the note. On October 19, 2020, the maturity date of the promissory note was extended to December 30, 2021. The unpaid balance including accrued interest was $174,787 and $159,183 at August 31, 2021 and November 30, 2020, respectively.

(3)

On August 14, 2019, the Company entered into a convertible unsecured term loan facility of £200,000 ($241,220) for funding working capital requirements. The promissory note has a maturity date of April 16, 2021, an interest rate of 10% and a conversion rate of $0.03 per share. After maturity, the interest rate increases to 8% above the Bank of England Base Rate. In addition, a 5% facility fee is added to the loan. The Company may draw the loan in installments at any time on or after the date of this agreement. During the year ended November 30, 2019, the Company has drawn two installments against the loan facility for an aggregate of $129,340. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance aggregated $34,853, and was recorded as debt discount. The debt discount was amortized through the term of the note. During the three months ended May 31, 2020, the Company received a third installment for $2,050. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. During the three months ended August 31, 2020, the Company received a third installment for $130,646. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $-0-. On August 4, 2021, the holder converted $332,398 of principal and interest into 11,079,939 shares of the Company’s common stock at $0.03 per share to fully satisfy the convertible promissory note. The unpaid balance including accrued interest was $-0- and $297,562 at August 31, 2021 and November 30, 2020, respectively.

(4) On July 22, 2021, the Company entered into a long-term convertible promissory note of £50,000 ($68,815) with a third-party for funding an option fee to acquire land and a cannabis license in Zimbabwe (See Note 9 – Material Contracts for a further discussion). The promissory note has a maturity date of January 23, 2023, an interest rate of 5%. The holder may convert any part or all of the outstanding principal and/or interest on this promissory note into shares of the Company’s common stock dividing (i) any amount of part or all of the outstanding principal and/or interest on the note, by (ii) the 20-day VWAP of Company common stock prior to the date of conversion; provided, however, that the price of conversion shall not be less than $0.0001 per share. The Company calculated the fair value of the beneficial conversion feature as the difference between the conversion price and the fair market value of the Company’s common stock into on the date of issuance. The fair value of the conversion option in connection with the note on the date of issuance was $68,815. The debt discount was amortized through the term of the note. The unpaid balance including accrued interest was $69,147 at August 31, 2021.

As of August 31, 2021, the total loans - convertible amounted to $243,934 which includes $36,249 of accrued interest. The conversion price of the note was fixed and determinable on the date of issuance and as such in accordance with ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), the embedded conversion option of the note was not considered a derivative liability. The beneficial conversion features of certain convertible notes are at a price below fair market value. The Company recorded interest expense on the debt discount of $6,896 and $7,994 for the three months ended August 31, 2021 and 2020, respectively, and $15,010 and $23,982 for the nine months ended August 31, 2021 and 2020, respectively. The unamortized debt discount was $61,919 and $8,114 at August 31, 2021 and November 30, 2020, respectively.

Notes payable and convertible notes payable transactions during the nine months ended August 31, 2021 consisted of the following:

Balance, November 30, 2020	$	891,295
Borrowings		290,474
Less conversion to common stock		(277,150	)
Plus, foreign exchange adjustment		15,466
Less debt discount		(61,919	)
Balance, August 31, 2021	$	858,166

Notes payable and convertible notes payable transactions principal repayment schedule consisted of the following:

Fiscal year ended November 30, 2021	$	614,000
Fiscal year ended November 30, 2022		237,315
Fiscal year ended November 30, 2023 (less debt discount)		6,851
Total	$	858,166