MATERIAL CONTRACTS

9 Months Ended

Aug. 31, 2021

MATERIAL CONTRACTS

NOTE 9 - MATERIAL CONTRACTS

NOTE 9 – MATERIAL CONTRACTS

On January 9, 2019, the Company entered an agreement with a consultant to head the Company’s Advisory Board to provide essential prospective on technology and public policy developments that are shaping the cobalt markets. In addition, the consultant will provide press releases, additional messaging and focus on exploring potential relationships with major cobalt users. The agreement terminates on December 31, 2019. After December 31, 2019, the agreement automatically renews unless the Company or consultant provide 30 days written notice. The consultant is compensated with a $5,000 retainer which commences the first of the month following the completion of the Company’s next capital raise. In addition, the Company granted the consultant a three-year option to purchase 250,000 shares of the Company’s unregistered common stock at $0.10 per share. The option vested as to 100,000 shares on the grant date, vests 100,000 shares on August 9, 2019 and 50,000 on January 9, 2020. The fair value of the option was $23,891. The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value option with the following assumptions:

Risk-free interest rate		2.54	%
Expected life (in years)		3
Expected volatility		310.6	%
Grant date fair value	$	.097

On March 11, 2019, the Company signed a twelve-month lease agreement for a four-bedroom living unit. The lease starts on April 1, 2019 and ends on March 31, 2020. The monthly rental is $1,200 and an aggregate of $14,400 over the term of the lease. The lease terminated on March 31, 2020 and was not renewed.

On April 2, 2019, the Company signed a twelve-month lease agreement for office space. The lease starts on July 1, 2019 and ends on June 30, 2020. The monthly rental is $730 and an aggregate of $8,761 over the term of the lease. The lease was renewed on a twelve-month lease agreement ending on June 30, 2021 for $770 per month and an aggregate of $9,240 over the term of the lease. The lease terminated on June 1, 2021 and was not renewed. The Company settled the unpaid balance for $6,000 which resulted in $3,447 reversal of rent expense in the accompanying consolidated statement of operations.

The rent expense recognized was ($3,447) and $4,727 for three months ended August 31, 2021 and 2020, respectively, and $1,496 and $12,950 for nine months ended August 31, 2021 and 2020.

On September 14, 2019, the Company entered an agreement with a consultant as the Company’s Business Development Director including such other management advisory services as may be reasonably requested by the Company. The agreement terminates on August 31, 2021. The consultant is compensated with $4,000 a month beginning September 1, 2019. The consultant earned $12,000 for the three months ended August 31, 2021 and 2020 and $36,000 for the nine months ended August 31, 2021 and 2020.

On March 17, 2021 the Company signed an option agreement together with Block Commodities Limited to acquire a 70 percent interest in a Medicinal Cannabis license granted to Magnus Cannabis Group Limited (“Magnus”) by the government of Zimbabwe. Block Commodities Ltd. is listed on the Aquis Stock Exchange, trading with ticker code BLCC.PL (“BLCC”).

The acquiring parties will each hold 35 percent. The stake in the Magnus license, will secure supply of medicinal grade cannabis for the production of Nutraceuticals.

The option is for an exclusivity period of 90 days to complete the Acquisition. As of August 31, 2021, the acquisition has not been completed. On June 15, 2021, the option was extended to August 31, 2021 and not extended pending the completion of further negotiations. The proposed terms of the Acquisition are as follows:

• Payment of an option fee of £50,000 (approximately $69,000) to acquire land and a cannabis license fee in Zimbabwe, to be apportioned equally between the acquiring parties, and

• Payment by BLCC of £1,500,000 (approximately $2,095,000) through the issue of 2,142,857,142 fully paid ordinary shares in BLCC (valued at 0.07p, per share) upon exercise of the option, and contemporaneously the payment by CCOB of £1.5m of CCOB fully paid ordinary shares, price based on a 30-day VWAP (using the US$/GB£ closing middle market exchange rate published by Bloomberg on the day immediately prior to completion).

The Company paid the entire option fee on July 22, 2021 for £50,000 (approximately $69,000). The Company recorded the option fee in other assets in the accompanying consolidated balance sheets pending the completion of the acquisition negotiations. The balance at August 31, 2021 was $68,770.