RELATED PARTY TRANSACTIONS

12 Months Ended

May 31, 2016

RELATED PARTY TRANSACTIONS

During the year ended May 31, 2016, the Company entered into the following transactions with related parties:

For the year ended May 31,	2016		2015

Consulting fees to CFO	$	105,333	$	97,000
Wages and benefits to CEO and COO		806,046		620,301
Wages and benefits to former President		234,997		281,592
Directors fees (included in consulting fees)		151,250		122,750
Fees to Vice President of Corporate Communications (included in investor relations)		190,000		180,000
Professional fees to former Vice President		-		25,680
Stock-based compensation to related parties		653,520		1,247,408

	$	2,141,146	$	2,574,731

As at May 31, 2016, included in accounts payable and accrued liabilities was $7,628 (2015 – $9,880) in expenses owing to companies related to officers and officers of the Company.

These amounts were unsecured, non-interest bearing and had no fixed terms or terms of repayment. Accordingly, fair value could not be readily determined.

The Company had entered into a retainer agreement dated June 1, 2011 with Lawrence W. Talbot Law Corporation (“LWTLC”), a company with officers in common, pursuant to which LWTLC agreed to provide legal services to the Company. Pursuant to the retainer agreement, the Company agreed to pay LWTLC a minimum annual retainer of $72,000 (plus applicable taxes and disbursements). The retainer agreement might be terminated by LWTLC on reasonable notice, and by the Company on one year’s notice (or payment of one year’s retainer in lieu of notice). An officer of the Company is a director and shareholder of LWTLC. LWTLC ceased to be a related party on October 9, 2014. During the year ended May 31, 2015, the Company terminated the agreement and paid $73,830 in lieu of notice.

The Company has also entered into change of control agreements with officers of the Company. In the case of termination, the officers are entitled to an amount equal to a multiple (ranging from two times to three times) of the sum of the annual base salary then payable to the officer, the aggregate amount of bonus(es) (if any) paid to the officer within the calendar year immediately preceding the Effective Date of Termination, and an amount equal to the vacation pay which would otherwise be payable for the one year period next following the Effective Date of Termination.