XML 23 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
5. Convertible Promissory Notes
12 Months Ended
Mar. 31, 2018
Notes  
5. Convertible Promissory Notes

5. CONVERTIBLE PROMISSORY NOTES

 

Prior to April 1, 2016, pursuant to a term sheet offering of up to $2,000,000, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The notes had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the Common Share price exceeded the conversion price for at least 20 consecutive trading days. At the closing of the Notes, the Company issued cash (7%) and warrants (7% of the number of Common Shares into which the Notes may be converted) to a broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants had a term of 24 months and a similar reset provision based on future financings.

 

Pursuant to the conversion provisions, in August 2016, the Company converted the promissory notes, in the aggregate face value of $1,368,978, into 912,652 shares of common shares as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see note 6) and the balance to the carrying value of the notes.

 

 

 $

Accreted value of convertible promissory notes as at December 31, 2015

           783,778 

Face value of convertible promissory notes issued during March 2016

           175,000 

Discount recognized at issuance due to embedded derivatives

           (74,855)

Accretion expense for three months March 31, 2016

             73,572 

Accreted value of convertible promissory notes as at March 31, 2016

           957,495 

Accretion expense - including loss on conversion of $88,530

           411,483 

Conversion of the notes transferred to equity

     (1,368,978)

Accreted value of convertible promissory notes as at March 31, 2018 and 2017

                        - 

 

In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes.  Up to March 31, 2017, the Company issued, to various investors, a new series of convertible notes (“Bridge Notes”) in the aggregate face value of $2,455,000 (December 31, 2016 – $2,230,000). The Bridge Notes have a maturity date of 12 months and carry an annual interest rate of 10%. The Bridge Notes principal and all outstanding accrued interest may be converted into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert into units/securities upon the consummation of a qualified financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the Forced Conversion date multiplied by 1.20 by (y) the actual price per unit/security in the qualified financing. Upon the maturity date of the notes, the Company also has an obligation to issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a qualified financing, the number of shares issued upon conversion of the note and (ii) in all other cases, the number of shares of the Company's common stock equal to the quotient obtained by dividing the outstanding balance by 2.00.

 

In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017:

 

  As at March 31, 2017

 $

Face value of Bridge Notes issued

       2,455,000 

Day one derivative loss recognized during the year

            35,249 

Discount recognized at issuance due to embedded derivatives

     (1,389,256)

Cash financing costs

        (174,800)

Accretion expense

          630,797 

Accreted value of Bridge Notes

       1,556,990 

 

On May 31, 2017, all Bridge Notes, having a face value of $2,436,406, were converted into Units of a private placement offering of the Company’s common stock:

 

 

$

Accreted value of Bridge Note as of March 31, 2017

   1,556,990 

Accretion expense

   879,416 

Conversion of Bridge Notes transferred to equity (Note 7, c)

   (2,436,406)

Face value of Bridge Notes as of March 31, 2018

- 

 

The embedded conversion features and reset feature in the notes and broker warrants were initially accounted for as a derivative liability based on FASB guidance that was current at that time (see Note 6).

 

General and administrative expenses include interest expense on the above notes of $41,029 and $162,542 for the year ended March 31, 2018 and 2017, respectively.