XML 82 R18.htm IDEA: XBRL DOCUMENT v3.20.1
Related Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions [Text Block]

12. Related Party Transactions

During the year, the Company incurred $135,666 ($180,000 CAD) (2018-$138,978; $180,000 CAD) in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director, chairman and president of the Company (the "President"); $101,750 ($135,000 CAD) (2018-$138,978; $180,000 CAD) in management fees expense with Landfill Gas Canada Ltd. ("LFGC"), an Ontario company controlled by a former director and chief executive officer of the Company (the "Former CEO"); $54,266 ($72,000 CAD) (2018-$50,959; $66,000 CAD) in management fees expense with the Company's chief financial officer (the "CFO"); and $nil  ($nil CAD) (2018-$9,265; $12,000 CAD) in management fees expense with the Company's vice-president of corporate development (the "VPCD"). As at December 31, 2019, unpaid remuneration and unpaid expenses in the amount of $324,303 ($421,227 CAD) (2018-$48,691; $66,426 CAD) is included in accounts payable and $12,318 ($16,000 CAD) (2018-$184,714; $251,997 CAD) is included in accrued liabilities.

On September 25, 2019, the Former CEO resigned as a director and ceased providing his services as CEO.

In addition, during the year, the Company incurred interest expense of $4,504 ($5,975 CAD) (2018-$14,094; $18,254 CAD) on the outstanding loans from Travellers and $3,717 ($4,932 CAD) (2018-$4,772; $6,510 CAD) on the outstanding loans from the directors. As at December 31, 2019, interest of $ nil ($ nil CAD) (December 31, 2018-$17,882; $24,395 CAD) on these loans is included in accrued liabilities.

During the year, the Company incurred $67,568 ($89,649 CAD) (2018-$66,068; $85,569 CAD) in rent paid under a rental agreement to Haute Inc. ("Haute"), an Ontario company controlled by the President.

During the year, the Company sold $nil ($nil CAD) (2018-$15,515; $20,095 CAD) of compost product to LFGC.

For those independent directors providing their services throughout the year, the Company accrued directors' compensation totaling $3,650, based on the subsequent issuance of 20,000 common shares of the Company to each of the five directors that are expected to be issued subsequent to December 31, 2019. This compensation was priced based on the trading price of the shares at the close of business on December 31, 2019 and will be recorded when issued based on the trading price of the shares immediately before issuance. Also included in directors’ compensation are the audit committee chairman’s fees, in the amount of $3,015 ($4,000 CAD) (2018-$3,088; $4,000 CAD). During the year, the Company issued 20,000 common shares to each of those four directors who provided services in the prior year, in the amount of $39,200 based on the trading price of the shares on the day prior to issuance.  These services were accrued in the prior year based on the trading day price of the shares at the close of business on December 31, 2018, in total $52,000.  Also, in the prior year, the Company issued 20,000 common shares to a new director as an incentive to join the Board, determined to be valued at $20,000, based on private placement pricing at the time.  As at December 31, 2019, outstanding directors’ compensation of $3,480 ($4,520 CAD) (2018-$nil; $nil CAD) is included in accounts payable and $3,650 (2018-$52,000) is included in accrued liabilities.

Furthermore, the Company granted the Former CEO 3,000,000 restricted stock units ("RSU"), under a consulting agreement effective January 1, 2017, determined to be valued at $990,000 based on private placement pricing at the time. On each of February 25, 2018 and April 2, 2019, 1,000,000 RSUs were exchanged into 1,000,000 common shares of the Company. The RSUs for the remaining installment which were expected to vest on January 1, 2020, subject to meeting certain performance objectives, have been forfeited by the Former CEO on his resignation. On May 17, 2018, at a meeting of the board of directors (the "Board"), approved an amendment to the President's consulting agreement, to include the granting of 3,000,000 RSUs to the President, determined to be valued at $3,000,000, based on private placement pricing at the time, on the same terms and conditions as those granted to the Former CEO. Immediately thereafter, 1,000,000 of the President's RSUs were exchanged into 1,000,000 common shares of the Company. On January 8, 2019, 1,000,000 of the President's RSUs were exchanged into 1,000,000 common shares of the Company. Based on private placement pricing at the time, the common stock issued to the President on each exchange of the RSUs, was determined to be valued at $1,000,000. The RSUs for the remaining installment vested on January 1, 2020, after having met certain performance objectives, were issued on January 10, 2020.  For the year ended December 31, 2019, the Company recognized management compensation expense of $1,000,000 to the President (2018-$2,330,000 to the President and Former CEO).