XML 44 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

24. Subsequent Events

The Company's management has evaluated subsequent events up to the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events:

(a) On January 3, 2022, the Company issued 1,000,000 common shares to the CEO and on February 7, 2022, 50,000 common shares to the CFO, in connection with their consulting agreements, effective January 1, 2022.

(b) On January 4, 2022, the April 2021 Investor requested a conversion of their April 2021 Investor Note, in exchange for 2,000,000 common shares of the Company. This represented a full settlement of the outstanding balance, including accrued and unpaid interest on the April 2021 Investor Note. The common shares were issued on January 17, 2022.

(c) On January 13, 2022, the Company filed a form S-1 registration statement under the securities act of 1933.

(d) On February 1, 2022, the Company signed an agreement for consulting services for a period of six months. As compensation for the services to be provided by the consultant, the Company issued 300,000 common shares on February 7, 2022, included below under paragraph (e).

(e) Subsequent to the year-end, the Company issued a total of 1,125,000 common shares to five consultants for various services, as follows: on January 17, 2022-180,000 common shares; on February 7, 2022-300,000 common shares; and on March 22, 2022 a total of 645,000 common shares to three consultants.  And, on February 7, 2022, 10,000 common shares to an employee. 

(f) On March 3, 2022, the Company executed two unsecured convertible promissory notes with two investors (the "March 2022 Investors"), who purchased 25% original issue discount (the "OID") unsecured convertible promissory notes (the "The March 2022 Investor Notes") in the aggregate principal amount totaling $2,000,000 (the "Principal Amount") with such Principal Amount convertible into shares of the Company's common stock (the "Common Stock") from time to time triggered by the occurrence of certain events. The Notes carried an OID totaling $500,000 which is included in the principal balance of the Notes. The funds were received on March 7, 2022 and March 11, 2022.

    The maturity date of the Notes is the earlier of (i) June 3, 2022, and (ii) the occurrence of a Liquidity Event (as defined in the Notes) (the "Maturity Date"). The final payment of the Principal Amount (and default interest, if any) shall be paid by the Company to the Investors on the Maturity Date. On an event of default, the principal amount of the March 2020 Investor Notes will increase to 120% of their original principal amounts. The Investors are entitled to, following an event of default, (as defined in the March 2022 Investor Notes) to convert all or any amount of the Principal Amount and any interest accruing at the default rate of 24% into Common Stock, at a conversion price (the "Conversion Price") equal to the lesser of 70% (representing a 30% discount) multiplied by the price per share of the Common Stock at any national security exchange or over-the-counter marketplace for the five (5) trading days immediately prior to the March 2022 Investors’ notice of conversion.

  

(g)  On March 8, 2022, the Company made a deposit of $157,018 (C$200,000), after entering into a non-binding letter agreement to acquire a soil media, plant nutrients and amendments producer approved for organic use and specifically formulated for producing high-quality fruit and flowering crops, for an aggregate purchase price of $15,701,885 (C$20,000,000), consisting of cash and common shares of the Company.

(h) On March 21, 2022, the Company signed a consulting agreement with a company for general business development and advisory and financial advisory services for a term of one month and a fee of $100,000 and the issuance of 500,000 common shares. The Company issued 500,000 common shares to the consultant, included above under paragraph (e).

(i) On April 12, 2022, the Company issued 40,000 common shares, priced at $0.45 per share, on a private placement for proceeds of $16,373, net of share issue costs of $1,627.