SUBSEQUENT EVENTS	9 Months Ended
Aug. 31, 2021
SUBSEQUENT EVENTS
NOTE 5 - SUBSEQUENT EVENTS	NOTE 5 – SUBSEQUENT EVENTS Plan of Arrangement On September 1, 2021, Instadose Pharma Corp., a Nevada corporation (the “Company”), entered into a plan of arrangement (the “Agreement”) with Instadose Pharma Corp., a corporation organized under the laws of Canada (“Instadose”). Upon the satisfaction of the conditions set forth in the Agreement, the Company will acquire all of the issued and outstanding shares of common stock (the “Shares”) of Instadose. The consideration to be paid for each Share shall be 1.34 shares of common stock of the Company. Instadose is building a large-scale commercial outdoor growing, cultivation, production, and global distribution platform (the “Global Distribution Platform”) for medicinal cannabis and cannabinoid oil. Utilizing the Global Distribution Platform, Instadose will be seeking to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies with large, sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an active pharmaceutical ingredient. Instadose’s Global Distribution Platform spans five (5) world continents to date, including Africa, Europe, Asia, South America, and North America (each, a “Continent”). Within each Continent, Instadose is establishing operational subsidiaries and joint venture partnerships to secure access to government-issued licenses and permits in countries such as The Democratic Republic of the Congo, the Republic of North Macedonia, the Portuguese Republic, the Republic of India, Colombia, Mexico, and Canada, each seeking to increase their level of participation within the global Medicinal Cannabis industry. Upon consummation of the transaction, the Company will no longer be considered a “shell” company. Based on information provided to the Company, at the closing the Company will have to issue an aggregate of 463,754,949 shares of common stock of the Company to the Instadose shareholders. Upon the completion of the transaction contemplated by the Agreement, the Board of Directors of the Company shall include three directors identified by Instadose and two directors identified by the Company. Subject to requisite approvals and applicable law, the Board of Directors of the Company shall consist of Grant F. Sanders, Alex Wylie, Lt. General (ret’d) the Honourable Andrew Leslie, Ann Barnes, and Peter Wirth. The management team of the Company after closing will consist of (i) Grant F. Sanders, Chairman of the Board; (ii) Lawrence M. Acton, Chief Operating Officer; (iii) Loren S. Greenspoon, Chief Strategy Officer and Canadian Legal Counsel; (iv) Alex Wylie, Chief Financial Officer; (v) Terry Wilshire, Chief Risk Officer; (vi) Andres Victoria, VP, Latin America Operations; (vii) Andrew Baukham, VP, Global Logistics; and (viii) Gareth Wiggan, Manager of African Operations. Shareholders of Instadose who properly dissent to the transaction at least two days prior to the shareholders meeting shall be entitled to receive the fair value of their shares from the Company. The Agreement can be terminated by either party if (i) the closing does not occur on or before December 31, 2021, (ii) the shareholders of Instadose do not approve the transaction with the Company or (iii) if the Agreement is deemed illegal. The Company may terminate the Agreement if Instadose is in breach of the terms of the Agreement or any event occurs such that Instadose will be unable to fulfill its obligations under the Agreement by December 31, 2021. Instadose may terminate the Agreement if the Company is in breach of the terms of the Agreement, if Instadose receives a superior offer, or if any event occurs such that the Company will be unable to fulfill its obligations under the Agreement by December 31, 2021. The Special Committee of the Board of Directors of Instadose received a fairness opinion from IJW & Co., Ltd., its financial advisor, that the consideration to be received by the shareholders of Instadose pursuant to the Arrangement is fair from a financial point of view to said shareholders. The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Plan of Arrangement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Please refer to the 8-K filed by Company with SEC on September 22, 2021. Share Issuance Subsequent to the period the Company agreed to sell an additional 200 shares of the Company’s common stock at $1.00 per share to 2 shareholders. The $1,200 in cash was received for all 10 shareholders during the period and 2 shareholders from subsequent period and all 1,200 shares were issued subsequent to the period.

SUBSEQUENT EVENTS

9 Months Ended

Aug. 31, 2021

NOTE 5 – SUBSEQUENT EVENTS

Plan of Arrangement

On September 1, 2021, Instadose Pharma Corp., a Nevada corporation (the “Company”), entered into a plan of arrangement (the “Agreement”) with Instadose Pharma Corp., a corporation organized under the laws of Canada (“Instadose”). Upon the satisfaction of the conditions set forth in the Agreement, the Company will acquire all of the issued and outstanding shares of

common stock (the “Shares”) of Instadose. The consideration to be paid for each Share shall be 1.34 shares of common stock of the Company.

Instadose is building a large-scale commercial outdoor growing, cultivation, production, and global distribution platform (the “Global Distribution Platform”) for medicinal cannabis and cannabinoid oil. Utilizing the Global Distribution Platform, Instadose will be seeking to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies with large, sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an active pharmaceutical ingredient.

Instadose’s Global Distribution Platform spans five (5) world continents to date, including Africa, Europe, Asia, South America, and North America (each, a “Continent”). Within each Continent, Instadose is establishing operational subsidiaries and joint venture partnerships to secure access to government-issued licenses and permits in countries such as The Democratic Republic of the Congo, the Republic of North Macedonia, the Portuguese Republic, the Republic of India, Colombia, Mexico, and Canada, each seeking to increase their level of participation within the global Medicinal Cannabis industry.

Upon consummation of the transaction, the Company will no longer be considered a “shell” company.

Based on information provided to the Company, at the closing the Company will have to issue an aggregate of 463,754,949 shares of common stock of the Company to the Instadose shareholders.

Upon the completion of the transaction contemplated by the Agreement, the Board of Directors of the Company shall include three directors identified by Instadose and two directors identified by the Company. Subject to requisite approvals and applicable law, the Board of Directors of the Company shall consist of Grant F. Sanders, Alex Wylie, Lt. General (ret’d) the Honourable Andrew Leslie, Ann Barnes, and Peter Wirth. The management team of the Company after closing will consist of (i) Grant F. Sanders, Chairman of the Board; (ii) Lawrence M. Acton, Chief Operating Officer; (iii) Loren S. Greenspoon, Chief Strategy Officer and Canadian Legal Counsel; (iv) Alex Wylie, Chief Financial Officer; (v) Terry Wilshire, Chief Risk Officer; (vi) Andres Victoria, VP, Latin America Operations; (vii) Andrew Baukham, VP, Global Logistics; and (viii) Gareth Wiggan, Manager of African Operations.

Shareholders of Instadose who properly dissent to the transaction at least two days prior to the shareholders meeting shall be entitled to receive the fair value of their shares from the Company.

The Agreement can be terminated by either party if (i) the closing does not occur on or before December 31, 2021, (ii) the shareholders of Instadose do not approve the transaction with the Company or (iii) if the Agreement is deemed illegal. The Company may terminate the Agreement if Instadose is in breach of the terms of the Agreement or any event occurs such that Instadose will be unable to fulfill its obligations under the Agreement by December 31, 2021. Instadose may terminate the Agreement if the Company is in breach of the terms of the Agreement, if Instadose receives a superior offer, or if any event occurs such that the Company will be unable to fulfill its obligations under the Agreement by December 31, 2021.

The Special Committee of the Board of Directors of Instadose received a fairness opinion from IJW & Co., Ltd., its financial advisor, that the consideration to be received by the shareholders of Instadose pursuant to the Arrangement is fair from a financial point of view to said shareholders.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Plan of Arrangement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Please refer to the 8-K filed by Company with SEC on September 22, 2021.

Share Issuance

Subsequent to the period the Company agreed to sell an additional 200 shares of the Company’s common stock at $1.00 per share to 2 shareholders. The $1,200 in cash was received for all 10 shareholders during the period and 2 shareholders from subsequent period and all 1,200 shares were issued subsequent to the period.