Short-term notes

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Short-term notes

12. Short-term notes

The short term notes consist of the following:

Description	Interest Rate			Maturity date	Principal		Accrued Interest		Unamortized debt discount		March 31, 2025 Amount		December 31, 2024 Amount
LXR Biotech		6.0	%	On Demand	$	92,606	$	33,185	$	—	$	125,791	$	124,309
Mirage Realty		18.0	%	May 15, 2025		600,000		13,500		—		613,500		613,500
Third Party		12.0	%	On demand		239,691		19,528		—		259,219		251,899
Revolving line of credit		120.0	%	August 13, 2024		101,000		85,672		—		186,672		162,576
		120.0	%	September 30, 2024		181,000		136,715		—		317,715		258,589
Series R Promissory notes		7.5	%	March 31, 2025		1,155,000		60,104		—		1,215,104		1,164,250
Total notes payable					$	2,369,297	$	348,704	$	—	$	2,718,001	$	2,575,123

LXR Biotech

On April 12, 2019, the Company, entered into a secured promissory note in the aggregate principal amount of CDN$133,130. The Note had a maturity date of April 11, 2020 and bears interest at the rate of six percent per annum from the date on which the Note was issued.

This note has not been repaid, is in default and remains outstanding.

Mirage Realty, LLC

On May 15, 2024, the Company, entered into a senior secured promissory note in the aggregate principal amount of $600,000. The note earns interest at 6% per annum for the first two months and 9% per annum for the following two months and 18% for the next two months. The note matured on November 15, 2024.

On October 29, 2024, the maturity date of the note was extended to January 2025 with interest accruing thereon at 18% per annum. On February 13, 2025, we received a further extension on this note to May 15, 2025 with interest thereon remaining at 18% per annum. The Company is negotiating with the note holder and continues to accrue interest at 18% per annum.

Third party note

On April 12, 2019, Eileen Greene, a related party, assigned CDN$1,000,000 of the amount owed by the Company to her, to a third party. The loan bears interest at 12% per annum which the Company agreed to pay.

Revolving line of credit

On February 1, 2024 Ethema Health Corporation, American Treatment Holdings Inc, and Evernia Health Center LLC entered into a secured revolving line of credit agreement (“Agreement”) with Testing 123, LLC. The draw under the Agreement is limited to a maximum of 80% of the Receivables balance as provided to the Lender, subject to the maximum borrowing under the Term Loan Agreement of $1,000,000. The interest on the term loan is 5% per month and the default interest rate is 10% per month. The revolving credit line is valid for a period of two years and each draw will have a maturity date that is two months from the draw date, with an origination fee of $1,000 per draw. Each loan may be prepaid at any time without penalty. The Company will pay a commitment fee of $40,000 to the borrower in common shares on the completion of a public offering, unless no such offering takes place within a year, whereby the outstanding principal will be increased by $40,000. The revolving credit line is secured by all assets, tangible and intangible of the Company and its direct and indirect subsidiaries, American Treatment Holdings, Inc. and Evernia Health Center, LLC.

Series R senior secured promissory notes

Between April 15, 2024 and May 10, 2024, the Company entered into securities purchase agreements with accredited investors whereby the Company issued 6 senior secured promissory notes with an aggregate issue price of $660,000 for gross proceeds of $600,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes mature on March 31, 2025 and have not been repaid as yet, the Company is negotiating with the noteholders on extension and settlement options.

Between May 2, 2024 and May 10, 2024, the Company entered into exchange agreements with three investors, whereby the investors exchanged three series N notes with a principal amount outstanding of $450,000 for senior secured Series R promissory notes with an aggregate issue price of $495,000. The promissory notes bear interest at 7.5% per annum, interest is payable quarterly at an increasing rate of 3%, 6%, 9% and 12% of the principal outstanding. The notes matured on March 31, 2025 and are currently being re-negotiated with the note holders.