Quarterly report pursuant to Section 13 or 15(d)

NOTES PAYABLE

v3.10.0.1
NOTES PAYABLE
9 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
8.
NOTES PAYABLE
 
Demand Notes payable
 
The Company had outstanding notes payable (“Notes”) of $Nil at December 31, 2018 ($51,479 – March 31, 2018) which was acquired when the Company bought IMT on April 21, 2016. The Notes and interest were repaid during the fiscal quarter ended June 30, 2018.
 
Balance, March 31, 2018
 
$
51,479
 
Accrued interest
 
 
1,496
 
Repayment
 
 
(52,975
)
Balance, December 31, 2018
 
$
-
 
 
Interest expense incurred on the Notes totaled $1,496 for the three and nine month periods ended December 31, 2018 (December 31, 2017 – $2,309 and $7,018), which was included in accrued liabilities until it was paid off.
 
Convertible Loans Payable
 
(a)            On each of April 1, 2018 and July 20, 2018, the Company received loans totaling $4,708,306 (collectively, the “July 20, 2018 loans” which is inclusive of $31,673 that was capitalized interest) which carry an interest rate of 1% per month and of which $2,297,928 came from related parties. $4,732,853 of the loans and accrued and unpaid interest thereon were converted as of July 20, 2018 at a 10% discount to the 30 day volume weighted average price (“VWAP”) of the Company’s stock price.
 
In the event the Company consummates a firm commitment or underwritten offering of its common stock by March 27, 2019, and the price per share thereof (the “
Offering Price
”) is less than the original conversion price on July 20, 2018, then in such event the Company shall issue to all convertible loan holder at July 20, 2018, at no further cost, additional shares of common stock equal to the number of conversion shares the shareholders that they would have received upon conversion if the conversion price equaled the Offering Price, less the number of shares of conversion shares actually issued on July 20, 2018.
 
The tables below reflect the fair value and anti-dilution features of the convertible loans, which resulted in accretion expense related to the July 20, 2018 loans for the three and six months ended September 30, 2018 of $1,970,167 and $2,104,418, respectively, and a fair value adjustment of $382,010 and $337,923, respectively, being expensed for the three and six month periods ended September 30, 2018.
 
 
 
 
 
 
At issuance
 
 
 
 
 
At July 20, 2018
 
 
 
 
 
 
Conversion feature fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal
 
 
Beneficial

conversion
 
 
Anti-dilution
 
 
Fair value of

debt
 
 
Accretion

expense
 
 
Interest
 
 
Ending

balance
 
Convertible promissory note
 
$
4,708,306
 
 
$
406,744
 
 
$
1,697,674
 
 
$
2,603,888
 
 
$
2,104,418
 
 
$
24,547
 
 
$
4,732,853
 
 
 
 
Beneficial

conversion
 
 
Anti-dilution
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion feature fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At Issuance
 
$
406,744
 
 
$
1,697,674
 
 
$
2,104,418
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value adjustment
 
$
(406,744
)
 
$
68,821
 
 
$
(337,923
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance allocated to equity on conversion
 
$
-
 
 
$
(1,766,495
)
 
$
(1,766,495
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at June 30, 2018
 
$
-
 
 
$
-
 
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(b)            During the period between October 1, 2018 and December 31, 2018, the Company received $3,150,000 in new convertible loans (“New Loans”) subsequent to the loans converted July 20, 2018, which carry an interest rate of 1% per month and of which $300,000 came from related parties. The loans and interest are convertible at a 20% discount on the earlier of (i) March 28, 2019 and (ii) the consummation of an equity or equity-linked round of financing of the Company with gross proceeds of no less than $2,000,000.
 
The schedules below reflect the balance of the New Loans, which resulted in accretion expense of $316,642 being expensed for the three months ended December 31, 2018.
 
 
 
At issuance
 
 
At December 31, 2018
 
 
 
Principal
 
 
Accretion expense
 
 
Interest
 
 
Loan Balance
 
Convertible promissory note
 
$
3,150,000
 
 
$
316,642
 
 
$
72,217
 
 
$
3,538,859
 
 
(c)            During the nine month period ended December 31, 2018, the Company received loans totaling $7,858,306 (which is inclusive of $31,673 that was capitalized interest) which carry an interest rate of 1% per month and of which $2,597,928 came from related parties. An accretion expense of $316,642 and $2,421,060, respectively, and a fair value adjustment of $Nil and $337,923, respectively, was expensed for the three and nine month periods ended December 31, 2018 (December 31, 2017 - $216,302 and $290,375 accretion for the three and nine month periods and $Nil and $Nil fair value adjustment).