Annual report pursuant to Section 13 and 15(d)

NOTES PAYABLE

v3.19.2
NOTES PAYABLE
12 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
8.
NOTES PAYABLE
 
(a)
Demand Note payable
 
The Company had an outstanding note payable (“Notes”) of $Nil at March 31, 2019 ($51,479 – March 31, 2018), which was acquired from IMT on April 21, 2016. The Note and interest was repaid during the year ended March 31, 2019.
 
Balance March 31, 2017
 
 
330,600
 
Accrued interest
 
 
8,497
 
Repayment
 
 
(287,618
)
Balance, March 31, 2018
 
$
51,479
 
Accrued interest
 
 
1,496
 
Repayment
 
 
(52,975
)
Balance, March 31, 2019
 
$
-
 
 
Interest expense incurred on the Note totaled $1,496 for the year ended March 31, 2019 (March 31, 2018 - $8,497), which was included in accrued liabilities until it was paid off.
 
(b)
Promissory Notes Payable
 
In February 2014, the Company borrowed $200,000 for an existing investor under the terms of a secured promissory note (“Promissory Note”). The Promissory Note bears interest at a simple interest rate equal to 10% per annum and interest is payable quarterly. Interest expenses incurred on the Promissory Note totaled $Nil for year ended March 31, 2019 (March 31, 2018 - $12,957). The Promissory Note was paid in full during the year ended March 31, 2018.
 
(c)
Short term Loan
 
In December 2017, a company controlled by a Board member made a short-term loan to the Company of $400,000 with interest at 1.5% per month. Interest expenses totaled $Nil for the year ended March 31, 2019 (March 31, 2018 -$3,200). The Company repaid this note with interest of $3,200 during the year ended March 31, 2018.
 
(d)
Convertible Loans Payable
 
(1) In December 2016, several shareholders of the Company agreed to advance the Company $1,500,000 of convertible notes in three tranches: $500,000 upon origination of the convertible loans and $500,000 on each of January 15, 2017 and February 15, 2017. A further $500,000 was advanced in March 2017 to bring the total of these convertible loans to approximately $2,000,000. The convertible loans bore interest at 6% until the original due date of March 31, 2017 and $17,488 was accrued and expensed as interest on these loans for the year ended March 31, 2017.
 
The convertible loans contain the following terms: convertible at the option of the holder at the price of the equity financing or payable on demand upon the completion of an equity financing greater than $5,000,000; automatically convertible at the price of the equity financing upon completion of an equity financing between $3,500,000 and $5,000,000; if no such equity financing is completed by November 15, 2017, then the loans shall become secured by a general security agreement over all assets of the Company; and, upon a change in control would either be payable on demand or convertible at the lesser of a price per share equal to that received by the parties in the change in control transaction or the market price of the shares. These conversion features were analyzed and determined to be contingent conversion features, accordingly, until the triggering event no beneficial conversion feature is recognized.
 
On August 14, 2017, the Company entered into an amendment to these convertible loans, whereby the interest was changed to a fixed rate of 12% per year from April 1, 2017 to August 14, 2017, and 3% per month from August 14, 2017 to maturity, which was extended to the earlier of March 31, 2018 or consummation of a qualified financing. The conversion feature was modified to contain the following terms:
upon the consummation of an equity or equity-linked round of with an aggregate gross proceeds of $7,000,000, without any action on part of the Holder, the outstanding principal, accrued and unpaid interest and premium amount equal to 25% of the principal amount less the accrued and unpaid interest, will be converted into shares of new round stock based upon the lesser of (a) the lowest issuance (or conversion) price of new round stock in case there is more than one tranche of new round stock or (b) $0.25.
 
Further, the Company issued warrants to these debt holders amounting to 20% of the aggregate principal of the convertible loans divided by the exercise price, which would be determined as the lowest of a new round stock in a qualified financing, the average volume weighted average price for the sixty trading days prior to January 31, 2018 or $0.25. The warrants have a term of five years. These amendments were treated as an extinguishment of the original debt; however, there was no gain or loss recognized and the new and amended debts were recognized as shown below.
 
An additional $2,999,975 was received from these shareholders during the year ended March 31, 2018 for a total of $4,999,975. For the year ended March 31, 2018, an additional $1,037,067 of interest was accrued and expensed on these convertible loans.
 
The Company has recognized a discount against the convertible loans for the relative fair value of the warrants and is accreting the discount using the effective interest rate method. The assumptions used in valuing the warrants using the
binomial valuation model
were as follows: exercise price of $0.25, volatility of 114%, risk-free interest rate of 1.91% and a term of
five
years. The Company evaluated the fair value of the warrants attached to the convertible notes as $548,178 and recorded $548,178 of accretion expense in the year ended March 31, 2018.
 
Balance, March 31, 2016
 
$
-
 
Additional principal investment
 
 
2,000,000
 
Accrued Interest
 
 
17,488
 
Balance, March 31, 2017
 
 
2,017,488
 
Additional principal investment
 
 
2,999,975
 
Fair value of warrants
 
 
(548,178
)
Accretion expense
 
 
548,178
 
Accrued Interest
 
 
1,037,067
 
Conversion of principal and interest
 
 
(6,054,530
)
Balance, March 31, 2018 and March 31, 2019
 
$
-
 
 
(2) In May 2017,
the Company’s Chinese joint venture partners loaned the Company $500,000 at an interest rate of 8% convertible into the Company’s common shares upon a capital raise (“Qualified Financing”) where gross proceeds exceed $3,000,000 at the lesser of $0.50 and the quotient of the outstanding balance on the conversion date by the price of the Qualified Financing. Additionally, the holders are entitled to warrants equaling 25% of the number of conversion shares to be issued at conversion.
During the year ended March 31, 2018 $33,556 of interest was accrued and expensed on these convertible loans.
 
Balance, March 31, 2017
 
$
-
 
Additional principal investment
 
 
500,000
 
Accrued Interest
 
 
33,556
 
Conversion of principal and interest
 
 
(533,556
)
Balance, March 31, 2018 and March 31, 2019
 
$
-
 
 
(3)
In December 2017, investors of the Company advanced funds under a new convertible loan offering. These convertible loans bear interest at a fixed rate of 3% per month until the earlier of (a) January 31, 2018 and (b) the consummation of a qualified financing defined as gross proceeds of no less than $7,000,000 and up to $14,000,000 raised in one or more tranches. 
On the maturity date, without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the notes will be converted into shares of new round stock based upon a (15%) discount to the lesser of (i) (A) the VWAP average of the last 30 days ending on the closing of the qualified financing (or, in the event of multiple closings, the lowest VWAP average of the last 30 days ending on each closing of a qualified financing) in the event of a maturity date referred to in clause (b) of the definition thereof, or (B) the VWAP average of the last 30 days before the maturity date in the event of a maturity date referred to in clause (a) of the definition thereof, and (ii) ($0.18)
.
In January 2018, the terms of the new convertible loan offering were amended to extend the maturity date until March 31, 2018 and in March 2018 the terms of the loans were amended to change the definition of qualified financing as gross proceeds of no less than $2,000,000 and up to $14,000,000 raised in one or more tranches.
$3,611,400 was received from these investors during the twelve months ended March 31, 2018 and $201,928 of interest was accrued and expensed on these convertible loans for the twelve months ended March 31, 2018.
 
Balance, March 31, 2017
 
 
-
 
Additional principal investment
 
 
3,611,400
 
Accrued Interest
 
 
201,928
 
Conversion of principal and interest
 
 
(3,813,328
)
Balance, March 31, 2018 and March 31, 2019
 
$
-
 
 
(4)
Conversion of Notes Payable
 
 
 
March 31, 2018
 
 
 
Principal
 
 
Interest
 
 
Premium
 
 
Total

Conversion

Amount
 
 
Beneficial

Conversion

Feature
 
 
Number of

Shares

Converted
 
Convertible Notes Payable (December 2016 to December 2017)
 
$
4,999,975
 
 
$
1,054,555
 
 
$
1,249,994
 
 
$
7,304,523
 
 
$
762,301
 
 
 
779,461
 
Chinese Convertible Loan
 
$
500,000
 
 
$
33,556
 
 
 
-
 
 
$
533,556
 
 
$
76,230
 
 
 
62,629
 
Convertible Notes Payable (December 2017 to March 2018)
 
$
3,611,400
 
 
$
201,928
 
 
 
-
 
 
$
3,813,328
 
 
$
550,598
 
 
 
406,918
 
Total
 
$
9,111,375
 
 
$
1,290,039
 
 
$
1,249,994
 
 
$
11,651,407
 
 
$
1,389,129
 
 
 
1,249,008
 
 
(5)
Between April 1, 2018 and July 20, 2018, the Company received loans totaling $4,708,306 (which is inclusive of $31,673 that was capitalized interest which carried 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 into 683,396 common shares as of July 20, 2018 at a 10% discount to the 30-day volume weighted average price (“VWAP”) of the Company’s stock price.
 
The tables below reflect the fair value and anti-dilution features of the convertible loans, which resulted in accretion expense related to the loans:
 
 
 
At issuance
 
 
At July 20, 2018
 
 
 
Principal
 
 
Conversion feature fair value
 
 
 
 
 
 
 
 
 
 
 
Ending
 
 
 
 
 
 
Conversion
 
 
Anti-dilution
 
 
Fair value of

debt
 
 
Accretion

expense
 
 
Interest
 
 
balance

before

conversion
 
Convertible promissory note
 
$
4,708,306
 
 
$
406,744
 
 
$
1,697,674
 
 
$
2,603,888
 
 
$
2,104,418
 
 
$
24,547
 
 
$
4,732,853
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 March 31, 2019
 
 
 
 
 
$
-
 
 
$
-
 
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6)       Between October 1, 2018 and March 31, 2019, the Company received $4,650,000 in new convertible loans (“New Loans”), which carry an interest rate of 1% per month and of which $1,050,000 came from related parties.
 
The schedules below reflect the accretion expense of $1,162,500 and interest expense of $198,117 being expensed in relation to the New Loans for the year ended March 31, 2019. The loan and accrued interest of $
6,010,617
was converted into 1,247,099 common shares on March 28, 2019 based on a
20
% discount to the 30-day VWAP of the Company’s stock price.
 
 
 
At issuance
 
 
At March 28, 2019
 
 
 
Principal
 
 
Accretion expense
 
 
Interest
 
 
Ending Balance
 
Convertible promissory note
 
$
4,650,000
 
 
$
1,162,500
 
 
$
198,117
 
 
$
6,010,617
 
 
(7)       During the year ended March 31, 2019, the Company received loans totaling $9,326,633 (
March 31, 2018 - $7,111,375) noted in (5) and (6), which carry an interest rate of
1% per month and of which $3,347,928 came from related parties. An accretion expense of $3,266,918 and a fair value adjustment of $337,923 was expensed for the year ended March 31, 2019 (March 31, 2018 - $1,937,308 accretion and $Nil and $Nil fair value adjustment).