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ACQUISITION

6 Months Ended

May 31, 2020

5.	ACQUISITION

	On May 5, 2020, the Company acquired 100% of the equity interests in Roboro, its exclusive manufacturer in in South Africa in order to reduce its dependence on third parties for production. As a result of this acquisition, the Company now operates directly its sole manufacturer in South Africa.

The acquisition date fair value of the consideration was $557,566, including $500,000 paid in cash. In addition, Roboro’s sellers purchased 1,388,889 shares of the Company’s common stock for $500,000 at a contractual price of $0.36 per share. The fair market value of the common stock of $555,556 was based on the stock’s closing price of $0.40 on May 5, 2020. The difference between the fair market value and the amount paid, was treated as an additional consideration for the acquisition.

The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows:

	ZAR			USD
Property and equipment		6,130,250		$	332,182
Goodwill		5,899,656			319,687
Right-of-use asset		1,004,385			54,425
Loan payable		(2,261,564	)		(122,548	)
Operating lease liability, current		(649,426	)		(35,191	)
Operating lease liability, noncurrent		(354,959	)		(19,234	)
Other net assets		521,258			28,245
Net Assets		10,289,600		$	557,566

	The Company is still in the process of finalizing the working capital adjustments and tax impacts, and therefore, the allocation of the acquisition consideration is subject to change.

	The Company’s accounting policy for goodwill is as follows:

	The Company allocates any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination to goodwill. The Company will test its goodwill balance during the third quarter of each year for impairment or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The Company will assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component.