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Related Party Transactions and Balances
 3 Months Ended
Mar. 31, 2025
Related Party Transactions and Balances [Abstract]  
RELATED PARTY TRANSACTIONS AND BALANCES

NOTE 13 – RELATED PARTY TRANSACTIONS AND BALANCES

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of its Board of Directors.

 

In September 2018, the Company signed a management agreement with CMI Cornerstone Management Corp. (“CMI”), a company controlled by Ken Cawkell, former CEO and a director of the Company, which requires monthly payments of $15,000. In June 2019, the Company amended the agreement to increase the monthly fees to $18,000. Included in the agreement is a provision for a termination payment equal to the greater of (i) $432,000 less any fees previously paid under the agreement between June 1, 2019, and the date of termination or (ii) $54,000. On September 1, 2022, the Company amended the agreement to decrease the monthly fees to $9,000. On April 30, 2023, the Company amended the agreement to an hourly fee of $400 for services rendered. The amendment included a payment of $54,000 for the termination fee.

In February 2021, the Company signed a consulting agreement with Michael McFadden, CEO of the Company, requiring an annual base compensation of $500,000. A new employment agreement was signed in March 2022 which included in the agreement is a provision for termination payment without just cause of:

 

  a) Severance payments for a period of twelve months with the following terms:

 

  i) Months 1 through 6: 100% of annual base salary;

 

  ii) Months 7 through 9: 50% of annual base salary; and

 

  iii) Months 10 through 12: 25% of annual base salary.

 

  b) Bonus severance equal to the average of bonuses paid of the two most recent full fiscal years prior to termination plus the bonus that would have been paid in the fiscal year of termination.

 

Also included in the agreement is a provision for termination payment due to a change of control, the CEO will receive:

 

  a) a cash payment equal to the annual base salary;

 

  b) a full bonus payable in cash immediately, irrespective of whether targets have been met; and

 

  c) continuation of healthcare benefits for twelve months from date of change of control event.

 

In April 2022, Mr. McFadden was granted the ability to earn up to 327,830 bonus rights of which 65,566 bonus rights had been earned as of March 31, 2025 (Note 10). The value of these bonus rights was determined to be $82,819 and $74,587 as of March 31, 2025, and December 31, 2024, respectively, and is included in other liabilities.

 

In May 2021, the Company hired Lauren D’Angelo as the Company’s Chief Commercial Officer. In 2023 Ms. D’Angelo was promoted to Chief Operating Officer of the Company. The employment agreement signed in May 2021 with Ms. D’Angelo requires an annual base compensation currently at $420,000 and includes a provision for a termination payment due to a change of control as follows:

 

  a) a cash payment equal to the annual base salary;

 

  b) a full bonus payable in cash immediately, irrespective of whether targets have been met; and

 

  c) continuation of healthcare benefits for twelve months from date of change of control event.

 

In May 2022, Ms. D’Angelo was granted the ability to earn up to 42,618 bonus rights of which 29,505 bonus rights had been earned as of March 31, 2025 (Note 10). The value of these bonus rights was determined to be $31,177 and $28,196 as of March 31, 2025, and December 31, 2024, respectively, and is included in other liabilities.

 

In April 2022, the Company signed an employment agreement with Donald Kalkofen, the Chief Financial Officer (“CFO”) of the Company, requiring an annual base compensation of $420,000. Included in the agreement is a provision for termination payment due to a change of control, which if occurs, the CFO will receive:

 

  a) a cash payment equal to the annual base salary;

 

  b) a cash bonus equal to 50% of the annual base salary; and

 

  c) continuation of healthcare benefits for twelve months from date of change of control event.

On October 1, 2024, Donald Kalkofen resigned as the Chief Financial Officer of the Company.

 

As of March 31, 2025, and December 31, 2024, $248,614 and $799,941, respectively, is owing to directors and officers of the Company and has been included in accounts payable and accrued liabilities. These balances are in relation to fees and management compensation and are non-interest bearing, unsecured and due on demand.

 

As of March 31, 2025, and December 31, 2024, the Company owed NLS $nil and $911,463 respectively. During the three months ended March 31, 2025 and 2024, the Company recorded interest expense and amortization of the premium, included in accretion expense, of $4,894 and $16,612, respectively (Note 8).

 

As of December 31, 2024, the Company had advanced Alpha Seven $55,000 and accrued interest of $1,645 (Note 5). As of December 31, 2024, the Company set up a full provision for loan losses on the outstanding loan balance and reversed the accrued interest.

 

Summary of key management personnel compensation:

 

   For the Three Months
Ended		 
  

March 31,

2025

  

March 31,

2024

 
Management fees and salaries in research and development  $19,528   $171,057 
Management fees and salaries in selling, general and administrative expenses   571,662    325,463 
Share-based compensation in research and development   32,675    85,090 
Share-based compensation in selling, general and administrative expenses   1,139,024    260,240 
Total related party transactions  $1,762,889   $841,850