| Capital stock |
6. Capital
stock
a)
Authorized share capital
10,000,000,000
shares of common stock with a par value of $0.001 per share.
500,000,000
shares of preferred stock with a par value of $0.001 per share.
b)
Issued share capital
During
the year ended December 31, 2021:
| i. | On
January 4, 2021, 1,000 shares of common stock were cancelled by a shareholder; no consideration
was exchanged. |
| ii. | On
April 12, 2021, the Company elected to extend the initial 90-day period (April 22, 2021)
by an additional 100-day period related to the closing of the rights offering. The Company
had until July 31, 2021 to sell the remaining 113,025,592 shares of common stock. The
Company further extended the offering period to October 29, 2021. The Company filed a post-effective
amendment to further extend the rights offering from October 29, 2021 to March 15, 2022.
On such case-by-case basis, the Company will allow for the exercise of any such shareholders
until April 1, 2022. |
| iii. | The
Company collected subscriptions of $1,124,832 pursuant to its registration statement and
issued a total of 26,496,635 shares of common stock for gross proceeds of $1,324,832; $200,000
of the proceeds had been collected during the year ended December 31, 2020 and recognized
as obligation to issue shares. |
| iv. | The
Company received proceeds of $12,000 pursuant to the exercise of options to acquire 800,000
shares of common stock at a price of $0.015 per share. |
| v. | The
Company entered into two shares for debt agreements with two creditors to issue an aggregate
4,400,000 shares of common stock at a fair value of $0.057 per share for a purchase price
of $250,800 in exchange for the retirement of $217,186 of liabilities comprised of: |
| · | Accounts payable |
$ |
194,186 |
|
| · | Promissory notes – Principal |
$ |
20,000 |
|
| · | Line of credit – Accrued interest |
$ |
3,000 |
|
The Company recognized loss on debt settlement
of $33,614. The Company also issued commitment letters to two creditors offering them an aggregate 20,000,000 shares of common stock in
exchange for the extinguishment of $1,511,377 in promissory notes and interest payable prior to December 31, 2021 (notes 8 and
14). These offer letters expired on December 31, 2021 without the parties executing any settlements. On March 18, 2022, the Company extended
the offer letters from December 31, 2021 to December 31, 2022 for the settlement of $1,541,000 in promissory notes and interest payable.
During
the year ended December 31, 2020:
| i. | On
February 11, 2020, the Company issued 2,000,000 restricted shares of common stock at a price
of $0.04 per share with a value of $80,000 in exchange for the retirement of $60,000 of accounts
payable and $20,000 for the provision of services. |
| ii. | On
August 24, 2020, the Company issued 242,800 restricted shares of common stock at a price
of $0.05 per share for proceeds of $12,140. |
| iii. | On
September 21, 2020, the Company entered into two shares for debt agreements with the Chairman
and his spouse to issue an aggregate 240,000,000 restricted shares of common stock at a price
of $0.05 per share for a purchase price of $12,000,000 in exchange for the retirement of
$12,000,000 of liabilities comprised of: |
| · | Promissory notes – Accrued interest |
$ |
2,318,542 |
|
| · | Line
of credit – Accrued interest |
$ |
8,642,491 |
|
| · | Line of credit – Principal |
$ |
1,038,967 |
|
| iv. | On
December 4, 2020, the Company filed a Form S-1 Registration Statement to distribute subscription
rights to purchase up to an aggregate 127,522,227 shares of common stock at a price of $0.05
per share for maximum aggregate offering proceeds of $6,376,111. The Company collected subscriptions
of $200,000 related to management’s right to allocate unsubscribed shares of common
stock. |
|