PROMISSORY NOTES | 5. PROMISSORY NOTES: January 31, 2019 $ April 30, 2018 $ Third promissory notes 20,866,993 18,053,412 Fourth promissory notes - 187,443 Fifth promissory notes 1,516,809 - Total promissory notes 22,383,802 18,240,855 Current 22,383,802 18,240,855 Non-current - - Third Promissory Notes On June 1, 2016, October 25, 2017, January 19, 2018 and March 30, 2018, the Company entered into agreements with a company controlled by a director of the Company (the “Lender”) pursuant to which up to an additional $4,045,000 will be advanced to the Company in tranches (the “Third Promissory Notes”). In addition, the First Promissory Notes and the Second Promissory Notes were amended and combined with the Third Promissory Notes with a modified maturity date of March 31, 2019. As at April 30, 2018, the Company had received $3,640,000 in advances pursuant to the Third Promissory Notes. During the nine months ended January 31, 2019, the Company received the final $405,000 in advances. Certain conditions may result in early repayment including immediate repayment in the event a person currently not related to the Company acquires more than 40% of the outstanding common shares of the Company. Debt issuance costs will be amortized over the estimated maturity life of the promissory notes. The Third Promissory Notes bear interest at the rate of 12% per annum and during the nine months ended January 31, 2019, the Company recorded interest of $1,798,172 (2017 - $1,448,167), of which $146,379 was capitalized to mineral property interest and $1,651,793 was expensed. Interest is payable semi-annually as calculated on May 31 st th The Company and the Lender agreed that the Lender is to receive bonus shares equal to 7.5% of each loan tranche advanced under the Third Promissory Notes divided by the Company’s common share market price. In addition, the Company will issue the Lender an equal number of share purchase warrants for each loan tranche advanced. Each bonus share purchase warrant will entitle the Lender to purchase one common share of the Company at a price equal to the greater of (a) the market price of the Company’s common shares on the date of the advance and (b) the volume weighted average price of the Company’s common shares over the twenty trading days immediately prior to the date of the advance. The bonus share purchase warrants expire on the earlier of (a) December 31, 2018 and (b) the date the advance has been repaid in full, including interest. During the nine months ended January 31, 2019, the Company issued 361,657 bonus shares to the Lender at the fair value of $81,000, based on their quoted market price at the date the advances were receiving, including 221,673 shares having a fair value of $50,625 that the Company had committed to issue as at April 30, 2018. The fair value of the bonus shares was determined by reference to the trading price of the Company’s common shares on the date the advances were received. The fair value of 139,984 bonus share purchase warrants committed to be issued (based on advances received during the period) during the nine months ended January 31, 2019 of $1,602 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: stock price – CAD$0.239; exercise price – CAD$0.290; expected risk-free interest rate – 0.73%; expected life – 0.57 years; expected volatility – 43% and expected dividend rate – 0%. The aggregate finance fees (bonus shares and bonus warrants) are recorded against the promissory notes balance and are being amortized to the Statement of Loss over the life of the promissory notes using the effective interest method. The accretion expense in respect of the debt discount recorded on the issuance of bonus shares and warrants totalled $186,273 for the nine months ended January 31, 2019 (2018 - $398,583). The unamortized debt discount as at January 31, 2019 is $41,695 (April 30, 2018 $195,991). Fourth Promissory Notes On March 13, 2017, the Company entered into a loan agreement with an arm’s-length lender pursuant to which CAD$250,000 ($186,846) was advanced to the Company (the “Fourth Promissory Notes”). The loan bore interest at a rate of 12% per annum and was due on or before December 31, 2018. On January 22, 2019, the Company issued 1,882,503 common shares at the fair value of $155,229 as full settlement of CAD$283,699 (USD$212,989) of principal and accrued interest, resulting in a gain on debt settlement of $57,760. During the nine months ended January 31, 2019, the Company recorded interest of $16,233 (2018 - $17,755). The aggregate finance fees (bonus shares and bonus warrants) were recorded against the Fourth Promissory Notes balance and were being amortized to the Statement of Loss over the life of the Fourth Promissory Notes using the effective interest method. The accretion expense in respect of the debt discount totalled $7,322 for the nine months ended January 31, 2019 (2018 - $7,965). Fifth Promissory Notes On September 11, 2018, the Company entered into a Loan Agreement with a company controlled by a director of the Company (the “Lender”) pursuant to which up to $2,500,000 will be advanced to the Company in tranches (the “Fifth Promissory Notes”). As at January 31, 2019, the Company had received $1,570,000 in advances pursuant to the Fifth Promissory Notes. The Fifth Promissory Notes bear interest at the rate of 14% per annum payable semi-annually as calculated on May 31 st th During the nine months ended January 31, 2019 the Company recorded interest of $46,011. The lender elected to have interest payable of $17,195 from September 11, 2018 to November 30, 2018 deemed as advances (not subject to bonus shares). The Company and the Lender agreed that the Lender is to receive bonus shares equal to 6% of each loan tranche advanced under the Fifth Promissory Notes divided by the Company’s common share market price. The Fifth Promissory Notes are collateralized by the Company’s Helmer-Bovill Property. The Fifth Promissory Notes are due on or before December 31, 2019. At January 31, 2019, the Company was committed to issuing 876,127 bonus shares to the Lender at the fair value of $94,200. The fair value of the bonus shares was determined by reference to the trading price of the Company’s common shares on the date the advances were received. The aggregate finance fees (bonus shares) are recorded against the promissory notes balance and are being amortized to the Statement of Loss over the life of the promissory notes using the effective interest method. The accretion expense in respect of the debt discount recorded on the issuance of bonus shares totalled $23,813 for the nine months ended January 31, 2019 (2018 - $nil). The unamortized debt discount as at January 31, 2019 is $70,387 (April 30, 2018 $nil). The Third Promissory Notes and the Fifth Promissory Notes are collateralized by the Company’s Helmer-Bovill Property. The following table outlines the estimated cash payments required, by calendar year, in order to repay the principal balance of the Third Promissory Notes, the Fourth Promissory Notes and the Fifth Promissory Notes: 2018 $ 2019 $ 2020 $ 2021 $ 2022 $ Total $ - 22,495,885 - - - 22,495,885 |