PROMISSORY NOTES DUE TO RELATED PARTY: | 6. PROMISSORY NOTES DUE TO RELATED PARTY: Schedule of Promissory Notes January 31, 2023 $ April 30, 2022 $ Third promissory notes 27,772,671 27,736,602 Fifth promissory notes 3,392,079 3,387,673 Sixth promissory notes 4,592,606 3,652,662 Total promissory notes 35,757,356 34,776,937 The Company has Third Promissory Notes, Fifth Promissory Notes and Sixth Promissory Notes due to BV Lending, LLC, a company controlled by a former director of the Company (the “Lender”). The Third Promissory Notes were due on March 31, 2019. On March 27, 2019, an amending agreement was entered into extending the maturity date of the Promissory Notes from March 31, 2019 to June 30, 2019 for no consideration. On June 28, 2019, the Company entered into an amending agreement with the Lender further extending this maturity date to October 31, 2019 for no consideration. The Fifth Promissory Notes were due on December 31, 2019. On October 25, 2019, the Company entered into an amending agreement with the Lender extending the maturity date for both notes, for no consideration, to the earlier of (i) June 30, 2020 and (ii) 60 days after a pre-feasibility study has been filed on SEDAR. The Sixth Promissory Notes have the same maturity date. On June 4, 2020, all three promissory notes were extended to December 15, 2020 for no consideration. On December 3, 2020, the maturity date was extended to March 15, 2021 for no consideration. On March 9, 2021 the maturity date was extended to April 15, 2021 for no consideration. On April 15, 2021 the maturity date was extended to May 15, 2021 for no consideration. On May 10, 2021 the maturity date was extended to June 15, 2021 for no consideration. On June 15, 2021 the maturity date was extended to July 15, 2021 for no consideration. On July 15, 2021 the maturity date was extended to August 15, 2021 for no consideration. In addition, the interest rate was decreased to 0.13% per annum effective May 1, 2021 from 12% to 14%. On August 13, 2021 the maturity date was extended to September 15, 2021 for no consideration. On September 13, 2021 the maturity date was extended to October 15, 2021 for no consideration. On October 13, 2021, the maturity date was extended to November 15, 2021 for no consideration. On November 15, 2021, the maturity date was extended to December 15, 2021 for no consideration. On December 15, 2021, the maturity date was extended to January 15, 2022 for no consideration. On January 13, 2022, the maturity date was extended to February 15, 2022 for no consideration. On February 15, 2022, the maturity date was extended to April 15, 2022 for no consideration. On April 14, 2022, the maturity date was extended to June 15, 2022 for no consideration. On June 14, 2022, the maturity date was extended to September 15, 2022 for no consideration. On September 15, 2022, the maturity date was extended to December 31, 2022 for no consideration. On December 31, 2022, the maturity date was extended to February 15, 2023 for no consideration. On February 14, 2023, the maturity date was extended to March 10, 2023 for no consideration. The promissory notes were settled on March 6, 2023, the date of closing the Transaction (Note 11). In accordance with the guidance of ASC 470-50 and ASC 470-60, the Company determined that the March 27, 2019, June 28, 2019, October 25, 2019, June 4, 2020, December 3, 2020, March 9, 2021, April 15, 2021, May 10, 2021, June 15, 2021, July 15, 2021, August 13, 2021, September 13, 2021, October 13, 2021, November 15, 2021, December 15, 2021, January 13, 2022, February 15, 2022, April 14, 2022, June 14, 2022, September 15, 2022, December 31, 2022 and February 14, 2023 extension agreements qualified as troubled debt restructurings. . 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. The Company determined that accrued interest on the promissory notes are subject to withholding taxes as the Lender controls over 25% of the common shares of the Company and the Company’s debt to equity ratio exceeded certain statutory limits that caused interest expense deductibility to be partially restricted. The withholding taxes are payable based on the amount of restricted interest, when such interest is paid or at the end of a fiscal year and are accounted for as a deemed dividend in accordance with ASC 740-10-15-4. As at January 31, 2023, the Company had recorded $896,756 of withholding tax on the deemed dividends (April 30, 2022 - $896,756) and penalties and interest of $284,188 (April 30, 2022 - $60,000) for the unpaid withholding tax. As at January 31, 2023, accrued interest on the promissory notes was $8,710 (April 30, 2022 – $18,579). During the nine months ended , the Company recorded accrued interest of $134,512 (2022 - $60,000) and an estimate of penalties in the amount of $89,676 (2022- $nil) with respect to the accrued withholding tax payable (Note 4). Third Promissory Notes The Third Promissory Notes bear interest at the rate of 0.13% per annum and during the nine months ended , the Company recorded interest of $27,295 (2022 - $26,953 ). During the nine months ended January 31, 2023 and 2022, the interest expense is included in loss from discontinued operations. Interest is payable semi-annually as calculated on May 31 st th Fifth Promissory Notes On September 11, 2018, the Company entered into a Loan Agreement with the Lender pursuant to which up to $2,500,000 will be advanced to the Company in tranches (the “Fifth Promissory Notes”). As at , the Company had received $2,500,000 (April 30, 2022 - $2,500,000) in advances pursuant to the Fifth Promissory Notes. during the nine months ended , the Company recorded interest of $3,708 (2022 - $3,290). During the nine months ended January 31, 2023 and 2022, the interest expense is included in loss from discontinued operations. Interest is payable semi-annually as calculated on May 31 st th During the nine months ended January 31, 2023, the Lender elected to have interest payable from December 1, 2021 to May 31, 2022 of $2,196 and interest payable from June 1, 2022 to November 30, 2022 of $2,209 deemed as advances. Sixth Promissory Notes On October 25, 2019, the Company entered into a Loan Agreement with the Lender pursuant to which up to $700,000 will be advanced to the Company in tranches (the “Sixth Promissory Notes”). On various dates, the Company entered into amending agreements whereby the Lender agreed to advance additional funds under the same terms as the Sixth Promissory Notes. As at , the Company had received $4,285,000 in advances pursuant to the Sixth Promissory Notes (April 30, 2022 - $3,350,000). The Sixth Promissory Notes bear interest at the rate of 0.13% per annum and during the nine months ended , the Company recorded interest of $4,547 (2022 - $2,864). During the nine months ended January 31, 2023 and 2022, the interest expense is included in loss from discontinued operations. Interest is st th During the nine months ended January 31, 2023, the Lender elected to have interest payable from December 1, 2021 to May 31, 2022 of $2,264 and interest payable from June 1, 2022 to November 30, 2022 of $2,679 deemed as advances. The Third Promissory Notes, the Fifth Promissory Notes and the Sixth 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 Fifth Promissory Notes and the Sixth Promissory Notes: Schedule of Payments To Repay Principal Balance 2023 $ 2024 $ 2025 $ 2026 $ 2027 $ Total $ 35,757,356 - - - - 35,757,356 |