Annual report pursuant to Section 13 and 15(d)

Notes Payable

v3.22.2.2
Notes Payable
12 Months Ended
May 31, 2022
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

Note 17  Notes Payable

 

   

May 31, 2022

   

May 31, 2021

 

Debenture in the principal amount of $250,000 (the “Debenture 1”) dated December 1, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,223 on the Debenture 1. During the years ended May 31, 2022 and 2021, $3,334 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 1. During the years ended May 31, 2022 and 2021, $36,290 and $0 of this original issue discount was charged to operations, respectively. During years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $18,750 and $0 on the Debenture 1, respectively.

  $ 250,000     $ -  
                 

Debenture in the principal amount of $250,000 (the “Debenture 2”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 2 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $10,428 on the Debenture 2. During the years ended May 31, 2022 and 2021, $1,682 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $187,500 on the Debenture 2. During the years months ended May 31, 2022 and 2021, $30,242 and $0 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $16,563 and $0 on the Debenture 1, respectively.

    250,000       -  

 

   

May 31, 2022

   

May 31, 2021

 

Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 303,030 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $19,335 on the Debenture 3. During the years ended May 31, 2022 and 2021, $3,118 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 3. During the years ended May 31, 2022 and 2021, $60,484 and $0 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $33,125 and $0 on the Debenture 3, respectively.

    500,000       -  
                 

Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 4 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 4. During the years ended May 31, 2022 and 2021, $2,287 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 4. During the years ended May 31, 2022 and 2021, $50,000 and $0 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $30,417 and $0 on the Debenture 4, respectively.

    500,000       -  
                 

Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 5 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 5. During the years ended May 31, 2022 and 2021, $2,287 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 5. During the years ended May 31, 2022 and 2021, $50,000 and $0 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $30,417 and $0 on the Debenture 5, respectively.

    500,000       -  
                 

Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 6 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 606,061 shares of common stock at an exercise price of $0.4125 per share of common stock. The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on the Debenture 6. During the years ended May 31, 2022 and 2021, $2,287 and $0 of this discount was charged to operations, respectively. The Company recorded an original issue discount in the amount of $375,000 on the Debenture 6. During the years ended May 31, 2022 and 2021, $50,000 and $0 of this original issue discount was charged to operations, respectively. During the years ended May 31, 2022 and 2021, the Company accrued interest in the amounts of $30,417 and $0 on the Debenture 6, respectively.

    500,000       -  
                 

Total

    2,500,000       -  

Original Issue Discount

    1,875,000       -  

Notes Payable, Gross

    4,375,000       -  

Less: Discount

    (1,681,434

)

    -  

Notes Payable, Net of Discount

    2,693,566       -  

 

   

May 31, 2022

   

May 31, 2021

 

Discounts on notes payable amortized to interest expense – years ended May 31, 2022 and 2021, respectively

  $ 277,017     $ -  

 

Aggregate maturities of notes payable and convertible notes payable as of May 31, 2022 are as follows:

 

For the twelve months ended May 31,

 

2022

  $ 19,448,821  

2024

    1,250,000  

2025

    1,250,000  

2026

    375,000  

2027

    375,000  

Thereafter

    1,125,000  

Total

  $ 23,823,821  

 

During the year ended May 31, 2022, the Company offered for sale a maximum of $5,500,000 of debentures (the “2021 Debentures”) and warrants to purchase shares of the Company’s common stock at a price of $0.4125 per share in an aggregate amount equal to one-half of the aggregate purchase price for the 2021 Debentures (the “2021 Debenture Warrants”) (collectively, the “November 2021 Offering”). During the year ended May 31, 2022, the Company received the amount of $2,500,000 pursuant to the November 2021 Offering and issued an aggregate of 3,030,304 warrants to purchase its common stock at an exercise price of $0.4125 per share to the investors.