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sedar.com/...Type=03&projectNo=02400039&docId=3865034
Seite 203
Commitments with related parties
Pursuant to an employment agreement (the “Agreement”) effective January 1, 2014, the Company will remunerate the president (Gord Jessop) of the Company as follows:
- Salary of:
o $5,000 per month for the 12 month period ended December 31, 2014;
o $7,500 per month for the 12 month period ended December 31, 2015; and
o $12,000 per month thereafter;
- Common share issuances:
o 750,000 shares on or before March 31, 2014;
o 750,000 shares on or before June 30, 2014;
o 750,000 shares on or before September 30, 2014; and
o 750,000 shares on or before December 31, 2014.
In the event that the president is terminated without cause, the Company must continue paying the salary of the president (Gord Jessop) for a period of 18 months.
Pursuant to an employment agreement (the “Agreement”) effective January 1, 2014, the Company will remunerate the Chief Executive Officer (Clayton Moore) of the Company as follows:
- Salary of:
o $10,000 per month for the 24 month period ended December 31, 2015;
o $15,000 per month thereafter;
In the event that the CEO (Clayton Moore) is terminated without cause, the Company must continue paying the salary of the CEO (Clayton Moore) for a period of 18 months.
Jahresbericht 2016:
sedar.com/...Type=03&projectNo=02590078&docId=4063205
Seite 6: Net LOSS and Comprehensive Loss for the Year $ (1,908,741)
Jahresbericht 2017:
sedar.com/...Type=03&projectNo=02735404&docId=4266757
Seite 6: Net LOSS and Comprehensive Loss for the Year $ (2,780,945)
Processing revenue: $ 94.105
Gross profit: $ 79.721
Jahresbericht 2018:
sedar.com/...Type=03&projectNo=02890038&docId=4484661
Seite 7: Net LOSS and Comprehensive Loss for the Year $ (13,193,394)
Processing revenue: $ 120.578
Gross profit: $ 110.456
Jahresbericht 2019:
sedar.com/...Type=03&projectNo=03070809&docId=4743043
Seite 7: Net LOSS and Comprehensive Loss for the Year $ (6,665,702)
Processing revenue: $ 89.082
Gross profit: $ 58.773
sedar.com/...Type=03&projectNo=03144799&docId=4845671
Seite 21
Employment, Consulting and Management Agreements
As of the date hereof and October 31, 2019 and 2018, the only agreements or compensatory plans
or arrangements with any of its NEOs concerning severance payments of cash or equity
compensation resulting from the resignation, retirement or any other termination of employment or
other agreement with the Company or as a result of a change of control of the Company are with the
Chief Executive Officer.
Mr. Moore’s services are provided pursuant to an employment agreement with the Company dated
effective August 13, 2020 (the “Moore Employment Agreement”). Pursuant to the Moore Employment
Agreement, Mr. Moore provides his services as Chief Executive Officer of the Company and the
Company pays Mr. Moore a base salary of $25,000 per month (the “Base Salary”) and a quarterly
bonus equal to 250,000 Common Shares with the value of such shares being determined by the
stock price of the Company on the last day of the fiscal quarter less any allowable deduction to
current market rates (collectively the “Base Remuneration”). Pursuant to the Moore Employment
Agreement, Mr. Moore is also entitled to be paid an annual bonus (the “Annual Bonus”), if any, to be
determined by the Company’s board of directors. The Annual Bonus shall be based upon the
Company and Mr. Moore meeting key criteria each year, as mutually agreed between Mr. Moore and
the Company, and the Annual Bonus in each year shall be equal to 100% of the Base Salary and if
the Company is profitable, a bonus equal to 3% of the Company’s net profits. The Annual Bonus is
payable in cash, Common Shares or combination thereof. Under the Moore Employment Agreement,
Mr. Moore is also entitled to be paid a bonus (the “Capital Raising Bonus”) if Mr. Moore is
responsible for and successful in raising capital for the Company equal to 3% of the number of
shares issued as a result of such efforts payable on a monthly basis. The Company also reimburses
Mr. Moore for any reasonable travelling, and other direct expenses, office and cell phone expenses
incurred by Mr. Moore in connection with his services, including a maximum of $1,000 per month for
health care costs, and a monthly vehicle allowance not to exceed $1,500 per month, or as
applicable, to the cost of leasing a vehicle, or as a $18,000 annual allowance indexed to increase
10% annually over the term of the agreement, as well as 45 business days of vacation. Moore was
also to be issued 10,000,000 shares within 60 days of the executives of the Moore Employment
Agreement.
Seite 203
Commitments with related parties
Pursuant to an employment agreement (the “Agreement”) effective January 1, 2014, the Company will remunerate the president (Gord Jessop) of the Company as follows:
- Salary of:
o $5,000 per month for the 12 month period ended December 31, 2014;
o $7,500 per month for the 12 month period ended December 31, 2015; and
o $12,000 per month thereafter;
- Common share issuances:
o 750,000 shares on or before March 31, 2014;
o 750,000 shares on or before June 30, 2014;
o 750,000 shares on or before September 30, 2014; and
o 750,000 shares on or before December 31, 2014.
In the event that the president is terminated without cause, the Company must continue paying the salary of the president (Gord Jessop) for a period of 18 months.
Pursuant to an employment agreement (the “Agreement”) effective January 1, 2014, the Company will remunerate the Chief Executive Officer (Clayton Moore) of the Company as follows:
- Salary of:
o $10,000 per month for the 24 month period ended December 31, 2015;
o $15,000 per month thereafter;
In the event that the CEO (Clayton Moore) is terminated without cause, the Company must continue paying the salary of the CEO (Clayton Moore) for a period of 18 months.
Jahresbericht 2016:
sedar.com/...Type=03&projectNo=02590078&docId=4063205
Seite 6: Net LOSS and Comprehensive Loss for the Year $ (1,908,741)
Jahresbericht 2017:
sedar.com/...Type=03&projectNo=02735404&docId=4266757
Seite 6: Net LOSS and Comprehensive Loss for the Year $ (2,780,945)
Processing revenue: $ 94.105
Gross profit: $ 79.721
Jahresbericht 2018:
sedar.com/...Type=03&projectNo=02890038&docId=4484661
Seite 7: Net LOSS and Comprehensive Loss for the Year $ (13,193,394)
Processing revenue: $ 120.578
Gross profit: $ 110.456
Jahresbericht 2019:
sedar.com/...Type=03&projectNo=03070809&docId=4743043
Seite 7: Net LOSS and Comprehensive Loss for the Year $ (6,665,702)
Processing revenue: $ 89.082
Gross profit: $ 58.773
sedar.com/...Type=03&projectNo=03144799&docId=4845671
Seite 21
Employment, Consulting and Management Agreements
As of the date hereof and October 31, 2019 and 2018, the only agreements or compensatory plans
or arrangements with any of its NEOs concerning severance payments of cash or equity
compensation resulting from the resignation, retirement or any other termination of employment or
other agreement with the Company or as a result of a change of control of the Company are with the
Chief Executive Officer.
Mr. Moore’s services are provided pursuant to an employment agreement with the Company dated
effective August 13, 2020 (the “Moore Employment Agreement”). Pursuant to the Moore Employment
Agreement, Mr. Moore provides his services as Chief Executive Officer of the Company and the
Company pays Mr. Moore a base salary of $25,000 per month (the “Base Salary”) and a quarterly
bonus equal to 250,000 Common Shares with the value of such shares being determined by the
stock price of the Company on the last day of the fiscal quarter less any allowable deduction to
current market rates (collectively the “Base Remuneration”). Pursuant to the Moore Employment
Agreement, Mr. Moore is also entitled to be paid an annual bonus (the “Annual Bonus”), if any, to be
determined by the Company’s board of directors. The Annual Bonus shall be based upon the
Company and Mr. Moore meeting key criteria each year, as mutually agreed between Mr. Moore and
the Company, and the Annual Bonus in each year shall be equal to 100% of the Base Salary and if
the Company is profitable, a bonus equal to 3% of the Company’s net profits. The Annual Bonus is
payable in cash, Common Shares or combination thereof. Under the Moore Employment Agreement,
Mr. Moore is also entitled to be paid a bonus (the “Capital Raising Bonus”) if Mr. Moore is
responsible for and successful in raising capital for the Company equal to 3% of the number of
shares issued as a result of such efforts payable on a monthly basis. The Company also reimburses
Mr. Moore for any reasonable travelling, and other direct expenses, office and cell phone expenses
incurred by Mr. Moore in connection with his services, including a maximum of $1,000 per month for
health care costs, and a monthly vehicle allowance not to exceed $1,500 per month, or as
applicable, to the cost of leasing a vehicle, or as a $18,000 annual allowance indexed to increase
10% annually over the term of the agreement, as well as 45 business days of vacation. Moore was
also to be issued 10,000,000 shares within 60 days of the executives of the Moore Employment
Agreement.
