Annual report pursuant to Section 13 and 15(d)

RELATED PARTY TRANSACTIONS

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RELATED PARTY TRANSACTIONS
12 Months Ended
Nov. 30, 2011
RELATED PARTY TRANSACTIONS [Text Block]
8.

RELATED PARTY TRANSACTIONS

   
 

The following transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

   
 

Year ended November 30, 2011

   
 

The Company expensed a total of $79,000 as Management fee for payment to its two directors for the year ended November 30, 2011.

   
 

The Company expensed $23,808 for services provided by the CFO of the Company and $99,200 for services provided by COO of the Company.

   
 

Year ended November 30, 2010:


  a)

A Company Director has charged the Company a total of $1,500 for providing office space. The said director resigned during the year 2010.

     
  b)

The directors were compensated as per their consulting agreements with the Company. The Company expensed a total of $192,250 as Management fee (including $41,000 paid to a director who resigned during the year) and expensed a total of $7,000 as automobile allowance (including $3,000 paid to a director who resigned during the year)

     
  c)

On December 4, 2009 the board of directors approved extension of the expiration of outstanding options from their initial expiry date to a new expiration date of June 30, 2014 with all other terms of the original grant remaining the same.


  1.

Extension of the expiration of 1,150,000 outstanding options already issued to three directors from their initial expiry date to a new expiration date of June 30, 2014;

     
  2.

Extension of the expiration of 300,000 outstanding options already issued to an officer from their initial expiry date to a new expiration date of June 30, 2014.

Stock based compensation cost relating to the extension in the expiry date of the outstanding options issued to three directors and an officer, as above, amounting to $30,213 has been expensed to general and administration expense.

  d)

On January 4, 2010, the board of directors granted options to a director to acquire 100,000 common shares at an exercise price of $0.25 per share. All of these options vested immediately and have an expiry of five years. The Company expensed stock based compensation cost of $23,677.

     
  e)

On June 15, 2010, the board of directors granted options to a director to acquire 350,000 common shares and to two directors to acquire 50,000 common shares each. All these 450,000 options were issued at an exercise price of $0.20 per share and vest immediately with an expiry term of five years. The Company expensed stock based compensation cost of $110,754 for these 450,000 options.

     
  f)

On September 30, 2010, the board of directors granted options to two directors to acquire 50,000 common shares each. All these 100,000 options were issued at an exercise price of $0.20 per share and vest immediately with an expiry term of five years. The Company expensed stock based compensation cost of $25,271.

     
  g)

On October 1, 2010, the Board cancelled 725,000 options issued to a director having an exercise price of $0.25 per share and expiring on various dates ranging from October 29, 2011 to January 4, 2015 and issued warrants to acquire 397,000 common shares exercisable at $0.20 per share with an expiry term of five years and 500,000 common shares in lieu thereof. All outstanding payables to the said director for services provided were adjusted against the said issuance of common shares. The Company expensed this additional non- cash stock based compensation expense relating to this modification for $31,097.

     
  h)

On October 1, 2010, the Board cancelled 400,000 options issued to a director having an exercise price of $0.25 per share and expiring on various dates ranging from October 29, 2011 to June 30, 2014 and issued warrants to acquire 50,000 common shares exercisable at $0.20 per share with an expiry term of five years and 50,000 common shares in lieu thereof. All outstanding payables to the said director for services provided were adjusted against the said issuance of common shares. The Company concluded that there was no additional non-cash stock based compensation expense relating to this modification.

     
  i)

On October 1, 2010, the Board cancelled 175,000 options issued to an officer having an exercise price of $0.25 per share and expiring on June 30, 2014 and issued warrants to acquire 175,000 common shares exercisable at $0.20 per share with an expiry term of five years. The Company expensed this additional non-cash stock based compensation expense relating to this modification for $1,607.

     
  j)

The Company expensed $29,725 for services provided by the CFO of the Company and $8,000 for services provided by COO of the Company.


  k)

Effective June 1, 2010, the Company entered into a ‘Consulting and Professional Services agreement’ with Level 4 Capital Corp. for a term of five months. The consultant is to provide various managerial, legal and investor relation services. The total fees for the services agreed was $360,000. The consultant agreed and the Company issued 1,800,000 common shares of the Company at $0.20 per share in lieu of fees. The Company expensed $360,000 to general and administrative expense during the year ended November 30, 2010. Subsequent to the completion of the contract, the consultant became the Chief Operating officer of the Company.