Quarterly report pursuant to Section 13 or 15(d)

CONVERTIBLE DEBENTURES AND DEFERRED FINANCING COSTS

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CONVERTIBLE DEBENTURES AND DEFERRED FINANCING COSTS
9 Months Ended
Aug. 31, 2014
CONVERTIBLE DEBENTURES AND DEFERRED FINANCING COSTS [Text Block]
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CONVERTIBLE DEBENTURES AND DEFERRED FINANCING COSTS

   
 

$1,398,592 (CAD $1,549,000) Convertible Debentures

   
 

On August 6, 2014, the Company issued $1,398,592 (CAD $1,549,000) face value 12% convertible debentures with a term to August 6, 2017 (the “Maturity Date”). At any time while the debentures are outstanding, the holder has the option to convert the outstanding principal of the debentures into common shares of the Company at a fixed conversion price of CAD $0.50 per share. At any time after February 6, 2015, the Company has the right to force the conversion of the debentures into common shares at a price of at least CAD$0.65 per common share for a period of at least 20 consecutive trading days. If the common shares do not trade on any trading day and the bid price of the common Shares is CAD $0.65 or greater, the common shares shall be deemed to have traded at a price of at least CAD $0.65 on that trading day. Additionally, the Company has the right to redeem the debentures, in whole or in part, (a) during the 12 months ending August 6, 2015, at a premium of 15% to the principal amount being redeemed plus any accrued interest, (b) during the 12 months ending August 6, 2016, at a premium of 5% to the principal amount being redeemed plus any accrued interest, (c) during the 12 months ending August 6, 2017, at a premium of 2% to the principal amount being redeemed plus any accrued interest. In connection with the financing, the Company issued warrant to placement agents to purchase 151,900 shares of common stock at an exercise price of CAD $0.50 per share. Additionally, the Company incurred $157,293 (CAD $174,209) in financing fees.

   
 

The Company has evaluated the terms and conditions of the convertible debentures and placement agent warrants under the guidance of ASC 815. The conversion feature met the definition of conventional convertible for purposes of applying the conventional convertible exemption. The definition of conventional contemplates a fixed number of shares issuable under the arrangement. The instrument was convertible into a fixed number of shares and there were no down round anti-dilution protection features contained in the contracts. The Company was required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”). The debentures did not result in a BCF because the conversion price was not in the money on the inception date. There were no terms or features contained in the warrant agreement that would preclude the warrants from achieving equity classification.

   
 

The following table reflects the allocation of the purchase on the financing date:


  Convertible Debentures   $ 1,398,342 Face Value  
  Proceeds   $ (1,279,773 )
  Deferred financing costs     (215,724 )
  Paid in capital (warrants)     58,431  
  Prepaid expenses     16,681  
  Accrued expenses     21,793  
  Convertible debentures     1,398,592  

The warrants were valued at $58,431 and were recorded as a component of deferred financing costs. Interest expense related to the debentures amounted to $16,416. Of the $16,416, $11,495 related to accrued interest and the remaining $4,921 related to the amortization of deferred financing costs.