Quarterly report pursuant to Section 13 or 15(d)

Commitments, Significant Contracts and Contingencies

v3.7.0.1
Commitments, Significant Contracts and Contingencies
6 Months Ended
Feb. 28, 2017
Commitments, Significant Contracts and Contingencies [Text Block]
17.

Commitments, Significant Contracts and Contingencies

   
 

Management Agreements

   
 

The Company is party to the following contractual commitments with service providers.


Party   Monthly Commitment  
C.A.B Financial Services $ 12,000  
Docherty Management Ltd.   CAD$15,000  

C.A.B Financial Services

The Company has an agreement with CAB for a consulting fee of $12,000 per month. The term of the agreement is two years but can be terminated by either party by providing two months notice. The Company may pay Mr. Bunka a bonus from time to time, at its sole discretion. Mr. Bunka will be entitled to receive common stock-based and stock option based bonuses upon achieving certain milestones during the time of his consultancy with the Company. These milestones are:

  • During the first 12 months after the date of the agreement with CAB, upon the Company achieving non- refundable revenues of $200,000 to any single customer in any consecutive 60 -day period, CAB would be entitled to an award of 100,000 restricted common shares of the Company and after the first 12 -month period, expiring after 24 months of the amended agreement, upon the Company achieving non-refundable revenues of $200,000 to any single customer in any consecutive 60 -day period, CAB would be entitled to an award of 50,000 restricted common shares of the Company. These awards are limited to one payment per customer during the 24 -month period but payable for each customer that meets the revenue thresholds.

  • During the first 12 months after the agreement, the Company achieving non-refundable revenues of $500,000 in any fiscal quarter would result in an award to CAB of 200,000 common shares of the Company and after the first 12 months, expiring 24 months after the amended agreement, the Company achieving non-refundable revenues of $500,000 in any fiscal quarter would result in an award to CAB of 100,000 common shares of the Company. These awards are limited to one payment per fiscal quarter.

  • During the term of the agreement, for each provisional patent application substantively devised by CAB and successfully created, written and filed with the US Patent Office for the Company’s Technology, CAB will be entitled to an award of 250,000 restricted common shares of the Company.

Docherty Management Ltd.

The Company appointed Mr. John Docherty as President of Lexaria effective April 15, 2015. On March 1, 2017, the Company executed a twenty four month consulting contract with Docherty Management Limited, solely owned by Mr. John Docherty with monthly compensation of CAD$15,000, superseding the previous agreement of monthly compensation of CAD$12,500. The Company may pay Mr. Docherty a bonus from time to time, at its sole discretion. Pursuant to the previous agreement, Mr. Docherty received 800,000 stock options and 924,000 restricted common shares of the Company. Mr. Docherty will be entitled to receive additional common stock-based and stock option based bonuses upon achieving certain milestones during the time of his consultancy with the Company. These milestones are:

  • During the first twelve ( 12) months after signing; for combined Lexaria Energy and ViPova™™ products and including all combined sales efforts, achieving non- refundable sales of $200,000 to any single customer in any consecutive 60 -day period would result in a restricted common share award of 100,000 Company shares; and, after the first 12 months after signing and expiring 24 months after signing; for combined Lexaria Energy and ViPova™ products and including all sales efforts, achieving non-refundable sales of $200,000 to any single customer in any consecutive 60 -day period would result in a restricted common share award of 50,000 Company shares; this clause is limited to one payment per customer during the 24 -month period, but payable on each customer that meets these sales thresholds;

  • During the first 12 months after signing; for combined Lexaria Energy and ViPova™ products and including all combined sales efforts, achieving non- refundable sales of $500,000 in any fiscal quarter would result in a restricted common share award of 200,000 Company shares; and, after the first 12 months after signing and expiring 24 months after signing; for combined Lexaria Energy and ViPova™ products and including all sales efforts, achieving non-refundable sales of $500,000 in any fiscal quarter would result in a restricted common share award of 100,000 Company shares; this clause is limited to one payment per fiscal quarter;

    During the time this Agreement remains in effect, for each new provisional patent application substantially devised by Mr. Docherty and successfully created, written and filed with the US Patent Office for Company-owned intellectual property, a restricted common share award of 250,000 Company shares. This clause is not limited to frequency of payment but each patent application is to be approved by the Board of Directors of the Company, in advance.

Office Lease

The Company has lease commitments for its office space for CAD$826 per month. The lease requires a 90 -day termination notice.

Convertible Debenture

The Company has issued a convertible debenture for $45,000, maturing on August 31, 2020. The convertible debenture accrues interest at 10% per annum, payable in quarterly installments (Note 11).

Corporate Development

On January 10, 2017, the Company entered into a entered into a service agreement with an arm’s length service provider for corporate development. The agreement is for six months continuing month to month and may be terminated thereafter with one month’s notice for CAD$4,000 per month. The Company may pay the service provider a bonus from time to time, at its sole discretion. The service provider will be entitled to receive common stock-based and stock option based bonuses upon achieving certain milestones during the time of his consultancy with the Company. These milestones are:

  • For new customers sourced by the Consultant during the first six ( 6) months after signing; for combined Lexaria Energy and ViPova products and including all combined sales efforts and/or technology licensing revenues, achieving non-refundable revenues of $200,000 to any single customer in any consecutive 60 -day period would result in a restricted common share award of 100,000 Company shares; and, after the first six months after signing and expiring twelve months after signing; for combined Lexaria Energy and ViPova products and including all sales efforts, achieving non-refundable revenues of $200,000 to any single customer in any consecutive 60 -day period would result in a restricted common share award of 50,000 Company shares; this clause is limited to one payment per customer during the 12 -month period, but payable on each customer that meets these sales/licensing thresholds;

  • For new customers sourced by the Consultant during the first six months after signing; for combined Lexaria Energy and ViPova products and including all combined sales efforts and/or technology licensing revenues, achieving non-refundable revenues of $500,000 in any fiscal quarter would result in a restricted common share award of 200,000 Company shares; and, after the first six months after signing and expiring twelve months after signing; for combined Lexaria Energy and ViPova products and including all sales efforts, achieving non-refundable revenues of $500,000 in any fiscal quarter would result in a restricted common share award of 100,000 Company shares; this clause limited to one payment per fiscal quarter