Delaware
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000-54915
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45-3327444
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2368 Lakeshore Road West Oakville, Ontario, Canada
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L6L 1H5
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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Mr. Ward owns approximately 7.6% of the Company’s common stock and is a Director, the CEO and President of the Company.
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·
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Mr. Esteireiro owns approximately 7.6% of the Company’s common stock and is a Director and the COO of the Company.
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·
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Mr. Serrano owns approximately 7.6% of the Company’s common stock and is a Director and a Vice President of the Company.
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·
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Mr. Keevil owns approximately 4.5% of the Company’s common stock.
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·
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The Company issued a promissory note to Benjamin Ward in consideration of funds advanced in the amount of CAD $318,000, with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof.
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·
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The Company issued a promissory note to Silvio Serrano in consideration of funds advanced in the amount of CAD $185,000, with no interest, payable upon sufficient capitalization of the company and due in full sixty (60) days from the date thereof.
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CAD
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USD
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CAD
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USD
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||||||||||||
$ | 78,333.33 | $ | 73,536.54 | $ | 9,400,000 | $ | 8,824,189.79 | ||||||||
$ | 185,000 | $ | 173671.41 | $ | 13,421,000 | $ | 12,598,877.79 | ||||||||
$ | 318,000 | $ | 298,531.84 | $ | 13,885,000 | $ | 13,034,454.82 | ||||||||
$ | 464,000 | $ | 435,593.63 |
Exhibit |
Description
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10.1*
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Agreement of Purchase and Sale , by and among Canada Cannabis Corp., I.L. Rosen Limited, Time Holdings Limited and Tanak Group Ltd. , entered into on April 1, 2014 | |
10.2
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Mortgage, by and among 2264793 Ontario Inc., Rescom Capital, C&K Mortgage Services Inc. and The Bank of Nova Scotia Trust Company, entered into on July 4, 2014
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10.3
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Promissory Note, by and between Canadian Cannabis Corp. and Benjamin Ward, entered into on July 4, 2014
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10.4
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Promissory Note, by and between Canadian Cannabis Corp. and
Silvio Serrano
, entered into on July 4, 2014
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Gold Party Payday, Inc. | ||
(Registrant) | ||
Date: July 10, 2014
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By:
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/S/ Benjamin Ward
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Benjamin Ward
CEO, President, and Director
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||
Date: July 10, 2014
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By:
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/S/ John Esteireiro
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John Esteireiro
COO and Director
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1
.
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Letter of Commitment
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2
.
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Interest Rate
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3.
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Prepayment Privilege
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4.
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Default
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(a)
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the Chargor makes default in the payment of the principal, interest or other monies hereby secured or any principal or interest payment and other monies owed by it to the Chargee whether secured by this Charge or not;
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(b)
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the Chargor makes material default in the observance or performance of any written covenant or undertaking heretofore or hereafter given by it to the Chargee, whether contained herein or not and pertaining to the assets or the financial condition of the Chargor and such default has not been cured within fifteen (15) days of written notice thereof being delivered to the Chargor;
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(c)
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if any statement, information (oral or written) or representation heretofore or hereafter made or given by or on behalf of the Chargor to the Chargee and pertaining to the assets or the financial condition of the Chargor, and whether contained herein or not is false, inaccurate and/or misleading in any material respect;
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(d)
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an order is made or an effective resolution passed for the winding-up, liquidation, amalgamation or reorganization of the Chargor, or a petition is filed for the winding up of the Chargor;
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(e)
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the Chargor becomes insolvent or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency; or the Charger makes a bulk sale of its assets; or a bankruptcy petition or receiving order is filed or presented against the Chargor;
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(f)
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any proceedings with respect to the Chargor are commenced under the Companies' Creditors Arrangement Act;
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(g)
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any execution, sequestration, extent or any other process of any Court becomes enforceable against the Chargor or a distress or analogous process is levied upon the property and assets of the Chargor or any part thereof, which in the opinion of the Chargee is a substantial part, and remains unsatisfied for such period as would permit such property to be sold thereunder, less two (2) business days, provided that such process is not in good faith disputed and, in that event, if the Chargor shall desire to contest such process it shall give security to the Chargee which, in the absolute discretion of the Chargee, shall be deemed sufficient to pay in full the amount claimed in the event it shall be held to be a valid claim;
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(h)
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the Charger ceases or threatens to cease to carry on its business or the Chargor commits or threatens to commit any act of bankruptcy or insolvency;
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(i)
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the property hereby mortgaged and charged (the "Charged Property") or any part thereof, other than sales of lots containing fully completed single family dwellings to bona fide purchasers for value, prior approved in writing by the Chargee, are sold by the Chargor or if there is a change in the present effective voting control of the Chargor or a change in the beneficial ownership of the Chargor or the assets or any one of them;
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(j)
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the monies secured hereby, together with interest thereon shall not be repaid to the Chargee when due;
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(k)
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the Chargor makes any default with regard to any provision of the Commitment Letter.
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5.
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Charaee May Remedy Default
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6.
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Construction Liens
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7.
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Construction Loan
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(a)
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the Chargor further covenants that all installation of services and construction on the lands hereby secured shall be carried out by reputable contractors with sufficient experience in a project of this nature and size, which contractors must be approved by the Chargee and which approval shall not be unreasonably
withheld;
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(b)
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that the installation of services and the construction of dwellings on the said lands, once having been commenced, shall be continued in a good and workmanlike manner, with all due diligence and in substantial accordance with the plans and specifications delivered to the Chargee and to the satisfaction of the Municipality and all governmental and regulatory authorities having jurisdiction;
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(c)
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provided that should the servicing and construction on the said lands cease for any reason whatsoever (strike, material shortages, weather and conditions or circumstances beyond the control of the Chargor excepted), for a period of fifteen (15) consecutive days unless explained to the satisfaction of the Chargee acting reasonably (Saturdays, Sundays and Statutory holidays excepted), then the monies hereby secured, at the option of the Chargee shall immediately become due and payable. In the event that construction does cease, then the Chargee shall have the right, at its sole option, to assume complete control of the servicing and construction of the project on the said lands in such manner and on such terms as it deems advisable. The cost of completion of servicing and construction of the project by the Chargee and all expenses incidental thereto shall be added to the principal amount of the Charge, together with a management fee of fifteen percent (15%) of the costs of the construction completed by the Chargee. All costs and expenses, as well as the said management fee shall bear interest at the rate as herein provided for and shall form part of the principal secured hereunder and the Chargee shall have the same rights and remedies with respect to collection of same as it would have with respect to collection of principal and interest hereunder or at law;
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(d)
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at the option of the Chargee, at all times there shall be a holdback of ten percent (10%) with respect to work already completed;
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(e)
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all advances which are made from time to time hereunder shall be based on Certificate of the Chargee's agents prepared at the expense of the Chargor, which Certificates shall without limitation certify the value of the work completed and the estimated costs of any uncompleted work and such Certificates shall further certify that such completed construction and/or servicing to the date of such Certificate shall be in accordance with the approved plans and specifications for the said construction and further, in a good and workmanlike manner and in accordance with the permits issued for such servicing and construction and in accordance with all municipal and other governmental requirements of any authority having jurisdiction pertaining to such servicing and construction and there shall be no outstanding work orders or other requirements pertaining to servicing and construction on the said lands. Such Certificates with respect to any values shall not include materials on the site which are not incorporated into the buildings or the services;
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(f)
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At all times there shall be sufficient funds unadvanced under this Charge to
complete the construction as well as a holdback of ten (10%) with respect to work already completed.
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8.
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En
vironmental
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(a)
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"Hazardous Substances" includes:
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(i)
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any substances that, if added to any water or emitted into the air would create or contribute to the creation of a condition of such water or air that is detrimental to its use by or to the health, safety or welfare of persons or animals or cause damage to plant life or Charged property;
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(ii)
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any radioactive materials or explosives;
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(iii)
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any substances declared from time to time to be hazardous, dangerous or toxic under any applicable federal, provincial or municipal law, bylaw, regulation or other enactment, including without limitation, asbestos; and
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(iv)
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any other substances which is or may become hazardous, toxic or dangerous to persons or Charged property.
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(b)
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The Chargor hereby represents, warrants, covenants and agrees to and with the
Chargee that:
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(i)
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to the best of the knowledge of the Chargor after due and diligent inquiry, there are no Hazardous Substances on the Charged property no Hazardous Substances have ever been used, stored or located on the Charged property and no part of the Charged property is or has ever been contaminated by any Hazardous Substances;
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(ii)
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no Hazardous Substances shall be brought onto or used on the Charged property without the prior written consent of the Chargee;
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(iii)
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any Hazardous Substances brought onto the Charged property or used by any person on the Charged property shall be transported, used and stored only in accordance with all applicable laws, regulations, by-laws and other lawful requirements, prudent industrial standards and any other requirements of the Chargee;
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(iv)
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no use of the Charged property will be allowed which may cause or increase the likelihood of the escape, seepage, leakage, spillage, release or discharge of any Hazardous Substances on, from or under the Charged property or permit any policy of insurance in respect to the Charged property to be cancelled; and
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(v)
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the Chargor shall promptly notify the Chargee as soon as it knows or suspects that any Hazardous Substances have been brought onto the Charged property or that there is any actual, threatened or potential escape, seepage, leakage, spillage, release or discharge of any Hazardous Substances on, from or under the Charged property.
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(c)
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The Chargor shall indemnify and save harmless the Chargee, its officers,
directors, employees, agents and shareholders against and from all loss, costs and damages (including, without limitation, all legal fees and disbursements) which they or any of them may suffer, incur or become liable for by reason of or arising out of the use, generation, storage, escape, seepage, leakage, spillage, release, disposal or presence on, from or under the Charged property of any Hazardous Substances including, without limitation the cost of any reports as to compliance with or breach of the provisions of this paragraph 12 which the Chargee, acting reasonably may obtain at any time and from time to time.
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9.
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Miscellaneous
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(a)
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The Chargor shall keep the Charged Property and buildings, erections and improvements thereon in good condition and repair according to the nature and description thereof, respectively, and the Chargee may, whenever it deems necessary, by its agent, enter upon and inspect the Charged Property and make such repairs as it deems necessary, and the reasonable cost of such inspection and repairs with interest at the rate aforesaid shall be added to the Charge debt and be payable forthwith and be a charge upon the Charged Property prior to all claims thereon subsequent to this Charge.
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(b)
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to pay taxes, utilities and other operating and maintenance costs and provide evidence thereof to the Chargee;
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(c)
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to perform all governmental requirements and obligations as required;
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(d)
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to deliver to the Chargee all reasonable financial information deemed necessary by the Chargee, when requested including, within one hundred and twenty (120) days of the end of each fiscal year of the Chargor, furnishing to the Chargee audited financial statements prepared at the expense of the Chargor and, additionally, within one hundred and twenty (120) days of the end of the fiscal year of the operation of the Charged Property by the Chargor, furnishing to the Chargee an audited annual operating statement prepared at the expense of the Chargor, which statement, notwithstanding the generality of the foregoing, shall set forth the gross rents and other revenue derived by the Chargor from the Charged Property, the costs and expenses of the operation and maintenance of the Charged Property . and such information and explanation in respect of the foregoing as may be required by the Chargee and such statements shall be required to be prepared by a duly qualified chartered accountant and/or certified public accountant suitable to the Chargee and the
correctness of such statements shall be duly supported by the affidavit of a director or officer of the Chargor.
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(e)
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to comply with all covenants and reporting requirements set out in the
Commitment Letter;
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(f)
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to provide or comply with such other covenants and terms as the Chargee may
reasonably require.
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10.
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Restriction on Transfer
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11.
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Assignment of Condominium Voting Rights
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12.
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Subsequent Financing
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13.
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NSF
and Late Payment Charge
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14.
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Default
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15.
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Manager's Fee
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16.
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Post-dated Cheques
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17.
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Statement Charge
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18.
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Commencing of Proceedings
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19.
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Insurance
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20.
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Payment of Taxes
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(a)
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The Chargee may deduct from any advance of the moneys secured by this Charge an amount sufficient to pay the Taxes which have become due and payable during any calendar year;
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(b)
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The Chargee may at its sole option estimate the amount of the Taxes
chargeable
against the Charged Property payable in each year and the Chargor shall forthwith
upon demand of the Chargee pay to the Chargee one-twelfth (1/12 of the estimated annual amount of such Taxes on the dates on which instalments
of principal and interest are payable during the term of this Charge commencing with the 1st day of the first full month of the term of this Charge. The Chargee may at its option apply such payments to the Taxes so long as the Chargor is not in default under any covenant or agreement contained in this Charge, but nothing herein contained shall obligate the Chargee to apply such payments on account of Taxes more often than yearly. Provided, however, that if the Chargor shall pay any sum or sums to the Chargee to apply on account of Taxes, and if before the same shall have been so applied, there shall be default by the Chargor in respect of any payment of principal or interest as herein provided, the Chargee may at its option apply such sum or sums in or towards payment of the principal and/or interest in default. If the Chargor desires to take advan
ta
ge of any discounts or avoid any penalties in connection with the payment of Faxes, the Chargor may pay to the Chargee such additional amounts as are required for that purpose.
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(c)
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In the event that the Taxes actually charged in one (1) calendar year, together
with any interest and penalties thereon, exceed the estimated amount, the Chargor shall pay to the Chargee on demand the amount required to make up the deficiency. The Chargee may at its option, pay any of the Taxes when payable, either before or after they are due, without notice, or may make advances therefor in excess of the. then amount of any credit held by the Chargee for the said Taxes. Any excess amount advanced by the Chargee shall
be secured as an additional principal sum under
this
Charge and shall bear the
same rate of interest as aforesaid until repaid by the Chargor.
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(d)
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The Chargor shall transmit to the Chargee forthwith after receipt of same the assessment notices, Tax bills and other notices affecting the imposition of Taxes upon the Charged Property
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(e)
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In no event shall the Chargee be liable for any interest on any amount paid to it as hereinbefore required and the moneys so received may be held with its own funds pending payment or application thereof as hereinbefore provided, provided that in the event that the Chargee does not utilize the funds received on account of Taxes in any calendar year, such amount or amounts may be held by the Chargee on account of any pre-estimate of Taxes required for the next succeeding calendar year, or at the Chargee's option the. Chargee may repay such amount to the Chargor without any interest.
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(f)
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The Chargor shall in all instances be responsible for the payment of any and all penalties resulting out of any late payment of current Tax instalments or any arrears of Taxes, and at no time shall such penalty be the responsibility of the Chargee.
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(g)
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The Chargor shall deliver to the Chargee on or before December 31st in each such calendar year, written evidence from the taxing authority having jurisdiction with respect to the municipal realty Taxes levied and assessed against the Charged Property, such evidence to be to the effect that all Taxes for the current calendar year and any preceding calendar year have been paid in full. In the event of the failure of the Chargor to comply with the covenant as afore noted, the Chargee shall be entitled to charge a servicing fee for
each
written enquiry directed to such taxing authority or the relevant taxation office for the purpose of ascertaining the status of the Tax account pertaining to the Charged Property, together with any costs payable to the taxing authority for such information. Such
servicing fee
is hereby agreed to be a fair and equitable one under the circumstances and is intended to cover the Chargee's administrative costs and shall not be deemed a penalty.
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21.
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Anointment of a Receiver
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(a)
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a statutory declaration of an officer of the Chargee as to default under the
provisions of these presents shall be conclusive evidence thereof;
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(b)
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every such Receiver shall be the irrevocable agent or attorney of the Chargor for the collection of all rents falling due with respect to the Charged Property, and every part thereof, whether in respect of any tenancies created in priority to these presents or subsequent thereto;
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(c)
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the Chargee may from time to time fix the remuneration of every such Receiver who shall be entitled to deduct same out of the Charged Property or the proceeds thereof;
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(d)
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each such Receiver shall, so far as concerns responsibility and liability for its acts or omissions, be deemed to be the agent or attorney of the Chargor and in no event the agent of the Chargee;
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(e)
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the appointment of every such Receiver by the Chargee shall not incur or create any liability on the part of the Chargee to the Receiver in any respect and such appointment or anything which may be done by any such Receiver or the removal of any such Receiver or the termination of any such Receivership shall not have the effect of constituting the Chargee a chargee in possession with respect to the Charged Property or any part thereof;
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(f)
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the Receiver shall have the power to rent any portion of the Charged Property for such terms and subject to such provisions as it may deem advisable or expedient and in so doing such Receiver shall be acting as the attorney or agent of the Chargor and shall have the authority to execute any lease of any such premises in the name and on behalf of the Chargor and the Chargor undertakes
to ratify and confirm whatever acts such Receiver may do in the Charged
Property;
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(g)
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every such Receiver shall have full power to complete any unfinished construction upon the Charged Property;
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(h)
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any such Receiver shall have full power to carry on or concur in the carrying on of the business of the Chargor, and to employ and discharge such agents, workmen, accountants and other individuals or companies as are required to carry on the said business, upon such terms and with such salaries, wages or remuneration as it shall think proper, and to repair and keep in repair the Charged Property and to do all necessary acts and things for the carrying on of the business of the Chargor and the protection of the Charged Property;
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(i)
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any such Receiver shall have the power to sell or lease or concur in selling or leasing the Charged Property, or any part thereof, and to carry any such sale or lease into effect by conveying in the name of or on behalf of the Chargor or otherwise; and any such sale may be made either at public auction or private sale as to the Receiver may seem best and any such sale may be made from time to time as to the whole or any part of the Charged Property; and the Receiver may make any stipulations as to title or conveyance or commencement of title or otherwise as it shall deem proper;
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(j)
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any such Receiver shall have the power to borrow money to carry on the
business of the Chargor or to maintain the whole or any part of the Charged Property, in such amounts as the Receiver may from time to time deem necessary and i
n
so doing, the Receiver may issue certificates that may be payable when the Receiver thinks expedient and shall bear interest as stated therein and the amounts from time to time payable under such certificates shall charge the Charged Property in priority to this Charge;
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(k)
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any such Receiver shall have the power to execute and prosecute all suits, proceedings and actions which the Receiver in its opinion considers necessary for the proper protection of the Charged Property, to defend all suits, proceedings and actions against the Chargor or the Receiver, to appear in and conduct the prosecution and defence of any suit, proceeding or action then pending or thereafter instituted and to appeal any suit, proceeding or action;
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(l)
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any such Receiver shall have the full power to manage, operate, amend, repair,
alter or extend the Charged Property, or any part thereof, in the name of the Chargor for the purpose of securing the payment of rentals from the Charged
Property or any part thereof;
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(m)
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any such Receiver shall not be liable to the Chargor to account: for moneys or damages other than cash received by it with respect to the Charged Property or any part thereof and out of such cash so
received
every such Receiver shall pay in the following order:
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(i)
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its remuneration;
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(ii)
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all payments made or incurred by the Receiver in connection with the management, operation, amendment, repair, alteration or extension of the Charged Property or any part thereof;
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(iii)
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in payment of interest, principal and other money which may from time to time be or become a charge upon the Charged Property in priority to moneys owing hereunder and all taxes, insurance premiums and every other proper expenditure made or incurred by it with respect to the Charged Property or any part thereof;
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(iv)
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in payment of all interest and arrears of interest and any other moneys remaining unpaid hereunder,
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(v)
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the residue of any money so received by the Receiver shall be applied to the principal sum or any other amounts from time to time owing under
this
Charge;
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(vi)
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subject to subparagraph (v) above, in the discretion of the Receiver, interest, principal and other moneys which may from time to time constitute a charge or encumbrance on the Charged Property subsequent in priority or subordinate to the interest of the Chargee under this Charge;
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22.
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Payments
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(a)
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All payments shall be applied firstly on account of interest calculated as aforesaid on the balance of the principal amount outstanding from time to time except that in the case of default hereunder, the Chargee may then apply any payment(s) received during default in whatever order it may elect as between taxes, interest, repairs, insurance, legal fees (on a solicitor and client basis) or any other payments made on behalf of the Chargor. All payments and charges and fees upon which H.S.T. is chargeable shall include an additional H.S.T. component. |
23.
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Notice
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24.
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Invalidity
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25.
|
Power of Sale
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$318,000.00 CAD | July 4, 2014 |
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(a)
|
Upon sufficient capitalization of the Company.
|
|
(a)
|
Failure to Pay
. The nonpayment when due of any interest or principal as provided in this Note if any such nonpayment shall not be cured within ten (10) days of the date when due;
|
|
(b)
|
Voluntary Bankruptcy or Insolvency Proceedings
. Maker shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, or voluntarily terminate operations, (ii) make a general assignment for the benefit of any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, (v) admit in writing its inability to pay debts as the debts become due, or (vi) take any action for the purpose of effecting any of the foregoing; or
|
|
(c)
|
Involuntary Bankruptcy or Insolvency Proceedings
. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Maker of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Maker or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed or discharged within 20 days of commencement.
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By:
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/S/ Benjamin Ward | ||
Benjamin Ward, President & CEO |
Attest:
|
||||
Name:
|
||||
Title:
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$185,000.00 CAD
|
July 4, 2014
|
|
(a)
|
Upon sufficient capitalization of the Company.
|
|
(a)
|
Failure to Pay
. The nonpayment when due of any interest or principal as provided in this Note if any such nonpayment shall not be cured within ten (10) days of the date when due;
|
|
(b)
|
Voluntary Bankruptcy or Insolvency Proceedings
. Maker shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, or voluntarily terminate operations, (ii) make a general assignment for the benefit of any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, (v) admit in writing its inability to pay debts as the debts become due, or (vi) take any action for the purpose of effecting any of the foregoing; or
|
|
(c)
|
Involuntary Bankruptcy or Insolvency Proceedings
. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Maker of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Maker or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed or discharged within 20 days of commencement.
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By:
|
/S/ Benjamin Ward
|
|
Benjamin Ward, President & CEO
|
||
Attest:
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|
|
Name:
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|
|
Title:
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|