Related Party Transactions |
3 Months Ended |
|---|---|
Aug. 31, 2026 | |
| Related Party Transactions | |
| Related Party Transactions | Note 21 – Related Party Transactions
Revive Terra Corp. (“Revive”) is an entity related to the Company through common ownership with members of management (ownership that does not constitute control). The Company subleases part of its Calgary premises to Revive at CAD $4,725 per month and recharges travel and related costs to Revive under a cost-sharing arrangement. On June 11, 2026 the sublease rent receivable from Revive at May 31, 2026 of $41,132 (CAD $56,753), together with the rent for the twelve months from June 2026 to May 2027, was converted into a convertible promissory note receivable from Revive with a face amount attributable to rent of USD $81,314 (CAD $113,400 at a fixed rate of 1.3946), bearing interest at 12% per annum, maturing June 11, 2027 and convertible at the Company’s option into common shares of Revive at $0.30 per share. The note is measured at amortized cost, is presented together with accrued interest as convertible note receivable – related party on the condensed consolidated balance sheet and is classified as current; the holder’s conversion option is not bifurcated because Revive is a private company and the option has no net settlement. At August 31, 2026 the note receivable was $81,314, accrued interest receivable was $2,192, the related deferred rent income for the unexpired portion of the twelve-month period was $30,669 (Note 9) and the receivable for recharged costs, recorded within other assets, was $29,292 (May 31, 2026: $29,253). Sublease income of $10,112 was recognized within other income (expense) for the quarter.
The Company is party to an employment contract with Chad Clovis, Chief Executive Officer, President and Director, under which Mr. Clovis is paid an annual salary of $450,000. On June 4, 2026 the 900,000 options held by Mr. Clovis were cancelled and replaced by a grant of 1,500,000 options at $0.23 per share (Note 18). Mr. Clovis has provided a limited-recourse personal guarantee of the term note described in Note 12 and a personal guarantee of one of the receivables financing arrangements described in Note 13; no consideration was paid to Mr. Clovis for these guarantees and no amount has been recognized in respect of them. There were no other related party transactions during the three months ended August 31, 2026. Subsequent to the quarter end the Company entered into a one-year consulting agreement with a related party, as consideration for which it issued a convertible promissory note with a principal amount of $1,500,000 on the terms described in Note 24. |