Item 1.01. Entry into a Material Definitive Agreement.
On November 27, 2017, Black Cactus Global, Inc. f/k/a Envoy Group Corp. (the “Company”) entered into an agreement with Bellridge Capital, L.P. (“Bellridge”), an unrelated third party. Bellridge is loaning the Company a minimum of $500,000.00 to a maximum of $1,500,000.00. The first tranche of $500,000.00 will be paid at Closing. In connection with the loan, the Company is issuing Bellridge its Senior Secured Convertible Promissory Note for $500,000.00 which has a maturity date of one year and is due on November 27, 2018. The interest rate is five percent (5%) per annum. The Note may be converted at the lesser of $.10 per share or seventy percent (70%) of the lowest traded price of the Company’s common stock for twenty consecutive days immediately prior to the conversion date. The Note may be prepaid in accordance with the terms set forth in the Note. The Note also contains certain representations, warranties, covenants and events of default including, among other things, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission (the “SEC”). If an event of default occurs, the amount of the principal and interest rate due under the Debenture increases and, at the option of the Bellridge and in its sole discretion, it can deem the Note immediately due and payable.
Bellridge will not affect any conversion which will result in its holding more than 4.99% of our common stock. The Note provides for certain penalties for failure to timely deliver stock and contains other protective provisions for Bellridge. $500,000 principal amount of the Note has been funded, the next tranche of $500,000 will be due in 5 days after the Company receives its first comments concerning the registration statement to be filed and the final tranche of $500,000 will be funded upon the effectiveness of the registration statement that we will file covering the shares of our common stock issuable upon conversion of the notes.
The Company and Bellridge also entered into to a Securities Purchase Agreement dated November 27, 2017 (the “SPA”). Pursuant to the SPA, the Company is required to issue 2,793,296 shares of its common stock to Bellridge in connection with the Loan. The Company is also issuing a warrant to Bellridge to purchase 7,894,737 additional shares of the Company’s common stock for a period of four years commencing on May 27, 2018 at an exercise price equal to the lesser $.10 per share or seventy percent (70%) of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days.
In connection with the Note and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register the shares issuable upon conversion of the Note with the Securities and Exchange Commission. The Company also issued security agreements whereby it granted Bellridge a security interest in its assets and intellectual property. The obligations of the Company to repay the Note is guaranteed by the Company’s subsidiaries.
The foregoing descriptions of the terms of the Note, the Warrant, the Security Agreement, the Intellectual Property Security Agreement, the Subsidiary Guarantee Agreement, the SPA and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the complete text of the documents attached as Exhibits 4.1 through 4.5 and Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.