Item 3.02 Unregistered Sales of Equity Securities.
1. On April 7, 2020, the Company received a subscription from an offshore arm's length subscriber for 1,998,739 common shares of the Company. The subscription relates to an aggregate of US$79,949.59 advanced to the Company by the subscriber between February 4, 2020 and February 18, 2020, to fund further development of the Company's extraction technology in Asphalt Ridge, Utah, and for working capital. The shares were issued on June 30, 2020, following receipt of the approval of the TSXV, in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
2. The Company and an arm's length creditor have entered a shares-for-debt agreement dated June 2, 2020, pursuant to which the Company has agreed to issue 1,250,000 common shares to the creditor in satisfaction of US$50,000 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exemptions from the registration requirements of the U.S. Securities Act provided by section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder, and similar exemptions under applicable state securities laws.
3. The Company has entered into shares-for-debt agreement dated June 3, 2020 with an offshore arm's length creditor pursuant to which it will issue 2,500,000 common shares in satisfaction of US$100,000 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the U.S. Securities Act.
4. The Company has entered into shares-for-debt agreement dated June 9, 2020 with an offshore arm's length creditor pursuant to which it will issue 160,821 common shares in satisfaction of US$6,433 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the U.S. Securities Act.
5. The Company has entered into shares-for-debt agreement dated June 9, 2020 with an offshore arm's length creditor pursuant to which it will issue 641,481 common shares in satisfaction of US$25,659 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the U.S. Securities Act.
6. The Company has entered into shares-for-debt agreement dated June 11, 2020 with an offshore arm's length creditor pursuant to which it will issue 1,295,256 common shares in satisfaction of US$51,810 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the U.S. Securities Act.
7. The Company has entered into shares-for-debt agreement dated June 11, 2020 with an offshore arm's length creditor pursuant to which it will issue 1,734,944 common shares in satisfaction of CAD$95,422 of indebtedness. Having received TSXV approval, the Company has executed a treasury direction dated July 6, 2020 authorizing the issuance of the shares. The shares have been issued in reliance on the exclusion from registration provided by Rule 903 of Regulation S under the U.S. Securities Act.
8. The Company and an arm's length creditor have entered a shares-for-debt agreement dated June 24, 2020, pursuant to which the Company has agreed to issue 3,333,333 common shares to the creditor in satisfaction of US$100,000 of indebtedness. The transaction remains subject to TSXV approval. Upon receipt of TSXV approval, the shares will be issued in reliance on the exemptions from the registration requirements of the U.S. Securities Act provided by section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder, and similar exemptions under applicable state securities laws.
The Company decided to satisfy the foregoing indebtedness with common shares in order to preserve the Company's cash for use on its extraction technology in Asphalt Ridge, Utah, and for working capital.
All securities referred to herein will be issued as "restricted securities" (as defined in Rule 144(a)(3) under the U.S. Securities Act). In addition, the shares will be subject to a Canadian four-month hold period.