curious and 7twigg link :
https://webfiles.thecse.com/2021-03-04_-_Form_7_for_Feb_2021.pdf?R18zME1xVJxwGA7Uulj0fvkjRBgep9n
On February 11, 2021, the Issuer announced that it had entered into a third amending agreement (the “Amending Agreement”) with Mulberry Capital Inc. (“Mulberry”) amending the previously amended terms of a share purchase agreement (the “Share Purchase Agreement”) dated April 25, 2019, between Mulberry and Organic Flower Investment Group Inc. (“Organic”). Pursuant to the Share Purchase Agreement, Organic agreed to acquire all of the issued and outstanding shares of SUHM from Mulberry and agreed to assume all obligations of Mulberry with respect to the funding of the construction and the purchasing of equipment required to operate the Edibles Facility in accordance with a joint venture agreement (the “JV Agreement”) between SUHM and Quality Confections Canada Ltd. On June 7, 2019, the Company acquired all of the interest of Organic in the JV Agreement and assumed all of Organic’s obligations pursuant to the Share Purchase Agreement and JV Agreement. Pursuant to the Amending Agreement, the remaining unpaid portion of the purchase price owing to Mulberry under the Share Purchase Agreement, being an aggregate maximum amount of $27,500,000, shall be forgone by Mulberry in consideration for the following:FORM 7 – MONTHLY PROGRESS REPORT January 2015 Page 5 Agra reconveying a 26.25% ownership interest in SUHM, such ownership percentage shall be non-dilutable to Mulberry until $7,000,000 in debt or equity has been advanced to fund the Edibles and Infusions facility in Winnipeg, Manitoba; and Agra issuing 10% of the issued and outstanding shares of Agra to Mulberry on the date that is the later of it issuing shares pursuant to the JV Agreement and February 8th, 2021. Following the completion of the Offering and payment of the consideration under the Amending Agreement, AgraFlora would own approximately 49.75% of the joint venture comprising the Winnipeg facilities. On February 11, 2021 the Issuer’s Board of Directors approved the settlement of services rendered through the issuance of common shares of the Company (the "Debt Settlement"). Pursuant to the Debt Settlement, the Company issued an aggregate of 1,120,422 common shares of the Company at a deemed price of $0.05 per share to certain creditors of the Company (the "Creditors"). All securities issued will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuance. On February 11, 2021 the Issuer announced that it had entered into an agreement with holders of the Company’s 10.00% Senior Unsecured Convertible Debentures originally due March 12, 2021 to amend the terms of the debentures (the “Amended Debentures”). The maturity date for the Amended Debentures will be extended for an additional twelve months to March 12, 2022 in consideration for the conversion price of the Amended Debentures being reduced to $0.05. Additionally, the Amended Debentures shall pay interest at the rate of twenty percent (20.00%) per annum for the period commencing as of July 1, 2020 and ending as of December 31, 2020. For all periods subsequent to December 31, 2020, the Debentures shall pay interest at the rate of ten percent (10.00%) per annum, calculated and payable semi-annually. The Company has satisfied the aggregate interest payment of $2,700,000 (the “Accrued Interest”) owing on December 31, 2020 pursuant to the Amended Debentures by the issuance of 54,000,000 common shares in the capital of the Company on a pro rata basis to the holders of the Amended Debentures. On February 11, 2021 announced that it had issued 49,667,785 common shares to 10026310 Manitoba Ltd. (the “Manager”) pursuant to the JV Agreement entered into among SUHM, Quality Confections Canada Ltd., the Edibles and Infusions Corporation, and the Manager (the “Joint Venture”). All securities issued in connection with the JV Agreement will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuance. On February 11, 2021 the Issuer additionally announced that it had entered into a settlement agreement (the “Settlement”) with Unicorn Asset Management FORM 7 – MONTHLY PROGRESS REPORT January 2015 Page 6 GmbH, Sivota Holding GmbH, HB Capital GmbH, Tiger Soft Pharma UF (collectively, the “Sellers”) amending the terms of the previously signed share purchase agreement (the “Purchase Agreement”) among the Company and the Sellers. The Purchase Agreement provided for the purchase and sale of all of the issued and outstanding shares of The Good Company GmbH, the parent company of German EU-GDP medical cannabis distributor, Farmako GmbH (“Farmako”), from the Sellers in consideration for (i) a cash consideration of $1,000,000, (ii) the issuance of an aggregate of 47,916,667 common shares (the “Consideration Shares”), and (iii) repayment of certain shareholder loans. Pursuant to the Purchase Agreement, the Consideration Shares are subject to an 18-month lockup period whereby one-third of the Consideration Shares are to be released 6, 12, and 18 months from the closing date, with the final third of the Consideration Shares (the “Third Lock-Up Shares”) being scheduled for release on May 6, 2021 (the “Third Lock-Up Period”). Moreover, the Company is obliged to issue additional common shares (the “Additional Shares”) at the end of the Third Lock-Up Period where the price of the shares on the CSE is below the share price contemplated in the Purchase Agreement, as well as for the achievement of certain milestones (the "Earn-Out Shares"). Accordingly, the Settlement provides that in consideration for the waiver by the Sellers of their entitlement to Additional Shares and Earn-out Shares, Agra shall: (i) release the Third Lock-up Shares with immediate effect; and (ii) issue 20,000,000 common shares of the Company. Once completed, the Company shall have entirely fulfilled its obligations with regard to share issuances under the Purchase Agreement. All securities issued in connection with the JV Agreement will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuance. On February 23, 2021 the Issuer’s board of directors approved the settlement of services rendered through the issuance of common shares of the company. Pursuant to the debt settlements, the Company issued an aggregate of 1,420,018 common shares of the company at a deemed price of $0.05 cents per share to settle $71,000.92 with certain creditors. All securities issued will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuan