On January 5, 2017, the Company issued 5,000,000 shares of restricted common stock to National Advisors Corporation, a Wyoming corporation, as consideration for a settlement agreement and mutual release of all claims. Terms for the settlement required the cancellation and return to treasury of 34.5 million shares of common stock, and the reissuance of a total of ten million shares in two separate tranches, of which this was the final issuance. The issuance to National Advisors Corporation was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. National Advisors Corporation was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to National Advisors Corporation full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. National Advisors Corporation acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares so purchased cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.
6. Execution of Agreement and Mutual Release of all Claims. Executive agrees to fully execute this Agreement, and the Release attached as Exhibit A, releasing any and all actual or potential claims which Executive may have or may claim to have, arising at any time during his employment with or termination from employment with Employer, except for those claims arising from Employer’s failure to comply with its obligations under Paragraph 12A of the Employment Agreement. Executive’s failure to execute this Agreement and/or Release, or any attempt to rescind this Agreement or that Release, shall terminate this Agreement, and the Parties’ respective rights and obligations under this Agreement. Likewise, Employer agrees to fully execute this Agreement, and by doing so, Employer hereby agrees to release, and hereby does release, any and all actual or potential claims which Employer may have or may claim to have, against Executive, arising at any time during his employment or termination of Executive.
● On March 1, 2021, we entered into a settlement and release agreement with Scott Ogilvie, one of our independent directors for the settlement of all past due director fees and the mutual release of all claims. Pursuant to the agreement, Mr. Ogilvie agreed to waive $231,167 in outstanding director fees in exchange for the following: (i) the payment of $60,000 (of which $30,000 was paid in November 2020 and $30,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021, a common stock purchase option with a Black Scholes’ value of $40,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. We also agreed to amend our non-employee director compensation policy such that on April 1, 2021 each director will be entitled to receive a quarterly Board fee of $5,000 in cash.
On August 15, 2016, we entered into a Settlement and Release Agreement with Tullow and Dana (Settlement Agreement) that returned to us 100% of the interest under the PSC, long-lead item property useful in the drilling of an exploratory well, and $0.7 million in cash, in return for a mutual release of all claims. We also agreed to pay Dana a success fee based upon the certified reserves of the Fatala-1 well if it results in a discovery.
On August 21, 2018, the Company entered into a joint agreement to acquire 51% controlling interest of The Asher Houses’ Pet CBD line for $1,200,000 worth of common shares to be vested over a 12-month period. The Company issued total of 585,368 shares of its common stock valued at $1,200,000 for the acquisition of The Asher Houses’ Pet CBD Line entered on August 21, 2018 and completed the acquisition in the quarter ended June 30, 2019. On June 30, 2020, we entered into an agreement with Lee Asher and the Asher House™ to terminate the consulting agreement with Lee Asher. Pursuant to the termination agreement, the Company transferred its 51% interest in TAH II, LLC to Lee Asher, and agreed to pay a $5,000 final consulting fee. The parties agreed to sell off remaining inventory with the Company received 30% gross proceeds from the sales. The parties agreed to a mutual release of all claims. As of June 30, 2020, the Company and TAH II, LLC terminated the agreement.
On August15, 2016, we entered into a Settlement and Release Agreement with Tullow and Dana ("Settlement Agreement") that gave us 100% of the interest under the PSC, property useful in the drilling of an exploratory well, and cash, in return for a mutual release of all claims. We will record the property received and a gain once they have been inspected and appropriately valued.