DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

On July 29, 2022 the company settled notes and accounts payable valued at $2,979,829 by issuing 716,552 non-voting Series B preferred shares to eight people. Each share converts into ten common shares, so up to about 7.17 million common shares could result, subject to a 4.99% cap on each holder's ownership at any one time. This removes a sizeable amount of debt but adds potential dilution for existing shareholders.

capital raising announcement

As of April 29, 2022 an investor swapped debentures from August 2018 ($245,600) and October 2020 ($317,718) for 600 shares of new non-voting Series D preferred stock with a $600,000 stated value, and cancelled warrants over 38,888,889 pre-split shares. This removes those debentures as debt, but the preferred converts into common at $0.50 post-split, with the price able to fall each quarter from July 1, 2022 to the lowest recent trading price, so it can dilute common holders. A 1-for-500 reverse split is expected in May 2022.

capital raising announcement

On October 19, 2020 the company received $250,000 through a new convertible debenture with a $272,500 principal, 8% interest, due January 1, 2022. It is convertible at an initial $0.50 per share, with the price reset downward each quarter from April 1, 2021 to the recent average price if that is lower. Part of the money will prepay an existing $113,737 convertible note and the rest goes to Passive Portal production (up to 50 units, per the press release) and operating costs. This continues the pattern of small convertible financings; the reset feature could dilute shareholders (inference). The company is also required to register the conversion shares, including those under the January 13, 2020 debenture.

debt financing

On January 17, 2020 the company raised $250,000 from two lenders: a $220,000 15% debenture due January 12, 2021 (received $200,000 after OID) convertible at the lower of $0.60 or 60% of the lowest recent price, and a $171,000 note of which $50,000 was funded, convertible at 55% of the market price. Proceeds go to fabrication equipment for the Passive Portal scanner and an $80,620 note settlement; the discounted conversion terms could dilute shareholders (inference).

debt financing

On May 9, 2019 the board reversed the December 2018 change, restoring the preferred conversion rate to 10 common shares per preferred share (all preferred holders consented), so potential dilution is back to the earlier level. Separately, the company settled its July 2016 $189,000 Firstfire note (about $160,000 owed) for $75,000 in cash ($65,000 paid May 10) plus 150,000 conversion shares; if terms are not met, Firstfire can convert the note after May 31, 2019.

security holder rights change

On October 10, 2018 EMAC Handels AG converted 200,000 Series A preferred shares into 2,000,000 common shares, leaving EMAC with 2,624,605 common shares, or 71.75% of those outstanding. The company also hired Hanover International for consulting and investor relations for a monthly retainer and up to 20,000 warrants, and its address is now Del Mar, California.

capital raising announcement

On September 6, 2018 the company received $250,000 from a six-month debenture with a $275,000 face amount, convertible at $0.60 per share, with 100,000 three-year warrants at $0.70. It is using part of the money to settle old debts: Firstfire ($250,000 cash plus $50,000 in stock, $125,000 already paid) and Crown Bridge ($100,000, $30,000 already paid); if the second payments are not made within 90 days, the old notes stay in place less the amounts paid.

material agreement

On July 12, 2018 the company received $250,000 from a private investor to fund general expenses and development and beta testing of its Passive Portal scanner. The investor gets 100,000 three-year warrants at $2.50 per share and a 5% royalty (the filing's maximum royalty figure is garbled, shown as 'BD%') for two years, plus possible future royalty if a commercial scanner is sold.

material agreement

On June 13, 2017 the company settled $175,182.37 of debt by issuing 1,751,824 Series A preferred shares to two individuals. Each converts into 10 common shares and carries 100 votes, so the holders gain voting power and potential dilution for common holders (inference).

capital raising announcement

The July 2016 Defense Technology Corporation (DTC) acquisition was rescinded effective October 17, 2016, because DTC could not produce the audited financials DTII needed; DTC's owner keeps 100% of DTC and no DTII shares or assets change hands. This reverses the deal the company said it closed on July 15, 2016 and removes the 4,000,000-share issuance to DTC's owner and note holders that was planned under it. On October 19, 2016 DTII signed a new exclusive patent license and contractor agreement with Controlled Capture Systems (CCS) for the same passive scanner technology: $25,000 initial fee, royalty of the greater of 5% of gross sales or $25,000 per six months, 4,000,000 shares to CCS-related investors, and 250,000 more shares on sale of 1,000 units. A $5,000 initial payment to CCS plus hourly pay applies under the contractor agreement. The prototype is still being developed.

material agreement termination

On September 20, 2016 the company arranged funding with Blackbridge Capital: up to $35,000 of 9% nine-month convertible notes (convertible at 72.5% of the lowest trading price in the prior 15 days) and a $2.5 million equity purchase facility over 24 months, with draws priced at 87.5% of the lowest recent trading price. It will pay a commitment fee of 110,000 shares; no notes had been bought, and no draw can happen until a registration statement is filed. Because shares are issued at a discount to market, this could dilute existing holders (inference).

material agreement

Now named Defense Technologies International, the company says it actually closed the Defense Technology Corporation acquisition on July 15, 2016, after extending the planned December 31, 2015 date for due diligence and DTC's documents and financials. This resolves the pending deal: DTC is now a wholly owned subsidiary, and the 4,000,000 shares go to Mr. Vanalstine and DTC note holders. The Long Canyon Gold spin-off is still only a possibility, not expected until DTC's financials are consolidated and only if market conditions warrant.

asset acquisition disposition

This amended filing says Canyon Gold and DTC executed closing documents on December 31, 2015, making DTC a wholly owned subsidiary, which follows the October 2015 agreement. The 4,000,000 shares to DTC's owner Jeffrey Vanalstine and some note holders are authorised and restricted from trading for a year; DTC's audited financials are still to come, and the possible Long Canyon Gold spin-off remains planned. (The July 2016 filing later says the closing was in fact delayed to July 15, 2016.)

asset acquisition disposition

On October 5, 2015 Canyon Gold agreed to buy 100% of Defense Technology Corporation (DTC), a private Colorado company developing a passive walk-through weapons detector, for 4,000,000 common shares, with more Series B preferred shares earnable on sales milestones. The company also agrees to fund DTC product development with three $100,000 payments (Nov 30, Dec 31 and Jan 31), expects to close by November 30, 2015, and intends to try to spin off its Long Canyon Gold subsidiary after closing.

material agreement

On June 6, 2015 Canyon Gold agreed to buy 90% of Vaportech3d LLC, owner of a cedar leaf oil vapor technology for disinfecting buildings, for 500,000 Series B convertible preferred shares, with closing due by July 31, 2015 subject to due diligence. Further Series B shares are payable if sales thresholds are hit, the prior owner keeps 10% and a 5% sales royalty, and the company will try to raise up to $500,000 with no assurance it will succeed. The filing does not mention the earlier Marshall Thomsen cannabis deal.

material agreement

On May 21, 2014 Canyon Gold agreed to buy Marshall Thomsen Ltd., a development-stage company that applied on May 15, 2014 to Health Canada for a licence to grow medicinal cannabis, a move away from gold exploration. The price is 1,000,000 Series B convertible non-voting preferred shares, plus up to 1,000,000 Series A voting preferred shares if the licence is granted and at least $12 million of new funding is raised, and up to 7,000,000 more Series A shares tied to sales. Closing is due by July 31, 2014; the filing says there is no assurance the licence will be granted or that funding can be raised.

material agreement

On April 7, 2014 Canyon Gold agreed with EMAC Handels AG to acquire 100% of 180 mineral claims in the Long Canyon Gold Trend, Elko County, Nevada, in exchange for 12,000,000 new shares (reflecting a 1-for-20 reverse split effected April 4, 2014). EMAC keeps a 3% net smelter royalty, the company bears all claim and exploration costs, and completion is expected in Q2 2014 after due diligence; exploration depends on a technical report and funding.

material agreement