19. Commitments and Contingencies

On May 15, 2017, the Company and Darling Capital reached a settlement agreement related to legal proceedings brought against the Company on January 20, 2017, whereby the Company agreed to pay the Convertible Promissory Notes in three instalments of $350,000 on May 30, 2017; $350,000 on June 12, 2017 and $300,000 on June 26, 2017 totaling $1,000,000 in full. The Company paid $125,000 towards the amount due on May 30, 2017. Since the balance of the payments as agreed were late, Darling entered the Consent Judgment as stipulated in the Settlement Agreement.

As a result, the Company will pay an annual interest rate of 22% on agreed settlement amount of $1,000,000 less payments made from May 15, 2017, the date of the Settlement Agreement, until paid in full. The Company is currently in the process of negotiating a lower rate re-financing to pay the balance due to Darling.

See also Note 12.