Commitments

9 Months Ended

Aug. 31, 2011

Commitments [Text Block]

17.	Commitments
	a)	The Company entered into a severance agreement with a director and chief executive officer of the Company. The agreement provides for severance arrangements where a change of control of the Company occurs, as defined, and the director is terminated. The compensation payable to the director aggregates $4,000,000 plus the amount of annual bonuses and other benefits that he would have received in the eighteen months following termination.

b)

The Company entered into Indemnity Agreements (“Agreements”) dated December 23, 2009, with each of its directors and executives, Garry L. Anselmo, Stuart McCulloch, Donald G. Balletto, Robert M. Dynes (former director), and John Mackay (collectively, the “Executives”). These agreements supersede all prior agreements whether oral or written. Pursuant to the terms of the Agreements, the Company granted a general indemnification to the Executives against all claims and costs that arise out of the scope or performance of duties as a director or executive officer of the Company. The Agreements are conclusively deemed to commence on, and be effective as of, the day upon which the Executive first became or becomes a director or officer of the Company and survive and remain in full force and effect after the Executive ceases to be a director or officer of the Company and after the termination of the Executive’s employment with the Company.

c)

In January 2011, the Company entered into a new office lease, which commenced on April 1, 2011 until March 31, 2016. Leasehold improvements of $71,747 (Cdn$69,494) received from the landloard as tenant inducements are repayable in full should the Company terminate the lease early without the consent of the landlord. The minimum rent from April 1, 2011 to May 31, 2011 is $6,323 (Cdn$6,193) per month, from June 1, 2011 to September 30, 2013 is $7,815 (Cdn$7,654) per month and from October 1, 2013 to March 31, 2016 will be $8,102 (Cdn$7,935) per month. The Company’s future minimum lease payments under the existing leases entered into during the year are as follows:

Three months ending November 30, 2011	$	23,445 (Cdn$22,962)
Fiscal year ending November 30, 2012		93,780 (Cdn$91,848)
Fiscal year ending November 30, 2013		94,354 (Cdn$92,410)
Fiscal year ending November 30, 2014		97,223 (Cdn$95,220)
Fiscal year ending November 30, 2015		97,223 (Cdn$95,220)
Fiscal year ending November 30, 2016		32,408 (Cdn$31,740)
	$	438,433 (Cdn$429,400)

d)

On November 26, 2010, the Company entered into three year equipment lease that expires on November 30, 2013. The lease payment for the first 35 months will be $2,553 (Cdn$2,500) and the last month will be $1,645 (Cdn$1,611). The lease is secured by the leased equipment.

e)

On April 1, 2011, the Company entered into 1 year consulting agreement in which the Company will issue shares of the Company’s common stock equal in value to Cdn$6,000 plus GST at the average price over the immediate 20 preceding days payable on the 20 th of each month, for an aggregate maximum of 6,000,000 shares of common stock if the consulting services are provided for the full term of this agreement.