Thanks @Aussie EagleI do not understand what are the outstanding...

Thanks @Aussie Eagle

I do not understand what are the outstanding contractual obligations that require payment? Why are there outstanding contractual issues? And why is it $312,000.00?

Here's an idea, why not ask the shareholders resolve to pay the retiring director in shares at the price that everyone else bought them at in the "company transforming" placement? That would seem reasonable as they didn't buy any when they had the chance. And why should it be only the shareholders whose wealth is destroyed?

Proposed Calculations for a Revised Resolution

$312,000.00 worth of shares at $0.035 = 8,912,285 shares. The holders can be generous and call it an even 9,000,000 shares.

Therefore, current value = 9,000,000 x $0.003 = $27,000

In this example, the retiring director will have experienced the same level of losses as the shareholders. Eminently fair in my view.

And shareholders might also ask - how is it reasonable for a retiring director to expect the company to pay a sum for outstanding contractual obligations but the BOD (including the retiring director) seem incapable of collecting the $1,200,000 owed to it by another entity controlled by the retiring director.

Shareholders ... who / what are they?