Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Document and Entity Information | |
Entity Registrant Name | Triton Emission Solutions Inc. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2016 |
Amendment Flag | false |
Entity Central Index Key | 1,143,238 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 88,170,005 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | dsox |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 337,124 | $ 112,138 |
Accounts receivable | 6,100 | 27,111 |
Prepaids | 63,258 | 46,776 |
Loan receivable | 300,000 | 1,200,000 |
Work in progress | 529,221 | 559,789 |
Total Current Assets | 1,235,703 | 1,945,814 |
Other Assets | ||
Equipment | 29,937 | 32,578 |
Total Other Assets | 29,937 | 32,578 |
Total Assets | 1,265,640 | 1,978,392 |
Current Liabilities | ||
Accounts payable | 132,471 | 112,449 |
Accrued liabilities | 62,292 | 75,304 |
Wages payable | 6,902 | 30,467 |
Unearned revenue | 2,075,000 | 2,075,000 |
Notes and advances payable | 941,728 | 1,063,420 |
Due to related parties | 27,684 | 40,486 |
Derivative liability - warrants | 376,988 | 945,962 |
Derivative liability - conversion feature | 1,721,132 | 2,335,498 |
Loans payable | 2,533,648 | |
Total Current Liabilities | 7,877,845 | 6,678,586 |
Long-Term Liabilities | ||
Long-term loan | 2,003,049 | |
Total Long-Term Liabilities | 2,003,049 | |
Total Liabilities | 7,877,845 | 8,681,635 |
Stockholders' Deficit | ||
Common stock value | 88,170 | 88,145 |
Common stock obligation | 46,410 | 46,410 |
Additional paid-in capital | 63,164,417 | 63,045,602 |
Accumulated deficit | (69,918,172) | (69,890,583) |
Accumulated other comprehensive income | 6,970 | 7,183 |
Total Stockholders' Equity (Deficit) | (6,612,205) | (6,703,243) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,265,640 | $ 1,978,392 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 88,170,005 | 88,145,005 |
Common stock, shares outstanding | 88,170,005 | 88,145,005 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement | ||
Consulting income | $ 22,006 | $ 13,467 |
Royalty income | 1,692 | |
Total revenues | 22,006 | 15,159 |
Operating expenses | ||
Amortization | 2,641 | 2,052 |
General and administrative expense | 559,376 | 462,419 |
Research and development | 8,734 | 44,899 |
Loss before other items | (548,745) | (494,211) |
Other items | ||
Accretion expense | 527,179 | 3,965 |
Gain on change in fair value of derivative liability | 1,183,340 | 808,460 |
Interest expense | 17,415 | 9,329 |
Stock-based compensation | 117,590 | 275,921 |
Net income (loss) | (27,589) | 25,034 |
Foreign exchange translation | (213) | (1,826) |
Comprehensive loss | $ (27,802) | $ 23,208 |
Net income (loss) per common share - basic and diluted | $ 0 | $ 0 |
Weighted common shares outstanding - basic | 88,152,423 | 88,095,005 |
Weighted common shares outstanding - diluted | 88,152,423 | 88,355,531 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Obligation to Issue Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning Balance, shares at Dec. 31, 2014 | 88,095,005 | |||||
Beginning Balance, amount at Dec. 31, 2014 | $ 88,095 | $ 46,410 | $ 62,324,449 | $ (66,250,486) | $ 11,446 | $ (3,780,086) |
Fair value of stock-based compensation | 275,921 | 275,921 | ||||
Translation to reporting currency | (1,826) | (1,826) | ||||
Net income (loss) for the period | 25,034 | 25,034 | ||||
Ending Balance, shares at Mar. 31, 2015 | 88,095,005 | |||||
Ending Balance, amount at Mar. 31, 2015 | $ 88,095 | 46,410 | 62,600,370 | (66,225,452) | 9,260 | (3,480,957) |
Fair value of stock-based compensation | 428,619 | 428,619 | ||||
Fair value of warrants issued for investor relations services | 12,163 | 12,163 | ||||
Shares issued for services, shares | 50,000 | |||||
Shares issued for services, value | $ 50 | 4,450 | 4,500 | |||
Translation to reporting currency | (2,437) | (2,437) | ||||
Net income (loss) for the period | (3,665,131) | (3,665,131) | ||||
Ending Balance, shares at Dec. 31, 2015 | 88,145,005 | |||||
Ending Balance, amount at Dec. 31, 2015 | $ 88,145 | 46,410 | 63,045,602 | (69,890,583) | 7,183 | (6,703,243) |
Fair value of stock-based compensation | 117,590 | 117,590 | ||||
Shares issued for services, shares | 25,000 | |||||
Shares issued for services, value | $ 25 | 1,225 | 1,250 | |||
Translation to reporting currency | (213) | (213) | ||||
Net income (loss) for the period | (27,589) | (27,589) | ||||
Ending Balance, shares at Mar. 31, 2016 | 88,170,005 | |||||
Ending Balance, amount at Mar. 31, 2016 | $ 88,170 | $ 46,410 | $ 63,164,417 | $ (69,918,172) | $ 6,970 | $ (6,612,205) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (27,589) | $ 25,034 |
Non cash items | ||
Accretion expense | 527,179 | 3,965 |
Amortization | 2,641 | 2,052 |
Interest expense | 3,420 | 4,839 |
Foreign exchange gain (loss) | (14,313) | 27,663 |
Gain on change in fair value of derivative liability | 1,183,340 | 808,460 |
Investor relations fees | 1,250 | |
Stock-based compensation | 117,590 | 275,921 |
Changes to operating assets and liabilities: | ||
Accounts receivable | 21,157 | (6,351) |
Prepaids | (16,418) | 10,681 |
Work in progress | 30,528 | (113,375) |
Accounts payable | 15,541 | (31,932) |
Accrued liabilities | (13,049) | 33,384 |
Wages payable | (23,853) | (37,201) |
Due to related parties | (12,784) | (6,764) |
Accrued interest | 13,995 | 4,490 |
Net cash provided by (used in) operating activities | (529,419) | (671,380) |
Cash Flows from Financing Activities | ||
Proceeds from long-term loan | 900,000 | 900,000 |
Repayment of notes payable | 150,000 | |
Net cash provided by financing activities | 750,000 | 900,000 |
Cash Flows from Investing Activities | ||
Effects of foreign currency exchange | 4,405 | (1,826) |
Net increase in cash | 224,986 | 226,794 |
Cash, beginning of period | 112,138 | 560,144 |
Cash, end of period | $ 337,124 | $ 786,938 |
Supplemental Disclosure of Cash Flow Information: | ||
Income tax | ||
Interest |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS Triton Emission Solutions Inc. (the Company) was incorporated in the state of Delaware on March 2, 2000 and is listed on the OTCQB under the symbol DSOX. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. On November 13, 2014, the Company established a wholly owned subsidiary in Sweden, Triton Emission Solutions International AB (the Subsidiary). The Companys main focus is the development and marketing of its proprietary DSOX Fuel Purification (the DSOX) and Njord Exhaust Gas Scrubber (the Njord) Systems, designed to remove sulfur from marine fuel and exhaust gases. The technology is currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies. Basis of presentation The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2015, included in the Companys report on Form 10-K. Reclassifications Certain prior period amounts in the accompanying unaudited consolidated interim financial statements have been reclassified to conform to the current periods presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented. During the period ended March 31, 2016, the Company adopted ASU 2015-03 Guidance on Presentation of Debt Issuance Costs issued by the Financial Accounting Standards Board (FASB) and started recognizing financing costs associated with loans received as a direct deduction from the face amount of the loans. The amortization of the financing costs is being reported as interest expense. The Company reclassified its prior period balances to conform to the current periods presentation. Going Concern The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Related Party Transactions Disclosure | NOTE 2 - RELATED PARTY TRANSACTIONS Amounts due to related parties, other than notes payable to related parties and KF Business Ventures loans (Notes 4 and 5), at March 31, 2016 and December 31, 2015: March 31, 2016 December 31, 2015 Due to a company controlled by the Chief Financial Officer (CFO) $ 703 $ 703 Due to the Chief Executive Officer (CEO) 11,988 10,490 Due to the President and Chief Technical Officer (CTO) 14,798 14,798 Due to the former Vice President (VP) of Engineering 195 195 Due to the CEO and President of Subsidiary -- 14,300 Due to related parties $ 27,684 $ 40,486 Amounts are unsecured, due on demand and bear no interest. The Company incurred the following expenses with related parties: March 31, 2016 March 31, 2015 Salary paid to the CEO $ 67,500 $ 7,159 Fair value of options issued to the CEO (Note 6) 35,093 156,971 Administrative fees incurred to a company controlled by the CFO 45,000 22,500 Management fees incurred to the CFO -- 22,500 Salary paid to the President and CTO 67,500 67,500 Fair value of options issued to a Director and Chairman (Note 6) 79,371 114,098 Salary paid to the Senior VP of Business Development 67,500 67,500 Salary paid to the former VP of Engineering 21,000 35,001 Salary paid to the President and CEO of the Subsidiary 26,105 27,882 Fair value of options issued to the President and CEO of the Subsidiary (Note 7) -- 4,852 Total transactions with related parties $ 409,069 $ 525,963 |
Equipment Disclosure
Equipment Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Equipment Disclosure | NOTE 3 - EQUIPMENT Amortization schedule for the equipment: March 31, 2016 December 31, 2015 Beginning of period $ 32,578 $ 31,093 Additions -- 11,354 Amortization (2,641) (9,869) End of period $ 29,937 $ 32,578 The equipment consists of testing and laboratory tools and machinery, which is amortized on a straight-line basis over its useful life of five years. |
Notes and Advances Payable Disc
Notes and Advances Payable Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Notes and Advances Payable Disclosure | NOTE 4 - NOTES AND ADVANCES PAYABLE The tables below summarize the short-term loans outstanding as at March 31, 2016 and December 31, 2015: As at March 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 10,810 $ 37,810 49,500 7% 22,920 72,420 146,481 6% 37,879 184,360 26,942 0% -- 26,942 600,000 6% 20,196 620,196 $ 849,923 $ 91,805 $ 941,728 As at December 31, 2015 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 10,068 $ 37,068 49,500 7% 21,674 71,174 137,283 6% 32,948 170,231 173,911 0% -- 173,911 600,000 6% 11,036 611,036 $ 987,694 $ 75,726 $ 1,063,420 Quarry Bay and Tradex Loans and Advances On April 7, 2015, the Company received a demand notice to repay outstanding notes payable issued to Quarry Bay Capital LLC. and Tradex Capital Corp. On April 17, 2015, the Company made a payment of $100,000. On August 4, 2015, the Company reached an agreement with the lenders to extend the repayment of the outstanding loans in consideration for a $10,000 extension fee. The lenders agreed to extend the repayment term of 50% of the amount outstanding to September 26, 2015 and the repayment term of the remaining 50% balance to November 25, 2015. As at December 31, 2015, the Company repaid a total of $150,000. During the three month period ended March 31, 2016, the Company repaid an additional $150,000. The repayments were applied to non-interest bearing loans only. Subsequent to March 31, 2016, further $50,000 was repaid. As at March 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total Quarry Capital Loan* $ 146,481 6% $ 37,879 $ 184,360 Tradex Capital Loan* 11,942 0% -- 11,942 $ 158,423 $ 37,879 $ 196,302 *The carrying value of these loans are denoted in Canadian dollars and are translated into US dollars at the end of each reporting period. As at December 31, 2015 Principal Outstanding Interest Rate per Annum Accrued Interest Total Quarry Capital Loan $ 33,000 0% $ -- $ 33,000 Quarry Capital Loan* 137,283 6% 32,949 170,232 Tradex Capital Loan 15,000 0% -- 15,000 Tradex Capital Loan* 110,910 0% -- 110,910 $ 296,193 $ 32,949 $ 329,142 *The carrying value of these loans are denoted in Canadian dollars and are translated into US dollars at the end of each reporting period. Norling Bridge Loans On July 28, 2015 and November 6, 2015, the Company entered into a two separate bridge loan agreements (the Norling Loans) with its President and CTO, Rasmus Norling. Pursuant to the Norling Loans, Mr. Norling agreed to lend to the Company total of $400,000 in exchange for unsecured promissory notes. The loans have an effective interest rate of 6%, respectively, and are due December 31, 2016. During the three month period ended March 31, 2016, the Company recorded $6,102 in interest expense associated with the Norling Loans (2015 - $Nil). As at March 31, 2016, the Company owed $413,096 (2015 - $406,995) under the Norling Loans. KF Business Ventures Bridge Loan On August 31, 2015, the Company entered into a bridge loan agreement with KF Business Ventures, LP (KFBV), a company controlled by a director of the Company, whereby KFBV agreed to lend to the Company $200,000 in exchange for an unsecured promissory note (the KFBV Bridge Loan). The loan has an effective interest rate of 6%, and is due December 31, 2016. During the three month period ended March 31, 2016, the Company recorded $3,059 in interest expense associated with the KFBV Bridge Loan (2015 - $Nil). As at March 31, 2016, the Company owed $207,100 (2015 - $204,041) under the KFBV Bridge Loan. |
KFBV Loans and Derivative Liabi
KFBV Loans and Derivative Liability Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
KFBV Loans and Derivative Liability Disclosure | NOTE 5 - KFBV LOANS AND DERIVATIVE LIABILITY First KF Business Ventures Loan Agreement On January 15, 2014, the Company entered into a binding letter agreement with KF Business Ventures, LP (KFBV), a company controlled by a director of the Company (the Lender), which was superseded by the formal definitive loan agreement signed on February 11, 2014, and further amended on March 10, 2014, September 8, 2014, and on December 17, 2015 (the First KF Loan Agreement). Under the First KF Loan Agreement the Lender agreed to lend to the Company up to $2,000,000 in four equal installments of $500,000 each (the First KF Loan). Pursuant to the First KF Loan Agreement (as amended on March 10, 2014) the principal and interest were to become payable in 18 equal monthly installments commencing on January 1, 2015, with the Company having the right to prepay the First KF Loan at any time in increments of not less than $250,000. The First KF Loan is unsecured and has effective interest rate of 1,130%, which was due primarily to the recording of non-cash accretion interest. In consideration for the First KF Loan Agreement, as amended on March 10, 2014 (the March Amendment), the Company issued to the Lender non-transferrable share purchase warrants to purchase a total of 6,904,546 shares exercisable at a price of $1.00 per share (the First KF Warrants) (Note 6). Warrants for 2,450,000 shares had an original expiry date of January 15, 2015, and warrants for 4,454,546 shares had an original expiry date of January 15, 2018. At the discretion of the Lender the First KF Warrants for up to 3,452,273 shares of common stock could have been acquired by way of a cashless exercise. The First KF Warrants included a down-round provision whereby the exercise price of the First KF Warrants could have been adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the First KF Warrants (the Down-Round Provision). The First KF Warrants were determined to be a derivative under ASC 815; therefore, at initial measurement, the proceeds were allocated to the fair value of the warrants first and any residual proceeds to the principal of the First KF Loan. At issuance date, the fair value of the First KF Warrants was $5,128,110 and a value of $Nil was allocated to the principal. On September 8, 2014, the Company entered into a Second Amendment Agreement (the September Amendment) to extend the maturity of the First KF Loan to January 15, 2016, and replace 18 equal monthly installments with a one-time payment of principal and accrued interest. Furthermore, the Company was given an option to further extend the repayment of the First KF Loan to January 15, 2017 by issuing additional share purchase warrants (the First Extension Warrants) equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants were to have an initial exercise price of $0.50 per share expiring on September 1, 2021. As consideration for the September Amendment, the Company issued to the Lender additional warrants for the purchase of up to 2,350,000 shares (the September Warrants), with an initial exercise price of $0.50 per share and expiring on January 15, 2019, with cashless exercise rights for up to 1,175,000 shares. In addition, the Company agreed to decrease the exercise price for the First KF Warrants (the Amended Warrants) from $1.00 per share to $0.50 per share and extend the expiration date of warrants for up to 2,450,000 shares of the Companys common stock from January 15, 2015 to January 15, 2016. The September Warrants also included the Down-Round Provision (Note 6). The incremental increase in the fair value of the Amended Warrants and the fair value of the September Warrants was determined to be $970,893 and was recorded as a financing cost during the year ended December 31, 2014. On December 17, 2015 (the December Amendment Date), as part of the second definitive Letter Agreement with KFBV (the Second KF Letter Agreement), which was superseded by a formal Loan Agreement dated January 8, 2016, the Company agreed to decrease the exercise price for Amended Warrants and September Warrants from $0.50 per share to $0.10 per share and extend the expiration date of warrants to January 15, 2021. In addition, the Company exercised its option to extend the maturity of the First KF Loan to January 15, 2017 by issuing the Lender 1,194,332 First Extension Warrants, being an equivalent to one-half of the outstanding principal and unpaid interest on the First KF Loan as at January 15, 2016. First Extension Warrants have an initial exercise price of $0.10 per share expiring on September 1, 2021. The incremental increase in the fair value of the Amended Warrants and September Warrants and the fair value of the First Extension Warrants was determined to be $167,706 and has been recorded as a financing cost during the year ended December 31, 2015. During the three month period ended March 31, 2016, the Company recognized accretion expense of $239,079 (March 31, 2015 - $3,504). At March 31, 2016, the fair value of the derivative liabilities associated with the warrants issued pursuant to the First KF Loan Agreement was $129,442 (December 31, 2015 - $296,033). At March 31, 2016 and December 31, 2015 the fair values of Amended Warrants, September Warrants, and First Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.8 - 5.42 years 5 - 5.71 years Risk-Free Interest Rate 1.26% 1.73%-1.76% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32-60% 32-60% Second KF Business Ventures Loan Agreement On July 28, 2014, the Company entered into a second loan agreement with the Lender (the Second KF Loan Agreement). Under the Second KF Loan Agreement, the Lender agreed to lend to the Company $2,400,000 (the Second KF Loan), to be advanced in eight equal installments of $300,000 each, commencing on September 1, 2014, and on the first day of each consecutive calendar month thereafter until fully advanced. The initial maturity date under the Second KF Loan Agreement was January 15, 2016, with an option to further extend the maturity date to January 15, 2017 by issuing additional share purchase warrants (the Second Extension Warrants) equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Second KF Loan is unsecured and has an effective interest rate of 1,729%, which was due primarily to the valuation of the warrants issued as consideration for the Second KF Loan. In consideration for the Second KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 9,600,000 shares of the Companys common stock, exercisable at a price of $0.50 per share for a period expiring September 1, 2019 (the Second KF Warrants) (Note 11). At the discretion of the Lender the Second KF Warrants for up to 4,800,000 shares of common stock can be acquired by way of a cashless exercise. The Second KF Warrants were determined to be a derivative under ASC 815; therefore, at initial measurement, the proceeds were allocated to the fair value of the Second KF Warrants first and any residual proceeds to the loan principal. At issuance date, the fair value of the Second KF Warrants was $5,388,652 and a value of $Nil was allocated to the principal. On December 17, 2015, as part of the Second KF Letter Agreement, which was superseded by a formal Loan Agreement dated January 8, 2016, the Company agreed to decrease the exercise price for the Second KF Warrants from $0.50 per share to $0.10 per share and extend the expiration date of these warrants to January 15, 2021. The Second KF Warrants included a down-round provision whereby the exercise price of the Second KF Warrants could have been adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the Second KF Warrants. In addition, the Company exercised its option to extend the maturity of the Second KF Loan to January 15, 2017 by issuing the Lender 1,337,320 Second Extension Warrants, being an equivalent to one-half of the outstanding principal and unpaid interest as at January 15, 2016. Second Extension Warrants have an initial exercise price of $0.10 per share expiring on September 1, 2021. The incremental increase in the fair value of the Second KF Warrants and the fair value of the Second Extension Warrants was determined to be $83,656 and has been recorded as a financing cost during the year ended December 31, 2015. During the three month period ended March 31, 2016, the Company recognized accretion expense of $288,053 (March 31, 2015 - $461). At March 31, 2016, the fair value of the derivative liabilities associated with the Second KF Warrants and the Second Extension Warrants was $121,626 (December 31, 2015 - $375,369). At March 31, 2016 and December 31, 2015, the fair values of the Second KF Warrants and Second Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.8 - 5.42 years 5.05 - 5.71 years Risk-Free Interest Rate 1.26% 1.73% - 1.76% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% - 60% 15% - 60% Third KF Business Ventures Loan Agreement On December 17, 2015, the Company entered into a Second KF Letter Agreement with the Lender, which was ratified by the formal definitive loan agreement signed on January 8, 2016 (the Third KF Loan Agreement). Under the Third KF Loan Agreement, the Lender agreed to lend to the Company $1,500,000 (the Third KF Loan), to be advanced in five equal installments of $300,000 each, commencing on execution of the Second KF Letter Agreement, and on the first day of each consecutive calendar month thereafter until fully advanced. As of March 31, 2016, the Company received $1,200,000 under the Third KF Loan Agreement; the remaining $300,000 was recorded as a loan receivable and was received subsequent to March 31, 2016. The maturity date under the Third KF Loan Agreement is January 15, 2017. The Third KF Loan is unsecured and has an effective interest rate of 2,339%, which was due primarily to the recording of non-cash accretion interest. At the discretion of the Lender the principal and accrued but unpaid interest under the Third KF Loan may be converted into shares of the Companys common stock at a conversion price of $0.10 per share, in minimum increments of $250,000 (the Third KF Loan Conversion Feature). The Down-Round Provision is included in the Third KF Loan Conversion Feature. In consideration for the Third KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 8,000,000 shares of the Companys common stock, exercisable at a price of $0.10 per share for a period expiring January 15, 2021 (the Third KF Warrants). At the discretion of the Lender the Third KF Warrants for up to 4,000,000 shares of common stock can be acquired by way of a cashless exercise (Note 6). The Down-Round Provision is included in the Third KF Warrants. The Third KF Warrants and the Third KF Loan Conversion Feature were determined to be derivatives under ASC 815; therefore, at initial measurement, the proceeds were allocated to the Third KF Warrants and the Third KF Loan Conversion Feature on a pro-rata basis first and any residual proceeds to the principal. At issuance date, the fair value of the Third KF Warrants and the Third KF Loan Conversion Feature was $509,760 and $990,239 respectively and a value of $1 was allocated to the principal. During the three month period ended March 31, 2016, the Company recognized accretion expense of $47 (2015 - $Nil). At March 31, 2016, the fair value of the derivative liability associated with the Third KF Warrants and the Third KF Loan Conversion Feature was $125,920 (2015 - $274,560) and $1,721,132 (2015 - $2,335,498), respectively. The fair value of the Third KF Warrants was calculated using the Binomial Lattice model at the grant date, and was revalued at the reporting dates using the following assumptions: At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.80 years 5.05 years Risk-Free Interest Rate 1.26% 1.76% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% The fair value of the Third KF Loan Conversion Feature was calculated using the Binomial Lattice model at the grant date, and was revalued at the reporting dates using the following assumptions: At March 31, 2016 At December 31, 2015 Expected Life 0.79 years 1.04 years Risk-Free Interest Rate 0.59% 0.65% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% Summary of the Loans Payable A summary of the discounted carrying value, deferred financing costs, accumulated accrued interest, and principal of the loans payable is as follows: As at March 31, 2016 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 1,543,169 $ 2,000,000 $ 438,743 $ 2,438,763 Second KF Loan Payable 1,001,329 2,400,000 330,712 2,730,712 Third KF Loan Payable* 48 1,500,000 22,681 1,522,681 2,544,546 5,900,000 792,136 6,692,136 Deferred Financing Costs (10,898) -- -- - $ 2,533,648 $ 5,900,000 $ 792,136 $ 6,692,136 * As at March 31, 2016, $300,000 in principal under the Third KF Loan remained receivable. As at December 31, 2015 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 1,304,090 $ 2,000,000 $ 378,897 $ 2,378,897 Second KF Loan Payable 713,276 2,400,000 263,700 2,663,700 Third KF Loan Payable* 2 1,500,000 1,151 1,501,151 2,017,368 5,900,000 643,748 6,543,748 Deferred Financing Costs (14,319) - - - $ 2,003,049 $ 5,900,000 $ 643,748 $ 6,543,748 * As at December 31, 2015, $1,200,000 in principal under the Third KF Loan remained receivable. Summary of the Derivative Liability - Conversion Feature A summary of the derivative liabilities associated with the Conversion Feature under the Third KF Loan Agreement is as follows: As at March 31, 2016 Fair Value at December 31, 2015 Incremental Increase in Fair Value for Issuance Change on Revaluation at Reporting Date Fair value at March 31, 2016 Third KF Loan Conversion Feature $ 2,335,498 $ Nil $ (614,366) $ 1,721,132 As at December 31, 2015 Fair Value at December 31, 2014 Incremental Increase in Fair Value for Issuance Change on Revaluation at Reporting Date Fair Value at December 31, 2015 Third KF Loan Conversion Feature $ Nil $ 990,239 $ 1,345,259 $ 2,335,498 Summary of the Derivative Liabilities - Warrants A summary of the derivative liabilities associated with the warrants under the KF Loan Agreements and their amendments is as follows: As at March 31, 2016 Fair Value at December 31, 2015 Incremental Increase in Fair Value for Modification / Issuance Change on Revaluation at Reporting Date Fair Value at March 31, 2016 9,254,546 warrants (Amended Warrants and September Warrants) $ 253,944 $ Nil $ (143,445) $ 110,499 1,194,332 warrants (First Extension Warrants) 42,089 Nil (23,146) 18,943 9,600,000 warrants (Second KF Warrants) 329,472 Nil (229,056) 100,416 1,337,320 warrants (Second Extension Warrants) 45,897 Nil (24,687) 21,210 8,000,000 warrants (Third KF Warrants) 274,560 Nil (148,640) 125,920 Total $ 945,962 $ Nil $ (568,974) $ 376,988 As at December 31, 2015 Fair value at December 31, 2014 Incremental Increase in Fair Value for Modification / Issuance Change on Revaluation at Reporting Date Fair Value at December 31, 2015 9,254,546 warrants (Amended Warrants and September Warrants) $ 1,203,944 $ 91,603 $ (1,041,603) $ 253,944 1,194,332 warrants (First Extension Warrants) -- 76,103 (34,014) 42,089 9,600,000 warrants (Second KF Warrants) 1,787,241 (1,558) (1,456,211) 329,472 1,337,320 warrants (Second Extension Warrants) -- 85,214 (39,317) 45,897 8,000,000 warrants (Third KF Warrants) -- 509,760 (235,200) 274,560 Total $ 2,991,185 $ 761,122 $ (2,806,345) $ 945,962 KF Business Ventures, Deferred Financing Costs The Company recorded $50,538 (December 31, 2015 - $50,538) in legal fees associated with securing the KFBV Loans. These fees are amortized over the remaining life of the loans; as of March 31, 2016, the Company recorded $3,420 (March 31, 2015 - $4,839) in interest expense associated with the amortization of these legal fees. During the period ended March 31, 2016, the Company started recognizing the deferred financing costs related to the loans as a direct deduction from the face amount of the loans. |
Share Capital Disclosure
Share Capital Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Share Capital Disclosure | NOTE 6 - SHARE CAPITAL On March 4, 2016, pursuant to the Consulting Agreement with an unrelated party for investor relations services dated for reference September 4, 2015, the Company issued to the Consultant 25,000 shares of its common stock with a fair value of $1,250. As of March 31, 2016, the Company has reserved further 25,000 shares of its common stock for issuance on June 4, 2016. Warrants A continuity schedule of warrants is as follows: March 31, 2016 December 31, 2015 Warrants, beginning 39,886,198 29,104,546 Warrants, issued -- 10,781,652 Warrants, outstanding 39,886,198 39,886,198 Details of warrants outstanding as at March 31, 2016 are as follows: Exercise price Expiry date Number of warrants outstanding $1.00 March 10, 2017 10,000,000 $0.50 August 1, 2018 500,000 $0.10 January 15, 2021 26,854,546 $0.10 September 1, 2021 2,531,652 39,886,198 At March 31, 2016, the weighted-average exercise price and remaining contractual life of the outstanding share purchase warrants were $0.33 and 3.84 years, respectively. Options A summary of options is as follows: March 31, 2016 December 31, 2015 Options, beginning 6,300,000 2,600,000 Options, granted -- 3,800,000 Options, forfeited -- (100,000) Options, outstanding 6,300,000 6,300,000 Options, exercisable 3,200,000 2,700,000 During the three month period ended March 31, 2016, the Company did not grant any options. At March 31, 2016, the weighted-average exercise price and remaining contractual life of the outstanding options to purchase the shares of the Companys common stock were $0.34 and 5.40 years, respectively. Details of options outstanding as at March 31, 2016 are as follows: Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 1,000,000 $0.50 December 1, 2014 100,000 100,000 $0.50 March 6, 2015 3,000,000 1,500,000 $0.50 May 1, 2015 500,000 500,000 $0.50 May 1, 2015 100,000 -- $0.50 July 8, 2015 100,000 100,000 6,300,000 3,200,000 Effective September 8, 2014, the Company adopted the 2014 Stock Option Plan (the "2014 Plan"). The 2014 Plan allows the Company to grant awards to its officers, directors and employees. In addition, the Company may grant awards to individuals who act as consultants to the Company, so long as those consultants do not provide services connected to the offer or sale of the Companys securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Companys securities. The Company reserved a total of 13,200,000 shares of its common stock for issuance under the 2014 Plan. However, under the terms of the 2014 Plan, at any time after January 1, 2015, the Company can increase the number of authorized shares available under the 2014 Plan up to 15% of the total number of shares of common stock then outstanding. On September 8, 2014, the Company granted options to acquire up to 2,500,000 shares of the Companys common stock to a Director (the Options). These Options were issued under the 2014 Plan. The Options vest at a rate of 500,000 shares per year, beginning September 1, 2014, and had initial exercise price of $0.50 per share. The Options expire 5 years after the vesting date thereof. On December 17, 2015, the Options were repriced to $0.10 in accordance with the provisions under the Stock Option Agreement with the Director. During the three month period ended March 31, 2016, the fair value of these Options was $953,885, of which $79,371 was recognized as stock-based compensation during the period ended March 31, 2016 (2015 - $114,098). The fair value was determined using the Black-Scholes Option pricing model at the grant date using the following assumptions: At September 8, 2014 Expected Option Life 5 years Average Risk-Free Interest Rate 1.98% Expected Dividend Yield Nil Average Expected Stock Price Volatility 118% On March 6, 2015, the Company granted options to acquire up to 3,000,000 shares of the Companys common stock at an exercise price of $0.50 per share to the CEO and a director of the Company. These Options were issued under the 2014 Plan. Options to acquire up to 1,000,000 shares of the Companys common stock vested on March 23, 2015. The remaining 2,000,000 options vest at a rate of 500,000 shares per year, beginning March 23, 2016. The options expire 5 years after the vesting date. During the three month period ended March 31, 2016, the fair value of these Options was $413,944, of which $35,093 was recognized as stock-based compensation during the period ended March 31, 2016 (2015 - $156,971). The fair value was determined using the Black-Scholes Option pricing model at the grant date using the following assumptions: At March 23, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.41 - 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% On May 1, 2015, the Company granted options to acquire up to 100,000 shares of the Companys common stock at an exercise price of $0.50 per share to an employee of its Subsidiary. These Options were issued under the 2014 Plan. The options vest on May 5, 2016, and expire on May 5, 2021, subject to certain early termination conditions. During the three month period ended March 31, 2016, the fair value of these Options was $12,711, of which $3,126 was recognized as stock-based compensation during the period ended March 31, 2016 (2015 - $Nil). The fair value was determined using the Black-Scholes Option pricing model at the grant date using the following assumptions: At May 1, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% |
Organization and Nature of Op13
Organization and Nature of Operations: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of presentation The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2015, included in the Companys report on Form 10-K. |
Organization and Nature of Op14
Organization and Nature of Operations: Reclassifications Policy (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Reclassifications Policy | Reclassifications Certain prior period amounts in the accompanying unaudited consolidated interim financial statements have been reclassified to conform to the current periods presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented. During the period ended March 31, 2016, the Company adopted ASU 2015-03 Guidance on Presentation of Debt Issuance Costs issued by the Financial Accounting Standards Board (FASB) and started recognizing financing costs associated with loans received as a direct deduction from the face amount of the loans. The amortization of the financing costs is being reported as interest expense. The Company reclassified its prior period balances to conform to the current periods presentation. |
Organization and Nature of Op15
Organization and Nature of Operations: Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Going Concern | Going Concern The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock. |
Related Party Transactions Di16
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Related Party Transactions | March 31, 2016 December 31, 2015 Due to a company controlled by the Chief Financial Officer (CFO) $ 703 $ 703 Due to the Chief Executive Officer (CEO) 11,988 10,490 Due to the President and Chief Technical Officer (CTO) 14,798 14,798 Due to the former Vice President (VP) of Engineering 195 195 Due to the CEO and President of Subsidiary -- 14,300 Due to related parties $ 27,684 $ 40,486 |
Related Party Transactions Di17
Related Party Transactions Disclosure: Schedule of expenses with related parties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of expenses with related parties | March 31, 2016 March 31, 2015 Salary paid to the CEO $ 67,500 $ 7,159 Fair value of options issued to the CEO (Note 6) 35,093 156,971 Administrative fees incurred to a company controlled by the CFO 45,000 22,500 Management fees incurred to the CFO -- 22,500 Salary paid to the President and CTO 67,500 67,500 Fair value of options issued to a Director and Chairman (Note 6) 79,371 114,098 Salary paid to the Senior VP of Business Development 67,500 67,500 Salary paid to the former VP of Engineering 21,000 35,001 Salary paid to the President and CEO of the Subsidiary 26,105 27,882 Fair value of options issued to the President and CEO of the Subsidiary (Note 7) -- 4,852 Total transactions with related parties $ 409,069 $ 525,963 |
Equipment Disclosure_ Amortizat
Equipment Disclosure: Amortization Schedule for Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Amortization Schedule for Equipment | March 31, 2016 December 31, 2015 Beginning of period $ 32,578 $ 31,093 Additions -- 11,354 Amortization (2,641) (9,869) End of period $ 29,937 $ 32,578 |
Notes and Advances Payable Di19
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Loans Outstanding | As at March 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 10,810 $ 37,810 49,500 7% 22,920 72,420 146,481 6% 37,879 184,360 26,942 0% -- 26,942 600,000 6% 20,196 620,196 $ 849,923 $ 91,805 $ 941,728 As at December 31, 2015 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 10,068 $ 37,068 49,500 7% 21,674 71,174 137,283 6% 32,948 170,231 173,911 0% -- 173,911 600,000 6% 11,036 611,036 $ 987,694 $ 75,726 $ 1,063,420 |
Notes and Advances Payable Di20
Notes and Advances Payable Disclosure: Quarry Bay and Tradex Loans and Advances (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Quarry Bay and Tradex Loans and Advances | As at March 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total Quarry Capital Loan* $ 146,481 6% $ 37,879 $ 184,360 Tradex Capital Loan* 11,942 0% -- 11,942 $ 158,423 $ 37,879 $ 196,302 *The carrying value of these loans are denoted in Canadian dollars and are translated into US dollars at the end of each reporting period. As at December 31, 2015 Principal Outstanding Interest Rate per Annum Accrued Interest Total Quarry Capital Loan $ 33,000 0% $ -- $ 33,000 Quarry Capital Loan* 137,283 6% 32,949 170,232 Tradex Capital Loan 15,000 0% -- 15,000 Tradex Capital Loan* 110,910 0% -- 110,910 $ 296,193 $ 32,949 $ 329,142 *The carrying value of these loans are denoted in Canadian dollars and are translated into US dollars at the end of each reporting period. |
KFBV Loans and Derivative Lia21
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - First KF loan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair values assumptions of the warrants - First KF loan | At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.8 - 5.42 years 5 - 5.71 years Risk-Free Interest Rate 1.26% 1.73%-1.76% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32-60% 32-60% |
KFBV Loans and Derivative Lia22
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - Second KF loan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Second KF loan | At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.8 - 5.42 years 5.05 - 5.71 years Risk-Free Interest Rate 1.26% 1.73% - 1.76% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% - 60% 15% - 60% |
KFBV Loans and Derivative Lia23
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - Third KF loan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Third KF loan | At March 31, 2016 At December 31, 2015 Expected Warrant Life 4.80 years 5.05 years Risk-Free Interest Rate 1.26% 1.76% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% The fair value of the Third KF Loan Conversion Feature was calculated using the Binomial Lattice model at the grant date, and was revalued at the reporting dates using the following assumptions: At March 31, 2016 At December 31, 2015 Expected Life 0.79 years 1.04 years Risk-Free Interest Rate 0.59% 0.65% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% |
KFBV Loans and Derivative Lia24
KFBV Loans and Derivative Liability Disclosure: Summary of the Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Summary of the Loans Payable | As at March 31, 2016 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 1,543,169 $ 2,000,000 $ 438,743 $ 2,438,763 Second KF Loan Payable 1,001,329 2,400,000 330,712 2,730,712 Third KF Loan Payable* 48 1,500,000 22,681 1,522,681 2,544,546 5,900,000 792,136 6,692,136 Deferred Financing Costs (10,898) -- -- - $ 2,533,648 $ 5,900,000 $ 792,136 $ 6,692,136 * As at March 31, 2016, $300,000 in principal under the Third KF Loan remained receivable. As at December 31, 2015 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 1,304,090 $ 2,000,000 $ 378,897 $ 2,378,897 Second KF Loan Payable 713,276 2,400,000 263,700 2,663,700 Third KF Loan Payable* 2 1,500,000 1,151 1,501,151 2,017,368 5,900,000 643,748 6,543,748 Deferred Financing Costs (14,319) - - - $ 2,003,049 $ 5,900,000 $ 643,748 $ 6,543,748 * As at December 31, 2015, $1,200,000 in principal under the Third KF Loan remained receivable. |
KFBV Loans and Derivative Lia25
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liability - Conversion Feature (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Summary of the Derivative Liability - Conversion Feature | As at March 31, 2016 Fair Value at December 31, 2015 Incremental Increase in Fair Value for Issuance Change on Revaluation at Reporting Date Fair value at March 31, 2016 Third KF Loan Conversion Feature $ 2,335,498 $ Nil $ (614,366) $ 1,721,132 As at December 31, 2015 Fair Value at December 31, 2014 Incremental Increase in Fair Value for Issuance Change on Revaluation at Reporting Date Fair Value at December 31, 2015 Third KF Loan Conversion Feature $ Nil $ 990,239 $ 1,345,259 $ 2,335,498 |
KFBV Loans and Derivative Lia26
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liabilities - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Summary of the Derivative Liabilities - Warrants | As at March 31, 2016 Fair Value at December 31, 2015 Incremental Increase in Fair Value for Modification / Issuance Change on Revaluation at Reporting Date Fair Value at March 31, 2016 9,254,546 warrants (Amended Warrants and September Warrants) $ 253,944 $ Nil $ (143,445) $ 110,499 1,194,332 warrants (First Extension Warrants) 42,089 Nil (23,146) 18,943 9,600,000 warrants (Second KF Warrants) 329,472 Nil (229,056) 100,416 1,337,320 warrants (Second Extension Warrants) 45,897 Nil (24,687) 21,210 8,000,000 warrants (Third KF Warrants) 274,560 Nil (148,640) 125,920 Total $ 945,962 $ Nil $ (568,974) $ 376,988 As at December 31, 2015 Fair value at December 31, 2014 Incremental Increase in Fair Value for Modification / Issuance Change on Revaluation at Reporting Date Fair Value at December 31, 2015 9,254,546 warrants (Amended Warrants and September Warrants) $ 1,203,944 $ 91,603 $ (1,041,603) $ 253,944 1,194,332 warrants (First Extension Warrants) -- 76,103 (34,014) 42,089 9,600,000 warrants (Second KF Warrants) 1,787,241 (1,558) (1,456,211) 329,472 1,337,320 warrants (Second Extension Warrants) -- 85,214 (39,317) 45,897 8,000,000 warrants (Third KF Warrants) -- 509,760 (235,200) 274,560 Total $ 2,991,185 $ 761,122 $ (2,806,345) $ 945,962 |
Share Capital Disclosure_ Conti
Share Capital Disclosure: Continuity schedule of warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Continuity schedule of warrants | March 31, 2016 December 31, 2015 Warrants, beginning 39,886,198 29,104,546 Warrants, issued -- 10,781,652 Warrants, outstanding 39,886,198 39,886,198 |
Share Capital Disclosure_ Sched
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants | Exercise price Expiry date Number of warrants outstanding $1.00 March 10, 2017 10,000,000 $0.50 August 1, 2018 500,000 $0.10 January 15, 2021 26,854,546 $0.10 September 1, 2021 2,531,652 39,886,198 |
Share Capital Disclosure_ Sch29
Share Capital Disclosure: Schedule of Stock Option Continuity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Option Continuity | March 31, 2016 December 31, 2015 Options, beginning 6,300,000 2,600,000 Options, granted -- 3,800,000 Options, forfeited -- (100,000) Options, outstanding 6,300,000 6,300,000 Options, exercisable 3,200,000 2,700,000 |
Share Capital Disclosure_ Sch30
Share Capital Disclosure: Schedule of Stock Options Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stock Options Outstanding | Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 1,000,000 $0.50 December 1, 2014 100,000 100,000 $0.50 March 6, 2015 3,000,000 1,500,000 $0.50 May 1, 2015 500,000 500,000 $0.50 May 1, 2015 100,000 -- $0.50 July 8, 2015 100,000 100,000 6,300,000 3,200,000 |
Share Capital Disclosure_ Fair
Share Capital Disclosure: Fair value of options granted at September 8, 2014 (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair value of options granted at September 8, 2014 | At September 8, 2014 Expected Option Life 5 years Average Risk-Free Interest Rate 1.98% Expected Dividend Yield Nil Average Expected Stock Price Volatility 118% |
Share Capital Disclosure_ Fai32
Share Capital Disclosure: Fair value of options granted at March 6, 2015 (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair value of options granted at March 6, 2015 | At March 23, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.41 - 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% |
Share Capital Disclosure_ Fai33
Share Capital Disclosure: Fair value of options granted at May 1, 2015 (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Fair value of options granted at May 1, 2015 | At May 1, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% |
Related Party Transactions Di34
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Due to related parties | $ 27,684 | $ 40,486 |
Due to a company controlled by the CFO | ||
Due to related parties | 703 | 703 |
Due to the CEO | ||
Due to related parties | 11,988 | 10,490 |
Due to the President and CTO | ||
Due to related parties | 14,798 | 14,798 |
Due to the former VP of Engineering | ||
Due to related parties | $ 195 | 195 |
Due to the CEO and President of Subsidiary | ||
Due to related parties | $ 14,300 |
Related Party Transactions Di35
Related Party Transactions Disclosure: Schedule of expenses with related parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Expenses incurred with related parties | $ 409,069 | $ 525,963 |
Salary paid to the CEO | ||
Expenses incurred with related parties | 67,500 | 7,159 |
Fair value of options issued to the CEO | ||
Expenses incurred with related parties | 35,093 | 156,971 |
Administrative fees incurred to a company controlled by the CFO | ||
Expenses incurred with related parties | 45,000 | 22,500 |
Management fees incurred to the CFO | ||
Expenses incurred with related parties | 22,500 | |
Salary paid to the President and CTO | ||
Expenses incurred with related parties | 67,500 | 67,500 |
Fair value of options issued to a Director and Chairman | ||
Expenses incurred with related parties | 79,371 | 114,098 |
Salary paid to the Senior VP of Business Development | ||
Expenses incurred with related parties | 67,500 | 67,500 |
Salary paid to the former VP of Engineering | ||
Expenses incurred with related parties | 21,000 | 35,001 |
Salary paid to the President and CEO of the Subsidiary | ||
Expenses incurred with related parties | $ 26,105 | 27,882 |
Fair value of options issued to President and CEO of Subsidiary | ||
Expenses incurred with related parties | $ 4,852 |
Equipment Disclosure_ Amortiz36
Equipment Disclosure: Amortization Schedule for Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | |
Details | |||
Equipment, net | $ 32,578 | $ 29,937 | $ 31,093 |
Additions to equipment | 11,354 | ||
Amortization of equipment | $ (9,869) | $ (2,641) |
Notes and Advances Payable Di37
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Principal outstanding | $ 849,923 | $ 987,694 |
Accrued interest | 91,805 | 75,726 |
Loans payable total | 941,728 | 1,063,420 |
Short-term loan (1) | ||
Principal outstanding | $ 27,000 | $ 27,000 |
Effective interest rate | 8.00% | 8.00% |
Accrued interest | $ 10,810 | $ 10,068 |
Loans payable total | 37,810 | 37,068 |
Short-term loan (2) | ||
Principal outstanding | $ 49,500 | $ 49,500 |
Effective interest rate | 7.00% | 7.00% |
Accrued interest | $ 22,920 | $ 21,674 |
Loans payable total | 72,420 | 71,174 |
Short-term loan (3) | ||
Principal outstanding | $ 146,481 | $ 137,283 |
Effective interest rate | 6.00% | 6.00% |
Accrued interest | $ 37,879 | $ 32,948 |
Loans payable total | 184,360 | 170,231 |
Short-term loan (4) | ||
Principal outstanding | $ 26,942 | $ 173,911 |
Effective interest rate | 0.00% | 0.00% |
Loans payable total | $ 26,942 | $ 173,911 |
Short-term loan (5) | ||
Principal outstanding | $ 600,000 | $ 600,000 |
Effective interest rate | 6.00% | 6.00% |
Accrued interest | $ 20,196 | $ 11,036 |
Loans payable total | $ 620,196 | $ 611,036 |
Notes and Advances Payable Di38
Notes and Advances Payable Disclosure (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
May. 15, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Repayment of notes payable | $ 50,000 | $ 150,000 | |
Norling Bridge Loans | |||
Interest expense recorded | 6,102 | ||
Bridge loan agreements | 413,096 | $ 406,995 | |
KF Business Ventures Bridge Loan | |||
Interest expense recorded | 3,059 | ||
Bridge loan agreements | $ 207,100 | $ 204,041 |
Notes and Advances Payable Di39
Notes and Advances Payable Disclosure: Quarry Bay and Tradex Loans and Advances (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Other loans and advances payable | $ 196,302 | $ 329,142 |
Quarry Capital Loan (1) | ||
Other loans and advances payable | 184,360 | 33,000 |
Tradex Capital Loan (1) | ||
Other loans and advances payable | $ 11,942 | 15,000 |
Quarry Capital Loan (2) | ||
Other loans and advances payable | 170,232 | |
Tradex Capital Loan (2) | ||
Other loans and advances payable | $ 110,910 |
KFBV Loans and Derivative Lia40
KFBV Loans and Derivative Liability Disclosure (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 17, 2015 | Sep. 08, 2014 | Jul. 28, 2014 | Mar. 10, 2014 | Jan. 15, 2014 | |
Accretion expense | $ 527,179 | $ 3,965 | ||||||
Loan receivable | 300,000 | $ 1,200,000 | ||||||
First KF Business Ventures Loan Agreement | ||||||||
Loan agreement | $ 2,000,000 | |||||||
Common stock that may be exercised by warrants | 1,194,332 | 2,350,000 | 6,904,546 | |||||
Exercise price per warrant share | $ 0.10 | $ 0.50 | $ 1 | |||||
Accretion expense | 239,079 | 3,504 | ||||||
Derivative liability | 129,442 | 296,033 | ||||||
Second KF Business Ventures Loan Agreement | ||||||||
Loan agreement | $ 2,400,000 | |||||||
Common stock that may be exercised by warrants | 1,337,320 | 9,600,000 | ||||||
Exercise price per warrant share | $ 0.10 | $ 0.50 | ||||||
Accretion expense | 288,053 | 461 | ||||||
Derivative liability | 121,626 | 375,369 | ||||||
Third KF Business Ventures Loan Agreement | ||||||||
Loan agreement | $ 1,500,000 | |||||||
Common stock that may be exercised by warrants | 8,000,000 | |||||||
Exercise price per warrant share | $ 0.10 | |||||||
Accretion expense | 47 | |||||||
Loan receivable | 1,200,000 | |||||||
Third KF Warrants | ||||||||
Derivative liability | 125,920 | 274,560 | ||||||
Third KF Loan Conversion Feature | ||||||||
Derivative liability | 1,721,132 | 2,335,498 | ||||||
KF Business Ventures Deferred Financing Costs | ||||||||
Legal Fees | 50,538 | $ 50,538 | ||||||
Financing costs, interest expense | $ 3,420 | $ 4,839 |
Share Capital Disclosure (Detai
Share Capital Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 08, 2014 | |
Fair value of stock issued for services | $ 1,250 | $ 4,500 | |
Weighted-average exercise price of the outstanding share purchase warrants | $ 0.33 | ||
Weighted-average exercise price of outstanding options | $ 0.34 | ||
2014 Stock Option Plan | 13,200,000 | ||
March 4, 2015 | |||
Common stock issued for services | 25,000 | ||
Fair value of stock issued for services | $ 1,250 |
Share Capital Disclosure_ Con42
Share Capital Disclosure: Continuity schedule of warrants (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Details | |||
Number of warrants outstanding | 39,886,198 | 39,886,198 | 29,104,546 |
Share Capital Disclosure_ Sch43
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Number of warrants outstanding | 39,886,198 | 39,886,198 | 29,104,546 |
Expire March 10, 2017 | |||
Exercise price per warrant share | $ 1 | ||
Number of warrants outstanding | 10,000,000 | ||
Expire August 1, 2018 | |||
Exercise price per warrant share | $ 0.50 | ||
Number of warrants outstanding | 500,000 | ||
Expire January 15, 2021 | |||
Exercise price per warrant share | $ 0.10 | ||
Number of warrants outstanding | 26,854,546 | ||
Expire September 1, 2021 | |||
Exercise price per warrant share | $ 0.10 | ||
Number of warrants outstanding | 2,531,652 |
Share Capital Disclosure_ Sch44
Share Capital Disclosure: Schedule of Stock Option Continuity (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Details | |||
Stock options outstanding | 6,300,000 | 6,300,000 | 2,600,000 |
Stock options exercisable | 3,200,000 | 2,700,000 |
Share Capital Disclosure_ Sch45
Share Capital Disclosure: Schedule of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options granted | 6,300,000 | |
September 8, 2014 | ||
Exercise price (options) | $ 0.10 | |
Stock options granted | 2,500,000 | |
December 1, 2014 | ||
Exercise price (options) | $ 0.50 | |
Stock options granted | 100,000 | |
March 6, 2015 | ||
Exercise price (options) | $ 0.50 | |
Stock options granted | 3,000,000 | |
May 1, 2015 | ||
Exercise price (options) | $ 0.50 | |
Stock options granted | 500,000 | |
May 1, 2015 (2) | ||
Exercise price (options) | $ 0.50 | |
Stock options granted | 100,000 | |
July 8, 2015 | ||
Exercise price (options) | $ 0.50 | |
Stock options granted | 100,000 |