Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
DocumentAndEntityInformationAbstract | |
Entity Registrant Name | Tribute Pharmaceuticals Canada Inc. |
Entity Central Index Key | 1,159,019 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 125,050,578 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,015 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Current | ||
Cash and cash equivalents | CAD 17,600,421 | CAD 3,505,791 |
Accounts receivable, net of allowance of $nil (December 31, 2014 - $nil) (Note 17(d)) | 5,599,905 | 2,145,319 |
Inventories (Note 3) | 2,921,625 | 1,037,387 |
Taxes recoverable | 214,566 | 130,623 |
Loan receivable | 15,814 | 15,814 |
Prepaid expenses and other receivables (Note 4) | 748,125 | 187,279 |
Current portion of debt issuance costs, net (Note 7) | 1,213,435 | 128,134 |
Total current assets | 28,313,891 | 7,150,347 |
Property, plant and equipment, net (Note 5) | 1,296,316 | 1,012,285 |
Intangible assets, net (Note 6) | 80,525,023 | 40,958,870 |
Goodwill (Note 6) | 7,532,265 | 3,599,077 |
Debt issuance costs, net (Note 7) | 325,808 | 359,161 |
Total assets | 117,993,303 | 53,079,740 |
Current | ||
Accounts payable and accrued liabilities | 8,793,456 | 4,344,606 |
Amounts payable and contingent consideration (Note 2) | 12,439,132 | |
Current portion of long term debt (Note 7) | 1,653,802 | CAD 1,319,030 |
Promissory convertible note (Note 2) | 5,000,000 | |
Debentures (Note 7) | 12,500,000 | |
Warrant liability (Note 8(c)) | 9,575,408 | CAD 3,107,880 |
Other current liability | 24,850 | |
Total current liabilities | 49,986,648 | CAD 8,771,516 |
Deferred tax liability | 7,594,370 | |
Long term debt (Note 7) | 14,507,306 | CAD 13,967,493 |
Total liabilities | CAD 72,088,324 | CAD 22,739,009 |
Contingencies and commitments (Notes 2, 7 and 11) | ||
Capital Stock | ||
AUTHORIZED Unlimited Non-voting, convertible redeemable and retractable preferred shares with no par value Unlimited Common shares with no par value ISSUED (Note 8(a)) Common shares 125,050,578 (December 31, 2014 - 94,476,238) | CAD 71,098,839 | CAD 41,182,630 |
Additional paid-in capital options (Note 8(b)) | 3,737,453 | 2,713,605 |
Warrants (Note 8(c)) | 5,002,711 | CAD 6,347,349 |
Accumulated other comprehensive loss (Note 18) | (24,850) | |
Deficit | (33,909,174) | CAD (19,902,853) |
Total shareholders' equity | 45,904,979 | 30,340,731 |
Total liabilities and shareholders' equity | CAD 117,993,303 | CAD 53,079,740 |
CONDENSED INTERIM CONSOLIDATED3
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - CAD None in scaling factor is -9223372036854775296 | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | ||
Shareholders Equity | ||
Common Shares Issued | 125,050,578 | 94,476,238 |
CONDENSED INTERIM CONSOLIDATED4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT (Unaudited) - CAD | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Licensed domestic product net sales | CAD 2,067,152 | CAD 2,463,309 | CAD 4,588,232 | CAD 4,739,693 |
Other domestic product sales | 3,390,865 | 1,220,104 | 5,992,487 | 1,954,882 |
International product sales | CAD 971,467 | CAD 357,872 | CAD 1,441,062 | 821,849 |
Royalty and licensing revenues | 18,414 | |||
Total revenues (Notes 12 and 15) | CAD 6,429,484 | CAD 4,041,285 | CAD 12,021,781 | 7,534,838 |
Cost of Sales | ||||
Licensor sales and distribution fees | 1,542,811 | 1,636,895 | 2,994,875 | 3,049,938 |
Cost of products sold | 779,846 | 350,600 | 1,355,092 | 696,464 |
Expired products | 2,873 | 13,356 | 2,873 | 13,356 |
Total Cost of Sales | 2,325,530 | 2,000,851 | 4,352,840 | 3,759,758 |
Gross profit | 4,103,954 | 2,040,434 | 7,668,941 | 3,775,080 |
Expenses | ||||
Selling, general and administrative (Notes 8(b), 13 and 16) | 4,136,253 | 2,409,678 | 7,462,175 | 5,632,339 |
Amortization of assets | 888,612 | 296,574 | 1,510,235 | 586,926 |
Total operating expenses | 5,024,865 | 2,706,252 | 8,972,410 | 6,219,265 |
Loss from operations | CAD (920,911) | (665,818) | CAD (1,303,469) | (2,444,185) |
Non-operating income (expenses) | ||||
(Loss) gain on derivative liability (Note (8(c)) | (196,800) | 3,200 | ||
Change in warrant liability (Note 8c) | CAD (6,181,889) | CAD (3,205,975) | CAD (8,877,489) | CAD (4,617,749) |
Unrealized foreign currency exchange gain (loss) on debt | 337,273 | (1,096,183) | ||
Accretion expense (Note 7) | (73,463) | CAD (34,409) | (147,463) | CAD (65,526) |
Restructuring costs (Note 2) | (1,132,398) | (1,132,398) | ||
Transaction costs | (254,044) | CAD 0 | (254,044) | CAD 0 |
Interest income | 802 | 166 | 927 | 538 |
Interest expense | (595,000) | (298,006) | (1,190,975) | (565,298) |
Loss before tax | (8,819,630) | CAD (4,400,842) | (14,001,093) | CAD (7,689,020) |
Deferred income tax recovery (Note 14) | (5,228) | (5,228) | ||
Net loss for the period | (8,824,858) | CAD (4,486,784) | (14,006,321) | CAD (7,689,020) |
Unrealized gain (loss) on derivative instrument, net of tax (Note 18) | (24,850) | (85,942) | 18,550 | (189,430) |
Net loss and comprehensive loss for the period | (8,849,708) | (4,486,784) | (13,987,771) | (7,878,450) |
Deficit, beginning of period | (25,084,316) | (17,584,089) | (19,902,853) | (14,295,911) |
Deficit, end of period | CAD (33,909,174) | CAD (21,984,931) | CAD (33,909,174) | CAD (21,984,931) |
Loss per share (Note 9) - Basic and diluted | CAD (0.08) | CAD (0.09) | CAD (0.14) | CAD (0.15) |
Weighted Average Number of Common Shares - Basic | 108,800,996 | 51,581,238 | 102,776,669 | 51,501,128 |
Weighted Average Number of Common Shares - Diluted | 108,800,996 | 51,581,238 | 102,776,669 | 51,501,128 |
CONDENSED INTERIM CONSOLIDATED5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - CAD | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from (used in) operating activities | ||
Net loss | CAD (14,006,321) | CAD (7,689,020) |
Items not affecting cash: | ||
Amortization | 1,540,453 | 598,789 |
Changes in warrant liability (Note 8(c)) | 8,877,489 | 4,617,749 |
Share-based compensation (Note 8(b)) | 1,030,689 | 217,076 |
Accretion expense | CAD 147,463 | 65,526 |
Paid-in common shares for services | 211,812 | |
Change in non-cash operating assets and liabilities (Note 10) | CAD (2,247,418) | (337,439) |
Cash flows (used in) operating activities | (4,657,646) | CAD (2,315,507) |
Cash flows from (used in) investing activities | ||
Acquisition, net of cash acquired | (8,411,645) | |
Additions to property, plant and equipment | (16,063) | CAD (6,525) |
Increase in intangible assets | (6,185,960) | (222,727) |
Cash flows (used in) investing activities | (14,613,668) | (229,252) |
Cash flows from (used in) financing activities | ||
Debt issuance costs (Note 7) | (1,125,756) | CAD (128,181) |
Options exercised | 8,204 | |
Debentures (Note 7) | 12,500,000 | |
(Repayment) advances of long term debt (Note 7) | (410,942) | CAD 2,211,000 |
Common shares issued (Note 8(a)) | 12,000,199 | |
Share issuance costs (Note 8 (a)) | (1,092,846) | |
Warrants exercised | 10,239,215 | |
Cash flows from financing activities | 32,118,074 | CAD 2,082,819 |
Changes in cash and cash equivalents | 12,846,760 | (461,940) |
Change in cash and cash equivalents due to changes in foreign exchange | 1,247,870 | (49,499) |
Cash and cash equivalents, beginning of period | 3,505,791 | 2,813,472 |
Cash and cash equivalents, end of period | CAD 17,600,421 | CAD 2,302,033 |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
1. Basis of Presentation | These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Tribute Pharmaceuticals Canada Inc.s ("Tribute" or the "Company") most recently completed fiscal year ended December 31, 2014. These unaudited condensed interim consolidated financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended December 31, 2014, except when disclosed below. The accompanying consolidated financial statements include the accounts of Tribute and its wholly-owned subsidiaries, Tribute Pharmaceuticals International Inc., Tribute Pharmaceuticals US, Inc. and Medical Futures Inc. (See Note 2). All intercompany balances and transactions have been eliminated upon consolidation. The unaudited condensed interim consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly the financial position of the Company as at June 30, 2015, and the results of its operations for the three and six month periods ended June 30, 2015 and 2014 and its cash flows for the three and six month periods ended June 30, 2015 and 2014. Note disclosures have been presented for material updates to the information previously reported in the annual audited financial statements. a) Estimates The preparation of these consolidated financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities, income taxes, share based compensation, revenue recognition, intangible assets, goodwill and derivative financial instruments. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known. Proposed Merger Transaction On June 8, 2015, Tribute entered into an Agreement and Plan of Merger and Arrangement (the Transaction Agreement) with Pozen, Inc. (Pozen). Upon the completion of the transaction contemplated thereby, which is expected to occur in the fourth quarter of 2015, subject to satisfaction of various conditions, the combined company will be named Aralez Pharmaceuticals plc (Aralez). At closing, each common share of Tribute will be exchanged for 0.1455 Aralez ordinary shares. This transaction is subject to shareholder approval, as well as various regulatory approvals. |
2. Acquisitions
2. Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
2. Acquisitions | Fibricor Asset Acquisition On May 21, 2015, Tribute Pharmaceuticals International Inc., (a wholly owned subsidiary of Tribute) a Barbados corporation, acquired the U.S. rights to Fibricor® and its related authorized generic (the Product) from a wholly owned step-down subsidiary of Sun Pharmaceutical Industries Ltd. (Sun Pharma). Financial terms of the deal include the payment of US$10,000,000 as follows: US$5,000,000 ($6,100,500) paid on closing; US$2,000,000 ($2,494,800) payable 180 days from closing; and, US$3,000,000 ($3,742,200) payable 365 days from closing. As at June 30, 2015, US$5,000,000 ($6,237,000) has been accrued and included in amounts payable and contingent consideration on the condensed interim consolidated balance sheet. MFI Acquisition On June 16, 2015, Tribute entered into a share purchase agreement (the Share Purchase Agreement) with the shareholders of Medical Futures Inc. (MFI) pursuant to which Tribute acquired on such date (the MFI Acquisition) all of the outstanding shares of MFI (the MFI Shares). The consideration paid for the MFI Shares was comprised of (1) $8,492,868 in cash on closing, (2) $5,000,000 through the issuance of 3,723,008 Tribute common shares, (3) $5,000,000 in the form of a one-year term promissory note (the Note) bearing interest at 8% annually convertible in whole or in part at the holders option at any time during the term into 2,813,778 Tribute common shares at a conversion rate of $1.77 per Tribute common share (subject to adjustment in certain events), with a maturity date of June 16, 2016 (4) retention payments of $507,132, reported as amounts payable and contingent consideration on the condensed interim consolidated balance sheet, and (5) future contingent cash milestone payments totaling $5,695,000 that will be paid only upon obtaining certain consents. In addition, on the receipt of each regulatory approval for MFIs two pipeline products described below (or upon the occurrence of a change of control of Tribute), the vendors will receive a payment of $1,250,000 per product. The Company estimated the fair value of the contingent consideration by assigning an achievement probability to each potential milestone and discounting the associated cash payment to its present value using a risk adjusted rate of return. The Company evaluates its estimates of fair value of contingent consideration liabilities at the end of each reporting period until the liability is settled. Any changes in the fair value of contingent consideration liabilities are included in change in fair value of contingent consideration on the statements of operations and comprehensive loss. The liability for these amounts payable, are reported together as amounts payable and contingent consideration on the balance sheet. The Company has accrued $5,695,000 related to obtaining certain consents as an achievement probability of 100% was assigned to those contingent milestone payments. The contingent payments related to the two pipeline products are reliant on regulatory approval. As the achievement of regulatory approval cannot be reliably estimated by the Company, an achievement probability of 0% was assigned and therefore no accrual recorded on the Balance Sheet. The MFI Acquisition diversifies Tributes product portfolio in Canada through the addition of thirteen (13) marketed products (Durela ® , Proferrin ® , Iberogast ® , Moviprep ® , Normacol ® , Resultz ® , Pegalax ® , Balanse TM , Balanse TM Kids, Balanse TM , Diaflor TM , Mutaflor ® , Purfem ® , and Onypen ® ), one product recently approved by Health Canada but not launched (ibSuim) and two pipeline products, Octasa TM and BedBugz TM , both of which are pending submission to Health Canada. The Company recorded an accrual of $1,132,398 in acquisition and restructuring costs during the six month period ended June 30, 2015, on the condensed interim consolidated statement of operations and comprehensive loss. In connection with the MFI Acquisition, the Company acquired assets with a fair value of $36,677,236. Assets consisted of cash of $81,223, receivables of $1,757,912, inventory of $1,559,353, prepaids of $263,660, property, plant and equipment of $334,764, intangible assets of $28,652,850 and taxes recoverable of $94,286 and goodwill of $3,933,188. Liabilities were also assumed of $11,982,236 consisting of bank indebtedness of $1,937,475, accounts payable and accrued liabilities of $2,450,391 and a deferred tax liability of $7,594,370. The estimated fair value of the intangible assets was determined based on the use of the discounted cash flow models using an income approach for the acquired licenses. Estimated revenues were probability adjusted to take into account the stage of completion and the risks surrounding successful development and commercialization. The license agreement assets are classified as indefinite-lived intangible assets until the successful completion and commercialization or abandonment of the associated marketing and development efforts. The licensing asset and licensing agreements relate to product license agreements having estimated useful lives of 4 to 22 years. The Company believes that the fair values assigned to the assets acquired, the liabilities assumed and the contingent consideration liabilities were based on reasonable assumptions Pro Forma Results: For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 2015 2014 2015 2014 Net revenues $ 9,010,789 $ 10,270,241 $ 16,888,960 $ 12,325,583 Net loss $ (8,863,655 ) $ (4,630,417 ) $ (14,499,053 ) $ (7,926,162 ) Loss per share $ (0.08 ) $ (0.09 ) $ (0.14 ) $ (0.15 ) |
3. Inventories
3. Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
3. Inventories | June 30, 2015 December 31, 2014 Raw materials $ 372,871 $ 290,197 Finished goods 1,850,371 399,830 Packaging materials 157,001 70,870 Work in process 541,382 276,490 $ 2,921,625 $ 1,037,387 |
4. Prepaid Expenses and Other R
4. Prepaid Expenses and Other Receivables | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
4. Prepaid Expenses and Other Receivables | June 30, 2015 December 31, 2014 Prepaid operating expenses $ 407,642 $ 180,304 Deposits 333,508 - Interest receivable on loan receivables 6,975 6,975 $ 748,125 $ 187,279 |
5. Property, Plant and Equipmen
5. Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
5. Property, Plant and Equipment | June 30, 2015 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 316,255 301,999 Leasehold improvements 303,703 5,697 298,006 Office equipment 97,848 54,791 43,057 Manufacturing equipment 1,103,525 630,036 473,489 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 69,280 41,990 Computer equipment 159,180 111,405 47,775 $ 2,500,865 $ 1,204,549 $ 1,296,316 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 300,798 317,456 Leasehold improvements 10,359 4,662 5,697 Office equipment 61,308 52,124 9,184 Manufacturing equipment 1,103,525 602,667 500,858 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 62,744 48,526 Computer equipment 142,873 102,309 40,564 $ 2,154,674 $ 1,142,389 $ 1,012,285 |
6. Intangible Assets and Goodwi
6. Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
6. Intangible Assets and Goodwill | June 30, 2015 Cost Accumulated Amortization Net Carrying Amount Patents $ 437,214 $ 71,573 $ 365,641 Licensing asset 1,005,820 212,770 793,050 Licensing agreements 51,236,326 3,023,989 48,212,337 Product rights 32,117,521 963,526 31,153,995 $ 84,796,881 $ 4,271,858 $ 80,525,023 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Patents $ 351,754 $ 53,242 $ 298,512 Licensing asset 1,005,820 174,084 831,736 Licensing agreements 10,377,325 2,345,049 8,032,276 Product rights 32,117,521 321,175 31,796,346 $ 43,852,420 $ 2,893,550 $ 40,958,870 Amortization expense of intangible assets for the three and six month periods ended June 30, 2015 was $784,445 and $1,373,153, respectively (2014 - $252,185 and $504,371, respectively). The Company has patents pending of $45,942 at June 30, 2015 (December 31, 2014 - $45,392) and licensing agreements of $373,325 (December 31, 2014 - $373,325) not currently being amortized. Goodwill Amount Balance at December 31, 2014 $ 3,599,077 MFI acquisition (Note 2) 3,933,188 Balance at June 30, 2015 $ 7,532,265 |
7. Long Term Debt and Debt Issu
7. Long Term Debt and Debt Issuance Costs | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
7. Long Term Debt and Debt Issuance Costs | On August 8, 2013, SWK Funding LLC ("SWK"), a wholly-owned subsidiary of SWK Holdings Corporation, entered into a credit agreement (the "Credit Agreement") with the Company and SWK pursuant thereto, provided to the Company a term loan in the principal amount of US$6,000,000 ($6,381,600) which was increased, as per the terms of the Credit Agreement, by an additional US$2,000,000 ($2,211,000) at the Company's request on February 4, 2014. SWK served as the agent under the Credit Agreement. On October 1, 2014 (the Amendment Closing Date), the Company entered into the First Amendment to the Credit Agreement and Guarantee (the First Amendment, and together with the Credit Agreement, the Amended Credit Agreement) with SWK. The Amended Credit Agreement provides for a multi-draw term loan to the Company for up to a maximum amount of US$17,000,000 ($21,205,800) (the Loan Commitment Amount). On the Amendment Closing Date, SWK advanced the Company an additional amount equal to US$6,000,000 ($6,724,800) pursuant to the terms of a promissory note executed on the Amendment Closing Date (the October 2014 Note). The October 2014 Note is for a total principal amount of US$14,000,000 ($17,463,600) (the "Loan") (comprised of US$8,000,000 ($8,592,600) advanced under the Credit Agreement and the additional US$6,000,000 ($6,724,800) advanced on October 1, 2014) due and payable on December 31, 2018. The Loan accrues interest at an annual rate of 11.5% plus the LIBOR Rate (as defined in the Amended Credit Agreement), with the LIBOR Rate being subject to a minimum floor of 2%, such that the minimum interest rate is 13.5%. In the event of a change of control, a merger or a sale of all or substantially all of the Companys assets, the Loan shall be due and payable. The discount to the carrying value of the Loan is being amortized as a non-cash interest expense over the term of the Loan using the effective interest rate method. During the three and six month periods ended June 30, 2015, the Company accreted $73,463, and $147,462, respectively (2014 - $34,409 and $65,526, respectively) in non-cash accretion expense in connection with the long term loan, which is included in accretion expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. Legal fees and costs associated with the Loan Commitment Amount were classified as debt issuance costs on the balance sheet. These assets are being amortized as a non-cash interest expense over the term of the outstanding Loan using the effective interest rate method. During the three and six month periods ended June 30, 2015, the Company amortized $34,052 and $60,498, respectively (2014 $27,854 and $52,619, respectively) in non-cash interest expense, which is included in amortization expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. During the three and six month periods ended June 30, 2015, the Company paid US$339,089 ($410,942) and US$339,089 ($410,917), respectively in principal payments (year ended December 31, 2014 - $nil) and interest payments of US$950,250 ($1,172,414) (year ended December 31, 2014 US$1,090,500 ($1,207,262)) under the Credit Agreement and Amended Credit Agreement. The Company has estimated the following revenue-based principal and interest payments over the next four years ended December 31 based on the assumption that only the minimum revenue requirements will be met under the Amended Credit Agreement: Principal Payments Interest Payments 2015 US$780,546 ($973,654) US$923,990 ($1,152,585) 2016 US$1,451,997 ($1,811,221) US$1,706,676 ($2,128,908) 2017 US$1,663,839 ($2,075,473) US$1,492,457 ($1,861,691) 2018 US$9,764,529 ($12,180,273) US$1,432,759 ($1,787,224) Debenture Financing In connection with the completion of the acquisition of MFI, Tribute also completed a private placement of $12,500,000 principal amount of secured subordinated debentures (the "Debentures"). The Debentures are secured by a general security agreement from the Company constituting a lien on all the present and future property of the Company. The Debentures bear interest at a rate of 6.0% per annum payable quarterly in arrears and mature on June 16, 2016 (the "Maturity Date"). The Debentures can be redeemed, in full, at any time following the closing date and prior to the Maturity Date, by Tribute paying the principal amount plus any accrued and unpaid interest. Tribute will also pay a customary redemption fee upon a change of control and an exit fee upon repayment of the Debentures. In connection with the Debentures, the Company paid commissions to a syndicate of underwriters of $750,000. The Company also recorded $88,945 in debt issuance costs associated with syndicate fees, $250,000 in debt issuance costs and as an exit fee and $36,811 in debt issuance costs associated with legal fees. Total issuance costs associated with the Debentures were $1,125,756. During the three and six month periods ended June 30, 2015, the Company accreted $40,002, and $40,002, respectively (2014 - $nil and $nil, respectively) in non-cash accretion expense in connection with the Debenture financing, which is included in accretion expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. |
8. Capital Stock
8. Capital Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
8. Capital Stock | (a) Common Shares During the three and six month periods ended June 30, 2015, the Company completed a private placement in which 13,043,695 common shares were issued at a price of $0.92 per common share for gross proceeds of $12,000,199. In connection with the private placement, the Company paid cash commissions to a syndicate of underwriters of $840,014 and issued an aggregate of 456,529 non-transferable broker warrants. See Note 8(c). Each broker warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.92 at any time on or before May 21, 2017. The Company also recorded $72,800 in debt issuance costs associated with syndicate fees. Total other issuance costs associated with the private placement were $180,033. On May 21, 2015, the Company issued 3,723,000 common shares in conjunction with the acquisition of MFI (See Note 2) with a fair value of $5,000,000 based on the current stock price. Additionally, 11,293,587 common shares of the Company were issued upon the exercise of 11,293,587 common share purchase warrants, 1,909,419 common shares of the Company were issued upon the exercise of 1,909,419 broker compensation options, 587,997 common shares were issued upon the exercise of 587,997 underlying broker warrants issued during the period and 16,634 common shares were issued upon the exercise of various share options, at an average exercise price of $0.51 for gross proceeds of $10,239,215. Common Shares Number of Shares Amount Balance, December 31, 2014 94,476,238 $ 41,182,630 Warrants exercised 11,293,587 8,377,924 Warrants exercised - valuation - 3,373,467 Common shares issued in acquisition (Note 2) 3,723,008 5,000,000 Common shares issued in private placement 13,043,695 12,000,199 Share issuance costs - (1,298,285 ) Share options exercised 16,634 15,043 Broker compensation options exercised 1,909,419 1,219,817 Broker warrants exercised underlying warrants 587,997 529,197 Fair value of broker warrants exercised - 698,847 Balance, June 30, 2015 125,050,578 $ 71,098,839 (b) Stock Based Compensation The Companys stock-based compensation program (the "Plan") includes share options in which some options vest based on continuous service, while others vest based on performance conditions such as profitability and sales goals. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant. For performance-based awards, compensation expense is recorded over the remaining service period when the Company determines that achievement is probable. During the three and six month periods ended June 30, 2015, there were 616,617 and 3,775,520 options, respectively, granted to officers, employees and consultants of the Company (2014 29,740 and 1,327,985, respectively). The exercise price of 2,925,520 of these options is $0.62, vesting quarterly one-eighth over two years on each of March 31, June 30, September 30 and December 31, in 2016 and 2017. Of these options 864,000 are time-based, while the remaining 2,311,520 are based upon achieving certain financial objectives. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $0.51 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.61%; and expected term of 5 years. During the six month period ended June 30, 2015, 200,000 options were granted with an exercise price of $0.62 and will fully vest on January 4, 2016 (Note 13). The grant date fair value of these options was estimated as $0.43 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.87%; and expected term of 5 years. In addition, 600,000 options were granted based on achieving certain financial objectives, with an exercise price of $0.99 and will vest quarterly over three years on each of March 31, June 30, September 30 and December 31, in 2016, 2017 and 2018. The grant date fair value of these options was estimated as $0.75 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 1.07%; and expected term of 5 years. The remaining 50,000 options were granted with an exercise price of $0.62, with one quarter vesting over one year on each of April 29, July 29, October 29 in 2015 and January 29, 2016. The grant date fair value of these options was estimated as $0.52 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 0.87%; and expected term of 5 years. For the three and six month periods ended June 30, 2015, the Company recorded $683,338 and $1,030,689, respectively (2014 $99,944 and $217,076, respectively) as additional paid in capital for options issued to directors, officers, employees and consultants based on continuous service. Included in this amount is $458,162 and $630,839 for options issued to consultants for services (Note 13). This expense was recorded as selling, general and administrative expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. Due to termination of employment and non-achievement of performance-based awards, 172,085 options were removed from the number of options issued during the six month period ended June 30, 2015 (year ended December 31, 2014 817,830). The activities in additional paid in-capital options are as follows: Amount Balance, December 31, 2014 $ 2,713,605 Expense recognized for options issued to employees 176,560 Expense recognized for options issued to consultants 171,759 Balance, March 31, 2015 3,061,924 Options exercised (6,840 ) Expense recognized for options issued to employees 224,207 Expense recognized for options issued to consultants 458,162 Balance, June 30, 2015 $ 3,737,453 The total number of options outstanding as at June 30, 2015 was 8,436,791 (December 31, 2014 4,834,991). (c) Warrants As at June 30, 2015, the following warrants were outstanding: Warrant Liability Expiration Date Number of Warrants Weighted Average Exercise Price Fair Value at June 30, 2015 Fair Value at December 31, 2014 May 11, 2017 750,000 US0.43($0.54) $ 1,032,847 $ 227,090 February 27, 2015 - US0.50($0.62) $ - $ 184,999 February 27, 2018 2,968,750 US0.60($0.75) $ 3,947,630 $ 1,310,414 March 5, 2015 - US0.50($0.62) $ - $ 56,691 March 5, 2018 843,750 US0.60($0.75) $ 1,120,046 $ 372,123 March 11, 2015 - US0.50($0.62) $ - $ 17,547 March 11, 2018 343,750 US0.60($0.75) $ 460,096 $ 102,089 August 8, 2018 755,794 US0.5954($0.7427) $ 1,228,439 $ 334,060 September 20, 2018 108,696 US0.55($0.69) $ 152,129 $ 36,442 February 4, 2021 347,222 US0.4320($0.5389) $ 578,222 $ 160,319 October 1, 2021 740,000 US0.70($0.87) $ 1,055,999 $ 306,106 6,857,962 US0.58($0.73) $ 9,575,408 $ 3,107,880 ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a currency other than an entitys functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the condensed interim consolidated statements of operations, comprehensive income (loss) and deficit. The Company treated the compensation warrants as a liability upon their issuance. The warrant liability is classified as Level 3 within the fair value hierarchy (see Note 17(b)). As at June 30, 2015, the fair value of the aggregate warrant liability of $9,575,408 (December 31, 2014 - $3,107,880) was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0% (December 31, 2014 0%) expected volatility of 98% (December 31, 2014 88%) risk-free interest rate of 1.02% (December 31, 2014 1.22%) and expected term of 3.18 years (December 31, 2014 2.18 years). Warrants Equity Expiration Date Number of Warrants Weighted Average Exercise Price Grant Date Fair Value at June 30, 2015 July 15, 2016 17,455,350 $ 0.90 $ 4,201,876 July 15, 2016 1,307,706 $ 0.70 $ 478,620 July 15, 2016 366,713 $ 0.90 $ 116,777 May 21, 2017 456,529 $ 0.92 $ 205,438 19,586,298 $ 0.89 $ 5,002,711 During the six month period ended June 30, 2015 the Company issued 954,710 underlying warrants with an exercise price of $0.90, upon the exercise of 1,909,419 broker compensation options. The weighted average fair value of these warrants was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0%, expected volatility of 84%, risk-free interest rate of 0.45%, and expected term of 1.15 years. In connection with the private placement completed during the six month period ended June 30, 2015, the Company issued 456,529 non-transferable broker warrants, each exercisable into a common share of the Company, at an exercise price of $0.92 exercisable at any time on or prior to May 21, 2017. The fair value of the broker warrants at the date of grant was $205,438 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 92%; risk free interest rate of 0.67%; and expected term of 2 years. |
9. Loss Per Share
9. Loss Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
9. Loss Per Share | The treasury stock method assumes that proceeds received upon the exercise of all warrants and options outstanding in the period is used to repurchase the Companys shares at the average share price during the period. The diluted loss per share is not computed when the effect of such calculation is anti-dilutive. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common shares equivalents because their inclusion would be anti-dilutive. Potentially dilutive securities, which were not included in diluted weighted average shares for the six month periods ended June 30, 2015 and 2014, consisted of outstanding common share options (8,436,791 and 5,139,070, respectively), outstanding warrant grants (26,444,260 and 14,014,587, respectively) and convertible debentures (2,824,858 and nil, respectively). The following table sets forth the computation of loss per share: For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 Numerator: 2015 2014 2015 2014 Net loss available to common shareholders $ (8,824,850 ) $ (4,400,842 ) $ (14,006,313 ) $ (7,689,020 ) Denominator: Weighted average number of common shares 108,800,996 51,581,238 102,776,669 51,501,128 Effect of dilutive common shares - - - - Diluted weighted average number of common shares outstanding 108,800,996 51,581,238 102,776,669 51,501,128 Loss per share basic and diluted $ (0.08 ) $ (0.09 ) $ (0.14 ) $ (0.15 ) |
10. Statement of Cash Flows
10. Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
10. Statement of Cash Flows | Changes in non-cash balances related to operations are as follows: For the Six Months Ended June 30 2015 2014 Accounts receivable $ (1,696,674 ) $ (1,355,477 ) Inventories (324,885 ) (14,068 ) Prepaid expenses and other receivables (297,186 ) (26,869 ) Taxes recoverable 10,343 473,078 Accounts payable and accrued liabilities 60,984 585,897 $ (2,247,418 ) $ (337,439 ) Included in accounts payable and accrued liabilities at the end of the six month period ended June 30, 2015, is an amount related to patents and licenses of $8,893 (December 31, 2014 - $31,655) and an amount related to license fees of $186,663 (125,000) (December 31, 2014 - $nil). During the six month period ended June 30, 2015, there was $1,172,414 (2014 - $502,829) in interest paid and $nil in taxes paid (2014 $nil). During the six month period ended June 30, 2015, there was $100,500 (2014 - $65,526) of non-cash debt issuance costs (see Note 7) expensed as amortization of assets. During the six month period ended June 30, 2015, 954,710 warrants were issued and valued at $304,019 upon the exercise of 1,909,419 broker compensation options. During the three and six month periods ended June 30, 2015, broker warrants were issued and valued at $205,438 in regards to the private placement that was completed in May 2015 (Note 8(a)). |
11. Contingencies and Commitmen
11. Contingencies and Commitments | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
11. Contingencies and Commitments | The Company has royalty, licensing and manufacturing agreements that have remained in effect for the Company during the quarter. In addition, there were no material changes to the lease agreements during the period. (a) License Agreements On December 1, 2011, the Company acquired 100% of the outstanding shares of Tribute Pharmaceuticals Canada Ltd. and Tribute Pharma Canada Inc. Included in this transaction were the following license agreements: On June 30, 2008, Tribute signed a Sales, Marketing and Distribution Agreement with Actavis Group PTC ehf (Actavis) to perform certain sales, marketing, distribution, finance and other general management services in Canada in connection with the importation, marketing, sales and distribution of Bezalip® SR and Soriatane® (the Actavis Products). On January 1, 2010, a first amendment was signed with Actavis to grant the Company the right and obligation to more actively market and promote the Actavis Products in Canada. On March 31, 2011, a second amendment was signed with Actavis that extended the term of the agreement, modified the terms of the agreement and increased the Companys responsibilities to include the day-to-day management of regulatory affairs, pharmacovigilance and medical information relating to the Actavis Products. The Company pays Actavis a sales and distribution fee up to an annual base-line net sales forecast plus an incremental fee for incremental net sales above the base-line. On May 4, 2011, the Company signed a Product Development and Profit Share Agreement with Actavis to develop, obtain regulatory approval of and market Bezalip SR in the U.S. The Company is required to pay US$5,000,000 ($6,237,000) to Actavis within 30 days of receipt of the regulatory approval to market Bezalip SR in the U.S. On November 9, 2010, the Company signed a license agreement with Nautilus Neurosciences, Inc. (Nautilus) for the exclusive rights to develop, register, promote, manufacture, use, market, distribute and sell Cambia® in Canada. On August 11, 2011, the Company and Nautilus executed the first amendment to the license agreement and on September 30, 2012 executed the second amendment to the license agreement. Aggregate payments of US$1,000,000 ($1,005,820) were issued under this agreement, which included an upfront payment to Nautilus upon the execution of the agreement and an amount payable upon the first commercial sale of the product. These payments have been included in intangible assets and will be amortized over the life of the license agreement, as amended. Up to US$6,000,000 ($7,484,400) in additional one-time performance based sales milestones, based on a maximum of six different sales tiers, are payable over time, due upon achieving annual net sales ranging from US$2,500,000 ($3,118,500) to US$20,000,000 ($24,948,000) in the first year of the achievement of the applicable milestone. Royalty rates are tiered and payable at rates ranging from 22.5% to 25.0% of net sales. On December 30, 2011, the Company signed a license agreement with Apricus Bioscience, Inc. to commercialize MycoVa in Canada. As of June 30, 2015, this product has not been filed with Health Canada and to-date no upfront payments have been paid. Within 10 days of execution of a manufacturing agreement, the Company shall pay an up-front license fee of $200,000. Upon Health Canada approval of MycoVa, the Company shall pay $400,000. Sales milestones payments of $250,000 each are based on the achievement of aggregate net sales in increments of $5,000,000. Royalties are payable at rates ranging from 20% to 25% of net sales. On May 13, 2014, the Company entered into an exclusive license and supply agreement with Faes Farma, S.A. (Faes), a Spanish pharmaceutical company, for the exclusive right to sell bilastine, a product for the treatment of allergic rhinitis and chronic idiopathic urticaria (hives) in Canada. The exclusive license is inclusive of prescription and non-prescription rights for bilastine, as well as adult and paediatric presentations in Canada. Sales of bilastine are subject to receiving regulatory approval from Health Canada. Payment for the licensing rights is based on an initial fee of 250,000 ($368,337), these payments have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $3,540,187 (1,466,600 ($2,040,187) and $1,500,000) are payable over time, beginning with an approval for bilastine from Health Canada. Thereafter, milestones are payable upon attainment of cumulative net sales targets, up to net sales of $60,000,000. The license agreement is also subject to certain minimum purchase obligations upon regulatory approval and commercial sales of product. On May 21, 2015, Tribute Pharmaceuticals International Inc. (a wholly owned subsidiary of Tribute) acquired the U.S. rights to Fibricor® and its related authorized generic from a wholly owned step-down subsidiary of Sun Pharmaceutical Industries Ltd. Financial terms of the deal include the payment of US$10,000,000 ($12,474,000) as follows: US$5,000,000 ($6,100,500) was paid on closing, US$2,000,000 ($2,494,800) is due on November 18, 2015, and US$3,000,000 ($3,742,200) is due on May 21, 2016. An aggregate of US$4,500,000 ($5,613,300) in one-time milestone payments are due upon the attainment of certain annual net sales targets, ranging from US$15,000,000 ($18,711,000) to US$50,000,000 ($62,370,000). Pursuant to the MFI Acquisition the following license and supply agreements have been acquired by the Company. MFI has supply agreements with various vendors that include purchase minimums. Pursuant to these agreements, the Company is required to purchase a total of up to $9,083,000 of products from these vendors during the following years ended December 31: 2015 $ 3,056,000 2016 $ 754,000 2017 $ 773,000 2018 $ 790,000 2019 and thereafter $ 3,710,000 $ 9,083,000 On November 26, 2008, MFI entered into an exclusive license and supply agreement with Norgine B.V. (Norgine), a Dutch pharmaceutical company, for the exclusive right to sell Moviprep in Canada. Payment for the licensing rights of $250,000 have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $300,000 are payable over time. Milestones are payable upon attainment of cumulative net sales targets, up to net sales of $10,000,000. On September 22, 2011, MFI entered into an exclusive distribution and supply agreement with Cipher Pharmaceuticals Inc. (Cipher), a Canadian pharmaceutical company, for the exclusive right to sell Durela in Canada. Payments for the licensing rights of $300,000 have been included in intangible assets and will be amortized over the life of the license agreement. Any remaining milestone payments based on the achievement of specific events, including regulatory and sales milestones of up to $750,000 are payable over time. Milestone payments are payable upon attainment of cumulative net sales targets, up to net sales of $20,000,000. Upon the receipt of regulatory approval for MFIs two pipeline products (or upon the occurrence of a change of control of the Company), the vendors will receive a payment of $1,250,000 per product. (b) Executive Termination Agreements The Company currently has employment agreements with the provision of termination and change of control benefits with officers and executives of the Company. The agreements for the officers and executives provide that in the event that any of their employment is terminated during the term (i) by the Company for any reason other than just cause or death; (ii) by the Company because of disability; (iii) by the officer or executive for good reason; or (iv) following a change of control, the officers and executives may be entitled to an aggregate amount of $2,672,550 as of June 30, 2015 (December 31, 2014 - $247,200) or if a change of control occurs, a lump sum payment of up to an aggregate amount of $4,435,633 (based on current base salaries) (December 31, 2014 - $2,072,200). |
12. Significant Customers
12. Significant Customers | 6 Months Ended |
Jun. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
12. Significant Customers | During the three month period ended June 30, 2015, the Company had three significant wholesale customers (2014 three) that represented 58.9% (2014 68.9%) of product sales. During the six month period ended June 30, 2015, the Company had two (2014 three) significant wholesale customers that represented 52.4% (2014 67.4%) of product sales. The Company believes that its relationship with these customers is satisfactory. |
13. Related Party Transactions
13. Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
13. Related Party Transactions | During the six month period ended June 30, 2015 the Company granted 200,000 (2014 - 200,000) share options to LMT Financial Inc. a company beneficially owned by a director and former interim officer of the Company, and his spouse for consulting services. For the three and six month periods ended June 30, 2015, the Company recorded $110,405 and $148,931, respectively (2014 - $20,222 and $36,444, respectively) as a non-cash expense. These amounts have been recorded as selling, general and administrative expense in the condensed interim consolidated statements of operations, comprehensive loss and deficit. |
14. Income Taxes
14. Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
14. Income Taxes | The Company has no taxable income under Canadian Federal and Provincial tax laws for the three and six month periods ended June 30, 2015 and 2014. The Company has non-capital loss carry-forwards at June 30, 2015 totaling approximately $15,586,000, which may be offset against future taxable income. If not utilized, the loss carry-forwards will expire between 2015 and 2035. The cumulative carry-forward pool of SR&ED expenditures as at June 30, 2015, that may be offset against future taxable income, with no expiry date, is $1,798,300. The non-refundable portion of the tax credits as at June 30, 2015 was $341,300. |
15. Segmented Information
15. Segmented Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
15. Segmented Information | The Company is a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S. The Company targets several therapeutic areas in Canada and the U.S., but has a particular interest in products for the treatment of pain, dermatology and endocrinology/cardiology. The Company also sells Uracyst® and NeoVisc® internationally through a number of strategic partnerships. Currently, all of the Companys manufacturing assets are located in Canada. All direct sales take place in Canada and the U.S. Licensing arrangements have been obtained to distribute and sell the Companys products in various countries around the world. Revenue for the three and six month periods ended June 30, 2015 and 2014 includes products sold in Canada and international sales of products through licensing agreements. Revenue earned is as follows: For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 2015 2014 2015 2014 Product sales: Domestic sales $ 5,448,148 $ 3,676,588 $ 10,557,658 $ 6,676,500 International sales 971,468 357,872 1,441,063 821,849 Other revenue 9,868 6,825 23,060 18,075 Total $ 6,429,484 $ 4,041,285 $ 12,021,781 $ 7,516,424 Royalty revenues $ - $ - $ - $ 18,414 Total revenues $ 6,429,484 $ 4,041,285 $ 12,021,781 $ 7,534,838 The Company currently sells its own products and is in-licensing other products in Canada. In addition, revenues include products which the Company out-licenses throughout most countries in Europe, the Caribbean, Austria, Germany, Italy, Lebanon, Kuwait, Malaysia, Portugal, Romania, Spain, South Korea, Turkey, Egypt, Hong Kong and the United Arab Emirates. The operations reflected in the condensed interim statements of operations, comprehensive loss and deficit includes the Companys activity in these markets. |
16. Foreign Currency Gain (Loss
16. Foreign Currency Gain (Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Foreign Currency [Abstract] | |
16. Foreign Currency Gain (Loss) | The Company enters into foreign currency transactions in the normal course of business. Expenses incurred in currencies other than Canadian dollars are therefore subject to gains or losses due to fluctuations in these currencies. As at June 30, 2015, the Company held cash of $9,151,391 (US$7,060,322 and 247,534) in denominations other than in Canadian dollars (December 31, 2014 - $1,319,013 (US$1,135,304 and 1,387)); had accounts receivables of $907,613 (US$662,581 and 245,031) denominated in foreign currencies (December 31, 2014 - $319,764 (US$67,125 and 172,313); had accounts payable and accrued liabilities of $6,715,328 (US$6,459,127, 253,318 and Swiss Francs $2,882) denominated in foreign currencies (December 31, 2014 $32,857 (US$26,125 and 1,816)); warrant liability of $9,575,408 (US$7,676,296) (December 31, 2014 - $3,107,880 (US$2,682,994)); and long term debt of $17,463,600 (US$14,000,000) (December 31, 2014 - $16,241,400 (US$14,000,000)). For the three and six month period ended June 30, 2015, the Company had a foreign currency gain (loss) of $228,785 and ($950,724), respectively (2014 a gain (loss) of ($10,506) and $185,559, respectively). These amounts have been included in selling, general and administrative expenses in the condensed interim consolidated statements of operations, comprehensive loss and deficit. |
17. Financial Instruments
17. Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Investments, All Other Investments [Abstract] | |
17. Financial Instruments | (a) Financial assets and liabilities fair values The carrying amounts of cash and cash equivalents, accounts receivable, certain other current assets, accounts payables and accrued liabilities and debentures are a reasonable estimate of their fair values because of the short maturity of these instruments. Warrant liability and other current asset/liabilities are financial assets/liabilities where fluctuations in market rates will affect the fair value of these financial instruments. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Cash equivalents and other current asset/liabilities are classified as Level 2 financial instruments within the fair value hierarchy. (b) Derivative liability warrant liability In connection with various financing arrangements, the Company has issued warrants to purchase up to 6,857,962 common shares of the Company as disclosed in Note 8c. The warrants have a weighted average exercise price of US$0.58 ($0.73). The warrants expire at dates ranging from May 11, 2017 to October 1, 2021. The warrants are accounted for as derivative liabilities because the exercise price is denominated in a currency other than the Companys functional currency. The table below summarizes the fair value of the Companys financial liabilities measured at fair value: Fair Value at Fair Value Measurement Using June 30, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 9,575,408 $ - $ - $ 9,575,408 Fair Value at Fair Value Measurement Using December 31, 2014 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 3,107,880 $ - $ - $ 3,107,880 The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities (warrant derivative liability) for the periods ended June 30, 2015 and December 31, 2014: Six Months Ended June 30, 2015 Year Ended December 31, 2014 Balance at beginning of period $ 3,107,880 $ 2,966,714 Additions (deletions) to derivative instruments (2,409,961 ) 424,471 Change in fair market value, recognized in earnings as Change in warrant liability 8,877,489 (283,305 ) Balance end of period $ 9,575,408 $ 3,107,880 The following is quantitative information about significant unobservable inputs (Level 3) for the Company as of June 30, 2015. Liability Category Fair Value Valuation Technique Unobservable Input Input Value Warrant Liability $ 9,575,408 Black-Scholes valuation model Volatility 98% The following represents the impact on fair value measurements to changes in unobservable inputs: Unobservable Inputs Increase in Inputs Increase in Valuation Decreases in Inputs Increase in Valuation Volatility Increase Decrease These instruments were valued using pricing models that incorporate the price of a common share (as quoted on the relevant over-the-counter trading market in the U.S.), volatility, risk free rate, dividend rate and estimated life. The Company computed the value of the warrants using the Black-Scholes model. There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 during the periods ended June 30, 2015 and December 31, 2014. The following are the key weighted average assumptions used in connection with this computation: Six Months Ended June 30, 2015 Year Ended December 31, 2014 Number of shares underlying the warrants 6,857,962 14,754,587 Fair market value of the common share $ US1.03 ($1.28 ) $ US0.18 ($0.21 ) Exercise price $ US0.58 ($0.73 ) $ US0.55 ($0.64 ) Expected volatility 98% 88% Risk-free interest rate 1.02% 1.22% Expected dividend yield 0% 0% Expected warrant life (years) 3.18 2.18 (c) Liquidity risk The Company generates sufficient cash from operating and financing activities to fund its operations and fulfill its obligations as they become due. The Companys investment policy is to invest excess cash resources into highly liquid short-term investments purchased with an original maturity of three months or less with tier one financial institutions. As at June 30, 2015, there were no restrictions on the flow of these funds nor have any of these funds been committed in any way, except as outlined in the detailed notes. In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of common shares and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the Companys ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in the pharmaceutical industry and our securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that its efforts to obtain such additional funding will be successful, or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on terms favorable to the Company, it may have to reduce substantially or eliminate expenditures such as promotion, marketing or production of its current or proposed products, or obtain funds through other sources such as divestiture or monetization of certain assets or sublicensing (where permitted) of certain rights to certain of its technologies or products. (d) Concentration of credit risk and major customers The Company considers its maximum credit risk to be $5,615,719 (December 31, 2014 - $2,161,133). This amount is the total of the following financial assets: accounts receivable and loan receivable. The Companys cash and cash equivalents are held through various high grade financial institutions. The Company is exposed to credit risk from its customers and continually monitors its customers credit. It establishes the provision for doubtful accounts based upon the credit risk applicable to each customer. In line with other pharmaceutical companies, the Company sells its products through a small number of wholesalers and retail pharmacy chains in addition to hospitals, pharmacies, physicians and other groups. Note 12 discloses the significant customer details and the Company believes that the concentrations on the Companys customers are considered normal for the Company and its industry. As at June 30, 2015, the Company had two customers which made up 48.2% of the outstanding accounts receivable in comparison to two customers which made up 65.7% at December 31, 2014. As at June 30, 2015, 23.9% (December 31, 2014 12.2%) of the outstanding accounts receivable was related to product sales related to one wholesale account (December 31, 2014 one wholesale account) and 24.3% (December 31, 2014 53.5%) was related to an amount owing related to the product sales. (e) Foreign exchange risk The Company principally operates within Canada; however, a portion of the Companys revenues, expenses, and current assets and liabilities, are denominated in United States dollars and the EURO. The Companys long term debt is repayable in U.S. dollars, which exposes the Company to foreign exchange risk due to changes in the value of the Canadian dollar. As at June 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the long term debt balance by $700,000 and would increase/decrease both interest expense and net loss by approximately $59,500 for the six month period ended June 30, 2015. As at June 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the warrant liability balance by $479,000 and would increase/decrease both changes in warrant liability and net loss by $479,000 for the six month period ended June 30, 2015. As at June 30, 2015, a 5% change in the foreign exchange rate would increase/decrease the accounts payable and accrued liabilities balance by $335,766 and would increase/decrease net loss by $335,766 for the six month period ended June 30, 2015. (f) Interest rate risk The Company is exposed to interest rate fluctuations on its cash and cash equivalents as well as its long term debt. At June 30, 2015, the Company had an outstanding long term debt balance of US$13,660,991 ($17,040,620), which bears interest annually at a rate of 11.5% plus the LIBOR Rate with the LIBOR Rate being subject to a minimum floor of 2%, such that that minimum interest rate is 13.5%, which may expose the Company to market risk due to changes in interest rates. For the six month period ended June 30, 2015, a 1% increase in interest rates would increase interest expense and net loss by approximately $174,600. However, based on current LIBOR interest rates, which are currently under the minimum floor set at 2% and based on historical movements in LIBOR rates, the Company believes a near-term change in interest rates would not have a material adverse effect on the financial position or results of operations. |
18. Derivative Financial Instru
18. Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Financial Instruments | |
18. Derivative Financial Instruments | The Company enters into foreign currency contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. In accordance with the Companys current foreign exchange rate risk management policy, this program is not designated for trading or speculative purposes. The Company recognizes derivative instruments as either assets or liabilities in the accompanying balance sheets at fair value. During the six month period ended June 30, 2015, the Company entered into foreign currency call options designated as cash flow hedges to hedge certain forecasted expenses related to its loan obligation denominated in United States Dollars. The notional principal of the foreign currency call option to purchase US$3,500,000 was $4,397,400 at July 23, 2015. The Company initially reports any gain or loss on the effective portion of the cash flow hedge as a component of other comprehensive income and subsequently reclassifies to the statements of operations when the hedged transaction occurs. Valuation techniques used to measure fair value are intended to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has determined the foreign currency call option to be Level 2. The fair value of the foreign currency call option at June 30, 2015 was a loss of $24,850 (December 31, 2014 $nil), and is reported in other current asset/liability in the accompanying balance sheets. During the six month period ended June 30, 2015, the Company had not settled any foreign exchange contracts (2014 - recognized a gain of $3,200). At June 30, 2015 and December 31, 2014, the notional principal and fair value of the Companys outstanding foreign currency derivative financial instruments were as follows: June 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value Foreign currency sold call options USD$ 3,500,000 $ (24,850 ) USD$ - $ - The notional principal amounts provide one measure of the transaction volume outstanding as of June 30, 2015 and December 31, 2014, and do not represent the amount of the Companys exposure to market loss. The estimates of fair value are based on applicable and commonly used pricing models using prevailing financial market information as of June 30, 2015 and December 31, 2014. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. |
19. Subsequent Events
19. Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
19. Subsequent Events | Subsequent to June 30, 2015, the Company issued 930,125 common shares in connection with the exercise of 776,700 common share purchase warrants and 153,425 compensation options exercised at a weighted average exercise price of $0.88 per common share, for aggregate proceeds of $806,428. In addition, the Company issued 76,712 common share purchase warrants on the exercise of 153,425 compensation options. Each such warrant has an exercise price of $0.90 and an expiry date of July 15, 2016 (Note 8c)). |
1. Basis of Presentation (Polic
1. Basis of Presentation (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Estimates | a) Estimates The preparation of these consolidated financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities, income taxes, share based compensation, revenue recognition, intangible assets and derivative financial instruments. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known. |
2. Acquisitions (Tables)
2. Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions Tables | |
Pro forma adjustments | For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 2015 2014 2015 2014 Net revenues $ 9,010,789 $ 10,270,241 $ 16,888,960 $ 12,325,583 Net loss $ (8,863,655 ) $ (4,630,417 ) $ (14,499,053 ) $ (7,926,162 ) Loss per share $ (0.08 ) $ (0.09 ) $ (0.14 ) $ (0.15 ) |
3. Inventories (Tables)
3. Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | June 30, 2015 December 31, 2014 Raw materials $ 372,871 $ 290,197 Finished goods 1,850,371 399,830 Packaging materials 157,001 70,870 Work in process 541,382 276,490 $ 2,921,625 $ 1,037,387 |
4. Prepaid Expenses and Other28
4. Prepaid Expenses and Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Receivables | June 30, 2015 December 31, 2014 Prepaid operating expenses $ 407,642 $ 180,304 Deposits 333,508 - Interest receivable on loan receivables 6,975 6,975 $ 748,125 $ 187,279 |
5. Property, Plant and Equipm29
5. Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | June 30, 2015 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 316,255 301,999 Leasehold improvements 303,703 5,697 298,006 Office equipment 97,848 54,791 43,057 Manufacturing equipment 1,103,525 630,036 473,489 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 69,280 41,990 Computer equipment 159,180 111,405 47,775 $ 2,500,865 $ 1,204,549 $ 1,296,316 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Land $ 90,000 $ - $ 90,000 Building 618,254 300,798 317,456 Leasehold improvements 10,359 4,662 5,697 Office equipment 61,308 52,124 9,184 Manufacturing equipment 1,103,525 602,667 500,858 Warehouse equipment 17,085 17,085 - Packaging equipment 111,270 62,744 48,526 Computer equipment 142,873 102,309 40,564 $ 2,154,674 $ 1,142,389 $ 1,012,285 |
6. Intangible Assets and Good30
6. Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Intangible Assets And Goodwill Tables | |
Schedule of Intangible Assets | June 30, 2015 Cost Accumulated Amortization Net Carrying Amount Patents $ 437,214 $ 71,573 $ 365,641 Licensing asset 1,005,820 212,770 793,050 Licensing agreements 51,236,326 3,023,989 48,212,337 Product rights 32,117,521 963,526 31,153,995 $ 84,796,881 $ 4,271,858 $ 80,525,023 December 31, 2014 Cost Accumulated Amortization Net Carrying Amount Patents $ 351,754 $ 53,242 $ 298,512 Licensing asset 1,005,820 174,084 831,736 Licensing agreements 10,377,325 2,345,049 8,032,276 Product rights 32,117,521 321,175 31,796,346 $ 43,852,420 $ 2,893,550 $ 40,958,870 |
Amortization expense of intangible assets | Goodwill Amount Balance at December 31, 2014 $ 3,599,077 MFI acquisition (Note 2) 3,933,188 Balance at June 30, 2015 $ 7,532,265 |
7. Long Term Debt and Debt Is31
7. Long Term Debt and Debt Issuance Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of payments for Long-term Debt | Principal Payments Interest Payments 2015 US$780,546 ($973,654) US$923,990 ($1,152,585) 2016 US$1,451,997 ($1,811,221) US$1,706,676 ($2,128,908) 2017 US$1,663,839 ($2,075,473) US$1,492,457 ($1,861,691) 2018 US$9,764,529 ($12,180,273) US$1,432,759 ($1,787,224) |
8. Capital Stock (Tables)
8. Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | Common Shares Number of Shares Amount Balance, December 31, 2014 94,476,238 $ 41,182,630 Warrants exercised 11,293,587 8,377,924 Warrants exercised - valuation - 3,373,467 Common shares issued in acquisition (Note 2) 3,723,008 5,000,000 Common shares issued in private placement 13,043,695 12,000,199 Share issuance costs - (1,298,285 ) Share options exercised 16,634 15,043 Broker compensation options exercised 1,909,419 1,219,817 Broker warrants exercised underlying warrants 587,997 529,197 Fair value of broker warrants exercised - 698,847 Balance, June 30, 2015 125,050,578 $ 71,098,839 |
Schedule of Paid-in Capital Options | Amount Balance, December 31, 2014 $ 2,713,605 Expense recognized for options issued to employees 176,560 Expense recognized for options issued to consultants 171,759 Balance, March 31, 2015 3,061,924 Options exercised (6,840 ) Expense recognized for options issued to employees 224,207 Expense recognized for options issued to consultants 458,162 Balance, June 30, 2015 $ 3,737,453 |
Schedule of Warrant Liability | Expiration Date Number of Warrants Weighted Average Exercise Price Fair Value at June 30, 2015 Fair Value at December 31, 2014 May 11, 2017 750,000 US0.43($0.54) $ 1,032,847 $ 227,090 February 27, 2015 - US0.50($0.62) $ - $ 184,999 February 27, 2018 2,968,750 US0.60($0.75) $ 3,947,630 $ 1,310,414 March 5, 2015 - US0.50($0.62) $ - $ 56,691 March 5, 2018 843,750 US0.60($0.75) $ 1,120,046 $ 372,123 March 11, 2015 - US0.50($0.62) $ - $ 17,547 March 11, 2018 343,750 US0.60($0.75) $ 460,096 $ 102,089 August 8, 2018 755,794 US0.5954($0.7427) $ 1,228,439 $ 334,060 September 20, 2018 108,696 US0.55($0.69) $ 152,129 $ 36,442 February 4, 2021 347,222 US0.4320($0.5389) $ 578,222 $ 160,319 October 1, 2021 740,000 US0.70($0.87) $ 1,055,999 $ 306,106 6,857,962 US0.58($0.73) $ 9,575,408 $ 3,107,880 |
Schedule of Warrants - Equity | Expiration Date Number of Warrants Weighted Average Exercise Price Grant Date Fair Value at June 30, 2015 July 15, 2016 17,455,350 $ 0.90 $ 4,201,876 July 15, 2016 1,307,706 $ 0.70 $ 478,620 July 15, 2016 366,713 $ 0.90 $ 116,777 May 21, 2017 456,529 $ 0.92 $ 205,438 19,586,298 $ 0.89 $ 5,002,711 |
9. Earnings (Loss) Per Share (T
9. Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of earnings (loss) per share | For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 Numerator: 2015 2014 2015 2014 Net income (loss) available to common shareholders $ (8,824,850 ) $ (4,400,842 ) $ (14,006,313 ) $ (7,689,020 ) Denominator: Weighted average number of common shares 108,800,996 51,581,238 102,776,669 51,501,128 Effect of dilutive common shares - - - - Diluted weighted average number of common shares outstanding 108,800,996 51,581,238 102,776,669 51,501,128 Income (loss) per share basic and diluted $ (0.08 ) $ (0.09 ) $ (0.14 ) $ (0.15 ) |
10. Statement of Cash Flows (Ta
10. Statement of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Changes in non-cash balances related to operations | For the Six Months Ended June 30 2015 2014 Accounts receivable $ (1,696,674 ) $ (1,355,477 ) Inventories (324,885 ) (14,068 ) Prepaid expenses and other receivables (297,186 ) (26,869 ) Taxes recoverable 10,343 473,078 Accounts payable and accrued liabilities 60,984 585,897 $ (2,247,418 ) $ (337,439 ) |
11. Contingencies and Commitm35
11. Contingencies and Commitments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Contingencies And Commitments Tables | |
Schedule of purchase commitments | MFI has supply agreements with various vendors that include purchase minimums. Pursuant to these agreements, the Company is required to purchase a total of up to $9,083,000 of products from these vendors during the following years ended December 31: 2015 $ 3,056,000 2016 $ 754,000 2017 $ 773,000 2018 $ 790,000 2019 and thereafter $ 3,710,000 $ 9,083,000 |
15. Segmented Information (Tabl
15. Segmented Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | For the Three Month Period Ended June 30 For the Six Month Period Ended June 30 2015 2014 2015 2014 Product sales: Domestic sales $ 5,448,148 $ 3,676,588 $ 10,557,658 $ 6,676,500 International sales 971,468 357,872 1,441,063 821,849 Other revenue 9,868 6,825 23,060 18,075 Total $ 6,429,484 $ 4,041,285 $ 12,021,781 $ 7,516,424 Royalty revenues $ - $ - $ - $ 18,414 Total revenues $ 6,429,484 $ 4,041,285 $ 12,021,781 $ 7,534,838 |
17. Financial Instruments (Tabl
17. Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Financial Instruments | |
Company's financial liabilities measured at fair value | Fair Value at Fair Value Measurement Using June 30, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 9,575,408 $ - $ - $ 9,575,408 Fair Value at Fair Value Measurement Using December 31, 2014 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 3,107,880 $ - $ - $ 3,107,880 |
Company's Level 3 financial liabilities | Six Months Ended June 30, 2015 Year Ended December 31, 2014 Balance at beginning of period $ 3,107,880 $ 2,966,714 Additions (deletions) to derivative instruments (2,409,961 ) 424,471 Change in fair market value, recognized in earnings as Change in warrant liability 8,877,489 (283,305 ) Balance end of period $ 9,575,408 $ 3,107,880 The following is quantitative information about significant unobservable inputs (Level 3) for the Company as of June 30, 2015. Liability Category Fair Value Valuation Technique Unobservable Input Input Value Warrant Liability $ 9,575,408 Black-Scholes valuation model Volatility 98 % The following represents the impact on fair value measurements to changes in unobservable inputs: Unobservable Inputs Increase in Inputs Increase in Valuation Decreases in Inputs Increase in Valuation Volatility Increase Decrease |
Assumptions used in valuation of warrants | Six Months Ended June 30, 2015 Year Ended December 31, 2014 Number of shares underlying the warrants 6,857,962 14,754,587 Fair market value of the common share $ US1.03 ($1.28 ) $ US0.18 ($0.21 ) Exercise price $ US0.58 ($0.73 ) $ US0.55 ($0.64 ) Expected volatility 98% 88% Risk-free interest rate 1.02% 1.22% Expected dividend yield 0% 0% Expected warrant life (years) 3.18 2.18 |
18. Derivative Financial Inst38
18. Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Financial Instruments Tables | |
Notional principal and fair value of the Company's outstanding foreign currency derivative financial instruments | June 30, 2015 December 31, 2014 Notional Principal Fair Value Notional Principal Fair Value Foreign currency sold call options USD$ 3,500,000 $ (24,850 ) USD$ - $ - |
2. Acquisitions (Details)
2. Acquisitions (Details) - CAD | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Acquisitions Tables | ||||
Net revenues | CAD 9,010,789 | CAD 10,270,241 | CAD 16,888,960 | CAD 12,325,583 |
Net loss | CAD (8,863,655) | CAD (4,630,417) | CAD (14,499,053) | CAD (7,926,162) |
Loss per share | CAD (0.08) | CAD (0.09) | CAD (0.14) | CAD (0.15) |
2. Acquisitions (Details Narrat
2. Acquisitions (Details Narrative) | 6 Months Ended |
Jun. 30, 2015CAD | |
Acquisitions Tables | |
Acquisition and restructuring costs | CAD 1,132,398 |
3. Inventories (Details)
3. Inventories (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Inventories Details | ||
Raw materials | CAD 372,871 | CAD 290,197 |
Finished goods | 1,850,371 | 399,830 |
Packaging materials | 157,001 | 70,870 |
Work in process | 541,382 | 276,490 |
Inventories | CAD 2,921,625 | CAD 1,037,387 |
4. Prepaid Expenses and Other42
4. Prepaid Expenses and Other Receivables (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Prepaid Expenses And Other Receivables Details | ||
Prepaid operating expenses | CAD 407,642 | CAD 180,304 |
Deposits | 333,508 | |
Interest receivable on loan receivables | 6,975 | CAD 6,975 |
Prepaid expenses and other receivables | CAD 748,125 | CAD 187,279 |
5. Property, Plant and Equipm43
5. Property, Plant and Equipment (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Cost | CAD 2,500,865 | CAD 2,154,674 |
Accumulated Amortization | 1,204,549 | 1,142,389 |
Net Carrying Amount | 1,296,316 | 1,012,285 |
Land | ||
Cost | CAD 90,000 | CAD 90,000 |
Accumulated Amortization | ||
Net Carrying Amount | CAD 90,000 | CAD 90,000 |
Building | ||
Cost | 618,254 | 618,254 |
Accumulated Amortization | 316,255 | 300,798 |
Net Carrying Amount | 301,999 | 317,456 |
Leasehold Improvements | ||
Cost | 303,703 | 10,359 |
Accumulated Amortization | 5,697 | 4,662 |
Net Carrying Amount | 298,006 | 5,697 |
Office Equipment | ||
Cost | 97,848 | 61,308 |
Accumulated Amortization | 54,791 | 52,124 |
Net Carrying Amount | 43,057 | 9,184 |
Manufacturing equipment | ||
Cost | 1,103,525 | 1,103,525 |
Accumulated Amortization | 630,036 | 602,667 |
Net Carrying Amount | 473,489 | 500,858 |
Warehouse equipment | ||
Cost | 17,085 | 17,085 |
Accumulated Amortization | CAD 17,085 | CAD 17,085 |
Net Carrying Amount | ||
Packaging equipment | ||
Cost | CAD 111,270 | CAD 111,270 |
Accumulated Amortization | 69,280 | 62,744 |
Net Carrying Amount | 41,990 | 48,526 |
Computer equipment | ||
Cost | 159,180 | 142,873 |
Accumulated Amortization | 111,405 | 102,309 |
Net Carrying Amount | CAD 47,775 | CAD 40,564 |
6. Intangible Assets and Good44
6. Intangible Assets and Goodwill (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Cost | CAD 84,796,881 | CAD 43,852,420 |
Accumulated Amortization | 4,271,858 | 2,893,550 |
Net Carrying Amount | 80,525,023 | 40,958,870 |
Patents | ||
Cost | 437,214 | 351,754 |
Accumulated Amortization | 71,573 | 53,242 |
Net Carrying Amount | 365,641 | 298,512 |
Licensing asset | ||
Cost | 1,005,820 | 1,005,820 |
Accumulated Amortization | 212,770 | 174,084 |
Net Carrying Amount | 793,050 | 831,736 |
Licensing agreements | ||
Cost | 51,236,326 | 10,377,325 |
Accumulated Amortization | 3,023,989 | 2,345,049 |
Net Carrying Amount | 48,212,337 | 8,032,276 |
Product rights | ||
Cost | 32,117,521 | 32,117,521 |
Accumulated Amortization | 963,526 | 321,175 |
Net Carrying Amount | CAD 31,153,995 | CAD 31,796,346 |
6. Intangible Assets and Good45
6. Intangible Assets and Goodwill (Details 1) | 6 Months Ended |
Jun. 30, 2015CAD | |
Intangible Assets And Goodwill Details 1 | |
Balance at December 31, 2014 | CAD 3,599,077 |
MFI acquisition (Note 2) | 3,933,188 |
Balance at June 30, 2015 | CAD 7,532,265 |
6. Intangible Assets and Good46
6. Intangible Assets and Goodwill (Details Narrative) - CAD | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Amortization expense of intangible assets | CAD 784,445 | CAD 252,185 | CAD 1,373,153 | CAD 504,371 | |
Patents | |||||
Intangible assets pending not amortized | 45,942 | 45,942 | CAD 45,392 | ||
Licensing agreements | |||||
Intangible assets pending not amortized | CAD 373,325 | CAD 373,325 | CAD 373,325 |
7. Long Term Debt and Debt Is47
7. Long Term Debt and Debt Issuance Costs (Details) | Jun. 30, 2015CAD |
Debt Disclosure [Abstract] | |
Principle Payments - 2015 | CAD 973,654 |
Principle Payments - 2016 | 1,811,221 |
Principle Payments - 2017 | 2,075,473 |
Principle Payments - 2018 | 12,180,273 |
Interest Payments - 2015 | 1,152,585 |
Interest Payments - 2016 | 2,128,908 |
Interest Payments - 2017 | 1,861,691 |
Interest Payments - 2018 | CAD 1,787,224 |
7. Long Term Debt and Debt Is48
7. Long Term Debt and Debt Issuance Costs (Details Narrative) - CAD | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||||
Non-cash accretion expense | CAD 73,463 | CAD 34,409 | CAD 147,463 | CAD 65,526 | |
Non-cash interest expense | 34,052 | CAD 27,854 | 60,498 | CAD 52,619 | |
Principal payments | CAD 410,917 | 410,917 | CAD 0 | ||
Interest payments | CAD 1,172,414 | CAD 1,207,262 |
8. Capital Stock (Details)
8. Capital Stock (Details) - 6 months ended Jun. 30, 2015 - CAD | Total |
Equity [Abstract] | |
Begining balance, number of shares | 94,476,238 |
Begining balance, amount | CAD 41,182,630 |
Warrants exercised, number of shares | 11,293,587 |
Warrants exercised, amount | CAD 8,377,924 |
Warrants exercised - valuation | CAD 3,373,467 |
Common shares issued in acquisition (Note 2), number of shares | 3,723,008 |
Common shares issued in acquisition (Note 2), amount | CAD 5,000,000 |
Common shares issued in private placement, number of shares | 13,043,695 |
Common shares issued in private placement, amount | CAD 12,000,199 |
Share issuance costs | CAD (1,298,285) |
Share options exercised, number of shares | 16,634 |
Share options exercised, amount | CAD 15,043 |
Broker compensation options exercised, number of shares | 1,909,419 |
Broker compensation options exercised, amount | CAD 1,219,817 |
Broker warrants exercised - underlying warrants, number of shares | 587,997 |
Broker warrants exercised - underlying warrants, amount | CAD 529,197 |
Fair value of warrants exercised, amount | CAD 698,847 |
Ending balance, number of shares | 125,050,578 |
Ending balance, amount | CAD 71,098,839 |
8. Capital Stock (Details 1)
8. Capital Stock (Details 1) - CAD | 3 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | |
Equity [Abstract] | ||
Paid-in Capital Options, Beginning | CAD 3,061,924 | CAD 2,713,605 |
Options exercised | (6,840) | |
Expense recognized for options issued to employees | 224,207 | 176,560 |
Expense recognized for options issued to consultants | 458,162 | 171,759 |
Paid-in Capital Options, Ending | CAD 3,737,453 | CAD 3,061,924 |
8. Capital Stock (Details 2)
8. Capital Stock (Details 2) - CAD | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Number of Warrants | 6,857,962 | |
Weighted Average Exercise Price | CAD 0.73 | |
Fair Value | CAD 9,575,408 | CAD 3,107,880 |
Warrant 1 | ||
Expiration Date | May 11, 2017 | |
Number of Warrants | 750,000 | |
Weighted Average Exercise Price | CAD 0.54 | |
Fair Value | CAD 1,032,847 | 227,090 |
Warrant 2 | ||
Expiration Date | Feb. 27, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.62 | |
Fair Value | 184,999 | |
Warrant 3 | ||
Expiration Date | Feb. 27, 2018 | |
Number of Warrants | 2,968,750 | |
Weighted Average Exercise Price | CAD 0.75 | |
Fair Value | CAD 3,947,630 | 1,310,414 |
Warrant 4 | ||
Expiration Date | Mar. 5, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.62 | |
Fair Value | 56,691 | |
Warrant 5 | ||
Expiration Date | Mar. 5, 2018 | |
Number of Warrants | 843,750 | |
Weighted Average Exercise Price | CAD 0.75 | |
Fair Value | CAD 1,120,046 | 372,123 |
Warrant 6 | ||
Expiration Date | Mar. 11, 2015 | |
Number of Warrants | ||
Weighted Average Exercise Price | CAD 0.62 | |
Fair Value | 17,547 | |
Warrant 7 | ||
Expiration Date | Mar. 11, 2018 | |
Number of Warrants | 343,750 | |
Weighted Average Exercise Price | CAD 0.75 | |
Fair Value | CAD 460,096 | 102,089 |
Warrant 8 | ||
Expiration Date | Aug. 8, 2018 | |
Number of Warrants | 755,794 | |
Weighted Average Exercise Price | CAD 0.7427 | |
Fair Value | CAD 1,228,439 | 334,060 |
Warrant 9 | ||
Expiration Date | Sep. 20, 2018 | |
Number of Warrants | 108,696 | |
Weighted Average Exercise Price | CAD 0.69 | |
Fair Value | CAD 152,129 | 36,442 |
Warrant 10 | ||
Expiration Date | Feb. 4, 2021 | |
Number of Warrants | 347,222 | |
Weighted Average Exercise Price | CAD 0.5389 | |
Fair Value | CAD 578,222 | 160,319 |
Warrant 11 | ||
Expiration Date | Oct. 1, 2021 | |
Number of Warrants | 740,000 | |
Weighted Average Exercise Price | CAD 0.87 | |
Fair Value | CAD 1,055,999 | CAD 306,106 |
Warrant Equity 1 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 17,455,350 | |
Weighted Average Exercise Price | CAD 0.90 | |
Fair Value | CAD 4,201,876 | |
Warrant Equity 2 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 1,307,706 | |
Weighted Average Exercise Price | CAD 0.70 | |
Fair Value | CAD 478,620 | |
Warrant Equity 3 | ||
Expiration Date | Jul. 15, 2016 | |
Number of Warrants | 366,713 | |
Weighted Average Exercise Price | CAD 0.90 | |
Fair Value | CAD 116,777 | |
Warrant Equity 4 | ||
Expiration Date | May 21, 2017 | |
Number of Warrants | 456,529 | |
Weighted Average Exercise Price | CAD 0.92 | |
Fair Value | CAD 205,438 | |
Warrant Equity | ||
Number of Warrants | 19,586,298 | |
Weighted Average Exercise Price | CAD 0.89 | |
Fair Value | CAD 5,002,711 |
8. Capital Stock (Details Narra
8. Capital Stock (Details Narrative) - CAD | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Private placement common shares issued | 13,043,695 | 13,043,695 | |||
Private placement common shares exercise price | CAD 0.92 | CAD 0.92 | |||
Gross prceeds from common shares Private placement | CAD 12,000,199 | CAD 12,000,199 | |||
Common shares issued for services to consultants | CAD 459,131 | CAD 630,839 | |||
Options granted to officers and employees and consultants | 616,617 | 29,740 | 3,775,520 | 1,327,985 | 1,298,245 |
Additional paid in capital for options issued to directors, officers, employees | CAD 683,338 | CAD 99,944 | CAD 1,030,689 | CAD 217,076 | |
Options issued | 200,000 | ||||
Exercise price of options | CAD 0.62 | ||||
Fair value of options | CAD 0.43 | ||||
Expected dividend yield | 0.00% | ||||
Expected volatility | 121.00% | ||||
Risk free interest rate | 0.87% | ||||
Expected term | 5 years | ||||
Number of options outstanding | 8,436,791 | 8,436,791 | 4,834,991 | ||
Weighted average grant date fair value | CAD 0.75 | CAD 0.52 | CAD 0.55 | CAD 0.34 | |
Common shares outstanding | 12,505,057 | 12,505,057 | 9,447,624 | ||
Compensation expense for options issued | CAD 117,133 | ||||
Number of options issued terminated | 172,085 | 817,830 | |||
Warrant [Member] | |||||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volatility | 98.00% | 88.00% | |||
Risk free interest rate | 1.02% | 1.22% | |||
Expected term | 3 years 2 months 5 days | 2 years 2 months 5 days | |||
Fair value of the warrant liability | CAD 9,575,408 | CAD 9,575,408 | CAD 3,107,880 | ||
Warrant 1 [Member] | |||||
Broker compensation options issued | 1,909,419 | ||||
Options issued | 954,710 | ||||
Exercise price of options | CAD 0.90 | ||||
Expected dividend yield | 0.00% | ||||
Expected volatility | 84.00% | ||||
Risk free interest rate | 0.45% | ||||
Expected term | 1 year 1 month 24 days | ||||
Warrant 1 [Member] | |||||
Broker compensation options issued | 456,529 | ||||
Exercise price of options | CAD 0.92 | ||||
Fair value of options | CAD 205,438 | ||||
Expected dividend yield | 0.00% | ||||
Expected volatility | 92.00% | ||||
Risk free interest rate | 0.67% | ||||
Expected term | 2 years |
9. Loss Per Share (Details)
9. Loss Per Share (Details) - CAD | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income (loss) available to common shareholders | CAD (8,824,850) | CAD (4,400,842) | CAD (14,006,313) | CAD (7,689,020) |
Denominator: | ||||
Weighted average number of common shares | 108,800,996 | 51,581,238 | 102,776,669 | 51,501,128 |
Effect of dilutive common shares | ||||
Diluted weighted average number of common shares outstanding | 108,800,996 | 51,581,238 | 102,776,669 | 51,501,128 |
Income (loss) per share - basic and diluted | CAD (0.08) | CAD (0.09) | CAD (0.14) | CAD (0.15) |
9. Loss Per Share (Details Narr
9. Loss Per Share (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Options | ||
Antidilutive securities excluded from earnings | 8,436,791 | 5,139,070 |
Warrant [Member] | ||
Antidilutive securities excluded from earnings | 26,444,260 | 14,014,587 |
10. Statement of Cash Flows (De
10. Statement of Cash Flows (Details) - CAD | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Notes to Financial Statements | ||
Accounts receivable | CAD (1,696,674) | CAD (1,355,477) |
Inventories | (324,885) | (14,068) |
Prepaid expenses and other receivables | (297,186) | (26,869) |
Taxes recoverable | 10,343 | 473,078 |
Accounts payable and accrued liabilities | 60,984 | 585,897 |
Changes in non-cash balances related to operations | CAD (2,247,418) | CAD (337,439) |
10. Statement of Cash Flows (56
10. Statement of Cash Flows (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Accounts payable and accrued liabilities | CAD 60,984 | CAD 585,897 | |
Interest paid | CAD 1,172,414 | CAD 502,829 | |
Taxes paid | |||
Non-cash debt issuance costs | CAD 100,500 | CAD 65,526 | |
Warrants issued | 954,710 | ||
Warrants were issued, value | CAD 304,019 | ||
Broker compensation option | 1,909,419 | ||
Private placement | 205,438 | ||
Patents and licenses | |||
Accounts payable and accrued liabilities | 8,893 | CAD 31,655 | |
Amount related to license fees | CAD 186,663 |
11. Contingencies and Commitm57
11. Contingencies and Commitments (Details) | Jun. 30, 2015CAD |
Contingencies And Commitments Tables | |
2,015 | CAD 3,056,000 |
2,016 | 754,000 |
2,017 | 773,000 |
2,018 | 790,000 |
2019 and thereafter | 3,710,000 |
Total | CAD 9,083,000 |
11. Contingencies and Commitm58
11. Contingencies and Commitments (Details Narrative) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Contingencies And Commitments Details Narrative | ||
Executive termination under initial agreement | CAD 2,672,550 | CAD 247,200 |
Remuneration to executive | CAD 4,435,633 | CAD 2,072,200 |
12. Significant Customers (Deta
12. Significant Customers (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Risk percentage | 58.90% | 68.90% | 52.40% | 67.40% |
Major customer | ||||
Concentration Risk, Customer | 3 | 3 | 2 | 3 |
13. Related Party Transactions
13. Related Party Transactions (Details Narrative) - CAD | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Notes to Financial Statements | ||||
Stock options granted to LMT | 200,000 | 200,000 | ||
Non-cash expense | CAD 110,405 | CAD 20,222 | CAD 148,931 | CAD 36,444 |
14. Income Taxes (Details Narra
14. Income Taxes (Details Narrative) - Jun. 30, 2015 - CAD | Total |
Non-capital loss carry-forwards | CAD 15,586,000 |
Carry-forward expenditures offset against future taxable income | 1,798,300 |
Tax credits, non-refundable | CAD 341,300 |
Minimum [Member] | |
Loss Carryforwards Expiration Dates | Dec. 31, 2015 |
Maximum [Member] | |
Loss Carryforwards Expiration Dates | Dec. 31, 2035 |
15. Segmented Information (Deta
15. Segmented Information (Details) - CAD | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Product sales: | ||||
Domestic sales | CAD 5,448,148 | CAD 3,676,588 | CAD 10,557,658 | CAD 6,676,500 |
International sales | 971,468 | 357,872 | 1,441,063 | 821,849 |
Other revenue | 9,868 | 6,825 | 23,060 | 18,075 |
Total | CAD 6,429,484 | CAD 4,041,285 | CAD 12,021,781 | 7,516,424 |
Royalty revenues | 18,414 | |||
Total revenues | CAD 6,429,484 | CAD 4,041,285 | CAD 12,021,781 | CAD 7,534,838 |
16. Foreign Currency Gain (Lo63
16. Foreign Currency Gain (Loss) (Details Narrative) - CAD | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | |||||
Cash in hand | CAD 9,151,391 | CAD 9,151,391 | CAD 1,319,013 | ||
Accounts receivables | 907,613 | 907,613 | 319,764 | ||
Accounts payable and accrued liabilities | 6,715,328 | 6,715,328 | 32,857 | ||
Warrant liability | 9,575,408 | 9,575,408 | 3,107,880 | CAD 3,107,880 | CAD 2,966,714 |
Long term debt | 17,463,600 | 17,463,600 | 16,241,400 | ||
Foreign currency gain (loss) | CAD 228,785 | CAD (950,724) | CAD (10,506) |
17. Financial Instruments (Deta
17. Financial Instruments (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative liability - Warrants (Fair Value) | CAD 9,575,408 | CAD 3,107,880 | CAD 3,107,880 | CAD 2,966,714 |
Level 1 | ||||
Derivative liability - Warrants (Fair Value) | ||||
Level 2 | ||||
Derivative liability - Warrants (Fair Value) | ||||
Level 3 | ||||
Derivative liability - Warrants (Fair Value) | CAD 9,575,408 | CAD 3,107,880 |
17. Financial Instruments (De65
17. Financial Instruments (Details 1) - CAD | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2013 | |
Financial Instruments Details 1 | ||
Derivative liability - Warrants, beginning | CAD 3,107,880 | CAD 2,966,714 |
Additions (deletions) to derivative instruments | (2,409,961) | 424,471 |
Change in fair market value, recognized in earnings as Change in warrant liability | 8,877,489 | (283,305) |
Derivative liability - Warrants, ending | CAD 9,575,408 | CAD 3,107,880 |
17. Financial Instruments (De66
17. Financial Instruments (Details 2) - Jun. 30, 2015 - CAD | Total |
Financial Instruments Details - Warrant Liability Valuation | |
Warrant Liability, Fair Value | CAD 9,575,408 |
Valuation Technique | Black-Scholes valuation model |
Volatility | 98.00% |
17. Financial Instruments (De67
17. Financial Instruments (Details 3) - CAD / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Expected volatility | 98.00% | |
Expected dividend yield | 0.00% | |
Expected warrant life (years) | 5 years | |
Warrant [Member] | ||
Number of shares underlying the warrants | 6,857,962 | 14,754,587 |
Fair market value of the stock | CAD 1.28 | CAD 0.21 |
Exercise price | CAD 0.73 | CAD 0.64 |
Expected volatility | 98.00% | 88.00% |
Risk-free interest rate | 1.02% | 1.22% |
Expected dividend yield | 0.00% | 0.00% |
Expected warrant life (years) | 3 years 2 months 5 days | 2 years 2 months 5 days |
17. Financial Instruments (De68
17. Financial Instruments (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Concentration of credit risk and major customers | CAD 5,615,719 | CAD 2,161,133 |
Concentration of credit risk account receivable | 67.10% | 65.70% |
Concentration of credit risk account receivable related to product sale two wholesale accounts | 28.50% | 23.90% |
Concentration of credit risk account receivable related to product sale one wholesale accounts | 24.30% | 53.50% |
18. Derivative Financial Inst69
18. Derivative Financial Instruments (Details) - CAD | Jun. 30, 2015 | Dec. 31, 2014 |
Notional Principal | ||
Foreign currency sold - call options | CAD 3,500,000 | |
Fair Value | ||
Foreign currency sold - call options | CAD (24,850) |
18. Derivative Financial Inst70
18. Derivative Financial Instruments (Details Narrative) - CAD | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Derivative Financial Instruments Details Narrative | ||
Fair value of the foreign currency call option loss | CAD 24,850 | CAD 0 |
19. Subsequent Events (Details
19. Subsequent Events (Details Narrative) - Jun. 30, 2015 - CAD | Total |
Proceeds from issuence of common shares | CAD 12,000,199 |
Subsequent Event [Member] | |
Common shares issued | 930,125 |
Common share purchase warrants | 776,700 |
Compensation options exercised | 153,425 |
Weighted average exercise price | CAD 0.88 |
Proceeds from issuence of common shares | CAD 806,428 |