Document and Entity Information
Document and Entity Information | 12 Months Ended |
Aug. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | Grown Rogue International Inc. |
Entity Central Index Key | 1,463,000 |
Document Type | 20-F |
Trading Symbol | GRIN |
Document Period End Date | Aug. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 5,283,164 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,018 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Current Assets | ||
Cash | $ 28,906 | $ 1,040 |
Other receivables | 4,137 | 41,007 |
Total current assets | 33,043 | 42,047 |
Total Assets | 33,043 | 42,047 |
Current liabilities | ||
Trade and other payables | 703,306 | 529,823 |
Advances from related party (Note 8) | 49,415 | |
Shareholder loans (Note 9) | 79,910 | |
Total current liabilities | 832,631 | 529,823 |
Total liabilities | 832,631 | 529,823 |
Shareholders' deficiency | ||
Common shares (Note 11 a) | 23,651,529 | 23,651,529 |
Share purchase warrants (Note 11 b) | 749,866 | 749,866 |
Share purchase options (Note 11 d) | 1,611,450 | |
Contributed surplus | 7,000,324 | 5,184,363 |
Accumulated deficit | (32,201,307) | (31,684,984) |
Total shareholders' deficiency | (799,588) | (487,776) |
Total Liabilities and Shareholders' Deficiency | $ 33,043 | $ 42,047 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - CAD ($) | 12 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | ||
Revenue | ||||
Advertising revenue | $ 20,788 | |||
Expenses | ||||
Hosting, advertising and technology services | 2,864 | 71,423 | 45,272 | |
General and administrative | 304,880 | 508,241 | 418,206 | |
Loss on foreign exchange | 4,068 | 1,433 | 21,890 | |
Stock based compensation (Note 11 e) | [1] | 204,511 | 1,614,605 | 615,924 |
Stock based compensation-non employees (Note 11 e) | 235,393 | |||
Research, content development and technology support | 313,106 | 160,519 | ||
Anti-dilution fees (Note 11 b (iii) and Note 11 b (iv)) | 186,832 | |||
Gain on derecognition of financial liabilities (Note 15) | (893,990) | |||
Impairment loss on secured note receivable (Note 7) | 81,483 | |||
Gain on disposal of subsidiary (Note 15) | (68,489) | |||
Gain on expiry of derivative liabilities (Note 10) | (281,210) | |||
Interest | 12,812 | |||
Loss on settlement of debt (Note 9) | 12,489,249 | |||
Impairment loss on marketable securities (Note 6) | 120,125 | |||
Total operating expense | 516,323 | 2,118,526 | 13,534,298 | |
Net (loss) from continuing operations | (516,323) | (2,097,738) | (13,534,298) | |
Net income from discontinued operations net of tax (Note 15) | 2,711 | |||
Net loss | (516,323) | (2,097,738) | (13,531,587) | |
Other comprehensive income (loss) to be re-classified to operations | ||||
Impairment loss on marketable securities (Note 6) | 110,525 | |||
Total other comprehensive income (loss) | 110,525 | |||
Net loss from operations and other comprehensive income | $ (516,323) | $ (2,097,738) | $ (13,421,062) | |
Earnings (loss) per share, basic | ||||
Continuing operations (in dollars per share) | $ (0.098) | $ (0.788) | $ (6.516) | |
Discontinued operations (in dollars per share) | 0 | 0 | 0.001 | |
Total loss per share, basic (in dollars per share) | (0.0098) | (0.788) | (6.515) | |
Earnings (loss) per share, diluted | ||||
Continuing operations (in dollars per share) | (0.098) | (0.788) | (6.516) | |
Discontinued operations (in dollars per share) | 0 | 0 | 0.001 | |
Total loss per share, diluted (in dollars per share) | $ (0.0098) | $ (0.788) | $ (6.515) | |
Weighted average shares outstanding, basic (in shares) | 5,283,164 | 2,663,614 | 2,077,096 | |
Weighted average shares outstanding, diluted (in shares) | 5,283,164 | 2,663,614 | 2,077,096 | |
[1] | On April 1, 2016, the Company granted options to purchase 30,000 common shares to a director. On September 9, 2016 and November 1, 2016, the Company granted options to purchase 130,000 and 50,000 common shares to officers and directors (Note 11 e). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficiency - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
SHARE CAPITAL [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ 23,651,529 | $ 23,220,683 | $ 9,997,792 |
Balance at beginning (in shares) | 5,283,164 | 2,650,627 | 377,295 |
loss on marketable securities | |||
Shares issued as debt extinguishment | $ 6,371,457 | ||
Shares issued as debt extinguishment (in shares) | 954,311 | ||
Shares issued as private placement | $ 50,000 | ||
Shares issued as private placement (in shares) | 500,000 | ||
Shares issued as anti-dilution provision | $ 184,705 | $ 5,034,157 | |
Shares issued as anti-dilution provision (in shares) | 1,420,809 | 1,032,998 | |
Units issued as private placement | $ 30,233 | $ 9,044 | |
Units issued as private placement (in shares) | 7,692 | 10,000 | |
Units issued as private placement | $ 133,271 | ||
Units issued as private placement (in shares) | 23,636 | ||
Units issued as debt extinguishment | $ 638,295 | ||
Units issued as debt extinguishment (in shares) | 150,519 | ||
Exercise of warrants | $ 986,667 | ||
Exercise of warrants (in shares) | 51,868 | ||
Stock options expired | |||
Warrants expired | |||
Shares issued as settlement of shareholder advances | $ 213,781 | ||
Shares issued as settlement of shareholder advances (in shares) | 1,187,672 | ||
Units issued as anti-dilution provision | $ 2,127 | ||
Units issued as anti-dilution provision (in shares) | 16,364 | ||
Stock based compensation | |||
Stock options cancelled | |||
Net loss for the period, continuing operations | |||
Net loss for the period, discontinued operations | |||
Balance at ending | $ 23,651,529 | $ 23,651,529 | $ 23,220,683 |
Balance at ending (in shares) | 5,283,164 | 5,283,164 | 2,650,627 |
SHARE PURCHASE WARRANTS [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ 749,866 | $ 2,925,837 | $ 801,079 |
Balance at beginning (in shares) | |||
loss on marketable securities | |||
Shares issued as debt extinguishment | |||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | |||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | $ 1,862,643 | ||
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | $ 19,767 | $ 20,956 | |
Units issued as private placement (in shares) | |||
Units issued as private placement | $ 126,729 | ||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | $ 582,414 | ||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | $ (467,984) | ||
Exercise of warrants (in shares) | |||
Stock options expired | |||
Warrants expired | (2,195,738) | ||
Shares issued as settlement of shareholder advances | |||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | |||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | |||
Stock options cancelled | |||
Net loss for the period, continuing operations | |||
Net loss for the period, discontinued operations | |||
Balance at ending | $ 749,866 | $ 749,866 | $ 2,925,837 |
Balance at ending (in shares) | |||
SHARE PURCHASE OPTIONS [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ 1,611,450 | $ 828,334 | $ 272,553 |
Balance at beginning (in shares) | |||
loss on marketable securities | $ 1,849,998 | ||
Shares issued as debt extinguishment | |||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | |||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | |||
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | |||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | |||
Exercise of warrants (in shares) | |||
Stock options expired | $ (1,066,882) | $ (60,143) | |
Warrants expired | |||
Shares issued as settlement of shareholder advances | |||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | |||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | $ 204,511 | $ 615,924 | |
Stock options cancelled | (1,815,961) | ||
Net loss for the period, continuing operations | |||
Net loss for the period, discontinued operations | |||
Balance at ending | $ 1,611,450 | $ 828,334 | |
Balance at ending (in shares) | |||
CONTRIBUTED SURPLUS [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ 5,184,363 | $ 1,921,743 | $ 1,861,600 |
Balance at beginning (in shares) | |||
loss on marketable securities | |||
Shares issued as debt extinguishment | |||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | |||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | |||
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | |||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | |||
Exercise of warrants (in shares) | |||
Stock options expired | 1,066,882 | $ 60,143 | |
Warrants expired | 2,195,738 | ||
Shares issued as settlement of shareholder advances | |||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | |||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | |||
Stock options cancelled | 1,815,961 | ||
Net loss for the period, continuing operations | |||
Net loss for the period, discontinued operations | |||
Balance at ending | $ 7,000,324 | $ 5,184,363 | $ 1,921,743 |
Balance at ending (in shares) | |||
AVAILABLE FOR SALE RESERVE [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ (110,525) | ||
Balance at beginning (in shares) | |||
loss on marketable securities | $ 110,525 | ||
Shares issued as debt extinguishment | |||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | |||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | |||
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | |||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | |||
Exercise of warrants (in shares) | |||
Stock options expired | |||
Warrants expired | |||
Shares issued as settlement of shareholder advances | |||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | |||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | |||
Stock options cancelled | |||
Net loss for the period, continuing operations | |||
Net loss for the period, discontinued operations | |||
Balance at ending | |||
Balance at ending (in shares) | |||
ACCUMULATED DEFICIT [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance at beginning | $ (31,684,984) | $ (29,587,246) | $ (16,055,659) |
Balance at beginning (in shares) | |||
loss on marketable securities | |||
Shares issued as debt extinguishment | |||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | |||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | |||
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as private placement | |||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | |||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | |||
Exercise of warrants (in shares) | |||
Stock options expired | |||
Warrants expired | |||
Shares issued as settlement of shareholder advances | |||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | |||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | |||
Stock options cancelled | |||
Net loss for the period, continuing operations | (516,323) | (2,097,738) | (13,534,298) |
Net loss for the period, discontinued operations | 2,711 | ||
Balance at ending | $ (32,201,307) | $ (31,684,984) | $ (29,587,246) |
Balance at ending (in shares) | |||
Balance at beginning | $ (487,776) | $ (690,649) | $ (3,233,160) |
Balance at beginning (in shares) | |||
loss on marketable securities | $ 1,849,998 | $ 110,525 | |
Shares issued as debt extinguishment | $ 6,371,457 | ||
Shares issued as debt extinguishment (in shares) | |||
Shares issued as private placement | $ 50,000 | ||
Shares issued as private placement (in shares) | |||
Shares issued as anti-dilution provision | $ 184,705 | $ 6,896,800 | |
Shares issued as anti-dilution provision (in shares) | |||
Units issued as private placement | $ 50,000 | $ 30,000 | |
Units issued as private placement (in shares) | |||
Units issued as private placement | $ 260,000 | ||
Units issued as private placement (in shares) | |||
Units issued as debt extinguishment | $ 1,220,709 | ||
Units issued as debt extinguishment (in shares) | |||
Exercise of warrants | $ 518,683 | ||
Exercise of warrants (in shares) | |||
Stock options expired | |||
Warrants expired | |||
Shares issued as settlement of shareholder advances | $ 213,781 | ||
Shares issued as settlement of shareholder advances (in shares) | |||
Units issued as anti-dilution provision | $ 2,127 | ||
Units issued as anti-dilution provision (in shares) | |||
Stock based compensation | $ 204,511 | $ 615,924 | |
Stock options cancelled | |||
Net loss for the period, continuing operations | (516,323) | (2,097,738) | (13,534,298) |
Net loss for the period, discontinued operations | 2,711 | ||
Balance at ending | $ (799,588) | $ (487,776) | $ (690,649) |
Balance at ending (in shares) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Cash provided by (used in) Operating activities | |||
Net loss from continuing operations | $ (516,323) | $ (2,097,738) | $ (13,534,298) |
Net income from discontinued operations (Note 15) | 2,711 | ||
Net loss | (516,323) | (2,097,738) | (13,531,587) |
Items not involving cash: | |||
Stock based compensation (Note 11 e) | 204,511 | 1,849,998 | 615,924 |
Anti-dilution fees (Note 11 b (c) and (d)) | 186,832 | ||
Gain on derecognition of financial liabilities (Note 15) | (893,990) | ||
Impairment loss on secured note receivable (Note 7) | 81,483 | ||
Loss on settlement of debt (Note 9) | 12,489,249 | ||
Impairment loss on marketable securities (Note 6) | 120,125 | ||
Gain on disposal of subsidiary (Note 15) | (68,489) | ||
Gain on expiry of derivative liabilities (Note 10) | (281,210) | ||
Working capital adjustments: | |||
(Increase) decrease in other receivables | 36,870 | (26,202) | 4,586 |
Increase in trade and other payables | 173,483 | 250,577 | 198,704 |
Increase in advances from related party | 49,415 | ||
Decrease in prepaid expenses and deposits | 17,799 | 14,138 | |
Net cash used in operating activities | (52,044) | (631,241) | (438,560) |
Investing activities | |||
Secured note receivable (Note 7) | (81,483) | ||
Net cash used in investing activities | (81,483) | ||
Financing activities | |||
Shares issued as settlement of shareholder advances | 213,781 | ||
Private placement of units | 50,000 | 290,000 | |
Warrants exercised | 518,683 | ||
Private placement of shares | 50,000 | ||
Shareholders' loans | 79,910 | ||
Net cash provided by financing activities | 79,910 | 263,781 | 858,683 |
Increase (decrease) in cash for the year | 27,866 | (448,943) | 420,123 |
Net effect of exchange rate changes on cash | (2,332) | ||
Cash, beginning of year | 1,040 | 449,983 | 32,192 |
Cash, end of year | $ 28,906 | $ 1,040 | $ 449,983 |
Nature of Business
Nature of Business | 12 Months Ended |
Aug. 31, 2018 | |
Nature Of Business | |
Nature of Business | 1. a) Nature of Business Novicius Corp., was amalgamated under the Business Corporations Act (Ontario) http://doubletap.co The Company’s registered office is located at 340 Richmond Street West, Toronto, Ontario, MSV 1X2. The Company’s common shares trade on the OTCQB under the symbol NVSIF and on the Canadian Securities Exchange under the symbol NVS. The consolidated financial statements include the accounts of Novicius, the legal parent, together with its wholly-owned subsidiaries, Ice Studio Productions Inc. incorporated in the Province of Ontario on June 16, 2016 (“ICE Studio”), DoubleTap Daily Inc. incorporated in the Province of Ontario on February 29, 2016, (“DoubleTap”) and Novicius Acquisition Corp. (“Acquisition Corp.”), incorporated in the Province of Ontario on March 26, 2018. b) Going Concern These consolidated financial statements (the “Consolidated Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, as they come due for the foreseeable future. The Company has been developing its advertising platform and has not yet realized profitable operations. The Company requires additional financing for its working capital and for the costs of development, content creation and marketing of its platform. Due to continuing operating losses, the Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. The Company will continue to seek additional forms of debt or equity financing, or other means of funding its operations, however, there is no assurance that it will be successful in doing so or that funds will be available on terms acceptable to the Company or at all. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. The Company has accumulated significant losses and negative cash flows from operations in recent years which raise doubt as to the validity of the going concern assumption. As at August 31, 2018, the Company has working capital deficiency of $799,588 (2017: working capital deficiency $487,776) and an accumulated deficit of $32,201,307, (2017: $31,684,984). These material uncertainties may cast significant doubt upon the entity’s ability to continue as a going concern. The Consolidated Financial Statements do not give effect to adjustments, if any that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities in other than the normal course of business and at amounts that may differ from those shown in the accompanying Consolidated Financial Statements. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Aug. 31, 2018 | |
Basis Of Preparation | |
Basis of Preparation | 2. Basis of Preparation Statement of Compliance These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”). The policies applied in these Consolidated Financial Statements are based on IFRS issued and outstanding as of January 1, 2018. The Board of Directors approved the Consolidated Financial Statements on December 31, 2018. Basis of Measurement The Consolidated Financial Statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. Functional and Presentation Currency The functional and presentation currency of the parent Novicius and its wholly owned subsidiaries ICE Studio, DoubleTap and Acquisition Corp., is Canadian dollars. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Consolidation Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. The financial statements of the subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the Consolidated Financial Statements. The Consolidated Financial Statements include the accounts of the Company, the legal parent, together with its wholly-owned subsidiaries, Ice Studio, DoubleTap and Novicius Acquisition Corp. Revenue Recognition Revenue is recognized when there is persuasive evidence that an arrangement exists which is when a contract or sales order is signed by both parties, delivery has occurred, ownership has been transferred to the customer, price is fixed or determinable and ultimate collection is reasonably assured at the time of delivery. Revenue from advertising revenue were recognized when services were provided. Foreign Currency Items included in the Consolidated Financial Statements of each of the Company’s wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in profit or loss. Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in the foreign currency translation reserve under other comprehensive income. Significant Accounting Estimates and Judgements The preparation of the Consolidated Financial Statements in accordance with IFRS requires that management make estimates and assumptions and use judgment regarding the measured amounts of assets, liabilities and contingent liabilities at the date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting period. Such estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the Consolidated Financial Statements are: Going Concern The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There is an uncertainty regarding the Corporation’s ability to continue as a going concern (see Note 1 b and Note 16). Fair Value of Financial Instruments The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty. Fair Value of Derivative Liabilities The Company is exposed to risks related to changes in its share prices, foreign exchange rates, interest rate and volatility rates used to determine the estimated fair value of its derivative liabilities. In the determination of the fair value of these instruments, the Company utilizes certain independent values and, when not available, internal financial models which are based primarily on observable market data. Management’s judgment is required in the development of these models. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, discount rates and dividend yield. Settlement of Debt with Equity Instruments Equity instruments issued to a creditor to extinguish a financial liability are measured at the fair value of the equity instruments at the date the financial liability is extinguished. The Company estimates the fair value of warrants using the Binomial Lattice pricing model and further assumptions including the expected life, volatility, discount rates and dividend yield. The fair value of the units comprising shares and warrants issued in connection with the extinguishment of a financial liability are then prorated to the total market value of the common shares. Fair Value of Stock Based Compensation and Warrants In determining the fair value of share based payments the calculated amounts are not based on historical cost, but is derived based on assumptions (such as the expected volatility of the price of the underlying security, expected hold period before exercise, dividend yield and the risk-free rate of return) input into a pricing model. The model requires that management make forecasts as to future events, including estimates of: the average future hold period of issued stock options and compensation warrants before exercise, expiry or cancellation; future volatility of the Company’s share price in the expected hold period; dividend yield; and the appropriate risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the option or warrant could receive in an arm’s length transaction, given that there is no market for the options or compensation warrants and they are not transferable. Similar calculations are made in estimating the fair value of the warrant component of an equity unit. The assumptions used in these calculations are inherently uncertain. Changes in these assumptions could materially affect the related fair value estimates. Earnings (Loss) per Share The basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. The diluted earnings per share reflects the dilution that would occur if outstanding stock options and share purchase warrants were exercised or converted into common shares using the treasury stock method. The inclusion of the Company’s stock options and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Discontinued Operations A discontinued operation is a component of the Company’s business that represented a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Effective February 29, 2016, the Company disposed of its investment in 1354166 Alberta Ltd., (“1354166 Alberta”) and accordingly their operations were treated as discontinued operations. Financial Instruments Classification and Measurement Financial instruments are measured at fair value on initial recognition of the instrument. Measurement in subsequent periods depends on whether the financial instrument has been classified as “fair value through profit and loss”, “loans and receivables”, “available-for-sale”, “held-to-maturity”, or “other financial liability” as defined by IAS 39, “Financial Instruments: Recognition and Measurement”. Financial assets and financial liabilities at “fair value through profit or loss” and are measured at fair value with changes in fair value recognized in the statement of operations. Transaction costs are expensed when incurred. The Company has classified cash and derivative liabilities as “fair value through profit and loss”. Financial instruments classified as “loans and receivables”, “held-to-maturity”, or “financial liabilities” are measured at amortized cost using the effective interest rate method of amortized cost. “Loans and receivables” are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. “Held-to-maturity” financial assets are non-derivative investments that an entity has the positive intention and ability to hold to maturity. “Other financial liabilities measured at amortized cost” are those financial liabilities that are not designated as “fair value through profit or loss”. The Company has classified trade and other payables as “other financial liabilities”. Financial assets classified as “available-for-sale” are measured at fair value, with changes in fair value recognized in other comprehensive income. The Company has classified its marketable securities as “available for sale”. Cash Cash in the statement of financial position comprise cash held in banking institutions. Marketable Securities At each financial reporting period, the Company estimates the fair value of investments which are available-for-sale, which could be based on quoted closing bid ask spread prices or other measures for unquoted instruments. Adjustments to the fair value of the marketable securities at the financial position date are recorded to other comprehensive income until re-classified to the statement of operations. Derivative Financial Instruments The Company’s derivative instruments consisted of derivative liabilities in relation to its i) anti-dilution units issued; and ii); share purchase warrants with a US Dollar exercise price. i) The Company had issued Units that contained an anti-dilution provision such that if within 18 months of the issue date, the Company issued additional common shares for a consideration per share or with an exercise or conversion price per share, less than issue price (the “Adjusted Price”) the Holder shall be entitled to receive (for no additional consideration) additional Units in an amount such that, when added to the number of Units acquired by Holder under the agreement will equal the number of Units that the Holder would otherwise be entitled to receive had the transaction occurred at the Adjusted Price. The anti-dilution provision was considered a derivative and required fair value measurement at each reporting period. During the reporting periods August 31, 2016 and 2015 the Company determined that based on the market price being greater than the issue price per share, no additional common shares were required to be fair valued and recorded as a derivative liability. ii) In prior years, the Company had issued share purchase warrants with an exercise price in US dollars, rather than Canadian dollars (the functional currency of the Company). Such share purchase warrants are derivative instruments and the Company was required to re-measure the fair value at each reporting date. The fair value of these share purchase warrants are re-measured at each reporting date using the Black-Scholes option pricing model with changes recorded to the statement of operations. Impairment Financial Assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. Remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognized in the statement of operations. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost the reversal is recognized in profit or loss. Income tax Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years. Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates. Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. Share-Based Compensation The Company has a share-based compensation plan that grants stock options to employees and non-employees. This plan is an equity settled plan. The Company uses the fair value method for accounting for share-based awards to employees and non-employees. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service. Warrants When the Company issues units comprising common shares and warrants, the Company follows the relative fair value method of accounting for warrants attached to and issued with common shares of the Company. Under this method, the fair value of the common shares is estimated and the fair value of the warrants issued is estimated using an option pricing model. The fair value is then prorated to the total of the net proceeds received on issuance of the common shares and the warrants. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Recent Adopted Accounting Standards | 12 Months Ended |
Aug. 31, 2018 | |
Recent Accounting Pronouncements And Recent Adopted Accounting Standards | |
Recent Accounting Pronouncements and Recent Adopted Accounting Standards | 4. Recent Accounting Pronouncements and Recent Adopted Accounting Standards Recent Issued Accounting Pronouncements The following standards, amendments and interpretations, which may be relevant to the Company have been introduced or revised by the IASB: (i) In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which supersedes IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, and IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers, and SIC 31 Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a comprehensive five-step framework for the timing and measurement of revenue recognition. The Company intends to adopt IFRS 15 effective September 1, 2018 and does not expect it to have a material impact on the Consolidated Financial Statements. (ii) In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments – Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. The Company intends to adopt this new standard September 1, 2018 and does not expect it to have a material impact on the Consolidated Financial Statements. (iii) On January 13, 2016, the IASB issued IFRS 16 Leases (“IFRS 16”) which will replace IAS 17, Leases. IFRS 16 will bring leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 is effective for annual reporting periods beginning on or after January 1, 2019. The Company is assessing the impact of this new standard on the Consolidated Financial Statements. |
Segmented Information
Segmented Information | 12 Months Ended |
Aug. 31, 2018 | |
Segmented Information | |
Segmented Information | 5. Segmented Information The Company’s reportable and geographical segments are Canada and, previously, the United States. The accounting policies used for the reportable segments are the same as the Company’s accounting policies. For the purposes of monitoring segment performance and allocating resources between segments, the Company’s executive officer monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments. Effective August 31, 2015, the Company discontinued its reportable segment in the United States. The following tables show information regarding the Company’s reportable segments: For the year ended August 31, 2018 Canada $ United States $ Total $ Revenue, continuing operations — — — Net loss, continuing operations (516,323 ) — (516,323 ) Net loss (516,323 ) — (516,323 ) For the year ended August 31, 2017 Canada$ United States$ Total$ Revenue, continuing operations 20,788 — 20,788 Net loss, continuing operations (2,097,738 ) — (2,097,738 ) Net loss (2,097,738 ) — (2,097,738 ) For the year ended August 31, 2016 Canada$ United States$ Total$ Net loss, continuing operations (13,534,298 ) — (13,534,298 ) Net income (loss), discontinued operations 8,731 (6,020 ) 2,711 Net loss (13,525,567 ) (6,020 ) (13,531,587 ) As at August 31, 2018 Canada $ United States $ Total $ Total Assets 33,043 — 33,043 Total Liabilities (832,631 ) — (832,631 ) As at August 31, 2017 Canada $ United States $ Total $ Total Assets 42,047 — 42,047 Total Liabilities (529,823 ) — (529,823 ) |
Marketable Securities
Marketable Securities | 12 Months Ended |
Aug. 31, 2018 | |
Marketable Securities | |
Marketable Securities | 6. Marketable Securities As at August 31, 2018, the Company held 1,200,000 common shares in Stratex Oil & Gas Holdings, Inc. (“Stratex”). As at August 31, 2015, the Company recorded a change in the fair value of the securities in other comprehensive income (loss) in the amount of $110,525. For the year ended August 31, 2016, the Company re-classified the impairment of $110,525 from other comprehensive income (loss) to the statement of operations and recorded a further impairment of $9,600 as a result of the Stratex common shares being fair valued at $Nil. Market value on acquisition $ 120,125 Change in fair value (110,525 ) Market value, August 31, 2015 $ 9,600 Impairment (9,600 ) Market value, August 31, 2018 and 2017 $ — |
Secured Note Receivable
Secured Note Receivable | 12 Months Ended |
Aug. 31, 2018 | |
Secured Note Receivable | |
Secured Note Receivable | 7. Secured Note Receivable On May 25, 2016, the Company entered into a Term Sheet to license to acquire all the technology, production and client operations owned and operated by New York based Catch Star Studios LLC (“Catch Star”). On October 12, 2016, the Company advanced US$65,000 (CDN$81,483 as at August 31, 2017) to Catch Star and entered into a Secured Promissory Note and General Security Agreement with Catch Star (the “Secured Note”). The Secured Note is due on demand and is secured by all of the assets of Catch Star. Subsequently, Catch Star and the Company could not reach a definitive agreement to memorialize the terms and conditions of the Term Sheet and abandoned the prospective transaction. On February 1, 2017, the Company issued a letter of demand for the repayment in full of the Secured Note from Catch Star. At August 31, 2017, the Company determined that the Secured Note was uncollectible and recorded an impairment of the full amount. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Aug. 31, 2018 | |
Disclosure of transactions between related parties [abstract] | |
Related Party Transactions and Balances | 8. Related Party Transactions and Balances The following transactions with individuals related to the Company arose in the normal course of business have been accounted for at the amount agreed to by the related parties. Compensation of Key Management Personnel The remuneration of directors and other members of key management personnel during the periods set out were as follows: August 31, 2018 August 31, 2017 August 31, 2016 Short term employee benefits (1) (2) $ 60,200 $ 129,981 $ 60,000 Stock based compensation (3) 204,511 1,614,605 615,924 $ 264,711 $ 1,734,586 $ 675,924 The following balances owing to the President and Chief Financial Officer of the Company are included in trade and other payables and are unsecured, non-interest bearing and due on demand: August 31, 2018 August 31, 2017 Short term employee benefits payable (1)(2) $ 50,398 $ 101,500 $ 50,398 $ 101,500 (1) The Company accrues management fees to the Chief Financial Officer of the Company at a rate of $5,000 per month during fiscal 2018, 2017 and 2016. (2) On September 9, 2016, the Company entered into an employment agreement with the President of the Company under which the Company agreed to pay to the President, a base salary of $90,000 and grant one hundred thousand (100,000) common share purchase options (Note 11 e). Effective May 21, 2017, the Company and the President agreed to amend the terms of the employment agreement, by reducing the President’s base salary to $10.00 annually, allowing the President to contract his services to Torinit contemporaneous with his continued employment with the Company and providing a top up provision of up to $1,500 in a month from the Company if the gross compensation earned by the President from Torinit during June, July and August of 2017 (the “Period”), reduces the overall compensation earned by the President below $7,500 in any such month during the Period. (3) On April 1, 2016, the Company granted options to purchase 30,000 common shares to a director. On September 9, 2016 and November 1, 2016, the Company granted options to purchase 130,000 and 50,000 common shares to officers and directors (Note 11 e). On September 1, 2016, the Company entered into an agreement for a period of 12 months with Torinit Technologies Inc., (“Torinit”) to provide dedicated resource augmentation to DoubleTap in an effort to optimize user experience while navigating through the http://DoubleTap.co As at August 31, 2018, the amount of directors’ fees included in trade and other payables was $40,400 (August 31, 2017: $10,200). As at August 31, 2017 and 2016, the Company had a promissory note payable to the former President of the Company of $Nil. For the year ended August 31, 2016, the Company recorded interest on the promissory note of $496 (August 31, 2015: $838). On February 26, 2016, the former President assigned the promissory note of $10,000 and all accumulated interest due in the amount of $113,844 to an arms-length third party. The note was due on demand with interest at a rate of 10% per annum. Effective November 18, 2015, the Company issued to the former President 114,009 Units in the capital of the Company pursuant to the anti-dilution provision contained in the August 30, 2014, debt conversion agreements. On February 29, 2016, the former President converted $38,239 in outstanding debt into 12,746 units in the capital of the Company (Note 9). During the year, the Company received advances from Grown Rogue Unlimited LLC (see Note 16) for working capital purposes in the amount of $49,415. The amount will be settled upon finalization of the reverse takeover transaction. |
Shareholders' Loans, Loans Paya
Shareholders' Loans, Loans Payable and Debt Conversion | 12 Months Ended |
Aug. 31, 2018 | |
Shareholders Loans Loans Payable And Debt Conversion | |
Shareholders' Loans, Loans Payable and Debt Conversion | 9. Shareholders’ Loans, Loans Payable and Debt Conversion Shareholder Loans As at August 31, 2018, the Company had shareholders’ loans payable of $79,910 (August 31, 2017: $Nil). The loans are non-interest bearing and due on demand. Effective November 18, 2015, the Company issued a total of 103,299 Units in the capital of the Company pursuant to an anti-dilution provision contained in the August 30, 2014 debt conversion agreements. The warrant component was valued using a Binomial Lattice model whereas the fair value of the common share component was based on the current market value of the company’s stock. The fair value of the units of $6,896,800 was allocated to the common shares in the amount of $5,034,157 and warrants in the amount of $1,862,643 based on their relative fair values and $6,896,800 was recognized as a loss on settlement of debt in the statement of operations. Significant assumptions utilized in the Binomial Lattice process for the warrant component of the conversion were as follows: November 18, 2015 Market value on valuation date $ 6.60 Contractual exercise rate $ 10.00 Term 1.79 years Expected market volatility 183.30 % Risk free rate using zero coupon US Treasury Security rate 0.90 % Loans Payable Effective November 18, 2015, the Company converted loans and interest due in the aggregate amount of $899,660 through the issuance of 680,068 common shares in the capital of the Company. The fair value of the common shares of $4,540,474 was allocated to common shares and $3,640,814 was recorded as loss on settlement of debt in the consolidated statement of operations. On February 29, 2016, the Company entered into asset purchase and debt settlement agreement and converted loans and interest in the aggregate amount of $277,473 in exchange for the Company’s 0.03% net smelter return royalty on 8 mining claim blocks located in Red Lake, Ontario which were carried on the consolidated statement of financial position at $Nil. Accordingly, the Company recorded a gain on settlement of debt for the full amount in the consolidated statement of operations. Debt Conversion On February 29, 2016, the Company converted debt in the aggregate amount of $451,557 through the issuance of 150,519 units in the capital of the Company. Each unit was comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $3.50 until March 1, 2019. The fair value of the units of $1,220,709 was allocated to common shares in the amount of $638,295 and warrants in the amount of $582,414 based on their relative fair values and $769,152 was recognized as a loss on extinguishment of debt in the consolidated statement of operations. Significant assumptions utilized in the Binomial Lattice process for the warrant component of the conversion were as follows: February 29, 2016 Market value on valuation date $ 8.10 Contractual exercise rate $ 3.50 Term 3 years Expected market volatility 169.73 % Risk free rate using zero coupon US Treasury Security rate 0.91 % Effective November 18, 2015, the Company entered into a shares for debt conversion agreement and converted a note and interest payable to Core Energy Enterprises Inc. (“Core”) in the aggregate amount of $362,793 through the issuance of 274,243 common shares in the capital of the Company. The fair value of the common shares of $1,830,983 was recorded as an increase to common shares and $1,468,190 was recorded as a loss on settlement of debt in the consolidated statement of operations. The CFO of the Company is a major shareholder, officer and a director of Core. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Aug. 31, 2018 | |
Derivative Liabilities | |
Derivative Liabilities | 10. Derivative Liabilities As at August 31, 2018 and 2017, the Company had no derivative liabilities. As at August 31, 2016, the Company had 175,000 derivative warrant liabilities outstanding with a fair value of $Nil, an expiry date of January 15, 2017 which meant a remaining life of 0.13 years and an exercise price of $1.50. As at August 31, 2016, the Company recorded a gain on expiry of derivative warrant liabilities of $281,210 in the consolidated statement of operations. The Company had warrants issued with a cashless exercise price and warrants issued with an exercise price in US dollars which was different from the functional currency of the Company and accordingly the warrants were treated as a financial liabilities. The following table sets out the changes in derivative warrant liabilities during the respective periods: Number of Fair Value Average Exercise As at August 31, 2015 1,305 281,210 US 466.66 Warrants expired (1,305 ) (281,210 ) — Warrants issued 175,000 — — As at August 31, 2016 175,000 — 15.00 Warrants expired (175,000 ) — — As at August 31, 2017 and 2018 — — — On June 22, 2016, the Company entered into a consulting agreement and issued 175,000 common share purchase warrants exercisable at $15.00 with a cashless exercise option. At August 31, 2016, the Company determined that it would not continue with the agreement and it was suspended and on January 15, 2017, the agreement was mutually terminated no warrants were exercised. |
Share Capital and Reserves
Share Capital and Reserves | 12 Months Ended |
Aug. 31, 2018 | |
Share Capital And Reserves | |
Share Capital and Reserves | 11. Share Capital and Reserves The Company filed articles of amendment effective May 26, 2017, and changed its name from Intelligent Content Enterprises Inc., to Novicius Corp., and consolidated its common shares on the basis of one (1) new share for every ten (10) old shares. The Company filed articles of amendment effective February 1, 2016, and changed its name from Eagleford Energy Corp., to Intelligent Content Enterprises Inc., and consolidated its common shares on the basis of one (1) new share for every ten (10) old shares. The consolidated financial statements have been adjusted to reflect these consolidations accordingly. a) Share Capital Authorized: Unlimited number of common shares at no par value Unlimited number of preferred shares issuable in series Common Shares Issued: The following table sets out the changes in common shares during the respective periods: Number Amount $ Balance August 31, 2016 2,650,627 23,220,683 Common shares issued as private placement (Note 11 b (i)) 7,692 30,233 Common shares issued as settlement of shareholder advances (Note 11 b (ii)) 1,187,672 213,781 Common shares issued as anti-dilution provision (Note 11 b (iii)) 1,420,809 184,705 Common shares issued as anti-dilution provision (Note 11 b (iv)) 16,364 2,127 Balance August 31, 2017 and August 31, 2018 5,283,164 23,651,529 Preferred Shares Issued As at August 31, 2018 and August 31, 2017, there were no preferred shares issued. b) Share Purchase Warrants The following table sets out the changes in warrants during the respective periods: August 31, 2018 August 31, 2017 Warrants Number Weighted Number Weighted Outstanding, beginning of year 208,211 — 722,572 — Warrants issued (Note 11 b (i)) — — 7,692 — Warrants issued (Note 11 b (iv)) — — 16,364 — Warrants expired (Note 11 b (v)) — — (538,417 ) — Balance, end of year 208,211 $ 5.27 208,211 $ 5.27 (i) On November 30, 2016, the Company completed private placements for gross proceeds of $50,000 and issued 7,692 units in the capital of the Company at a purchase price of $6.50 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units ($50,000) was allocated to common shares $30,233 and the amount allocated to warrants component using a Binomial Lattice model was $19,767. (ii) Effective August 31, 2017, the Company settled shareholder advances of $213,781 and issued 1,187,672 common shares in the capital of the Company at a price of $0.18 per share. (iii) Pursuant to the August 31, 2017, settlement of shareholder advances of $213,781, effective August 31, 2017, the Company issued 1,420,809 common shares in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. The fair value of $184,705 was calculated on the previous day’s closing price of the Company’s common shares and allocated to common shares and anti-dilution fees in the consolidated statement of operations. (iv) Pursuant to the November 30, 2016, private placement of $50,000, effective August 31, 2017, the Company issued 16,364 Units in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units of $2,127 was allocated to common shares and anti-dilution fees in the consolidated statement of operations. No value was allocated to warrants based on the Binomial Lattice model. (v) On August 31, 2017, 538,417 common share purchase warrants exercisable at $10.00 expired. The amount allocated to warrants based on the Binomial Lattice model was $2,195,738 with a corresponding increase to contributed surplus. The following table summarizes the outstanding warrants as at August 31, 2018 and August 31, 2017, respectively: Number of Exercise Expiry Weighted Average Warrant 160,519 $ 3.50 March 1, 2019 0.50 603,370 23,636 $ 12.50 August 31, 2019 1.00 126,729 24,056 $ 10.00 November 30, 2019 1.25 19,767 208,211 0.64 749,866 Number of Exercise Expiry Weighted Average Warrant 160,519 $ 3.50 March 1, 2019 1.50 603,370 23,636 $ 12.50 August 31, 2019 2.00 126,729 24,056 $ 10.00 November 30, 2019 2.25 19,767 208,211 1.64 749,866 c) Weighted Average Shares Outstanding The following table summarizes the weighted average shares outstanding: August 31, 2017 2017 2016 Weighted Average Shares Outstanding, basic 5,283,164 2,663,614 2,077,096 Weighted Average Shares Outstanding, diluted 5,283,164 2,663,614 2,077,096 At August 31, 2018, there were 208,211 common share purchase warrants that could be exercised, however they are anti-dilutive. The effects of any potential dilutive instruments on loss per share are anti-dilutive and therefore have been excluded from the calculation of diluted loss per share. d) Share Purchase Options The Company has a stock option plan to provide incentives for directors, officers, employees and consultants of the Company. The maximum number of shares, which may be set aside for issuance under the stock option plan, is 20% of the issued and outstanding common shares of the Company on a rolling basis. The following table is a summary of the status of the Company’s stock options and changes during the period: Number of Options Weighted Average Balance, August 31, 2016 38,300 22.80 Granted 200,000 12.05 Expired (83,300 ) (13.63 ) Balance, August 31, 2017 155,000 13.87 Cancelled (155,000 ) (13.87 ) Balance, August 31, 2018 — — The following table is a summary of the Company’s stock options outstanding and exercisable as at August 31, 2017: Options Exercisable Exercise Price Number of Options Options Outstanding Weighted Average Remaining Life (Years) Expiry Date Number of Options Weighted Average Exercise Price $ $ 12.00 5,000 2.20 November 11, 2019 5,000 0.50 $ 15.00 70,000 4.02 September 8, 2021 35,000 3.79 $ 13.00 80,000 4.02 September 8, 2021 80,000 4.38 155,000 3.95 85,000 13.87 e) Stock Based Compensation Effective May 1, 2018, all of the stock options issued by the Company were released and subsequently cancelled and $1,815,961 was recorded as an increase to contributed surplus. Employees On September 9, 2016, the Company granted 30,000 immediately vesting common share purchase options to shares to a director and 30,000 common share purchase options vesting February 6, 2017 to the President. These options are exercisable at $13.00 per share and expire on September 8, 2021. As at August 31, 2017, the Company recorded non-cash stock-based compensation expense of $706,178. On September 9, 2016, the Company granted to the President 70,000 common share purchase options exercisable at $15.00 per share and expiring on September 8, 2021. Of these options, 35,000 vested on September 8, 2017 and 35,000 vesting on September 8, 2018. As at August 31, 2017, the Company recorded non-cash stock-based compensation expense of $613,532. As at August 31, 2018, the Company recorded a further $204,511 in stock-based compensation. On November 1, 2016, the Company granted 50,000 common share purchase options vesting March 30, 2017 to the former Chief Financial Officer. These options were exercisable at $6.40 per share and expired on April 25, 2017. As at August 31, 2017, the Company recorded non-cash stock-based compensation expense of $294,895. Non Employees On September 9, 2016, the Company granted 20,000 immediately vesting common share purchase options to a consultant of the Company. These options are exercisable at $13.00 per share and expire on September 8, 2021. As at August 31, 2017, the Company recorded non-cash stock-based compensation expense of $235,393. The fair value of the stock options granted were estimated on the date of the grant using the Black Scholes option pricing model with the following assumptions and inputs: November 1, 2016 September 9, 2016 Weighted average fair value per option $ 5.90 $ 11.70 Weighted average risk-free interest rate 0.68 % 0.59 % Forfeiture rate 0 % 0 % Weighted average expected volatility 156.70 % 152.32 % Expected life (years) 5 5 Dividend yield Nil Nil Stock price on the date of grant $ 6.40 $ 12.90 |
Non-Cash Transactions
Non-Cash Transactions | 12 Months Ended |
Aug. 31, 2018 | |
Non-cash Transactions | |
Non-Cash Transactions | 12. Non-Cash Transactions The following table summarizes the non-cash transactions for the years set out: August 31, August 31, August 31, Non-cash transactions 2018 ($) 2017 ($) 2016 ($) Stock based compensation (Note 11 e) 204,511 1,849,998 615,924 Stock options cancelled (Note 11 e) (1,815,961 ) — — Stock options expired (Note 11 d) — (1,066,882 ) (60,143 ) Warrants expired (Note 11 b (v)) — (2,195,738 ) — Units issued as anti-dilution provision (Note 11 b (iii)) — 184,705 6,896,800 Shares issued as anti-dilution provision (Note 11 b (iv)) — 2,127 — Shares issued to settle debt — — 6,371,457 Derivative warrants expired (Note 10) — — (281,210 ) Units issued as debt extinguishment (Note 9) — — 1,220,709 Debt settled in exchange of property (Note 9) — — (277,473 ) |
Financial Instruments and Conce
Financial Instruments and Concentration of Risks | 12 Months Ended |
Aug. 31, 2018 | |
Financial Instruments And Concentration Of Risks | |
Financial Instruments and Concentration of Risks | 13. Financial Instruments and Concentration of Risks Financial instruments are measured at fair value on initial recognition of the instrument. The types of risk exposure to the Company’s financial instruments and the ways in which such exposures are managed are as follows: Credit Risk Credit risk is primarily related to the Company’s receivables and cash and the risk of financial loss if a partner or counterparty to a financial instrument fails to meet its contractual obligations. At August 31, 2018, trade and other receivables amounts are $Nil (August 31, 2017: $Nil). At August 31, 2018, included in other receivables is HST due from the Government of Canada in the amount of $4,137 (August 31, 2017: $41,007). Concentration risk exists in cash because cash balances are maintained with one financial institution. The risk is mitigated because the financial institution is an international bank and all amounts are due on demand. The Company’s maximum exposure to credit risk is as follows: August 31, 2018 ($) August 31, 2017 ($) Cash 28,906 1,040 Balance 28,906 1,040 Liquidity Risk The Company monitors its liquidity position regularly to assess whether it has the funds necessary to fulfill planned opportunities or that viable options are available to fund such opportunities from new equity issuances or alternative sources of financings. As a company without significant revenue, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company, or that such financing terms may not be acceptable to the Company. The following table illustrates the contractual maturities of financial liabilities: August 31, 2018 Payments Due by Period $ Less than 1 1-3 4-5 After 5 Total year years years years Trade and other payables 703,306 703,306 — — — Shareholder loans 79,910 79,910 — — — Advances from related party 49,415 49,415 — — — Total 832,361 832,361 — — — August 31, 2017 Payments Due by Period $ Less than 1 1-3 4-5 After 5 Total year years years years Trade and other payables 529,823 529,823 — — — Total 529,823 529,823 — — — Market Risk Market risk represents the risk of loss that may impact the Company’s financial position, results of operations, or cash flows due to adverse changes in financial market prices, including interest rate risk, foreign currency exchange rate risk, and other relevant market or price risks. The Company does not use derivative instruments to mitigate this risk. (i) Currency Risk The Company is exposed to the fluctuations in foreign exchange rates. The Company operates in Canada and a portion of its expenses are incurred in US dollars. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar could have an effect on the Company’s financial instruments. The Company does not hedge its foreign currency exposure. The following assets and liabilities are denominated in US dollars as at the year-end set out below: August 31, 2018 ($) August 31, 2017 ($) Cash 643 77 Prepaid expenses and deposits — — Trade and other payables (39,640 ) (38,777 ) Net liabilities denominated in US$ (38,997 ) (38,700 ) Net liabilities CDN dollar equivalent at period end (1) (50,910 ) (48,514 ) (1) Translated at the exchange rate in effect at August 31, 2018 $1.3055 (August 31, 2017 $1.2536) The following table shows the estimated sensitivity of the Company’s total loss for the periods set out from a change in the US dollar exchange rate in which the Company has exposure with all other variables held constant. August 31, 2018 August 31, 2017 Increase Decrease Increase Decrease Percentage change In total loss from a change in % In total loss from a change in % in US Dollar in the US Exchange Rate ($) in the US Exchange Rate ($) 5 % (3,323 ) 3,323 (3,041 ) 3,041 10 % (6,646 ) 6,646 (6,082 ) 6,082 15 % (9,969 ) 9,969 (9,123 ) 9,123 (ii) Interest Rate Risk Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. The Company is not exposed to any significant interest rate risk. (iii) Fair Value of Financial Instruments The Company’s financial instruments included on the consolidated statements of financial position are comprised of cash, trade and other payables, advances from related party and shareholder loans. The Company classifies the fair value of financial instruments measured at fair value according to the following hierarchy based on the amount of observable inputs used to value the instrument. ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. ● Level 3 – August 31, 2018 August 31, 2017 Financial Instrument Classification Level Carrying Fair Value ($) Carrying Fair Value ($) Fair value through profit or loss: Cash 1 28,906 28,906 1,040 1,040 Other financial liabilities: Trade and other payables 703,306 703,306 529,823 529,823 Advance from related party 49,415 49,415 — — Shareholder loans 79,910 79,910 — — Cash is stated at fair value (Level 1 measurement). The carrying values of trade and other payables, advances from related party and shareholder loans approximate their fair value due to the short-term maturity of these financial instruments. Capital Management The Company’s objectives when managing capital are to ensure the Company will have sufficient financial capacity, liquidity and flexibility to fund its operations, growth and ongoing development opportunities. The Company’s capital requirements currently exceed its operational cash flow. As such, the Company is dependent upon future financings in order to maintain liquidity and will be required to issue equity or issue debt. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, availability of capital and the risk characteristics of any underlying assets in order to meet current and upcoming obligations. The board of directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management and favourable market conditions to sustain future development of the business. As at August 31, 2018 and 2017, the Company considered its capital structure to be comprised of shareholders’ deficiency. |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes | |
Income Taxes | 14. Income Taxes The reconciliation of the combined Canadian federal and provincial statutory tax rate of 26.5% to the effective tax rate is as follows: 2018 2017 2016 Net loss before recovery of income taxes $ 516,323 $ 2,097,738 $ 13,531,587 Expected income tax (recovery) expense (136,830 ) (555,901 ) (3,585,871 ) Share based compensation and non-deductible expenses 80,740 302,853 — Debt forgiveness — 236,907 — Non-taxable items and others — — 3,458,054 Change in tax benefits not recognized 56,090 16,141 127,817 Income tax (recovery) expense $ — $ — $ — Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: 2018 2017 2016 Non-capital losses carried forward - Canada $ 5,370,460 $ 5,154,600 $ 1,313,096 Share issue costs 12,590 16,790 5,621 Capital losses carry forwards — — 28,070 Oil and gas interests — — 76,713 Unrecognized deferred tax asset $ 5,383,050 $ 5,171,390 $ 1,423,500 The Company’s Canadian non-capital losses expire as follows: 2030 703,290 2031 648,310 2032 1,200,570 2033 870,780 2034 662,600 2035 258,560 2036 766,380 2037 44,120 2038 215,850 $ 5,370,460 |
Discontinued Operations and Dis
Discontinued Operations and Dissolution of Subsidiary | 12 Months Ended |
Aug. 31, 2018 | |
Discontinued Operations And Dissolution Of Subsidiary | |
Discontinued Operations and Dissolution of Subsidiary | 15. Discontinued Operations and Dissolution of Subsidiary Discontinued Operations of Eagleford Energy, Zavala Inc. In accordance with the terms of a Secured Note and a General Security Agreement, the Company and Benchmark Enterprises Inc., (“Benchmark”) entered into a Settlement and Exercise of Security Agreement effective August 31, 2015 for the extinguishment of the Secured Note and Interest in the amount of $1,762,328. The Company assigned and conveyed to Benchmark all of its rights, title and interest in and to Zavala Inc. and issued 100,000 common shares of the Company to Benchmark. As a result of the extinguishment of the Note, the Company’s investment in Zavala Inc. had been derecognized from the Company’s Consolidated Financial Statements as at the effective date (August 31, 2015) and presented as discontinued operations on the Consolidated Statements of Operations and Comprehensive Loss and the Consolidated Statements of Cash Flows. Upon the disposition of Zavala Inc., the Company realized a foreign exchange translation gain of $615,881. The following table presents the consolidated statements of operations and other comprehensive income (loss) of Zavala Inc., for the years set out: August 31, 2016 Expenses General and administrative $ 6,020 Loss from discontinued operations (6,020 ) Loss per share from discontinued operations, basic and diluted $ (0.000 ) The following table represents the consolidated statements of Zavala Inc. for the periods set out: August 31, 2016 Cash used in: Operating activities Net loss from discontinued operations $ (6,020 ) Cash used in operating activities, discontinued operations $ (6,020 ) Discontinued operations of 1354166 Alberta Ltd. The Company entered into a Share Purchase and Debt Settlement Agreement with 1288131 Alberta Ltd. effective February 29, 2016 and disposed of its interest in 1354166 Alberta for the settlement of debt owed to 1288131 Alberta Ltd., in the amount of $62,867. As a result of the extinguishment of the debt, the Company’s investment in 1354166 Alberta had been derecognized from the Company’s Consolidated Financial Statements as at the effective date (February 29, 2016) and presented as discontinued operations on the Consolidated Statements of Operations and Comprehensive Loss and the Consolidated Statements of Cash Flows. Upon the disposition of 1354166 Alberta the Company recognized a gain in the amount of $68,489 in the consolidated statement of operations. The following table presents the statements of operations of 1354166 Alberta for the period set out: August 31, 2016 Revenue Natural gas sales $ 13,998 Expenses Operating costs 5,170 General and administrative 97 5,267 Net income from discontinued operations $ 8,731 Earnings per share from discontinued operations, basic and diluted $ 0.000 The following table presents the statements of cash flows of 1354166 Alberta for the period set out: August 31, 2016 Cash provided by (used in) Operating activities Net income from discontinued operations $ 8,731 Item not involving cash Net changes in non-cash working capital Accounts receivable 4,955 Accounts payable 14 Cash provided by operating activities, discontinued operations 13,700 Net cash provided by discontinued operations $ 13,700 The following table presents the effect of the disposal of 1354166 Alberta on the Consolidated Statement of Financial Position of the Company: February 29, 2016 Cash $ 2,564 Accounts Receivable 3,391 Accounts payable (14 ) Provisions (Note 12) (11,563 ) Net assets and liabilities of 1354166 Alberta $ (5,622 ) Dissolution of Dyami Energy, LLC Effective April 3, 2014, the Company’s former wholly owned subsidiary Dyami Energy, LLC (“Dyami Energy”) was dissolved. The Company’s investment in Dyami Energy had been derecognized from the Company’s Consolidated Financial Statements as at the effective date and presented on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows as an impairment of the net assets and liabilities on dissolution of subsidiary. Prior obligations of Dyami Energy, with respect to the Matthews and Murphy Leases of $893,990 were previously recorded by the Company as financial liabilities and recognized as a gain upon de-recognition of financial liabilities for the year ended August 31, 2017. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2018 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On October 31, 2018, the Company, Grown Rogue Unlimited LLC (“Grown Rogue”), Grown Rogue Canada Inc. (“Grown Rogue Canada”) and Novicius Acquisition Corp. (“Acquisition Corp”) entered into a definitive transaction agreement (the “Definitive Agreement”) which set out the terms for the reverse take-over of the Company by Grown Rogue and the related transactions (the ’‘Transaction”). On the closing date of the Transaction, the Company acquired the business of Grown Rogue and the funds raised by Grown Rogue Canada. Effective November 1, 2018, in preparation for the Transaction, the Company completed a consolidation (the “Consolidation”) of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post-consolidated common share (a “Resulting Issuer Share”) and changed its name to “Grown Rogue International Inc.”. In consideration for all of the equity interests of Grown Rogue, the unitholders and warrant holders of Grown Rogue received an aggregate of 60,746,202 Resulting Issuer Shares at a deemed price of $0.44 per share and 5,446,202 Resulting Issuer Warrants with an exercise price of $0.55 per share. As part of the transaction, Grown Rogue also completed a non-brokered private placement of subscription receipts for gross proceeds of $1,646,050, with each subscription receipt being sold for $0.44. In accordance with debt settlement agreements between the Company and certain of its creditors, the parties agreed to assign an aggregate of $369,508 in indebtedness owing to the Company to Acquisition Corp. The debt was subsequently converted (the “Debt Conversion”) into 839,790 units of Acquisition Corp. at $0.44 per unit (the “Debt Conversion Units”). Each Debt Conversion Unit was comprised of one common share of Acquisition Corp. (a “Debt Conversion Share”) and one Novicius AcquisitionCo purchase warrant (“Novicius AcquisitionCo Warrants”). Each Novicius AcquisitionCo Warrant is exercisable into one common share at an exercise price of $0.55 per share for 24 months. In accordance with the Definitive Agreement, the Debt Conversion Shares were exchanged for 839,790 Resulting Issuer Shares at the time of the amalgamation for Grown Rogue Canada and Acquisition Corp., and the 839,790 Novicius AcquisitionCo Warrants were exchanged, without additional consideration or action, for the same number of warrants of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Basis of Consolidation | Basis of Consolidation Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. The financial statements of the subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the Consolidated Financial Statements. The Consolidated Financial Statements include the accounts of the Company, the legal parent, together with its wholly-owned subsidiaries, Ice Studio, DoubleTap and Novicius Acquisition Corp. |
Revenue Recognition | Revenue Recognition Revenue is recognized when there is persuasive evidence that an arrangement exists which is when a contract or sales order is signed by both parties, delivery has occurred, ownership has been transferred to the customer, price is fixed or determinable and ultimate collection is reasonably assured at the time of delivery. Revenue from advertising revenue were recognized when services were provided. |
Foreign Currency | Foreign Currency Items included in the Consolidated Financial Statements of each of the Company’s wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in profit or loss. Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in the foreign currency translation reserve under other comprehensive income. |
Going Concern | Going Concern The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There is an uncertainty regarding the Corporation’s ability to continue as a going concern (see Note 1 b and Note 16). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty. |
Fair Value of Derivative Liabilities | Fair Value of Derivative Liabilities The Company is exposed to risks related to changes in its share prices, foreign exchange rates, interest rate and volatility rates used to determine the estimated fair value of its derivative liabilities. In the determination of the fair value of these instruments, the Company utilizes certain independent values and, when not available, internal financial models which are based primarily on observable market data. Management’s judgment is required in the development of these models. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, discount rates and dividend yield. |
Settlement of Debt with Equity Instruments | Settlement of Debt with Equity Instruments Equity instruments issued to a creditor to extinguish a financial liability are measured at the fair value of the equity instruments at the date the financial liability is extinguished. The Company estimates the fair value of warrants using the Binomial Lattice pricing model and further assumptions including the expected life, volatility, discount rates and dividend yield. The fair value of the units comprising shares and warrants issued in connection with the extinguishment of a financial liability are then prorated to the total market value of the common shares. |
Fair Value of Stock Based Compensation and Warrants | Fair Value of Stock Based Compensation and Warrants In determining the fair value of share based payments the calculated amounts are not based on historical cost, but is derived based on assumptions (such as the expected volatility of the price of the underlying security, expected hold period before exercise, dividend yield and the risk-free rate of return) input into a pricing model. The model requires that management make forecasts as to future events, including estimates of: the average future hold period of issued stock options and compensation warrants before exercise, expiry or cancellation; future volatility of the Company’s share price in the expected hold period; dividend yield; and the appropriate risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the option or warrant could receive in an arm’s length transaction, given that there is no market for the options or compensation warrants and they are not transferable. Similar calculations are made in estimating the fair value of the warrant component of an equity unit. The assumptions used in these calculations are inherently uncertain. Changes in these assumptions could materially affect the related fair value estimates. |
Earnings (Loss) per Share | Earnings (Loss) per Share The basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. The diluted earnings per share reflects the dilution that would occur if outstanding stock options and share purchase warrants were exercised or converted into common shares using the treasury stock method. The inclusion of the Company’s stock options and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. |
Discontinued Operations | Discontinued Operations A discontinued operation is a component of the Company’s business that represented a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. Effective February 29, 2016, the Company disposed of its investment in 1354166 Alberta Ltd., (“1354166 Alberta”) and accordingly their operations were treated as discontinued operations. |
Financial Instruments | Financial Instruments Classification and Measurement Financial instruments are measured at fair value on initial recognition of the instrument. Measurement in subsequent periods depends on whether the financial instrument has been classified as “fair value through profit and loss”, “loans and receivables”, “available-for-sale”, “held-to-maturity”, or “other financial liability” as defined by IAS 39, “Financial Instruments: Recognition and Measurement”. Financial assets and financial liabilities at “fair value through profit or loss” and are measured at fair value with changes in fair value recognized in the statement of operations. Transaction costs are expensed when incurred. The Company has classified cash and derivative liabilities as “fair value through profit and loss”. Financial instruments classified as “loans and receivables”, “held-to-maturity”, or “financial liabilities” are measured at amortized cost using the effective interest rate method of amortized cost. “Loans and receivables” are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. “Held-to-maturity” financial assets are non-derivative investments that an entity has the positive intention and ability to hold to maturity. “Other financial liabilities measured at amortized cost” are those financial liabilities that are not designated as “fair value through profit or loss”. The Company has classified trade and other payables as “other financial liabilities”. Financial assets classified as “available-for-sale” are measured at fair value, with changes in fair value recognized in other comprehensive income. The Company has classified its marketable securities as “available for sale”. |
Cash | Cash Cash in the statement of financial position comprise cash held in banking institutions. |
Marketable Securities | Marketable Securities At each financial reporting period, the Company estimates the fair value of investments which are available-for-sale, which could be based on quoted closing bid ask spread prices or other measures for unquoted instruments. Adjustments to the fair value of the marketable securities at the financial position date are recorded to other comprehensive income until re-classified to the statement of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company’s derivative instruments consisted of derivative liabilities in relation to its i) anti-dilution units issued; and ii); share purchase warrants with a US Dollar exercise price. i) The Company had issued Units that contained an anti-dilution provision such that if within 18 months of the issue date, the Company issued additional common shares for a consideration per share or with an exercise or conversion price per share, less than issue price (the “Adjusted Price”) the Holder shall be entitled to receive (for no additional consideration) additional Units in an amount such that, when added to the number of Units acquired by Holder under the agreement will equal the number of Units that the Holder would otherwise be entitled to receive had the transaction occurred at the Adjusted Price. The anti-dilution provision was considered a derivative and required fair value measurement at each reporting period. During the reporting periods August 31, 2016 and 2015 the Company determined that based on the market price being greater than the issue price per share, no additional common shares were required to be fair valued and recorded as a derivative liability. ii) In prior years, the Company had issued share purchase warrants with an exercise price in US dollars, rather than Canadian dollars (the functional currency of the Company). Such share purchase warrants are derivative instruments and the Company was required to re-measure the fair value at each reporting date. The fair value of these share purchase warrants are re-measured at each reporting date using the Black-Scholes option pricing model with changes recorded to the statement of operations. |
Impairment | Impairment Financial Assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. Remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognized in the statement of operations. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost the reversal is recognized in profit or loss. |
Income tax | Income tax Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years. Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates. Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. |
Share-Based Compensation | Share-Based Compensation The Company has a share-based compensation plan that grants stock options to employees and non-employees. This plan is an equity settled plan. The Company uses the fair value method for accounting for share-based awards to employees and non-employees. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service. |
Warrants | Warrants When the Company issues units comprising common shares and warrants, the Company follows the relative fair value method of accounting for warrants attached to and issued with common shares of the Company. Under this method, the fair value of the common shares is estimated and the fair value of the warrants issued is estimated using an option pricing model. The fair value is then prorated to the total of the net proceeds received on issuance of the common shares and the warrants. |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Segmented Information | |
Schedule of reportable segments | The following tables show information regarding the Company’s reportable segments: For the year ended August 31, 2018 Canada $ United States $ Total $ Revenue, continuing operations — — — Net loss, continuing operations (516,323 ) — (516,323 ) Net loss (516,323 ) — (516,323 ) For the year ended August 31, 2017 Canada$ United States$ Total$ Revenue, continuing operations 20,788 — 20,788 Net loss, continuing operations (2,097,738 ) — (2,097,738 ) Net loss (2,097,738 ) — (2,097,738 ) For the year ended August 31, 2016 Canada$ United States$ Total$ Net loss, continuing operations (13,534,298 ) — (13,534,298 ) Net income (loss), discontinued operations 8,731 (6,020 ) 2,711 Net loss (13,525,567 ) (6,020 ) (13,531,587 ) As at August 31, 2018 Canada $ United States $ Total $ Total Assets 33,043 — 33,043 Total Liabilities (832,631 ) — (832,631 ) As at August 31, 2017 Canada $ United States $ Total $ Total Assets 42,047 — 42,047 Total Liabilities (529,823 ) — (529,823 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Marketable Securities | |
Schedule of marketable securities | For the year ended August 31, 2016, the Company re-classified the impairment of $110,525 from other comprehensive income (loss) to the statement of operations and recorded a further impairment of $9,600 as a result of the Stratex common shares being fair valued at $Nil. Market value on acquisition $ 120,125 Change in fair value (110,525 ) Market value, August 31, 2015 $ 9,600 Impairment (9,600 ) Market value, August 31, 2018 and 2017 $ — |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Disclosure of transactions between related parties [abstract] | |
Schedule of remuneration of key management personnel | The remuneration of directors and other members of key management personnel during the periods set out were as follows: August 31, 2018 August 31, 2017 August 31, 2016 Short term employee benefits (1) (2) $ 60,200 $ 129,981 $ 60,000 Stock based compensation (3) 204,511 1,614,605 615,924 $ 264,711 $ 1,734,586 $ 675,924 The following balances owing to the President and Chief Financial Officer of the Company are included in trade and other payables and are unsecured, non-interest bearing and due on demand: August 31, 2018 August 31, 2017 Short term employee benefits payable (1)(2) $ 50,398 $ 101,500 $ 50,398 $ 101,500 (1) The Company accrues management fees to the Chief Financial Officer of the Company at a rate of $5,000 per month during fiscal 2018, 2017 and 2016. (2) On September 9, 2016, the Company entered into an employment agreement with the President of the Company under which the Company agreed to pay to the President, a base salary of $90,000 and grant one hundred thousand (100,000) common share purchase options (Note 11 e). Effective May 21, 2017, the Company and the President agreed to amend the terms of the employment agreement, by reducing the President’s base salary to $10.00 annually, allowing the President to contract his services to Torinit contemporaneous with his continued employment with the Company and providing a top up provision of up to $1,500 in a month from the Company if the gross compensation earned by the President from Torinit during June, July and August of 2017 (the “Period”), reduces the overall compensation earned by the President below $7,500 in any such month during the Period. (3) On April 1, 2016, the Company granted options to purchase 30,000 common shares to a director. On September 9, 2016 and November 1, 2016, the Company granted options to purchase 130,000 and 50,000 common shares to officers and directors (Note 11 e). |
Shareholders' Loans, Loans Pa_2
Shareholders' Loans, Loans Payable and Debt Conversion (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Shareholders Loans Loans Payable And Debt Conversion | |
Schedule of debt conversion | Significant assumptions utilized in the Binomial Lattice process for the warrant component of the conversion were as follows: November 18, 2015 Market value on valuation date $ 6.60 Contractual exercise rate $ 10.00 Term 1.79 years Expected market volatility 183.30 % Risk free rate using zero coupon US Treasury Security rate 0.90 % February 29, 2016 Market value on valuation date $ 8.10 Contractual exercise rate $ 3.50 Term 3 years Expected market volatility 169.73 % Risk free rate using zero coupon US Treasury Security rate 0.91 % |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Derivative Liabilities | |
Schedule of changes in derivative warrant liabilities | The following table sets out the changes in derivative warrant liabilities during the respective periods: Number of Fair Value Average Exercise As at August 31, 2015 1,305 281,210 US 466.66 Warrants expired (1,305 ) (281,210 ) — Warrants issued 175,000 — — As at August 31, 2016 175,000 — 15.00 Warrants expired (175,000 ) — — As at August 31, 2017 and 2018 — — — |
Share Capital and Reserves (Tab
Share Capital and Reserves (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Share Capital And Reserves | |
Schedule of changes in common shares | The following table sets out the changes in common shares during the respective periods: Number Amount $ Balance August 31, 2016 2,650,627 23,220,683 Common shares issued as private placement (Note 11 b (i)) 7,692 30,233 Common shares issued as settlement of shareholder advances (Note 11 b (ii)) 1,187,672 213,781 Common shares issued as anti-dilution provision (Note 11 b (iii)) 1,420,809 184,705 Common shares issued as anti-dilution provision (Note 11 b (iv)) 16,364 2,127 Balance August 31, 2017 and August 31, 2018 5,283,164 23,651,529 (i) On November 30, 2016, the Company completed private placements for gross proceeds of $50,000 and issued 7,692 units in the capital of the Company at a purchase price of $6.50 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units ($50,000) was allocated to common shares $30,233 and the amount allocated to warrants component using a Binomial Lattice model was $19,767. (ii) Effective August 31, 2017, the Company settled shareholder advances of $213,781 and issued 1,187,672 common shares in the capital of the Company at a price of $0.18 per share. (iii) Pursuant to the August 31, 2017, settlement of shareholder advances of $213,781, effective August 31, 2017, the Company issued 1,420,809 common shares in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. The fair value of $184,705 was calculated on the previous day’s closing price of the Company’s common shares and allocated to common shares and anti-dilution fees in the consolidated statement of operations. (iv) Pursuant to the November 30, 2016, private placement of $50,000, effective August 31, 2017, the Company issued 16,364 Units in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units of $2,127 was allocated to common shares and anti-dilution fees in the consolidated statement of operations. No value was allocated to warrants based on the Binomial Lattice model. |
Schedule of changes in warrants | The following table sets out the changes in warrants during the respective periods: August 31, 2018 August 31, 2017 Warrants Number of Warrants Weighted Average Price Number Weighted Outstanding, beginning of year 208,211 — 722,572 — Warrants issued (Note 11 b (i)) — — 7,692 — Warrants issued (Note 11 b (iv)) — — 16,364 — Warrants expired (Note 11 b (v)) — — (538,417 ) — Balance, end of year 208,211 $ 5.27 208,211 $ 5.27 (i) On November 30, 2016, the Company completed private placements for gross proceeds of $50,000 and issued 7,692 units in the capital of the Company at a purchase price of $6.50 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units ($50,000) was allocated to common shares $30,233 and the amount allocated to warrants component using a Binomial Lattice model was $19,767. (iv) Pursuant to the November 30, 2016, private placement of $50,000, effective August 31, 2017, the Company issued 16,364 Units in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units of $2,127 was allocated to common shares and anti-dilution fees in the consolidated statement of operations. No value was allocated to warrants based on the Binomial Lattice model. (v) On August 31, 2017, 538,417 common share purchase warrants exercisable at $10.00 expired. The amount allocated to warrants based on the Binomial Lattice model was $2,195,738 with a corresponding increase to contributed surplus. |
Schedule of outstanding warrants | The following table summarizes the outstanding warrants as at August 31, 2018 and August 31, 2017, respectively: Number of Exercise Expiry Weighted Average Warrant 160,519 $ 3.50 March 1, 2019 0.50 603,370 23,636 $ 12.50 August 31, 2019 1.00 126,729 24,056 $ 10.00 November 30, 2019 1.25 19,767 208,211 0.64 749,866 Number of Exercise Expiry Weighted Average Warrant 160,519 $ 3.50 March 1, 2019 1.50 603,370 23,636 $ 12.50 August 31, 2019 2.00 126,729 24,056 $ 10.00 November 30, 2019 2.25 19,767 208,211 1.64 749,866 |
Schedule of weighted average shares outstanding | The following table summarizes the weighted average shares outstanding: August 31, 2017 2017 2016 Weighted Average Shares Outstanding, basic 5,283,164 2,663,614 2,077,096 Weighted Average Shares Outstanding, diluted 5,283,164 2,663,614 2,077,096 |
Schedule of stock options and changes | The following table is a summary of the status of the Company’s stock options and changes during the period: Number of Options Weighted Average Balance, August 31, 2016 38,300 22.80 Granted 200,000 12.05 Expired (83,300 ) (13.63 ) Balance, August 31, 2017 155,000 13.87 Cancelled (155,000 ) (13.87 ) Balance, August 31, 2018 — — |
Schedule of stock options outstanding and exercisable | The following table is a summary of the Company’s stock options outstanding and exercisable as at August 31, 2017: Options Exercisable Exercise Price Number of Options Options Outstanding Weighted Average Remaining Life (Years) Expiry Date Number of Options Weighted Average Exercise Price $ $ 12.00 5,000 2.20 November 11, 2019 5,000 0.50 $ 15.00 70,000 4.02 September 8, 2021 35,000 3.79 $ 13.00 80,000 4.02 September 8, 2021 80,000 4.38 155,000 3.95 85,000 13.87 |
Schedule of estimated fair value of the stock options granted | The fair value of the stock options granted were estimated on the date of the grant using the Black Scholes option pricing model with the following assumptions and inputs: November 1, 2016 September 9, 2016 Weighted average fair value per option $ 5.90 $ 11.70 Weighted average risk-free interest rate 0.68 % 0.59 % Forfeiture rate 0 % 0 % Weighted average expected volatility 156.70 % 152.32 % Expected life (years) 5 5 Dividend yield Nil Nil Stock price on the date of grant $ 6.40 $ 12.90 |
Non-Cash Transactions (Tables)
Non-Cash Transactions (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Non-cash Transactions | |
Schedule of non-cash transactions | The following table summarizes the non-cash transactions for the years set out: August 31, August 31, August 31, Non-cash transactions 2018 ($) 2017 ($) 2016 ($) Stock based compensation (Note 11 e) 204,511 1,849,998 615,924 Stock options cancelled (Note 11 e) (1,815,961 ) — — Stock options expired (Note 11 d) — (1,066,882 ) (60,143 ) Warrants expired (Note 11 b (v)) — (2,195,738 ) — Units issued as anti-dilution provision (Note 11 b (iii)) — 184,705 6,896,800 Shares issued as anti-dilution provision (Note 11 b (iv)) — 2,127 — Shares issued to settle debt — — 6,371,457 Derivative warrants expired (Note 10) — — (281,210 ) Units issued as debt extinguishment (Note 9) — — 1,220,709 Debt settled in exchange of property (Note 9) — — (277,473 ) |
Financial Instruments and Con_2
Financial Instruments and Concentration of Risks (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Financial Instruments And Concentration Of Risks | |
Schedule of exposure to credit risk | The Company’s maximum exposure to credit risk is as follows: August 31, 2018 ($) August 31, 2017 ($) Cash 28,906 1,040 Balance 28,906 1,040 |
Schedule of contractual maturities of financial liabilities | The following table illustrates the contractual maturities of financial liabilities: August 31, 2018 Payments Due by Period $ Less than 1 1-3 4-5 After 5 Total year years years years Trade and other payables 703,306 703,306 — — — Shareholder loans 79,910 79,910 — — — Advances from related party 49,415 49,415 — — — Total 832,361 832,361 — — — August 31, 2017 Payments Due by Period $ Less than 1 1-3 4-5 After 5 Total year years years years Trade and other payables 529,823 529,823 — — — Total 529,823 529,823 — — — |
Schedule of assets and liabilities denominated in US dollars | The following assets and liabilities are denominated in US dollars as at the year-end set out below: August 31, 2018 ($) August 31, 2017 ($) Cash 643 77 Prepaid expenses and deposits — — Trade and other payables (39,640 ) (38,777 ) Net liabilities denominated in US$ (38,997 ) (38,700 ) Net liabilities CDN dollar equivalent at period end (1) (50,910 ) (48,514 ) (1) Translated at the exchange rate in effect at August 31, 2018 $1.3055 (August 31, 2017 $1.2536) |
Schedule of estimated sensitivity from change in exchange rate | The following table shows the estimated sensitivity of the Company’s total loss for the periods set out from a change in the US dollar exchange rate in which the Company has exposure with all other variables held constant. August 31, 2018 August 31, 2017 Increase Decrease Increase Decrease Percentage change In total loss from a change in % In total loss from a change in % in US Dollar in the US Exchange Rate ($) in the US Exchange Rate ($) 5 % (3,323 ) 3,323 (3,041 ) 3,041 10 % (6,646 ) 6,646 (6,082 ) 6,082 15 % (9,969 ) 9,969 (9,123 ) 9,123 |
Schedule of valuations for the asset or liability not based on observable market data | August 31, 2018 August 31, 2017 Financial Instrument Classification Level Carrying Fair Value ($) Carrying Fair Value ($) Fair value through profit or loss: Cash 1 28,906 28,906 1,040 1,040 Other financial liabilities: Trade and other payables 703,306 703,306 529,823 529,823 Advance from related party 49,415 49,415 — — Shareholder loans 79,910 79,910 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes | |
Schedule of canadian federal and provincial statutory effective tax rate | The reconciliation of the combined Canadian federal and provincial statutory tax rate of 26.5% to the effective tax rate is as follows: 2018 2017 2016 Net loss before recovery of income taxes $ 516,323 $ 2,097,738 $ 13,531,587 Expected income tax (recovery) expense (136,830 ) (555,901 ) (3,585,871 ) Share based compensation and non-deductible expenses 80,740 302,853 — Debt forgiveness — 236,907 — Non-taxable items and others — — 3,458,054 Change in tax benefits not recognized 56,090 16,141 127,817 Income tax (recovery) expense $ — $ — $ — |
Schedule of unrecognized deferred tax assets | Deferred tax assets have not been recognized in respect of the following deductible temporary differences: 2018 2017 2016 Non-capital losses carried forward - Canada $ 5,370,460 $ 5,154,600 $ 1,313,096 Share issue costs 12,590 16,790 5,621 Capital losses carry forwards — — 28,070 Oil and gas interests — — 76,713 Unrecognized deferred tax asset $ 5,383,050 $ 5,171,390 $ 1,423,500 |
Schedule of non-capital losses expire | The Company’s Canadian non-capital losses expire as follows: 2030 703,290 2031 648,310 2032 1,200,570 2033 870,780 2034 662,600 2035 258,560 2036 766,380 2037 44,120 2038 215,850 $ 5,370,460 |
Discontinued Operations and D_2
Discontinued Operations and Dissolution of Subsidiary (Tables) | 12 Months Ended |
Aug. 31, 2018 | |
Discontinued Operations And Dissolution Of Subsidiary | |
Schedule of statements of operations and other comprehensive income (loss) of Zavala Inc | The following table presents the consolidated statements of operations and other comprehensive income (loss) of Zavala Inc., for the years set out: August 31, 2016 Expenses General and administrative $ 6,020 Loss from discontinued operations (6,020 ) Loss per share from discontinued operations, basic and diluted $ (0.000 ) |
Schedule of consolidated statements of Zavala Inc | The following table represents the consolidated statements of Zavala Inc. for the periods set out: August 31, 2016 Cash used in: Operating activities Net loss from discontinued operations $ (6,020 ) Cash used in operating activities, discontinued operations $ (6,020 ) |
Schedule of statements of operations of 1354166 Alberta | The following table presents the statements of operations of 1354166 Alberta for the period set out: August 31, 2016 Revenue Natural gas sales $ 13,998 Expenses Operating costs 5,170 General and administrative 97 5,267 Net income from discontinued operations $ 8,731 Earnings per share from discontinued operations, basic and diluted $ 0.000 |
Schedule of statements of cash flows of 1354166 Alberta | The following table presents the statements of cash flows of 1354166 Alberta for the period set out: August 31, 2016 Cash provided by (used in) Operating activities Net income from discontinued operations $ 8,731 Item not involving cash Net changes in non-cash working capital Accounts receivable 4,955 Accounts payable 14 Cash provided by operating activities, discontinued operations 13,700 Net cash provided by discontinued operations $ 13,700 |
Schedule of effect of the disposal of 1354166 Alberta on the Consolidated Statement of Financial Position | The following table presents the effect of the disposal of 1354166 Alberta on the Consolidated Statement of Financial Position of the Company: February 29, 2016 Cash $ 2,564 Accounts Receivable 3,391 Accounts payable (14 ) Provisions (Note 12) (11,563 ) Net assets and liabilities of 1354166 Alberta $ (5,622 ) |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - CAD ($) | May 26, 2017 | Feb. 29, 2016 | Feb. 02, 2016 | Aug. 31, 2018 | Aug. 31, 2017 |
Nature Of Business | |||||
Description of common stock basis | Common shares on the basis of one (1) new share for every ten (10) old shares. | Each unit was comprised of one (1) common share and one (1) common share purchase warrant. | Common shares on the basis of one (1) new share for every ten (10) old shares. | One (1) new share for every ten (10) old shares | |
Working capital deficiency | $ (799,588) | $ (487,776) | |||
Accumulated deficit | $ (32,201,307) | $ (31,684,984) |
Segmented Information (Details)
Segmented Information (Details) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Disclosure of operating segments [line items] | |||
Revenue, continuing operations | $ 20,788 | $ (13,534,298) | |
Net loss, continuing operations | (516,323) | (2,097,738) | (13,534,298) |
Net income (loss), discontinued operations | 2,711 | ||
Net loss | (516,323) | (2,097,738) | (13,531,587) |
Total Assets | 33,043 | 42,047 | |
Total Liabilities | (832,631) | (529,823) | |
CANADA | |||
Disclosure of operating segments [line items] | |||
Revenue, continuing operations | 20,788 | (13,534,298) | |
Net loss, continuing operations | (516,323) | (2,097,738) | |
Net income (loss), discontinued operations | 8,731 | ||
Net loss | (516,323) | (2,097,738) | (13,525,567) |
Total Assets | 33,043 | 42,047 | |
Total Liabilities | (832,631) | (529,823) | |
UNITED STATES | |||
Disclosure of operating segments [line items] | |||
Revenue, continuing operations | |||
Net loss, continuing operations | |||
Net income (loss), discontinued operations | (6,020) | ||
Net loss | $ (6,020) | ||
Total Assets | |||
Total Liabilities |
Marketable Securities (Details)
Marketable Securities (Details) - CAD ($) | 12 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 | |
Marketable Securities | ||||
Market value | $ 9,600 | $ 120,125 | ||
Change in fair value | (110,525) | (110,525) | ||
Impairment | (9,600) | |||
Market value | $ 9,600 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - CAD ($) | 12 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 | |
Disclosure of operating segments [line items] | ||||
Change in fair value | $ 110,525 | $ 110,525 | ||
Impairment | $ 9,600 | |||
Stratex Oil & Gas Holdings, Inc. [Member] | ||||
Disclosure of operating segments [line items] | ||||
Number of shares held | 1,200,000 | |||
Change in fair value | ||||
Impairment | $ 9,600 |
Secured Note Receivable (Detail
Secured Note Receivable (Details Narrative) | Oct. 12, 2016USD ($) | Aug. 31, 2018CAD ($) | Aug. 31, 2017CAD ($) |
Disclosure of transactions between related parties [line items] | |||
Advances from related party (Note 8) | $ 49,415 | ||
Catch Star Studios LLC [Member] | GeneralSecurityAgreement [Member] | Secured Promissory Note [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Advances from related party (Note 8) | $ 81,483 | ||
Description of collateral | The Secured Note is due on demand and is secured by all of the assets of Catch Star. | ||
Catch Star Studios LLC [Member] | GeneralSecurityAgreement [Member] | United States of America, Dollars | Secured Promissory Note [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Advances from related party (Note 8) | $ 65,000 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - CAD ($) | 12 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | ||
Disclosure of transactions between related parties [abstract] | ||||
Short term employee benefits | [1],[2] | $ 60,200 | $ 129,981 | $ 60,000 |
Stock based compensation | [3] | 204,511 | 1,614,605 | 615,924 |
Remuneration | $ 264,711 | $ 1,734,586 | $ 675,924 | |
[1] | On September 9, 2016, the Company entered into an employment agreement with the President of the Company under which the Company agreed to pay to the President, a base salary of $90,000 and grant one hundred thousand (100,000) common share purchase options (Note 11 e). Effective May 21, 2017, the Company and the President agreed to amend the terms of the employment agreement, by reducing the President's base salary to $10.00 annually, allowing the President to contract his services to Torinit contemporaneous with his continued employment with the Company and providing a top up provision of up to $1,500 in a month from the Company if the gross compensation earned by the President from Torinit during June, July and August of 2017 (the Period), reduces the overall compensation earned by the President below $7,500 in any such month during the Period. | |||
[2] | The Company accrues management fees to the Chief Financial Officer of the Company at a rate of $5,000 per month during fiscal 2018, 2017 and 2016. | |||
[3] | On April 1, 2016, the Company granted options to purchase 30,000 common shares to a director. On September 9, 2016 and November 1, 2016, the Company granted options to purchase 130,000 and 50,000 common shares to officers and directors (Note 11 e). |
Related Party Transactions an_4
Related Party Transactions and Balances (Details 1) - President and Chief Financial Officer [Member] - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | ||
Disclosure of transactions between related parties [line items] | |||
Short term employee benefits payable | [1],[2] | $ 50,398 | $ 101,500 |
Total balances owing | $ 50,398 | $ 101,500 | |
[1] | On September 9, 2016, the Company entered into an employment agreement with the President of the Company under which the Company agreed to pay to the President, a base salary of $90,000 and grant one hundred thousand (100,000) common share purchase options (Note 11 e). Effective May 21, 2017, the Company and the President agreed to amend the terms of the employment agreement, by reducing the President's base salary to $10.00 annually, allowing the President to contract his services to Torinit contemporaneous with his continued employment with the Company and providing a top up provision of up to $1,500 in a month from the Company if the gross compensation earned by the President from Torinit during June, July and August of 2017 (the Period), reduces the overall compensation earned by the President below $7,500 in any such month during the Period. | ||
[2] | The Company accrues management fees to the Chief Financial Officer of the Company at a rate of $5,000 per month during fiscal 2018, 2017 and 2016. |
Related Party Transactions an_5
Related Party Transactions and Balances (Details Narrative) - CAD ($) | Nov. 01, 2016 | Sep. 09, 2016 | Sep. 02, 2016 | Apr. 01, 2016 | Feb. 29, 2016 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Feb. 26, 2016 | Nov. 18, 2015 | Aug. 31, 2015 |
Disclosure of transactions between related parties [line items] | |||||||||||
Trade and other payables | $ 703,306 | $ 529,823 | |||||||||
Trade And Other Payables [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Directors fees | 40,400 | 10,200 | |||||||||
Chief Financial Officer [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Accrued management fees per month | 5,000 | 5,000 | $ 5,000 | ||||||||
President [Member] | Employment Agreement [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Base salary | $ 90,000 | ||||||||||
Grant | 100,000 | ||||||||||
Reduction of salary | 10 | ||||||||||
Provisions for additional compensation per month | $ 1,500 | ||||||||||
Description of compensation | The gross compensation earned by the President from Torinit during June, July and August of 2017 (the “Period”), reduces the overall compensation earned by the President below $7,500 in any such month during the Period. | ||||||||||
Director [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Option grant, in shares | 30,000 | ||||||||||
Director And Officer [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Option grant, in shares | 50,000 | 130,000 | |||||||||
Torinit Technologies Inc [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Description of compensation | The Company agreed to compensate Torinit the sum of $8,000 per month based on 320 hours per month for a 12 month period. | ||||||||||
Trade and other payables | 23,961 | 23,961 | |||||||||
Former President [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Promissory note payable | |||||||||||
Interest payable on promissory note | $ 496 | $ 838 | |||||||||
Issue of promissory note | $ 10,000 | ||||||||||
Accumulated interest due | $ 113,844 | ||||||||||
Interest rate | 10.00% | ||||||||||
Number of stock issued | 114,009 | ||||||||||
Number of convertible instrument, Value | $ 38,239 | ||||||||||
Number of convertible instrument, Units | 12,746 | ||||||||||
Grown Rogue Unlimited LLC [Member] | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Advance receivable | $ 49,415 |
Shareholders' Loans, Loans Pa_3
Shareholders' Loans, Loans Payable and Debt Conversion (Details) - Warrant [Member] - $ / shares | Feb. 29, 2016 | Nov. 18, 2015 |
Disclosure of classes of share capital [line items] | ||
Market value on valuation date | $ 8.10 | $ 6.60 |
Contractual exercise rate | $ 3.50 | $ 10 |
Term | 3 years | 1 year 9 months 14 days |
Expected market volatility | 169.73% | 183.30% |
Risk free rate using zero coupon US Treasury Security rate | 0.91% | 0.90% |
Shareholders' Loans, Loans Pa_4
Shareholders' Loans, Loans Payable and Debt Conversion (Details Narrative) | Nov. 18, 2018CAD ($) | May 26, 2017 | Nov. 30, 2016CAD ($)shares | Feb. 29, 2016CAD ($)Number | Feb. 02, 2016 | Nov. 18, 2015CAD ($)shares | Aug. 31, 2018CAD ($) | Aug. 31, 2017CAD ($) | Aug. 31, 2016CAD ($) |
Disclosure of classes of share capital [line items] | |||||||||
Shareholders' loans payable | $ 79,910 | $ 0 | |||||||
Fair value of unit | $ 50,000 | $ 1,220,709 | |||||||
Value of allocated common share | 638,295 | $ 4,540,474 | |||||||
Loss on settlement of debt | $ 12,489,249 | ||||||||
Number of share issued | shares | 7,692 | ||||||||
Value of converted debt | 451,557 | ||||||||
Number of unit converted | $ 150,519 | ||||||||
Description of unit | Common shares on the basis of one (1) new share for every ten (10) old shares. | Each unit was comprised of one (1) common share and one (1) common share purchase warrant. | Common shares on the basis of one (1) new share for every ten (10) old shares. | One (1) new share for every ten (10) old shares | |||||
Loss on extinguishment of debt | $ 769,152 | ||||||||
Warrant [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Value of allocated common share | $ 582,414 | ||||||||
Description of unit | Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $3.50 until March 1, 2019. | ||||||||
Debt Conversion Agreements [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Number of shares issued | shares | 103,299 | ||||||||
Fair value of unit | $ 6,896,800 | ||||||||
Value of allocated common share | 5,034,157 | ||||||||
Loss on settlement of debt | 6,896,800 | ||||||||
Amount of converted loans and interest due | $ 899,660 | ||||||||
Number of share issued | shares | 680,068 | ||||||||
Debt Conversion Agreements [Member] | Warrant [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Value of allocated common share | $ 1,862,643 | ||||||||
Debt Conversion Agreements [Member] | Core Energy Enterprises Inc [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Loss on settlement of debt | $ 1,468,190 | ||||||||
Number of share issued | shares | 274,243 | ||||||||
Value of converted debt | $ 362,793 | ||||||||
Value of increase of common share | $ 1,830,983 | ||||||||
Asset Purchase And Debt Settlement Agreement [Member] | |||||||||
Disclosure of classes of share capital [line items] | |||||||||
Amount of converted loans and interest due | $ 277,473 | ||||||||
Percentage of net smelter return royalty | 0.03% | ||||||||
Number of mining claim blocks | Number | 8 | ||||||||
Net smelter return royalty amount | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended | |||||
Aug. 31, 2018CAD ($)shares | Aug. 31, 2018$ / shares | Aug. 31, 2017CAD ($)shares | Aug. 31, 2017$ / shares | Aug. 31, 2016CAD ($)shares | Aug. 31, 2016$ / shares | |
Number of Warrants | ||||||
Derivative warrant liabilities outstanding at beginning | shares | 175,000 | 1,305 | ||||
Derivative warrant liabilities expired | shares | (175,000) | (1,305) | ||||
Derivative warrant liabilities issued | shares | 175,000 | |||||
Derivative warrant liabilities outstanding at ending | shares | 175,000 | |||||
Fair Value Assigned | ||||||
As at beginning of period | $ | $ 281,210 | |||||
Warrants expired | $ | (281,210) | |||||
Warrants issued | $ | ||||||
As at end of period | $ | ||||||
Average Exercise Price | ||||||
As at beginning of period | $ / shares | $ 15 | $ 466.66 | ||||
Warrants expired | $ / shares | ||||||
Warrants issued | $ / shares | ||||||
As at end of period | $ / shares | $ 15 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) - CAD ($) | 12 Months Ended | ||||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Jun. 22, 2016 | Aug. 31, 2015 | |
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
Derivative warrant liabilities outstanding | 175,000 | 1,305 | |||
Fair value of derivative warrant liabilities | $ 281,210 | ||||
Expiry date of derivative warrant liabilities | Jan. 15, 2017 | ||||
Remaining life | 1 month 17 days | ||||
Warrant exercise price (in dollars per share) | $ 1.50 | ||||
Gain on expiry of derivative warrant liabilities | $ 281,210 | ||||
Consulting Agreement [Member] | |||||
Disclosure of maturity analysis for derivative financial liabilities [line items] | |||||
Derivative warrant liabilities outstanding | 175,000 | ||||
Warrant exercise price (in dollars per share) | $ 15 |
Share Capital and Reserves (Det
Share Capital and Reserves (Details) - CAD ($) | Feb. 29, 2016 | Nov. 18, 2015 | Aug. 31, 2018 | Aug. 31, 2017 | ||
Disclosure of classes of share capital [line items] | ||||||
Balance at beginning | $ (487,776) | $ (690,649) | ||||
Balance at beginning (in shares) | ||||||
Common shares issued as private placement (Note 11 b) | $ 638,295 | $ 4,540,474 | ||||
Common shares issued as anti-dilution provision (Note 11 b) (in shares) | 1,420,809 | |||||
Common shares issued as anti-dilution provision (Note 11 b) (in shares) | 16,364 | |||||
Balance at ending | $ (799,588) | $ (487,776) | ||||
Balance at ending (in shares) | ||||||
Common Shares [Member] | ||||||
Disclosure of classes of share capital [line items] | ||||||
Balance at beginning | $ 23,651,529 | $ 23,220,683 | ||||
Balance at beginning (in shares) | 5,283,164 | 2,650,627 | ||||
Common shares issued as private placement (Note 11 b) | $ 30,233 | [1] | ||||
Common shares issued as private placement (Note 11 b) (in shares) | 7,692 | [1] | ||||
Common shares issued as settlement of shareholder advances (Note 11 b) | [2] | $ 213,781 | ||||
Common shares issued as settlement of shareholder advances (Note 11 b) (in shares) | [2] | 1,187,672 | ||||
Common shares issued as anti-dilution provision (Note 11 b) | [3] | $ 184,705 | ||||
Common shares issued as anti-dilution provision (Note 11 b) (in shares) | [3] | 1,420,809 | ||||
Common shares issued as anti-dilution provision (Note 11 b) | [4] | $ 2,127 | ||||
Common shares issued as anti-dilution provision (Note 11 b) (in shares) | [4] | 16,364 | ||||
Balance at ending | $ 23,651,529 | $ 23,651,529 | ||||
Balance at ending (in shares) | 5,283,164 | 5,283,164 | ||||
[1] | On November 30, 2016, the Company completed private placements for gross proceeds of $50,000 and issued 7,692 units in the capital of the Company at a purchase price of $6.50 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units ($50,000) was allocated to common shares $30,233 and the amount allocated to warrants component using a Binomial Lattice model was $19,767. | |||||
[2] | Effective August 31, 2017, the Company settled shareholder advances of $213,781 and issued 1,187,672 common shares in the capital of the Company at a price of $0.18 per share. | |||||
[3] | Pursuant to the August 31, 2017, settlement of shareholder advances of $213,781, effective August 31, 2017, the Company issued 1,420,809 common shares in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. The fair value of $184,705 was calculated on the previous day's closing price of the Company's common shares and allocated to common shares and anti-dilution fees in the consolidated statement of operations. | |||||
[4] | Pursuant to the November 30, 2016, private placement of $50,000, effective August 31, 2017, the Company issued 16,364 Units in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units of $2,127 was allocated to common shares and anti-dilution fees in the consolidated statement of operations. No value was allocated to warrants based on the Binomial Lattice model. |
Share Capital and Reserves (D_2
Share Capital and Reserves (Details 1) - $ / shares | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | ||
Class Of Warrant Or Right Outstanding [Roll Forward] | |||
As at beginning of period | 208,211 | 722,572 | |
Warrants issued (Note 11 b) | [1] | 7,692 | |
Warrants issued (Note 11 b) | [2] | 16,364 | |
Warrants expired (Note 11 b) | [3] | (538,417) | |
As at Ending of period | 208,211 | 208,211 | |
Class Of Warrant Or Right Weighted Average Exercise Price [Roll Forward] | |||
As at beginning of period | $ 5.27 | ||
Warrants issued (Note 11 b) | [1] | ||
Warrants issued (Note 11 b) | [2] | ||
Warrants expired (Note 11 b) | [3] | ||
As at Ending of period | $ 5.27 | $ 5.27 | |
[1] | On November 30, 2016, the Company completed private placements for gross proceeds of $50,000 and issued 7,692 units in the capital of the Company at a purchase price of $6.50 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units ($50,000) was allocated to common shares $30,233 and the amount allocated to warrants component using a Binomial Lattice model was $19,767. | ||
[2] | Pursuant to the November 30, 2016, private placement of $50,000, effective August 31, 2017, the Company issued 16,364 Units in the capital of the Company pursuant to the anti-dilution provision of the August 31, 2016, private placement agreements. Each unit is comprised of one (1) common share and one (1) common share purchase warrant. Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. The fair value of the units of $2,127 was allocated to common shares and anti-dilution fees in the consolidated statement of operations. No value was allocated to warrants based on the Binomial Lattice model. | ||
[3] | On August 31, 2017, 538,417 common share purchase warrants exercisable at $10.00 expired. The amount allocated to warrants based on the Binomial Lattice model was $2,195,738 with a corresponding increase to contributed surplus. |
Share Capital and Reserves (D_3
Share Capital and Reserves (Details 2) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Disclosure of classes of share capital [line items] | |||
Number of Warrants | 208,211 | 208,211 | 722,572 |
Weighted average remaining life | 8 months | 1 year 8 months | |
Warrant value | $ 749,866 | $ 749,866 | |
Warrant One [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of Warrants | 160,519 | 160,519 | |
Exercise price | $ 3.50 | $ 3.50 | |
Expiry date | Mar. 1, 2019 | Mar. 1, 2019 | |
Weighted average remaining life | 6 months | 1 year 6 months | |
Warrant value | $ 603,370 | $ 603,370 | |
Warrant Two [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of Warrants | 23,636 | 23,636 | |
Exercise price | $ 12.50 | $ 12.50 | |
Expiry date | Aug. 31, 2019 | Aug. 31, 2019 | |
Weighted average remaining life | 1 year | 2 years | |
Warrant value | $ 126,729 | $ 126,729 | |
Warrant Three [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of Warrants | 24,056 | 24,056 | |
Exercise price | $ 10 | $ 10 | |
Expiry date | Nov. 30, 2019 | Nov. 30, 2019 | |
Weighted average remaining life | 1 year 3 months | 2 years 3 months | |
Warrant value | $ 19,767 | $ 19,767 |
Share Capital and Reserves (D_4
Share Capital and Reserves (Details 3) - shares | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Share Capital And Reserves | |||
Weighted Average Shares Outstanding, basic | 5,283,164 | 2,663,614 | 2,077,096 |
Weighted Average Shares Outstanding, diluted | 5,283,164 | 2,663,614 | 2,077,096 |
Share Capital and Reserves (D_5
Share Capital and Reserves (Details 4) | 12 Months Ended | |
Aug. 31, 2018shares$ / shares | Aug. 31, 2017shares$ / shares | |
Share Based Payment Award Options Outstanding [Roll Forward] | ||
Beginning Balance | shares | 155,000 | 38,300 |
Granted | shares | 200,000 | |
Expired | shares | (83,300) | |
Cancelled | shares | (155,000) | |
Ending Balance | shares | 155,000 | |
Share Based Payment Award Options Outstanding Weighted Average Exercise Price [Roll forward] | ||
Beginning Balance | $ / shares | $ 13.87 | $ 22.80 |
Granted | $ / shares | 12.05 | |
Expired | $ / shares | (13.63) | |
Cancelled | $ / shares | (13.87) | |
Ending Balance | $ / shares | $ 13.87 |
Share Capital and Reserves (D_6
Share Capital and Reserves (Details 5) | 12 Months Ended | |
Aug. 31, 2017sharesYear$ / shares | Aug. 31, 2016shares | |
Disclosure of classes of share capital [line items] | ||
Number of Options | 155,000 | 38,300 |
Exercise Price 12.00 [Member] | ||
Disclosure of classes of share capital [line items] | ||
Number of Options | 5,000 | |
Options Outstanding Weighted Average Remaining Life (Years) | Year | 2.20 | |
Expiry Date | Nov. 11, 2019 | |
Number of options exercisable | 5,000 | |
Weighted average exercise price options exercisable | $ / shares | $ 0.50 | |
Exercise Price 15.00 [Member] | ||
Disclosure of classes of share capital [line items] | ||
Number of Options | 70,000 | |
Options Outstanding Weighted Average Remaining Life (Years) | Year | 4.02 | |
Expiry Date | Sep. 8, 2021 | |
Number of options exercisable | 35,000 | |
Weighted average exercise price options exercisable | $ / shares | $ 3.79 | |
Exercise Price 13.00 [Member] | ||
Disclosure of classes of share capital [line items] | ||
Number of Options | 80,000 | |
Options Outstanding Weighted Average Remaining Life (Years) | Year | 4.02 | |
Expiry Date | Sep. 8, 2021 | |
Number of options exercisable | 80,000 | |
Weighted average exercise price options exercisable | $ / shares | $ 4.38 |
Share Capital and Reserves (D_7
Share Capital and Reserves (Details 6) - $ / shares | Nov. 01, 2016 | Sep. 09, 2016 |
Share Capital And Reserves | ||
Weighted average fair value per option | $ 5.90 | $ 11.70 |
Weighted average risk-free interest rate | 0.68% | 0.59% |
Forfeiture rate | 0.00% | 0.00% |
Weighted average expected volatility | 156.70% | 152.32% |
Expected life (years) | 5 years | 5 years |
Dividend yield | 0.00% | 0.00% |
Stock price on the date of grant | $ 6.40 | $ 12.90 |
Share Capital and Reserves (D_8
Share Capital and Reserves (Details Narrative) - CAD ($) | May 26, 2017 | Nov. 30, 2016 | Nov. 02, 2016 | Sep. 09, 2016 | May 01, 2016 | Feb. 29, 2016 | Feb. 02, 2016 | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Disclosure of classes of share capital [line items] | |||||||||||
Description of consolidation basis common share | Common shares on the basis of one (1) new share for every ten (10) old shares. | Each unit was comprised of one (1) common share and one (1) common share purchase warrant. | Common shares on the basis of one (1) new share for every ten (10) old shares. | One (1) new share for every ten (10) old shares | |||||||
Gross proceeds from private placements | $ 50,000 | ||||||||||
Number of unit issued | 7,692 | ||||||||||
Purchase price (in dollars per unit) | $ 6.5 | ||||||||||
Description of unit | Each unit is comprised of one (1) common share and one (1) common share purchase warrant. | ||||||||||
Description of purchase of full warrant | Each full warrant entitles the holder to purchase one (1) common share at an exercise price of $10.00 until November 30, 2019. | ||||||||||
Warrant exercise price (in dollars per share) | $ 10 | ||||||||||
Fair value of unit | $ 50,000 | $ 1,220,709 | |||||||||
Value of allocated common share | 30,233 | ||||||||||
Value of allocated warrant | $ 19,767 | $ 2,195,738 | |||||||||
Number of common share issued (in shares) | 1,187,672 | ||||||||||
Value of common share issued | $ 213,781 | ||||||||||
Share price (in dollars per share) | $ 0.18 | ||||||||||
Number of common shares issued as anti-dilution provision | 1,420,809 | ||||||||||
Common shares issued as anti-dilution provision | $ 184,705 | ||||||||||
Number of common shares issued as anti-dilution provision | 16,364 | ||||||||||
Common shares issued as anti-dilution provision | $ 2,127 | ||||||||||
Warrants expired | [1] | (538,417) | |||||||||
Warrant exercisable price (in dollars per share) | $ 10 | ||||||||||
Warrant outstanding | 208,211 | 208,211 | 722,572 | ||||||||
Percentage aside issued and outstanding common share | 20.00% | ||||||||||
Increase in contributed surplus | $ 1,815,961 | ||||||||||
Option exercisable price (in dollars per share) | $ 13 | ||||||||||
Options expire date | Sep. 8, 2021 | ||||||||||
Non-cash stock-based compensation expense | $ 204,511 | $ 1,849,998 | $ 615,924 | ||||||||
Consultant [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of common stock option granted | 20,000 | ||||||||||
Option exercisable price (in dollars per share) | $ 13 | ||||||||||
Options expire date | Sep. 8, 2021 | ||||||||||
Non-cash stock-based compensation expense | 235,393 | ||||||||||
Director [Member] | 13.00 Exercise Price [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of common stock option granted | 30,000 | ||||||||||
President [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Non-cash stock-based compensation expense | $ 204,511 | 613,532 | |||||||||
President [Member] | Share Based Compensation Award Tranche 1 [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Vesting date | Sep. 8, 2017 | ||||||||||
Number of options vested | 35,000 | ||||||||||
President [Member] | Share Based Compensation Award Tranche 2 [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Vesting date | Sep. 8, 2018 | ||||||||||
Number of options vested | 35,000 | ||||||||||
President [Member] | 13.00 Exercise Price [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of common stock option granted | 30,000 | ||||||||||
Vesting date | Feb. 6, 2017 | ||||||||||
President [Member] | 15.00 Exercise Price [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of common stock option granted | 70,000 | ||||||||||
Options expire date | Sep. 8, 2021 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of common stock option granted | 50,000 | ||||||||||
Vesting date | Mar. 30, 2017 | ||||||||||
Option exercisable price (in dollars per share) | $ 6.40 | ||||||||||
Options expire date | Apr. 25, 2017 | ||||||||||
Non-cash stock-based compensation expense | $ 294,895 | ||||||||||
Preferred Stock [Member] | |||||||||||
Disclosure of classes of share capital [line items] | |||||||||||
Number of shares issued | 0 | 0 | |||||||||
[1] | On August 31, 2017, 538,417 common share purchase warrants exercisable at $10.00 expired. The amount allocated to warrants based on the Binomial Lattice model was $2,195,738 with a corresponding increase to contributed surplus. |
Non-Cash Transactions (Details)
Non-Cash Transactions (Details) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Non-cash Transactions | |||
Stock based compensation (Note 11 e) | $ 204,511 | $ 1,849,998 | $ 615,924 |
Stock options cancelled (Note 11 e) | (1,815,961) | ||
Stock options expired (Note 11 d) | (1,066,882) | (60,143) | |
Warrants expired (Note 11 b (v)) | (2,195,738) | ||
Units issued as anti-dilution provision (Note 11 b (iii)) | 184,705 | 6,896,800 | |
Shares issued as anti-dilution provision (Note 11 b (iv)) | 2,127 | ||
Shares issued to settle debt | 6,371,457 | ||
Derivative warrants expired (Note 10) | (281,210) | ||
Units issued as debt extinguishment (Note 9) | 1,220,709 | ||
Debt settled in exchange of property (Note 9) | $ (277,473) |
Financial Instruments and Con_3
Financial Instruments and Concentration of Risks (Details) - CAD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Cash | $ 28,906 | $ 1,040 |
Credit Risk [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Cash | $ 28,906 | $ 1,040 |
Financial Instruments and Con_4
Financial Instruments and Concentration of Risks (Details 1) - CAD ($) | Aug. 31, 2018 | Aug. 31, 2017 |
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other payables | $ 703,306 | $ 529,823 |
Shareholder loans | 79,910 | |
Advances from related party | 49,415 | |
Total | 832,361 | 529,823 |
Liquidity Risk [Member] | Less Than 1 Year [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other payables | 703,306 | 529,823 |
Shareholder loans | 79,910 | |
Advances from related party | 49,415 | |
Total | 832,361 | 529,823 |
Liquidity Risk [Member] | 1-3 Year [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other payables | ||
Shareholder loans | ||
Advances from related party | ||
Total | ||
Liquidity Risk [Member] | 4-5 Year [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other payables | ||
Shareholder loans | ||
Advances from related party | ||
Total | ||
Liquidity Risk [Member] | After 5 Year [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other payables | ||
Shareholder loans | ||
Advances from related party | ||
Total |
Financial Instruments and Con_5
Financial Instruments and Concentration of Risks (Details 2) | Aug. 31, 2018CAD ($) | Aug. 31, 2018USD ($) | Aug. 31, 2017CAD ($) | Aug. 31, 2017USD ($) |
Disclosure of risk management strategy related to hedge accounting [line items] | ||||
Cash | $ 28,906 | $ 1,040 | ||
Trade and other payables | 703,306 | 529,823 | ||
Net liabilities | 832,361 | 529,823 | ||
Currency Risk [Member] | ||||
Disclosure of risk management strategy related to hedge accounting [line items] | ||||
Net liabilities | $ (50,910) | $ (48,514) | ||
Currency Risk [Member] | United States of America, Dollars | ||||
Disclosure of risk management strategy related to hedge accounting [line items] | ||||
Cash | $ 643 | $ 77 | ||
Prepaid expenses and deposits | ||||
Trade and other payables | (39,640) | (38,777) | ||
Net liabilities | $ (38,997) | $ (38,700) |
Financial Instruments and Con_6
Financial Instruments and Concentration of Risks (Details 3) - Currency Risk [Member] - United States of America, Dollars - USD ($) | 12 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Change in US Dollar Exchange Rate #1 [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Percentage change in US Dollar | 5.00% | |
Increase In total loss from a change in % in the US Exchange Rate ($) | $ (3,323) | $ (3,041) |
Decrease In total loss from a change in % in the US Exchange Rate ($) | $ 3,323 | 3,041 |
Change in US Dollar Exchange Rate #2 [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Percentage change in US Dollar | 10.00% | |
Increase In total loss from a change in % in the US Exchange Rate ($) | $ (6,646) | (6,082) |
Decrease In total loss from a change in % in the US Exchange Rate ($) | $ 6,646 | 6,082 |
Change in US Dollar Exchange Rate #3 [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Percentage change in US Dollar | 15.00% | |
Increase In total loss from a change in % in the US Exchange Rate ($) | $ (9,969) | (9,123) |
Decrease In total loss from a change in % in the US Exchange Rate ($) | $ 9,969 | $ 9,123 |
Financial Instruments and Con_7
Financial Instruments and Concentration of Risks (Details 4) - CAD ($) | Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2015 |
Fair value through profit or loss: | ||||
Cash | $ 28,906 | $ 1,040 | $ 449,983 | $ 32,192 |
Other financial liabilities: | ||||
Trade and other payables | 703,306 | 529,823 | ||
Advance from related party | 49,415 | |||
Shareholder loans | 79,910 | |||
Fair Value [Member] | ||||
Other financial liabilities: | ||||
Trade and other payables | 703,306 | 529,823 | ||
Advance from related party | 49,415 | |||
Shareholder loans | 79,910 | |||
Level 1 [Member] | ||||
Fair value through profit or loss: | ||||
Cash | 28,906 | 1,040 | ||
Level 1 [Member] | Fair Value [Member] | ||||
Fair value through profit or loss: | ||||
Cash | $ 28,906 | $ 1,040 |
Financial Instruments and Con_8
Financial Instruments and Concentration of Risks (Details Narrative) | Aug. 31, 2018CAD ($)$ / shares | Aug. 31, 2017CAD ($)$ / shares |
Credit Risk [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Trade and other receivables | ||
Credit Risk [Member] | Other Receivable [Member] | Canada Revenue Agency [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Harmonized sales tax receivables | $ 4,137 | $ 41,007 |
Currency Risk [Member] | ||
Disclosure of risk management strategy related to hedge accounting [line items] | ||
Exchange rate | $ / shares | 1.3055 | 1.2536 |
Income Taxes (Details)
Income Taxes (Details) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Income Taxes | |||
Net loss before recovery of income taxes | $ 516,323 | $ 2,097,738 | $ 13,531,587 |
Expected income tax (recovery) expense | (136,830) | (555,901) | (3,585,871) |
Share based compensation and non-deductible expenses | 80,740 | 302,853 | |
Debt forgiveness | 236,907 | ||
Non-taxable items and others | 3,458,054 | ||
Change in tax benefits not recognized | 56,090 | 16,141 | 127,817 |
Income tax (recovery) expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Income Taxes | |||
Non-capital losses carried forward - Canada | $ 5,370,460 | $ 5,154,600 | $ 1,313,096 |
Share issue costs | 12,590 | 16,790 | 5,621 |
Capital losses carry forwards | 28,070 | ||
Oil and gas interests | 76,713 | ||
Unrecognized deferred tax asset | $ 5,383,050 | $ 5,171,390 | $ 1,423,500 |
Income Taxes (Details 2)
Income Taxes (Details 2) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | $ (5,370,460) | $ (5,154,600) | $ (1,313,096) |
2030 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 703,290 | ||
2031 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 648,310 | ||
2032 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 1,200,570 | ||
2033 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 870,780 | ||
2034 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 662,600 | ||
2035 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 258,560 | ||
2036 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 766,380 | ||
2037 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | 44,120 | ||
2038 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Non capital losses | $ 215,850 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Aug. 31, 2018 | |
Income Taxes | |
Statutory tax rate | 26.50% |
Discontinued Operations and D_3
Discontinued Operations and Dissolution of Subsidiary (Details) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Expenses | |||
General and administrative | $ 304,880 | $ 508,241 | $ 418,206 |
Net loss from discontinued operations | 2,711 | ||
Discontinued Operations [Member] | |||
Expenses | |||
General and administrative | 6,020 | ||
Net loss from discontinued operations | $ (6,020) | ||
Loss per share from discontinued operations, basic and diluted (in dollars per share) | $ 0 |
Discontinued Operations and D_4
Discontinued Operations and Dissolution of Subsidiary (Details 1) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Cash used in Operating activities | |||
Net loss from discontinued operations | $ 2,711 | ||
Discontinued Operations [Member] | |||
Cash used in Operating activities | |||
Net loss from discontinued operations | (6,020) | ||
Cash used in operating activities, discontinued operations | $ (6,020) |
Discontinued Operations and D_5
Discontinued Operations and Dissolution of Subsidiary (Details 2) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Expenses | |||
Operating costs | $ 516,323 | $ 2,118,526 | $ 13,534,298 |
General and administrative | 304,880 | 508,241 | 418,206 |
Net income from discontinued operations | 2,711 | ||
Discontinued Operations [Member] | |||
Expenses | |||
General and administrative | 6,020 | ||
Net income from discontinued operations | $ (6,020) | ||
Earnings per share from discontinued operations, basic and diluted (in dollars per share) | $ 0 | ||
Discontinued Operations [Member] | 1354166 Alberta Ltd [Member] | |||
Revenue | |||
Natural gas sales | $ 13,998 | ||
Expenses | |||
Operating costs | 5,170 | ||
General and administrative | 97 | ||
Total expense | 5,267 | ||
Net income from discontinued operations | $ 8,731 | ||
Earnings per share from discontinued operations, basic and diluted (in dollars per share) | $ 0 |
Discontinued Operations and D_6
Discontinued Operations and Dissolution of Subsidiary (Details 3) - CAD ($) | 12 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 | |
Cash provided by (used in) Operating activities | |||
Net income from discontinued operations | $ 2,711 | ||
Discontinued Operations [Member] | |||
Cash provided by (used in) Operating activities | |||
Net income from discontinued operations | (6,020) | ||
Net changes in non-cash working capital | |||
Cash provided by operating activities, discontinued operations | 6,020 | ||
Discontinued Operations [Member] | 1354166 Alberta Ltd [Member] | |||
Cash provided by (used in) Operating activities | |||
Net income from discontinued operations | 8,731 | ||
Net changes in non-cash working capital | |||
Accounts receivable | 4,955 | ||
Accounts payable | 14 | ||
Cash provided by operating activities, discontinued operations | 13,700 | ||
Net cash provided by discontinued operations | $ 13,700 |
Discontinued Operations and D_7
Discontinued Operations and Dissolution of Subsidiary (Details 4) - CAD ($) | Aug. 31, 2018 | Aug. 31, 2017 | Feb. 29, 2016 |
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Cash | $ 28,906 | $ 1,040 | |
Discontinued Operations [Member] | 1354166 Alberta Ltd [Member] | |||
Disclosure of analysis of single amount of discontinued operations [line items] | |||
Cash | $ 2,564 | ||
Accounts Receivable | 3,391 | ||
Accounts payable | (14) | ||
Provisions (Note 12) | (11,563) | ||
Net assets and liabilities of 1354166 Alberta | $ (5,622) |
Discontinued Operations and D_8
Discontinued Operations and Dissolution of Subsidiary (Details Narrative) - CAD ($) | Feb. 29, 2016 | Aug. 31, 2015 | Aug. 31, 2018 | Aug. 31, 2017 |
Disclosure of analysis of single amount of discontinued operations [line items] | ||||
Financial liabilities | $ 832,361 | $ 529,823 | ||
Dyami Energy, LLC [Member] | ||||
Disclosure of analysis of single amount of discontinued operations [line items] | ||||
Financial liabilities | $ 893,990 | |||
Benchmark Enterprises Inc [Member] | Settlement and Exercise of Security Agreement [Member] | ||||
Disclosure of analysis of single amount of discontinued operations [line items] | ||||
Interest amount | $ 1,762,328 | |||
Number of shares issued | 100,000 | |||
Gain on foreign exchange translation | $ 615,881 | |||
1354166 Alberta Ltd [Member] | Share Purchase And Debt Settlement Agreement [Member] | ||||
Disclosure of analysis of single amount of discontinued operations [line items] | ||||
Disposed interest for settlement of debt | $ 62,867 | |||
Gain on disposition | $ 68,489 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - CAD ($) | Nov. 01, 2018 | Sep. 01, 2018 | May 26, 2017 | Nov. 30, 2016 | Feb. 29, 2016 | Feb. 02, 2016 | Aug. 31, 2018 |
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Description of consolidation basis common share | Common shares on the basis of one (1) new share for every ten (10) old shares. | Each unit was comprised of one (1) common share and one (1) common share purchase warrant. | Common shares on the basis of one (1) new share for every ten (10) old shares. | One (1) new share for every ten (10) old shares | |||
Warrant exercise price (in dollars per share) | $ 10 | ||||||
Gross proceeds of private placement | $ 50,000 | ||||||
Subsequent Events [Member] | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Description of consolidation basis common share | Consolidation (the “Consolidation”) of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post-consolidated common share | ||||||
Number of shares issued | 60,746,202 | ||||||
Deemed price (in dollars per share) | $ 0.44 | ||||||
Number of warrants issued to unitholders and warrant holders | 5,446,202 | ||||||
Warrant exercise price (in dollars per share) | $ 0.55 | ||||||
Gross proceeds of private placement | $ 1,646,050 | ||||||
Subscription receipt (in dollars per share) | $ 0.44 | ||||||
Subsequent Events [Member] | Debt Settlement Agreements [Member] | Creditors [Member] | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Warrant exercise price (in dollars per share) | $ 0.55 | ||||||
Aggregate indebtedness amount | $ 369,508 | ||||||
Number of unit converted debt | $ 839,790 | ||||||
Debt conversion units (in dollars per share) | $ 0.44 | ||||||
Description of conversion of debt | Each Debt Conversion Unit was comprised of one common share of Acquisition Corp. (a “Debt Conversion Share”) and one Novicius AcquisitionCo purchase warrant (“Novicius AcquisitionCo Warrants”). | ||||||
Exercisable period | 24 months | ||||||
Number of debt conversion shares exchanged | 839,790 | ||||||
Number of warrants exchanged | 839,790 |