Cover
Cover | 12 Months Ended |
Oct. 31, 2021 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Oct. 31, 2021 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --10-31 |
Entity File Number | 000-53646 |
Entity Registrant Name | GROWN ROGUE INTERNATIONAL INC. |
Entity Central Index Key | 0001463000 |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | 550 Airport Road |
Entity Address, Address Line Two | Medford |
Entity Address, City or Town | Oregon |
Entity Address, Country | US |
Entity Address, Postal Zip Code | 97504 |
Title of 12(b) Security | Common Stock, no par value |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 156,936,876 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 550 Airport Road |
Entity Address, City or Town | Medford |
Entity Address, State or Province | OR |
Entity Address, Country | US |
Entity Address, Postal Zip Code | 97504 |
City Area Code | 458 |
Local Phone Number | 226-2100 |
Contact Personnel Name | Obie Strickler |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Current assets | ||
Cash | $ 1,114,033 | $ 217,788 |
Accounts receivable (Note 25) | 739,248 | 172,121 |
Biological assets (Note 5) | 1,188,552 | 250,690 |
Inventory (Note 6) | 3,306,312 | 1,124,360 |
Prepaid expenses and other assets | 357,541 | 69,816 |
Total current assets | 6,705,686 | 1,834,775 |
Marketable securities (Note 7) | 610,092 | 585,035 |
Other investments and purchase deposits (Note 9) | 750,000 | 187,812 |
Property and equipment (Note 12) | 5,742,584 | 1,151,799 |
Intangible assets and goodwill (Note 13) | 399,338 | 4,997 |
TOTAL ASSETS | 14,207,700 | 3,764,418 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,766,707 | 1,059,971 |
Current portion of lease liabilities (Note 11) | 624,935 | 100,277 |
Current portion of long-term debt (Note 14) | 843,900 | 46,099 |
Business acquisition consideration payable (Note 8) | 358,537 | |
Interest payable (Note 14) | 13,750 | 9,367 |
Derivative liabilities (Note 15) | 583,390 | |
Income tax (Note 26) | 254,631 | |
Total current liabilities | 3,862,460 | 1,799,104 |
Accrued liabilities (Note 10) | 123,413 | 389,816 |
Lease liabilities (Note 11) | 1,735,503 | 16,630 |
Long-term debt (Note 14) | 1,365,761 | 753,715 |
Convertible debentures (Note 15) | 1,739,678 | |
Deferred rent | 10,494 | |
TOTAL LIABILITIES | 7,087,137 | 4,709,437 |
EQUITY | ||
Share capital (Note 19) | 20,499,031 | 14,424,341 |
Shares issuable (Notes 8,19) | 74,338 | |
Contributed surplus (Notes 20, 21) | 6,407,935 | 4,070,264 |
Accumulated other comprehensive income (loss) | (90,378) | (12,197) |
Accumulated deficit | (21,804,349) | (19,394,044) |
Equity attributable to shareholders | 5,086,577 | (911,636) |
Non-controlling interest (Note 31) | 2,033,986 | (33,383) |
TOTAL EQUITY | 7,120,563 | (945,019) |
TOTAL LIABILITIES AND EQUITY | $ 14,207,700 | $ 3,764,418 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue | |||
Total revenue | $ 9,378,673 | $ 4,239,604 | $ 3,924,983 |
Cost of finished cannabis inventory sold (Note 6) | (3,997,617) | (2,155,507) | (2,935,934) |
Cost of service revenues | (154,353) | (271,167) | |
Gross profit, excluding fair value items | 5,226,703 | 1,812,930 | (2,935,934) |
Realized fair value amounts in inventory sold | (950,461) | (1,482,725) | (622,804) |
Unrealized fair value gain loss on growth of biological assets (Note 5) | 1,824,226 | 1,515,492 | 486,354 |
Gross profit | 6,100,468 | 1,845,697 | 852,599 |
Expenses | |||
Accretion expense | 949,811 | 609,357 | 153,195 |
Amortization of intangible assets | 4,997 | 26,600 | 31,373 |
Amortization of property & equipment (Note 12) | 180,015 | 250,836 | 63,295 |
General and administrative (Note 26) | 3,983,250 | 2,196,421 | 4,660,675 |
Share-based compensation | 280,819 | 337,162 | 113,227 |
Transaction costs | 3,453,790 | ||
Total expenses | 5,398,892 | 3,420,376 | 8,475,555 |
Gain (loss) from operations | 701,576 | (1,574,679) | (7,622,956) |
Other income and (expense) | |||
Interest expense | (197,632) | (249,296) | (245,549) |
Other income (expense) | (17,072) | 14,750 | 16,733 |
Gain on disposal of subsidiary | 1,574 | ||
Loss on debt restructure | (765,707) | ||
Gain on derecognition of derivative liability | 244,572 | 39,500 | |
Gain (loss) on debt settlement | 141,180 | 23,939 | (4,942) |
Loss on settlement of non-controlling interest | (189,816) | ||
Unrealized loss on marketable securities | (35,902) | (263,483) | |
Unrealized gain (loss) on derivative liability (Note 15) | (1,258,996) | 221,820 | 121,811 |
Loss on disposal of property and equipment | (7,542) | (9,978) | (70,403) |
Acquisition costs (Note 27) | (126,202) | ||
Impairment of technology license | (1,574,761) | ||
Debt issuance cost | (10,165) | ||
Loss from operations before taxes | (864,204) | (2,356,488) | (9,476,934) |
Income tax (Note 28) | (150,543) | ||
Net loss | (1,014,747) | (2,356,488) | (9,476,934) |
Other comprehensive income (items that may be subsequently reclassified to profit & loss): | |||
Currency translation | (78,181) | (134,117) | 121,920 |
Total comprehensive loss | $ (1,092,928) | $ (2,490,605) | $ (9,355,014) |
Loss per share attributable to shareholders – basic & diluted | $ (0.02) | $ (0.03) | $ (0.13) |
Weighted average shares outstanding – basic & diluted | 135,231,802 | 90,596,827 | 70,928,833 |
Net loss for the year attributable to: | |||
Non-controlling interest | $ 1,395,558 | $ (75,049) | $ (176,712) |
Shareholders | (2,410,305) | (2,281,439) | (9,300,222) |
Net loss | (1,014,747) | (2,356,488) | (9,476,934) |
Comprehensive loss for the year attributable to: | |||
Non-controlling interest | 1,395,558 | (75,049) | (176,712) |
Shareholders | (2,488,486) | (2,415,556) | (9,178,302) |
Total comprehensive loss | (1,092,928) | (2,490,605) | (9,355,014) |
Products [Member] | |||
Revenue | |||
Total revenue | 9,034,618 | 3,846,223 | 3,924,983 |
Services [Member] | |||
Revenue | |||
Total revenue | $ 344,055 | $ 393,381 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity Holders' Deficit - USD ($) | Share capital [member] | Common Units [Member] | Round Preferred Units [Member] | Issued capital [member] | Subscriptions Payable [Member] | Shares Issuable [Member] | Equity Component Of Convertible Debentures [Member] | Contributed Surplus [Member] | Currency Translation Reserve [Member] | Retained earnings [member] | Non-controlling interests [member] | Total |
Balance - October 31, 2018 at Oct. 31, 2018 | $ 3,426,829 | $ 1,274,944 | $ 4,701,773 | $ 720,516 | $ 132,000 | $ 2,010,489 | $ (7,812,383) | $ (247,605) | ||||
Beginning balance, shares at Oct. 31, 2018 | 40,706,873 | |||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Currency Translation Adjustment | 121,920 | 121,920 | ||||||||||
Net loss | (9,300,222) | (176,712) | (9,476,934) | |||||||||
Issuance costs | (143,786) | (56,781) | (200,567) | |||||||||
Common shares issued for services (Note 19) | 255,360 | 255,360 | ||||||||||
Common shares issued for services, shares | 1,035,500 | |||||||||||
Common units issued pursuant to conversion of notes payable (Note 16) | $ 1,451,400 | 1,451,400 | 1,451,400 | |||||||||
Common units issued pursuant to conversion of notes payable, shares | 5,465,877 | |||||||||||
Common units issued pursuant to technology license agreement (Note 16) | $ 1,574,761 | 1,574,761 | 1,574,761 | |||||||||
Common units issued pursuant to technology license agreement, shares | 6,600,000 | |||||||||||
Common units issued pursuant to exercise of purchase option (Note 16) | $ 1,218,784 | 1,218,784 | (1,218,784) | |||||||||
Common units issued pursuant to exercise of purchase option, shares | 4,202,429 | |||||||||||
Subscription receipts (Note 17) | 554,000 | 554,000 | ||||||||||
Common units issued pursuant to subscription receipts (Note 17) | $ 913,698 | 913,698 | (1,274,516) | 360,818 | ||||||||
Common units issued pursuant to subscription receipts, shares | 3,771,023 | |||||||||||
Exchange of Units for common shares pursuant to the Transaction | 9,860,416 | $ (8,585,472) | (1,274,944) | (9,860,416) | ||||||||
Common units issued to existing shareholders of the Company pursuant to the Transaction (Note 19) | 900,403 | 900,403 | ||||||||||
Common units issued to existing shareholders of the Company pursuant to the Transaction, shares | 3,773,689 | |||||||||||
Common shares issued to former debt holders of the Company (Note 19) | 200,651 | 79,237 | 279,888 | |||||||||
Common shares issued to former debt holders of the Company, shares | 839,790 | |||||||||||
Common shares pursuant to acquisition of Grown Rogue Canada (Note 19) | 23,860 | 23,860 | ||||||||||
Common shares pursuant to acquisition of Grown Rogue Canada, shares | 100,000 | |||||||||||
Common shares issued pursuant to subscription receipts (Note 19) | 1,479,947 | 584,430 | 2,064,377 | |||||||||
Common shares issued pursuant to subscription receipts, shares | 6,193,917 | |||||||||||
Fair value of broker warrants | (50,508) | 50,508 | ||||||||||
Fair value of Grown Rogue Canada replacement warrants (Note 20) | 893,646 | 893,646 | ||||||||||
Debt settlements | 5,136 | 5,136 | ||||||||||
Common shares issued for debt (Note 19) | 121,587 | 121,587 | ||||||||||
Common shares issued for debt, shares | 530,818 | |||||||||||
Stock based compensation expenses | 112,080 | 112,080 | ||||||||||
Issuance of common share purchase warrants | 74,792 | 74,792 | ||||||||||
Derivative Liability | (132,000) | (132,000) | ||||||||||
Non-controlling interest | 196,250 | 196,250 | ||||||||||
Balance - October 31, 2019 at Oct. 31, 2019 | 12,647,930 | 5,136 | 2,890,435 | 121,920 | (17,112,605) | 19,538 | (1,427,646) | |||||
Ending balance, shares at Oct. 31, 2019 | 73,219,916 | |||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Currency Translation Adjustment | (134,117) | (134,117) | ||||||||||
Net loss | (2,281,439) | (75,049) | (2,356,488) | |||||||||
Common units issued pursuant to private placement (Note 19.8) | 564,147 | 520,188 | 1,084,335 | |||||||||
Common units issued pursuant to private placement, shares | 15,000,000 | |||||||||||
Issuance costs | (11,508) | (5,083) | (16,591) | |||||||||
Common shares issued pursuant to share swap (Note 19.8) | 848,011 | 848,011 | ||||||||||
Common shares issued pursuant to share swap, shares | 15,000,000 | |||||||||||
Common shares issued for compensation (Note 19.12) | 76,797 | 76,797 | ||||||||||
Common shares issued for compensation, shares | 909,386 | |||||||||||
Common shares issued for services (Note 19) | 163,543 | 163,543 | ||||||||||
Common shares issued for services, shares | 2,300,000 | |||||||||||
Common shares issued for investment (Note 19.9) | 12,812 | 12,812 | ||||||||||
Common shares issued for investment, shares | 200,000 | |||||||||||
Conversion of debt into common shares (Note 19.10) | 112,863 | 112,863 | ||||||||||
Conversion of debt into common shares, shares | 1,038,095 | |||||||||||
Issuances pursuant to convertible agreements (Note 19.10) | 9,746 | 424,645 | 434,391 | |||||||||
Issuances pursuant to convertible agreements, shares | 115,000 | |||||||||||
Stock option grants | 240,079 | 240,079 | ||||||||||
Elimination of non-controlling interest of subsidiary sold | 22,128 | 22,128 | ||||||||||
Subscription payable to be settled as trade payable | (5,136) | (5,136) | ||||||||||
Derivative Liability | 787,264 | |||||||||||
Balance - October 31, 2019 at Oct. 31, 2020 | 14,424,341 | 4,070,264 | (12,197) | (19,394,044) | (33,383) | (945,019) | ||||||
Ending balance, shares at Oct. 31, 2020 | 107,782,397 | |||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Shares issued for employment, director, & consulting services (Note 19.1) | 95,294 | 95,294 | ||||||||||
Shares issued for employment, director, & consulting services, shares | 534,294 | |||||||||||
Shares issuable for employment, director & consulting services | 38,532 | 38,532 | ||||||||||
Shares issued pursuant to private placement (Notes 19.2) | 1,225,000 | 1,225,000 | ||||||||||
Shares issued pursuant to private placement, shares | 10,231,784 | |||||||||||
Expenses of non-brokered private placement (Note 19.2) | (15,148) | (15,148) | ||||||||||
Shares issued to extend payment due date (Note 19.3) | 2,103 | 2,103 | ||||||||||
Shares issued to extend payment due date, shares | 25,000 | |||||||||||
Shares payments towards acquisition of Golden Harvests and extend due date (Note 8, Note 19.5) | 107,461 | 107,461 | ||||||||||
Shares payments towards acquisition of Golden Harvests and extend due date, shares | 600,000 | |||||||||||
Shares issuable for consideration for acquisition of Golden Harvests (Note 8) | 35,806 | 35,806 | ||||||||||
Shares issued to partner creditor (Note 19.4) | 36,310 | 36,310 | ||||||||||
Shares issued to partner creditor, shares | 400,000 | |||||||||||
Shares and warrants issued pursuant to brokered private placement of Special Warrants (Notes 19.6, 19) | 3,738,564 | 3,738,564 | ||||||||||
Shares and warrants issued pursuant to brokered private placement of Special Warrants, shares | 23,162,579 | |||||||||||
Expenses of brokered private placement of Special Warrants (Note 19.6) | (485,722) | (485,722) | ||||||||||
Broker and advisory warrants issued pursuant to Special Warrant financing (Notes 19.6) | (210,278) | 210,278 | ||||||||||
Settlement of convertible debentures for cash and common shares (Note 19.7) | 916,290 | 1,883,731 | 2,800,021 | |||||||||
Settlement of convertible debentures for cash and common shares, shares | 10,488,884 | |||||||||||
Issuance of non-controlling interest in subsidiary for cash (Note 30.5) | (475,000) | 475,000 | ||||||||||
Purchase of non-controlling interest in subsidiary (Note 31.5) | 664,816 | 475,000 | (475,000) | 664,816 | ||||||||
Purchase of non-controlling interest in subsidiary, shares | 3,711,938 | |||||||||||
Change in ownership interests in subsidiaries | 671,811 | 671,811 | ||||||||||
Stock option vesting expense | 243,662 | 243,662 | ||||||||||
Currency Translation Adjustment | (78,181) | (78,181) | ||||||||||
Net loss | (2,410,305) | 1,395,558 | (1,014,747) | |||||||||
Balance - October 31, 2019 at Oct. 31, 2021 | $ 20,499,031 | $ 74,338 | $ 6,407,935 | $ (90,378) | $ (21,804,349) | $ 2,033,986 | $ 7,120,563 | |||||
Ending balance, shares at Oct. 31, 2021 | 156,936,876 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Operating activities | |||
Net loss | $ (1,014,747) | $ (2,356,488) | $ (9,476,934) |
Adjustments for non-cash items in net loss | |||
Amortization of property and equipment | 180,015 | 250,836 | 63,295 |
Amortization of property and equipment include in costs of inventory sold | 733,655 | 518,999 | 191,094 |
Amortization of intangible assets | 4,997 | 26,600 | 31,373 |
Unrealized gain on changes in fair value of biological assets | (1,824,226) | (1,515,492) | (486,354) |
Changes in fair value of inventory sold | 950,461 | 1,482,725 | 622,804 |
Share-based compensation | 170,136 | 239,067 | 113,227 |
Stock option expense | 243,662 | 174,892 | |
Services paid in shares or membership units | 322,985 | ||
Amortization of debt issuance costs | 64,914 | ||
Accretion expense | 949,811 | 568,969 | 153,195 |
Gain on liability settlement | (23,939) | ||
Loss on disposal of property & equipment | 7,542 | 9,978 | 70,403 |
Transaction costs | 3,453,790 | ||
Acquisition costs | 126,202 | ||
Impairment of technology license | 1,574,761 | ||
Bad debt expense | 54,892 | ||
Loss on debt settlement | 4,509 | ||
Gain on sale of subsidiary | (1,574) | ||
Loss from debt restructuring | 765,707 | ||
Unrealized gain on marketable securities | 35,902 | 263,483 | |
Gain on derecognition of derivative liability | (244,572) | (39,500) | |
Change in fair value of derivative liability | 1,258,996 | (221,820) | (121,811) |
Loss on acquisition of non-controlling interest paid in shares | 189,816 | ||
Effects of foreign exchange | 7,233 | (134,117) | 153,003 |
Noncash Items In Net Loss | 1,893,253 | (196,746) | (3,124,152) |
Changes in non-cash working capital (Note 22) | (2,131,714) | (96,064) | (302,684) |
Net cash used by operating activities | (238,461) | (292,810) | (3,426,836) |
Investing activities | |||
Purchase of property and equipment and intangible assets | (2,047,136) | (557,758) | (217,084) |
Net cash acquired (Note 8) | 76,128 | ||
Payment of acquisition payable | (6,000) | ||
Other investment | (750,000) | (175,000) | |
Receipt from sale of subsidiary | 83,966 | ||
Payment upon execution of Letter of Intent | (50,000) | ||
Cash acquired upon close of Transaction | 5,875 | ||
Net cash used in investing activities | (2,727,008) | (648,792) | (261,209) |
Financing activities | |||
Proceeds from convertible debentures | 1,105,126 | ||
Proceeds from subscription receipts | 2,514,377 | ||
Transaction costs | (167,363) | ||
Third party investment in subsidiary | 475,000 | ||
Proceeds from long-term debt | 1,125,000 | 615,000 | 100,000 |
Proceeds from private placement | 1,225,000 | 1,067,745 | |
Proceeds from brokered private placement | 3,738,564 | ||
Payment of equity and debenture issuance costs | (500,870) | (248,542) | |
Repayment of long-term debt | (507,715) | (226,126) | (250,145) |
Repayment of convertible debentures | (1,312,722) | ||
Payments of lease principal | (380,543) | (372,154) | (117,125) |
Net cash provided by financing activities | 3,861,714 | 1,084,464 | 2,936,328 |
Change in cash | 896,245 | 142,862 | (751,717) |
Cash balance, beginning | 217,788 | 74,926 | 826,643 |
Cash balance, ending | $ 1,114,033 | $ 217,788 | $ 74,926 |
Corporate Information and Going
Corporate Information and Going Concern | 12 Months Ended |
Oct. 31, 2021 | |
Corporate Information And Going Concern | |
Corporate Information and Going Concern | 1. Corporate Information and Going Concern These consolidated financial statements (the “Financial Statements”) for the years ended October 31, 2021, 2020 and 2019, include the accounts of Grown Rogue International, Inc (together with its subsidiaries, “GRIN” or the “Company”) and its subsidiaries. The registered office of GRIN is located at 340 Richmond Street West, Toronto, Ontario, M5V 1X2. GRIN’s subsidiaries and ownership thereof are summarized in the table below. Schedule of subsidiaries and ownership Company Ownership Grown Rogue Unlimited, LLC 100% by GRIN Grown Rogue Gardens, LLC 100% by Grown Rogue Unlimited, LLC GRU Properties, LLC 100% by Grown Rogue Unlimited, LLC GRIP, LLC 100% by Grown Rogue Unlimited, LLC Grown Rogue Distribution, LLC 100% by Grown Rogue Unlimited, LLC GR Michigan, LLC 87% by Grown Rogue Unlimited, LLC Idalia, LLC 60% by Grown Rogue Unlimited, LLC Canopy Management, LLC 0% (Note 1.1) Golden Harvests, LLC 60% by Canopy Management, LLC 1.1 The Company, through its subsidiary, entered into an option to acquire an 87% controlling interest in Canopy Management LLC (“Canopy”), which held an option to acquire a 60% controlling interest in Golden Harvests, LLC which was exercised on May 1, 2021. Canopy is majority owned by the Company’s CEO, who is prohibited from omitting or taking certain actions where to do so would be contrary to the economic benefits which the Company expects to derive from the aforementioned options and the investments in the underlying businesses. The Company includes Canopy in the consolidated financial results and has allocated its net loss to net loss attributable to non-controlling interest. GRIN is primarily engaged in the business of growing and selling cannabis products. The primary cannabis product produced and sold is cannabis flower. These Financial Statements are prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of the business. The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. As at the end of the year ended October 31, 2021, the Company incurred a net loss of $ 1,014,747 21,804,349 2,843,226 |
Reverse Takeover
Reverse Takeover | 12 Months Ended |
Oct. 31, 2021 | |
Reverse Takeover | |
Reverse Takeover | 2. Reverse Takeover The Company entered into a definitive transaction agreement (the “Definitive Agreement”) dated October 31, 2018 with Grown Rogue Unlimited LLC (“GR Unlimited”) and Grown Rogue Canada Inc. (“Grown Rogue Canada”) and Novicius Acquisition Corp. (“Novicius Subco”) which resulted, through a series of transactions, in the acquisition of all of the equity interests of GR Unlimited and Grown Rogue Canada by the Company (the “Transaction”), such that, immediately following completion of the Transaction, approximately 86% of the issued and outstanding shares of the Company were owned by the former unitholders of GR Unlimited. Prior to close of the Transaction the Company completed a consolidation of its common shares on the basis of 1.4 pre consolidated common shares for 1 post consolidated common share. Upon close of the Transaction, the Company issued, in aggregate, 60,746,202 common shares to the GR Unlimited unitholders for all of the outstanding units of GR Unlimited, 100,000 common shares to a director of Grown Rogue Canada and 839,790 common shares to former debtholders of the Company. Holders of warrants and convertible debentures of GR Unlimited and Grown Rogue Canada exchanged such securities for warrants and convertible debentures, with substantially the same terms, of the Company on a one for one basis. The Transaction constituted a reverse takeover of the Company by the shareholders of GR Unlimited but did not meet the definition of a business combination under IFRS 3. As such, the Transaction is accounted for under IFRS 2, where the difference between the consideration given to acquire the Company and the net asset value of the Company is recorded as a transaction expense. Since GR Unlimited is deemed to be the accounting acquirer for accounting purposes, these financial statements present the historical financial information of GR Unlimited up to the date of the Transaction. The allocation of the consideration transferred is as follows: Schedule of consideration transferred 3,773,689 shares at a price of CAD$0.315 per share $ 900,403 Net assets (liabilities) of the Company acquired (604,107 ) Transaction costs $ 1,504,510 The acquisition date fair value of the consideration transferred by the existing equity holders of GR Unlimited is based on the number of equity interests GR Unlimited would have had to issue to give the owners of the Company the same percentage equity interest in the combined entity that results from the transaction described above. The fair value of the number of equity interests calculated was based on the private placement transactions entered into by GR Unlimited. Upon completion of the Transaction, the former shareholder of Grown Rogue Canada controlled less than 1% of the issued and outstanding common shares of the Company (not including holders of subscription receipts of Grown Rogue Canada). For accounting purposes, the Company has been identified as the acquirer and Grown Rogue Canada the acquired company. Since Grown Rogue Canada’s operations do not constitute a business, this transaction has been accounted for as a share-based payment. As such, Grown Rogue Canada’s balances are accounted for at fair value, with the balance of the purchase price in excess of the fair value of the acquired assets and liabilities of Grown Rogue Canada accounted for as transaction costs. Grown Rogue Canada’s historical share capital, deficit and contributed surplus have been eliminated. The allocation of the consideration transferred is as follows: 100,000 common shares at a price of CAD$0.315 per share $ 23,860 Fair value of warrants of the Company issued (Note 20.11) 893,646 Total consideration transferred 917,506 Net assets of Grown Rogue Canada acquired 61,447 Transaction costs $ 856,059 In addition to the costs mentioned above, the Company incurred cash transaction costs of $ 1,093,221 Schedule of aforementioned costs Consideration transferred by shareholders of GR Unlimited $ 1,504,510 Balance of purchase price in excess of the fair value of acquired assets and liabilities of Grown Rogue Canada 856,059 Cash Transaction costs 1,093,221 Total Transaction costs during the year ended October 31, 2019, as reported on the statement of comprehensive loss $ 3,453,790 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Oct. 31, 2021 | |
Basis of Presentation | 3. Basis of Presentation Statement of Compliance The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These consolidated financial statements were approved and authorized for issuance by the Company’s Board of Directors on February 28, 2022. We have reclassified certain amounts in prior periods to conform to the current period’s presentation. On the consolidated statements of cash flows, amortization of property and equipment included in cost of finished cannabis inventory sold and changes in fair value of inventory were reclassed from changes in non-cash working capital to items presented as non-cash adjustments to net income (loss), such that net cash used in operating activities is unchanged. Basis of Measurement These Financial Statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value as described herein. Functional and Presentation Currency The Company’s functional currency is the Canadian dollar and the functional currency of its Subsidiaries is the United States (“U.S.”) dollar. These audited consolidated financial statements are presented in U.S. dollars. Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statement of loss and comprehensive loss. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as currency translation reserve in shareholders’ equity. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which, in substance, is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive loss. Basis of Consolidation The Subsidiaries are controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the Subsidiaries and has the ability to affect those returns through its power over the Subsidiaries by way of its ownership of all of the issued and outstanding common shares. The financial statements of subsidiaries are included in these audited consolidated financial statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation. Estimation Uncertainty due to COVID-19 On March 11, 2020, the World Health Organization declared a global outbreak of COVID-19 (coronavirus) to be a pandemic, which has had a significant impact on businesses through the restrictions put in place by the federal, state, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders in Canada and the United States. Government measures imposed to limit the spread of COVID-19 did not have a material impact on the Company’s operations during the period ended October 31, 2021, and the Company has not observed any material impairments, or significant changes in the fair value of its assets as a result of COVID-19. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put in place by Canada, the United States and other countries to fight the virus. While the extent of the impact is unknown, it remains possible that this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Company’s business, results of operations and financial condition. The Company will continue to evaluate the situation with respect to the COVID-19 pandemic as it develops and will implement any such changes to its business as may deemed appropriate to mitigate any potential impacts to its business. |
Significant Accounting Policies
Significant Accounting Policies and Significant Judgements | 12 Months Ended |
Oct. 31, 2021 | |
Significant Accounting Policies and Significant Judgements | 4. Significant Accounting Policies and Significant Judgements 4.1 Revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which is upon the transfer of control of the contracted goods or provision of contracted services. Control of goods is transferred when title and physical possession of the contracted goods have been transferred to the customer, which is determined by the shipping terms and certain additional considerations. The Company does not have performance obligations subsequent to the transfer of title and physical possession of the contracted goods. Revenues from sales of goods are recognized when the transfer of ownership to the customer has occurred and the customer has accepted the product. Revenues from services are recognized when services have been provided, the income is determinable, and collectability is reasonably assured. The Company’s contract terms do not include a provision for significant post-service delivery obligations. 4.2 Inventory Inventory is valued at the lower of cost and net realizable value. The capitalized cost for produced inventory includes the direct and indirect costs initially capitalized to biological assets before the transfer to inventory. The capitalized cost also includes subsequent costs such as materials, labor, depreciation & amortization expense on equipment involved in packaging, labelling and inspection. The total cost of inventory also includes the fair value adjustment which represents the fair value of the biological asset at the time of harvest and which is transferred from biological asset costs to inventory upon harvest. All direct and indirect costs related to inventory are capitalized as they are incurred; these costs are recorded ‘Cost of finished cannabis inventory sold’ on the statements of loss and comprehensive loss at the time cannabis is sold. The realized fair value amounts included in inventory sold are recorded as a separate line on the statements of loss and comprehensive loss. 4.3 Cost of finished cannabis inventory sold Cost of finished cannabis inventory sold includes the value of inventory sold (policy described in Note 4.2), excluding the fair value adjustment carried from biological assets into inventory. Cost of finished cannabis inventory sold also includes the value of inventory write downs. 4.4 Biological assets Biological assets are measured at fair value. The Company’s biological assets consist of cannabis plants. The Company capitalizes all the direct and indirect costs as incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest, including direct costs, indirect costs, allocated fixed and variable overheads, and depreciation & amortization of equipment used to grow plants through the harvest of the plants. Before planting, the capitalized costs approximate fair value. After planting, fair value is estimated at the fair value of the market sales price of the finished product less costs to complete. Subsequent to harvest, the recognized biological asset amount becomes the cost basis of finished goods inventory. Unrealized gains or losses arising from changes in fair value less costs to sell during the period are included in the consolidated statement of loss and comprehensive loss as ‘Unrealized fair value gain on growth of biological assets’. After sale, the amount of ‘Unrealized fair value gain on growth of biological assets’ sold is recognized as ‘Realized fair value amounts in inventory sold’. 4.5 Loss per share Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. 4.6 Accounts Payable and Accrued Liabilities Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Provisions are recognized when the Company has an obligation (legal or constructive) arising from a past event, and the costs to settle this obligation are both probable and able to be reliably measured. 4.7 Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are members of key management, subject to common control, or can exert significant influence over the company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. 4.8 Property and Equipment Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, if any. Costs include borrowing costs for assets that require a substantial period of time to become ready for use. Amortization is recognized so as to recognize the cost of assets less their residual values over their useful lives, using the straight-line method. Amortization begins when an asset is available for use, meaning that it is in the location and condition necessary for it to be used in the manner intended by management. The estimated useful lives, residual values and method of amortization are reviewed at each period end, with the effect of any changes in estimated useful lives and residual values accounted for on a prospective basis. The Company capitalizes costs incurred to construct assets; when such assets are not available for use as intended by management, amortization expense is not recorded until constructed assets are placed into service. Amortization is calculated applying the following useful lives: Schedule of Amortization Furniture and fixtures 7-10 years on a straight-line basis Computer and office equipment 3-5 years on a straight-line basis Production equipment and other 5-10 years on a straight-line basis Leasehold improvements 15-40 months on a straight-line basis The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs of disposal and their value in use. Fair value is the price at which the asset could be bought or sold in an orderly transaction between market participants. In assessing value in use, the estimated cash flows are discounted to their present value using a pre tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. 4.9 Intangible Assets Intangible assets are initially measured at cost. The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. If impairment indicators are present, these assets are subject to an impairment review. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets of two to three years. 4.10 Impairment of Long-lived Assets For all long-lived assets, except for intangible assets with indefinite useful lives and intangible assets not yet available for use, the Company reviews its carrying amount at the end of each reporting period to determine whether there is any indication that those assets have suffered an impairment loss. Where such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized in profit or loss. Impairment losses may be reversed in a subsequent period where the impairment no longer exists or has decreased. The carrying amount after a reversal must not exceed the carrying amount (net of depreciation) that would have been determined had no impairment loss been recognized. A reversal of impairment loss is recognized in profit or loss. 4.11 Deferred transaction costs Deferred transaction costs represent professional fees incurred with respect to a contemplated transaction that is to be completed in a future period. The transaction costs will be recognized in profit and loss in the period in which the transaction is completed. 4.12 Share Based Compensation Share Based Payment Transactions Transactions with non-employees that are settled in equity instruments of the Company are measured at the fair value of the goods or services rendered. In situations where the fair value of the goods or services received by the entity as consideration cannot be reliably measured, transactions are measured at fair value of the equity instruments granted. The fair value of the share-based payments is recognized together with a corresponding increase in equity over a period that services are provided, or goods are received. Equity Settled Transactions The costs of equity settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted, using the Black Scholes option pricing model. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative cost is recognized for equity settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest. Share Issuance Costs Costs incurred in connection with the issuance of equity are netted against the proceeds received net of tax. Costs related to the issuance of equity and incurred prior to issuance are recorded as deferred equity issuance costs and subsequently netted against proceeds when they are received. 4.13 Income Taxes Tax expense includes current and deferred tax. This expense is recognized in profit or loss, except for income tax related to the components of other comprehensive income or equity, in which case the tax expense is recognized in other comprehensive income or equity respectively. Current tax assets and liabilities are obligations or claims for the current and prior periods to be recovered from (or paid to) taxation authorities that are still outstanding at the end of the reporting period. Current tax is computed on the basis of tax profit which differs from net profit. Income taxes are calculated using tax rates and laws enacted or substantively enacted at the end of the reporting period. Deferred tax is recognized based on temporary differences between the carrying amount and the tax basis of the assets and liabilities. Any change in the net amount of deferred tax assets and liabilities is included in profit or loss. Deferred tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws that are expected to apply to taxable profit for the periods in which the assets and liabilities will be recovered or settled. Deferred tax assets are recognized when it is likely they will be realized. Deferred tax assets and liabilities are not discounted. The Company recognizes a deferred tax asset or liability for all deductible temporary differences arising from equity securities of subsidiaries, unless it is probable that the temporary difference will not reverse in the foreseeable future and the Company is able to control the timing of the reversal. 4.14 Financial Instruments 4.14.1 Financial assets Initial Recognition The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Classification and measurement Under IFRS 9, financial assets are initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss (“FVTPL”), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in net income (loss). Subsequent classification and measurement of financial assets depends on the Company’s business objective for managing the asset and the cash flow characteristics of the asset: - Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the consolidated financial statements, and gains/losses are recognized in net income (loss) when the asset is derecognized or impaired. - Fair value through other comprehensive income (“FVOCI”) – Financial assets held to achieve a particular business objective other than short term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument by instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through net income (loss). Upon derecognition of the asset, accumulated gains or losses are transferred from Other comprehensive income (“OCI”) directly to Deficit. - FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. 4.14.2 Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows: - FVTPL – Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss). - Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process. The following table summarizes the original measurement categories for each class of the Company’s financial assets and financial liabilities: Schedule of financial assets and financial liabilities Asset/Liability Classification Accounts receivable Amortized cost Cash Amortized cost Marketable securities FVTPL Accounts payable and accrued liabilities Amortized cost Long-term debt Amortized cost Interest payable Amortized cost Convertible debentures Amortized cost Derivative liabilities FVTPL Impairment IFRS 9 introduces a three-stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements. The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. 4.15 IFRS 16 - Leases (“IFRS 16”) On November 1, 2019, the Company adopted IFRS 16, which replaced IAS 17 – Leases and related interpretations, using the modified retrospective method which does not require restatement of prior period financial information. Accordingly, comparative information in the Company’s financial statements is not restated. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize a right-of-use asset representing its right to use the underlying asset, and a lease liability representing its obligation to make lease payments. On transition to IFRS 16, the Company elected to use the following practical expedient, as permitted under this standard: - Grandfather the assessment of which transactions are leases and apply IFRS 16 only to contracts that were previously identified as leases under IAS 17; and - Apply a single discount rate to a portfolio of leases with similar characteristics. On adoption of IFRS 16, the Company has elected to record right-of-use assets based on the corresponding lease liability. Lease liabilities were measured at the present value of the remaining lease payments outstanding from commitments disclosed as at October 31, 2019, excluding short-term leases, leases of low-value assets, and variable lease payments, and discounted using the Company’s incremental borrowing rate as of November 1, 2019. A reconciliation of the Company’s operating lease commitments at October 31, 2019, to the Company’s lease obligations as at the date of transition of November 2, 2019 is set out below: Schedule of lease obligations $ Operating lease commitments at October 31, 2019 322,100 Discounted using incremental borrowing rate (45,669 ) Lease liabilities for purchased assets 142,205 Lease obligations - November 1, 2019 418,636 The following table summarizes the impacts of adopting IFRS 16 on the consolidated financial statements: Schedule of consolidated financial statements Balance – Adoption of Restated balance – November 1, $ $ $ Right-of-use assets - 276,431 276,431 Property & equipment 232,059 - 232,059 Current portion of lease liability 129,876 225,862 355,738 Lease liability 12,329 50,569 62,898 Update to significant accounting policies The Company recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred, less any lease incentive received. The right-of-use asset is subsequently depreciated to the earlier of the end of the useful life of the right-of-use asset or the least term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The right-of-us asset may be adjusted for certain remeasurements of the lease liability and impairment losses, if any. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company uses a single discount rate for a portfolio of leases with similar characteristics. The lease liability is measure at the amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in index or rate, a change in the amount expected to be payable under a residual value guarantee, or if there is a change in the Company’s assessment of whether it will exercise a purchase, extension, or termination option. Leases that have term of less than twelve months or leases with an underlying asset of low value are recognized as expenses in profit or loss. Significant judgments and estimates In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. The assessment is reviewed if a significant event of a significant change in circumstance occurs which affects this assessment. To determine the carrying amount of right-of-use assets and lease liabilities, the Company must estimate the incremental borrowing rate for each leased asset if the interest rate implicit in the lease cannot be readily determined. Management determines the incremental borrowing rate for each leased asset by taking into account the Company’s credit standing, the guarantee, the term and the value of the underlying leased asset, as well as the economic environment in which the leased asset is operated. Incremental borrowing rates can be changed due to macroeconomic changes in the environment. 4.16 Business Combinations A business combination is a transaction or event in which the acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets acquired, liabilities assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date when the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair values. Goodwill represents the difference between total consideration paid and the fair value of the net identifiable assets acquired. Acquisition costs incurred are expensed through the statement of comprehensive loss. Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments with the corresponding gain or loss recognized in profit or loss. Based on the facts and circumstances that existed at the acquisition date, management will perform a valuation analysis to allocate the purchase price based on the fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. Management has one year from the acquisition date to confirm and finalize the facts and circumstances that support the finalized fair value analysis and related purchase price allocation. Until such time, these values are provisionally reported and are subject to changed. Changes to fair values and allocations are retrospectively adjusted in subsequent periods. In determining the fair value of all identifiable assets acquired and liabilities assumed, the most significant estimates generally relate to contingent consideration and intangible assets. Management exercises judgment in estimating the probability and timing of when earn-out milestones are expected to be achieved, which is used as the basis for estimating fair value. Identified intangible assets are fair valued using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill. Management exercises judgment in determining the entities that it controls for consolidation and associated non-controlling interests. For financial reporting purposes, an entity is considered controlled when the Company has power over an entity and its ability to affect its economic return from the entity. The Company has power over an entity when it has existing rights that give it the ability to direct the relevant activities which can significantly affect the investee’s returns. Such power can result from contractual arrangements. However, certain contractual arrangements contain rights that are designed to protect the Company’s interest, without direct equity ownership in the entity, in which case non-controlling interests are recognized. 4.17 Intangible assets and goodwill Intangible assets are recorded at cost less accumulated amortization and any impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is calculated on a straight-line basis over their estimated useful lives. Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to the cash generating unit (“CGU”) or group of CGUs which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization. Goodwill and intangible assets with an indefinite life or not yet available for use are tested for impairment annually at year-end, and whenever events or circumstances that make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose all or a portion of a reporting unit. Finite life intangible assets are tested whenever there is an indication of impairment. Goodwill and indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Goodwill is tested for impairment based on the level at which it is monitored by management, and not at a level higher than an operating segment. The Company’s goodwill is allocated to the cannabis operating segment and the U.S. cannabis and hemp-derived market CGU. The allocation of goodwill to the CGUs or group of CGUs requires the use of judgment. An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount. The recoverable amounts of the CGUs’ assets are determined based on either fair value less costs of disposal or value-in-use method. There is a material degree of uncertainty with respect to the estimates of the recoverable amounts of the CGU, given the necessity of making key economic assumptions about the future. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill, and any excess is allocated to the carrying value of assets in the CGU. Any impairment is recorded in profit and loss in the period in which the impairment is identified. A reversal of an asset impairment loss is allocated to the assets of the CGU on a pro rata basis. In allocating a reversal of an impairment loss, the carrying amount of an asset shall not be increased above the lower of its recoverable amount and the carrying amount that would have been determined had no impairment loss been recognized for the asset in the prior period. Impairment losses on goodwill are not subsequently reversed. 4.18 Adoption of new accounting pronouncements Amendments to IFRS 3: Definition of a Business In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company adopted the Amendments to IFRS 3 effective November 1, 2020, with no impact to the Company’s consolidated financial statements. 4.19 New accounting pronouncements The following IFRS standards have been recently issued. Pronouncements that are irrelevant or not expected to have a significant impact have been excluded. Amendments to IAS 1: Classification of Liabilities as Current or Non-current The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2022. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements. |
Biological Assets
Biological Assets | 12 Months Ended |
Oct. 31, 2021 | |
Biological Assets | 5. Biological Assets Biological assets consist of cannabis plants. The reconciliation of changes in the carrying amounts of biological assets as at October 31, 2021 and October 31, 2020 are as follows: Schedule of reconciliation of changes in the carrying amount of biological assets October 31, October 31, $ $ Beginning balance 250,690 156,589 Purchased cannabis plants 2,969,773 724,878 Allocation of operational overhead 1,430,876 1,130,712 Change in FVLCTS due to biological transformation 1,824,225 1,515,492 Transferred to inventory upon harvest (5,287,012 ) (3,276,981 ) Ending balance 1,188,552 250,690 The Company measures its biological assets at their fair value less costs to sell. This is determined using a model which estimates the expected harvest yield in grams for plants currently being cultivated, and then adjusts that amount for the expected selling price per gram and also for any additional costs to be incurred, such as post-harvest costs. The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy, were used by management as part of this model: - Expected costs required to grow the cannabis up to the point of harvest - Estimated selling price per pound - Expected yield from the cannabis plants - Estimated stage of growth – The Company applied a weighted average number of days out of the 60-day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value basis according to the stage of growth and estimated costs to complete cultivation. Schedule of Fair value of biological assets Impact of 20% change October 31, October 31, October 31, October 31, Estimated selling price per pound ($/pound) 1,130 1,123 219,428 48,720 Estimated stage of growth (%) 51 % 63 % 189,943 38,104 Estimated flower yield per harvest (pound) 1,915 216 189,943 38,104 |
Inventory
Inventory | 12 Months Ended |
Oct. 31, 2021 | |
Inventory | 6. Inventory The Company’s inventory composition is as follows: Schedule of inventory October 31, October 31, $ $ Raw materials 22,788 8,588 Work in process 2,363,487 919,464 Finished goods 920,037 196,308 Ending balance 3,306,312 1,124,360 The cost of inventories included as an expense and included in cost of goods sold for the year ended October 31, 2021, was $ 3,997,617 2,155,507 2,935,934 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Oct. 31, 2021 | |
Marketable Securities | |
Marketable Securities | 7. Marketable Securities During the period ended October 31, 2020, the Company received 2,362,204 15,000,000 0.635 848,011 As at October 31, 2021, the fair value of the shares was $ 610,092 35,902 263,483 60,959 507 |
Business Combinations
Business Combinations | 12 Months Ended |
Oct. 31, 2021 | |
Business Combinations | 8. Business Combinations 8.1 Golden Harvests, LLC (“Golden Harvests”) In February 2020, the Company, through its subsidiary GR Michigan, LLC, signed an Option to Purchase Agreement (the “Option Agreement”) to acquire a 60% controlling interest in Golden Harvests, LLC (“Golden Harvests”). Golden Harvests is a Michigan-based, fully licensed, and operating cultivation company located in Bay City, Michigan. During the year ended October 31, 2021, the Company’s majority controlled subsidiary GR Michigan, LLC, terminated the Option Agreement. Simultaneously with the termination of the Option Agreement, a new entity, Canopy Management, LLC (“Canopy”), majority-owned by the CEO, signed an option agreement to purchase Golden Harvests under similar terms (the “New Option”). Canopy has already been approved by the State of Michigan for licensing and this facilitated the Company’s ability to accelerate its option exercise to obtain a 60% interest in Golden Harvests. The Company has an option to acquire 87% of the CEO’s membership interest in Canopy, which, when exercised, pending approval by the State of Michigan of the Company’s application, will provide identical economic rights as the Company originally had in the Option Agreement. Canopy is majority owned by GRIN’s CEO, who has a fiduciary responsibility to the Company and is prohibited from omitting or taking certain actions relating to Canopy where to do so would be contrary to the economic benefits which the Company expects to derive from the acquisition of Golden Harvests. Canopy acquired a 60% controlling interest in Golden Harvests in May 2021, and we expect to exercise our option to acquire 87% of Canopy around near the end of calendar year 2021 or early 2022, and until we exercise the option to acquire 87% of Canopy, it will be consolidated with a 100% non-controlling interest. On May 1, 2021, the Company acquired Golden Harvests, a United States company based in Michigan specialize in the cultivation and wholesale of adult use and recreational flower. The Company acquired Golden Harvests by exercising an option to acquire a controlling 60% interest in Golden Harvests. The Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,181 and cash payments of $849,536. Consideration remaining to be paid at the date of these Financial Statements included cash payments of $358,537 and 200,000 common shares with an aggregate fair value of $35,806. Schedule of consideration remaining Total consideration Common $ Cash paid -- 479,000 Cash payable -- 370,537 Common shares issued 825,000 122,376 Common shares issuable 200,000 35,806 Total 1,025,000 1,007,719 Schedule of net identifiable assets acquired Net identifiable assets acquired (liabilities assumed) $ Cash 386,128 Accounts receivable 155,067 Prepaids and other current assets 91,464 Intangible asset: grow licenses 154,000 Biological assets 477,672 Inventory 309,439 Property, plant, and equipment 1,311,917 Net identifiable assets 2,885,687 Accounts payable and accrued liabilities (542,630 ) Notes payable (227,056 ) Lease liabilities (564,309 ) Income taxes (117,500 ) Net identifiable assets acquired 1,434,192 Net cash acquired for the year ended October 31, 2021, was $ 76,128 386,128 310,000 Schedule of purchase price allocation Purchase price allocation $ Net identifiable assets acquired 1,434,192 Goodwill 245,339 Gross purchase price allocation 1,679,531 Purchase consideration (60% controlling interest) 1,007,719 Schedule of net cash flows upon completion of all payments Net cash flows Prior to Year ended October 31, Future payments Total $ $ $ $ Cash consideration paid prior to October 31, 2020 (175,000 ) - - (175,000 ) Cash consideration paid after November 1, 2020 - (310,000 ) - (310,000 ) Cash acquired - 386,128 - 386,128 (175,000 ) 76,128 - (98,872 ) Future cash payments - - (358,537 ) (358,537 ) Payments against acquisition consideration payable - (6,000 ) - (6,000 ) Net cash flows upon completion of all payments (175,000 ) 70,128 (358,537 ) (463,409 ) Goodwill arising from the acquisition represents expected synergies, future income growth, and other intangibles that do not qualify for separate recognition. The goodwill arising on this acquisition is expected to be fully deductible for tax purposes. Management continues to gather relevant information that existed at the acquisition date to determine the fair value of the net identifiable assets acquired and liabilities assumed. As such, the initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned are, therefore, preliminary and subject to change. Management continues to refine and finalize its purchase price allocation for the fair value of identifiable intangible assets and the allocation of goodwill. For the year ended October 31, 2021, Golden Harvests accounted for $3.9 million in revenue and $1.4 million in reduction to net loss. If the acquisition had been completed on November 1, 2020, the Company estimates it would have recorded an increase of $6.4 million in revenues and reduction to net loss of $1.6 million. |
Other Investments and Purchase
Other Investments and Purchase Deposits | 12 Months Ended |
Oct. 31, 2021 | |
Other Investments and Purchase Deposits | 9. Other Investments and Purchase Deposits 9.1 Investment in assets sold by High Street Capital Partners, LLC (“HSCP”): On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations (the “HSCP Transaction”) of HSCP, for an aggregate total of $3,000,000 in consideration, payable in a series of tranches, subject to receipt of all necessary regulatory and other approvals. A payment of $250,000 is due at closing and the payment of the remaining purchase price is dependent on the timing of the closing. If the closing takes place before the 12-month anniversary date of the February 5, 2021 effective date, the remaining balance of $2,000,000 will be paid by a promissory note payable. If the closing takes place after the 12-month anniversary date but before the 18-month anniversary date, the remaining balance is to be paid $750,000 in cash and $1,250,000 by a promissory note payable. If the closing takes place later than the 18-month anniversary date, the remaining $2,000,000 is to be paid in cash. The Company also executed a management services agreement with HSCP (“HSCP MSA”), pursuant to which the Company agreed to pay $21,500 per month as consideration for services rendered thereunder, until the completion of the HSCP Transaction. In accordance with the MSA, the Company will own all production from the growing assets derived from the growing operations of HSCP, and the Company will operate the growing facility of HSCP under the MSA until receipt of the necessary regulatory approvals relating to the acquisition by the Company of HSCP’s growing assets. The Company has no involvement with the retail operations contemplated in the agreement until the HSCP Transaction is completed. During the year ended October 31, 2021, the Company paid $ 750,000 3,000,000 9.2 The balance of $ 187,812 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2021 | |
Accrued Liabilities | 10. Accrued Liabilities The following table summarizes the liability payable to creditors who agreed to defer settlement for longer than one year from October 31, 2021 and 2020: Schedule of liability payable to creditors CEO Trade Vendors Total $ $ $ Balance at October 31, 2019 180,799 - 180,799 Amounts deferred 45,000 241,255 286,255 Amounts settled - (77,238 ) (77,238 ) Balance at October 31, 2020 225,799 164,017 389,816 Amounts settled (162,899 ) (103,504 ) (266,403 ) Balance at October 31, 2021 62,900 60,513 123,413 |
Leases
Leases | 12 Months Ended |
Oct. 31, 2021 | |
Leases | 11. Leases The following is a continuity schedule of lease liabilities: Schedule of lease liabilities Lease liabilities October 31, October 31, $ $ Balance - beginning 116,907 142,205 Adoption of IFRS 16 - 276,431 Additions 2,642,588 68,035 Disposals (18,513 ) - Interest expense on lease liabilities 132,371 65,433 Payments (512,914 ) (435,197 ) Balance - ending 2,360,438 116,907 Current portion 624,935 100,277 Non-current portion 1,735,503 16,630 Lease additions during the year ended October 31, 2021, included right-of-use property rental agreements totaling approximately $2.6 million, resulting from a property lease acquired (Note 8); a new lease agreement for an outdoor farm; and remeasurement of leases following management’s assessments that operations were reasonably certain to continue for longer durations at ongoing locations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Oct. 31, 2021 | |
Property And Equipment | |
Property and Equipment | 12. Property and Equipment Property and equipment Computer and Production Construction in Leasehold Right-of-use Total COST $ $ $ $ $ $ Balance - October 31, 2019 55,960 156,781 476,783 1,238,680 358,608 2,286,812 Additions 1,031 215,030 90,342 251,355 344,466 902,224 Transfers (2,061 ) 2,061 (512,719 ) 512,719 - - Disposals (39,764 ) (17,350 ) (9,331 ) (947 ) (52,063 ) (119,455 ) Balance - October 31, 2020 15,166 356,522 45,075 2,001,807 651,011 3,069,581 Additions - 22,939 - 2,255,594 2,040,029 4,318,562 Cost basis of assets acquired 1,117 146,756 677,339 680,482 1,505,694 Transfers - - (45,075 ) 45,075 - - Disposals - (15,049 ) - (1,727 ) (43,490 ) (60,266 ) Balance - October 31, 2021 16,283 511,167 - 4,978,088 3,328,032 8,833,570 ACCUMULATED AMORTIZATION Balance - October 31, 2019 19,701 37,016 - 638,629 126,549 821,895 Amortization for the period 6,360 41,397 - 810,619 305,365 1,163,741 Transfers (2,405 ) 2,405 - - - - Disposals (8,490 ) (7,301 ) - - (52,063 ) (67,854 ) Balance - October 31, 2020 15,166 73,517 - 1,449,248 379,851 1,917,782 Amortization for the period 979 77,766 - 527,524 406,773 1,013,042 Amortization of assets acquired 138 52,368 40,955 100,316 193,777 Disposals - (7,548 ) - (698 ) (25,369 ) (33,615 ) Balance – October 31, 2021 16,283 196,103 - 2,017,029 861,571 3,090,986 NET BOOK VALUE As at October 31, 2020 - 283,005 45,075 552,559 271,160 1,151,799 As at October 31, 2021 - 315,064 - 2,961,059 2,466,461 5,742,584 For the year ended October 31, 2021, amortization capitalized was $ 833,027 957,905 180,015 205,836 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 12 Months Ended |
Oct. 31, 2021 | |
Intangible Assets And Goodwill | |
Intangible Assets And Goodwill | 13. Intangible Assets And Goodwill Schedule of intangible assets and goodwill Indefinite lived intangible assets and goodwill Cost Grower licenses 154,000 Goodwill 245,338 399,338 The Company’s intangible assets include grower licenses and goodwill acquired during the year ended October 31, 2021 (Note 8). Net amortizable intangible assets of $ 4,997 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Oct. 31, 2021 | |
Long-term Debt | 14. Long-term Debt Transactions related to the Company’s long-term debt during the years ended October 31, 2021 and October 31, 2020, include the following: Schedule of unsecured promissory notes Movement in long-term debt $ Balance - October 31, 2019 150,000 Additions (Notes 14.7, 14.8) 615,000 Interest accretion 260,940 Payments (226,126 ) Balance - October 31, 2020 799,814 Additions (Notes 14.1, 14.2, 14.3, 14.4, 14.5,14.6) 1,452,056 Interest accretion 565,506 Reclassification to acquisition consideration payable (Notes 8, 14.4) (100,000 ) Payments (507,715 ) Balance - October 31, 2021 2,209,661 Current portion 843,900 Non-current portion 1,365,761 14.1 On November 23, 2020, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. 14.2 On December 2, 2020, debt was issued by Grown Rogue Gardens, LLC with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date can be extended by up to six-months for a $1,000 fee per $10,000 of principal extended. The note was loaned by the former COO of the Company. 14.3 On January 27, 2021, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. 14.4 On February 4, 2021, a note payable for $100,000 was issued to satisfy a milestone payment due to the seller of Golden Harvests. The note is payable 12 months from the issue date and accrues interest at $2,000 per month. This note payable was reclassified to acquisition consideration payable during the year ended October 31, 2021. 14.5 On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 8) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%. 14.6 On September 9, 2021, the Company entered into an unsecured promissory note agreement with PBIC, a related party, in the amount of $800,000 which was to be fully advanced by September 30, 2021. During the year ended October 31, 2021, $600,000 was received. This note matures on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms of the note require the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s sun-grown A-flower 2021 harvest (the “Harvest”), less 15% of such amount to account for costs of sales. The percentage will be determined by dividing 2,000 by the total volume of pounds of the Harvest, proportionate to principal proceeds. A portion of these payments will be used to pay down the outstanding principal on a monthly basis. The note will automatically terminate when the full amount of any outstanding principal plus the applicable participation payments are paid prior to the maturity date. Should the participation payments fully repay the principal amount prior to the maturity date then the note will automatically terminate. The note bears no stated rate of interest, and in the event of default, the note will bear interest at 15% per annum. The note is reported at amortized cost using an effective interest rate of approximately 1.9%. Accrued interest payable on long-term debt at October 31, 2021 was $ 13,750 9,367 Transactions related to the Company’s long-term debt for the year ended October 31, 2020, include the following: 14.7 On December 5, 2019, debt was issued with a principal amount of $15,000, with simple interest accrued at a rate of 60% per annum and a maturity of 60 days. On February 18, 2020, all principal and interest was repaid. This amount was owed to the CEO of the Company. 14.8 Debt issuance by GR Michigan, LLC On March 20, 2020: Principal of $600,000 was received under a secured debt investment of $600,000 (the “Michigan Debt”). The Michigan Debt carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests (Note 8). Once the principal is repaid, each investor will receive a monthly royalty of 1% per $100,000 invested of cash receipts for sales by Golden Harvests (the “Royalty”). The Royalty commences on the date that repayments equal to principal have been made for a period of two years. The Royalty maximum is two times the amount of principal invested and the Royalty minimum is equal to the principal loaned; the Company expects to pay the Royalty maximum by July 2023. The Company has the right but not the obligation, to purchase the Royalty from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the Michigan Debt agreement at amortized cost using the effective interest method. Interest accreted during the year ended October 31, 2021 was $ 451,066 260,940 Principal amounts of the Michigan Debt of $50,000 and $100,000 (a total of $ 150,000 150,000 |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Oct. 31, 2021 | |
Convertible Debentures | |
Convertible Debentures | 15. Convertible Debentures Transactions related to the Company’s convertible debentures during the years ended October 31, 2021 and 2020, include the following: Schedule of Convertible Debentures Movements in Convertible Debentures $ Balance - October 31, 2019 1,995,609 Conversion to common shares (37,733 ) Interest accretion 246,015 Deemed extinguishment (2,147,550 ) Effects of foreign exchange (56,341 ) Balance after deemed extinguishment - Deemed re-issuance 2,464,241 Fair value of derivative liability (787,264 ) Conversion to common shares (75,130 ) Interest accretion 146,964 Payments (44,138 ) Effects of foreign exchange 35,005 Balance - October 31, 2020 1,739,678 Interest accretion 510,678 Conversion to common shares (Note 15.1) (1,042,951 ) Payments (1,312,722 ) Effects of foreign exchange 105,317 Balance – October 31, 2021 - 15.1 During the year ended October 31, 2021, holders converted an aggregate total of convertible debenture principal of $ 1,042,951 1,311,111 0.125 10,488,884 15.2 Modification of terms during the year ended October 31, 2020 and conversion During the year ended October 31, 2020, two conversions of principal were recorded, totaling $ 112,863 150,000 1,038,095 During the year ended October 31, 2020, the Company extended the maturity of all convertible notes outstanding, such that the following terms apply to all convertible notes outstanding as at October 31, 2020. ○ Original principal loan amount of $ 2,169,135 2,950,000 November 1, 2021 2,138,925 2,850,000 ○ Interest payable at 8 ○ Convertible at CAD$ 0.125 ○ If at any time while the debentures are outstanding the Company issues securities for cash in a private placement at a price per share lower than CAD$0.125, the conversion price for any unconverted portion of the convertible debentures would be reduced to such lower price per security; and ○ Convertible at CAD$0.05 if the Company defaults on debt service. Pursuant to the modification of the debentures, the following warrant transactions occurred: ○ Cancellation of 6,818,182 ○ Issuance of 6,818,182 ○ The fair value of the newly issued warrants was recognized as an expense of debt restructuring on the statement of loss and comprehensive loss for the year ended October 31, 2020; ○ Issuance of 1,590,909 As described above, the conversion price of the debenture is subject to change based upon whether a lower-than-CAD$0.125 private placement of equity is completed. This conversion feature was determined to be a derivative liability in accordance with IFRS 9. The value of the derivative liability as at October 31, 2020 was estimated to be $ 787,264 Schedule of derivative liability assumption ○ Expected dividend yield Nil ○ Risk-free interest rate 0.24 ○ Expected life 1.0 ○ Expected volatility 90 The derivative liability will be remeasured at fair value through profit and loss at each reporting period using the Black-Scholes pricing model. The fair value as at October 31, 2020, was $ 583,390 249,320 221,820 The fair value of the deemed reissuance was allocated as follows: Schedule of allocated the proceeds from the issuance of the convertible debentures CAD$ USD$ Convertible debentures, principal 2,280,671 1,676,977 Conversion option 1,070,670 787,264 3,351,341 2,464,241 The discounted value of the loan after the modifications of terms was more than 10% lower than the carrying value of the loan and was therefore deemed an extinguishment and reissuance under IFRS 9. The costs of completing the modification were expensed. The loss of restructuring this debt, as recognized on the statement of loss and comprehensive loss for the year ended October 31, 2020, was comprised of the following: Schedule of debt restructuring Composition of loss from debt restructuring $ Difference: carrying value of deemed prior debt and deemed reissued debt 337,997 Replacement warrants - quantity - 6,818,182 (Note 20.4) 346,792 Consideration warrants - quantity - 1,590,909 (Note 20.4) 80,918 Total loss from deemed restructuring 765,707 The Company recorded a gain of $ 244,572 |
Members_ capital
Members’ capital | 12 Months Ended |
Oct. 31, 2021 | |
Members’ capital | 16. Members’ capital GR Unlimited is authorized to issue up to 20,000 750 The following table summarizes the common unit activities of GR Unlimited during the year ended October 31, 2019, all of which occurred prior to completion of the Transaction: Schedule of summarizes the common unit activities Number of Member’s Balance, October 31, 2018 40,706,873 $ 4,701,773 Issued pursuant to conversion of promissory notes 5,465,877 1,451,400 Issued in connection with Technology License Agreement (15.2) 6,600,000 1,574,761 Issued upon exercise of unit purchase options 4,202,429 1,218,784 Issued pursuant to Subscription Receipts 3,771,023 913,968 Balance at date of Transaction (Note 2) 60,746,202 $ 9,860,686 * The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. 16.1 Effective January 31, 2018, the holder of two convertible promissory notes in the original principal amount of $ 100,000 16.1.1 Received a return of principal of $50,000 from one of the convertible promissory notes. 16.1.2 Extended the maturity date of the continuing convertible promissory note for the principal amount of $ 50,000 30 16.1.3 Converted the original principal of the second convertible promissory note and accrued and unpaid interest of $ 50,000 89.8 462,500 16.2 During the year ended October 31, 2018, GR Unlimited entered into a technology license agreement pursuant to which, GR Unlimited was granted the exclusive license to certain intellectual property in the field of development, breeding, cultivation, growing, harvesting, processing and commercializing cannabis, hemp and related plants and products (the “Technology”) in exchange for 6,600,000 1,574,761 16.3 Immediately prior to the Transaction disclosed in Note 2, the holder of a convertible promissory note converted the original principal amount of $ 100,000 22,438 126.13 485,379 16.4 Immediately prior to the Transaction disclosed in Note 2, the holder of a convertible promissory note converted the original principal amount of $ 1,000,000 248,958 1,144.15 4,782,284 16.5 Immediately prior to the Transaction disclosed in Note 2, the holder of a convertible promissory note converted the original principal amount of $ 50,000 7,644 52.06 198,214 16.6 Immediately prior to the Transaction disclosed in Note 2, GR Unlimited issued 1,475,979 common units ( 1,475,979 16.7 Immediately prior to the Transaction disclosed in Note 2, GR Unlimited issued 2,000,000 common units ( 2,000,000 16.8 Immediately prior to the Transaction disclosed in Note 2, GR Unlimited issued 727,250 common units ( 727,250 16.9 In connection with the Transaction, GR Unlimited issued, 3,771,023 units (the “GR Units”) containing one Common Unit and one GR Unlimited purchase warrant (the “GR Warrant”) for gross proceeds of CAD$1,646,050 ($1,274,516), of which $360,818 was allocated to the GR Warrants. Upon close of the Transaction, the GR Units were automatically converted into 3,771,023 common units of GR Unlimited (3,771,023 common shares of the Company) and 3,771,023 warrants of GR Unlimited (3,771,023 warrants of the Company). |
Subscriptions payable
Subscriptions payable | 12 Months Ended |
Oct. 31, 2021 | |
Subscriptions Payable | |
Subscriptions payable | 17. Subscriptions payable During the year ended October 31, 2018, GR Unlimited received aggregate proceeds of CAD$ 923,630 720,516 2,099,159 0.55 735,620 554,000 During the year ended October 31, 2019, the Company and one of its vendors agreed to settle outstanding accounts payable of $ 5,136 |
Unit Purchase Options
Unit Purchase Options | 12 Months Ended |
Oct. 31, 2021 | |
Unit Purchase Options | |
Unit Purchase Options | 18. Unit Purchase Options 18.1 During the year ended October 31, 2018, GR Unlimited granted an option to purchase 2,727,250 54,545 727,250 The fair value of the option of $871,230 was expensed as a finance charge expense during the year ended October 31, 2018 and was estimated at the grant date based on the Black Scholes pricing model, using the following assumptions: Schedule of grant date based on the Black-Scholes pricing model ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 5.5 ○ Expected volatility 99 * Based on the volatility of comparable publicly traded companies 18.2 During the year ended October 31, 2018, GR Unlimited received proceeds of CAD$649,351 ($500,000) in exchange for an option to acquire 1,475,979 common units and warrants to purchase a further 1,675,979 common units. Each warrant shall be exercisable period of two years following the date of option exercise. During the year ended October 31, 2019, GR Unlimited issued the common and units and warrants pursuant to the exercise of the option. 18.3 During the year ended October 31, 2018, GR Unlimited granted an option to purchase 2,000,000 40,000 2,000,000 The fair value of the option of $639,259 was expensed as a finance charge expense during the year ended October 31, 2018 and was estimated at the grant date based on the Black Scholes pricing model, using the following assumptions: Schedule of finance charge expense and was estimated ○ Expected dividend yield Nil ○ Risk free interest rate 1.710 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Share Capital
Share Capital | 12 Months Ended |
Oct. 31, 2021 | |
Share Capital | |
Share Capital | 19. Share Capital The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series. During the year ended October 31, 2021, the following share transactions occurred: 19.1 The Company issued 534,294 95,294 19.2 On February 5, 2021, the Company closed a non-brokered private placement of an aggregate total of 10,231,784 1,225,000 19.3 The Company issued 25,000 shares with a fair value of $2,103 in order to extend an option payment as part of the Company’s acquisition of Golden Harvests (Note 8). 19.4 On January 14, 2021, the Company agreed to issue 400,000 36,310 19.5 The Company issued 600,000 107,461 19.6 On March 5, 2021, The Company announced the completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 special warrants (each a “Special Warrant”) at a price of CAD$0.225 (the “Issue Price”) per Special Warrant for aggregate gross proceeds of approximately $3.7 million (CAD$4,737,800) (the “Offering”). Each Special Warrant entitled the holder thereof to receive, for no additional consideration, one unit of the Company (each, a “Unit”) on the exercise or deemed exercise of the Special Warrant. Each Unit was comprised of one common share of the Company and one warrant to purchase one common share of the Company. Each Special Warrant entitled the holder to receive upon the exercise or deemed exercise thereof, at no additional consideration, 1.10 Units (instead of one (1) Unit), if the Company had not received a receipt for a final short form prospectus qualifying distribution of the common shares and warrants (the “Qualifying Prospectus”) from the applicable securities regulatory authorities (the “Securities Commissions”) on or before April 5, 2021. Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 Proceeds of $3,738,564 and expenses of $485,722 were allocated to share capital; also allocated to share capital were the expenses for fair value of Agent Warrants (Note 20) of $ 210,278 19.7 The holders of convertible debentures (Note 15) converted an aggregate total of convertible debenture principal of $ 1,042,951 1,311,111 10,488,884 916,290 1,833,731 During the year ended October 31, 2020, the following share transactions occurred: 19.8 The Company issued 15,000,000 11,508 5,083 1,067,744 In addition, PBIC and the Company entered into subscriptions agreements to exchange each other’s shares (the “Share Swap”). In connection with the Share-Swap agreement, the Company issued 15,000,000 common shares resulting in an aggregate fair value of $848,011. As part of the Share Swap, each of PBIC and Grown Rogue have signed a voting and resale agreement providing that each party will be required to vote the shares acquired under the Share Swap as recommended by the other party and will be restricted from trading the shares for a period of 18 months. The private placement agreement with PBIC gives PBIC the pre-emptive right to participate in future offerings of the Company to maintain its ownership share of the Company. In addition, the Company has agreed to nominate one board member of the Company as recommended by PBIC at future shareholder meetings and the ability, if PBIC does not have its nominee on Grown Rogue’s board of directors, to appoint a board observer. 19.9 Issuance of 200,000 12,812 19.10 Issued 1,153,095 1,038,095 112,863 115,000 9,746 19.11 As consideration for services provided, the Company issued 2,300,000 163,543 19.12 The Company issued 909,386 76,797 During the year ended October 31, 2019, the following share transactions occurred: 19.13 In connection with the Transaction disclosed in Note 2, the Company completed a consolidation of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post consolidated common shares. Following this consolidation, the Company had 3,773,689 19.14 In connection with the Transaction disclosed in Note 2, the Company issued 60,746,202 19.15 In connection with the Transaction disclosed in Note 2, the Company assigned CAD$369,508 ($279,888) of indebtedness to Novicius Subco which was subsequently converted (the “Debt Conversion”) into 839,790 units of Novicius Subco at CAD$0.44 per unit (the “Debt Conversion Units”). Each Debt Conversion Unit was comprised of one common share of Novicius Subco (a “Debt Conversion Share”) and one Novicius Subco purchase warrant (“Novicius Subco Warrants”). In accordance with the Definitive Agreement, upon close of the Transaction, the Debt Conversion Shares were exchanged for 839,790 common shares of the Company and the 839,790 Novicius Subco Warrants were exchanged, without additional consideration or action, for the same number of warrants of the Company. Of the deemed proceeds of the Debt Conversion Units of $279,888 related to the assigned indebtedness, $200,651 were assigned to the common shares of Novicius Subco and $79,237 were allocated to the Novicius Subco Warrants. 19.16 In connection with the Transaction disclosed in Note 2, Grown Rogue Canada, completed a brokered private placement of 6,193,917 subscription receipts (the “Brokered Subscription Receipts”) for gross proceeds of CAD$2,725,323 ($2,064,377). The Grown Rogue Canada Shares and Grown Rogue Canada Warrants issued upon conversion of the Brokered Subscription Receipts were immediately exchanged, without additional consideration or action, for common shares and warrants of the Company upon close of the Transaction. Of the gross proceeds of $2,064,377, $584,430 was allocated to the Grown Rogue Canada Warrants. The fair value of the Grown Rogue Canada Warrants of $584,430 was estimated at the grant date based on the Black Scholes pricing model, using the following assumptions: Schedule of assumption ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies In connection with the issuance of the Grown Rogue Canada Units, Grown Rogue Canada paid cash commissions and expenses of $ 200,567 63,311 19.17 In connection with the Transaction disclosed in Note 2, the Company issued 100,000 33,328 19.18 In connection with various service agreements, the Company issued 1,035,500 255,360 19.19 In connection with various debt settlement agreements, the Company issued 530,818 121,587 4,942 |
Warrants
Warrants | 12 Months Ended |
Oct. 31, 2021 | |
Warrants | |
Warrants | 20. Warrants The following table summarizes the warrant activities for the years ended October 31, 2021 and October 31, 2020: Schedule of warrant activities Number Weighted Average Balance - October 31, 2019 27,584,605 0.53 Issued pursuant to private placement (Note 19.8) 5,000,000 0.13 Issued pursuant to private placement (Note 19.8) 10,000,000 0.13 Expired (17,183 ) (14.05 ) Cancellation of prior warrants associated with convertible debentures (Note 20.4) (6,818,182 ) 0.55 Issuance of new warrants associated with convertible debentures (Note 20.4) 6,818,182 0.16 Consideration warrants for convertible debenture maturity extension (Note 20.4) 1,590,909 0.16 Balance - October 31, 2020 44,158,331 0.33 Issuance pursuant to private placement (Note 19.2) 8,200,000 0.20 Issuance pursuant to the Offering (Note 19.6) 23,162,579 0.30 Expiration of broker warrants (757,125 ) 0.44 Expiration of warrants (17,843,998 ) 0.55 Balance – October 31, 2021 56,919,787 0.22 As at October 31, 2021, the following warrants were issued and outstanding: Schedule of warrant issued and outstanding Exercise price Warrants Remaining Expiry date $ 0.16 8,409,091 0.0 November 1, 2021 0.13 5,000,000 0.3 February 10, 2022 0.13 10,000,000 0.5 May 15, 2022 0.20 8,200,000 1.3 February 5, 2023 0.30 23,162,579 1.3 March 5, 2023 0.44 2,148,117 1.7 June 28, 2023 $ 0.22 56,919,787 0.9 20.1 Agent Warrants On March 5, 2021, in connection with the Offering described at Note 19.6, as consideration for the services rendered by the agent (the “Agent”), the Company issued to the Agent an aggregate of 1,127,758 broker warrants of the Company (the “Broker Warrants”) exercisable to acquire 1,127,758 compensation options (the “Compensation Options”) for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 advisory warrants (the “Advisory Warrants”) exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the “Agent Warrants.” Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The following table sets out the Agent Warrants issued and outstanding at October 31, 2021: Exercise price Agent Warrants outstanding Remaining Expiry date $ 0.225 1,241,258 1.3 March 5, 2023 The fair value of the Agent Warrants of $ 210,278 Schedule of Agent warrants assumption at grant date based ○ Expected dividend yield Nil ○ Risk - 0.92 ○ Expected life of Agent Warrant 2 ○ Expected life of underlying warrant 1.99 ○ Expected volatility 100 During the year ended October 31, 2020, the Company: 20.2 Issued 5,000,000 warrants in February 2020 to subscribers of the offering disclosed in Note 19.8. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.125 per unit for a period of 24 months. The fair value of the warrants was $138,119 which was the residual value of the offering after the fair value of the shares on the transaction date. 20.3 Issued 10,000,000 warrants in May 2020 to subscribers of the offering disclosed in Note 19.8. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.13 per unit for a period of 24 months. The fair value of the warrants was $382,069, which was the residual value of the offering after the fair value of the shares on the transaction date. 20.4 Issued 6,818,182 replacement warrants and 1,590,909 warrants (totaling 8,409,091) to the creditors of the July 10, 2020 debt agreement described at Note 15. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.16 with an expiration date of November 1, 2021. The fair value of the warrants of $ 424,645 Schedule of warrants assumption at grant date based Schedule of novicious subco warrants ○ Expected dividend yield Nil ○ Risk-free interest rate 0.30 ○ Expected life 1.3 ○ Expected volatility 131 During the year ended October 31, 2019, the Company: 20.5 Issued 839,790 warrants in exchange for the same amount of Novicius Subco Warrants as disclosed in Note 19.15. Each Novicius Subco Warrant was exercisable into one common share at an exercise price of CAD$0.55 per share for 24 months. The fair value of the Novicius Subco Warrants of $ 79,237 Schedule of novicious subco warrants ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.6 Issued 1,675,979 warrants in exchange for the same amount of GR Unlimited warrants disclosed in Note 18.2. Each warrant is exercisable into one common share at an exercise price of CAD$0.55 per share for twenty four months. The fair value of the warrants of $ 152,798 Schedule of fair value of warrants at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.7 Issued 3,771,023 warrants in exchange for the same amount of GR Unlimited warrants disclosed in Note 16.9. Each warrant allows the holder to purchase one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 360,818 Schedule of fair value of warrants one at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.8 Issued 6,193,917 warrants in exchange for the same amount of Grown Rogue Canada warrants disclosed in Note 16.9. Each warrant allows the holder to purchase one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 584,430 Schedule of fair value of warrants two at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.9 Issued 757,125 broker warrants in exchange for the same amount of Grown Rogue Canada broker warrants disclosed in Note 19.16. Each warrant allows the holder to purchase one unit of the Company at an exercise price of CAD$0.44 per unit for a period of 24 months. Each unit contains one common share of the Company and one warrant entitling the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the GR Broker Warrants of $ 119,864 Schedule of fair value of the GR broker warrants ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.10 Issued 3,409,091 warrants in exchange for the same amount of Grown Rogue Canada warrants that were issued to subscribers of the GR Unlimited convertible debenture offering during the year ended October 31, 2018. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 321,654 Schedule of fair value of warrants three at grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.11 Issued 5,364,089 warrants in exchange for the same amount of Grown Rogue Canada warrants that were issued to certain investors prior to the acquisition of Grown Rogue Canada. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 893,646 Schedule of fair value of warrants Four at grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies 20.12 Issued 3,409,091 warrants to subscribers of a convertible debenture offering during the year ended October 31, 2018. Each warrant entitled the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 376,594 Schedule of fair value of warrants five at grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 1.710 ○ Expected life 2.0 ○ Expected volatility 101 * Based on the volatility of comparable publicly traded companies 20.13 Issued 2,148,117 warrants to finalize a termination agreement (Note 27). Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.44 per unit for a period of 48 months. Of these warrants, 859,247 vest immediately, and the remaining 1,288,870 vest upon future activities. The fair value of the warrants of $ 193,438 Schedule of fair value of warrants six at grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 1.640 ○ Expected life 4.0 ○ Expected volatility 101 * Based on the volatility of comparable publicly traded companies The fair value of the warrants that vested of $ 77,014 |
Stock Options
Stock Options | 12 Months Ended |
Oct. 31, 2021 | |
Stock Options | |
Stock Options | 21. Stock Options The following table summarizes the stock option movements for the years ended October 31, 2021, and October 31, 2020: Schedule of stock option movements Number Exercise price Balance - October 31, 2019 650,000 0.44 Granted to employees 3,575,000 0.15 Forfeitures by service provider (150,000 ) 0.44 Forfeitures by employees (355,000 ) 0.15 Balance - October 31, 2020 3,720,000 0.19 Granted to employees 3,085,000 0.20 Forfeitures by service providers (65,000 ) 0.15 Forfeitures by employees (965,000 ) 0.15 Forfeitures by employees (10,000 ) 0.22 Balance – October 31, 2021 5,765,000 0.20 21.1 During the year ended October 31, 2021, 3,085,000 The fair value of the options granted during the year ended October 31, 2021, was approximately $ 272,918 343,034 Schedule of fair value of options at the grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 0.55 ○ Expected life 4.0 ○ Expected volatility 98 21.2 During the year ended October 31, 2020, the Company granted options to purchase 3,575,000 The fair value of the options granted was CAD$ 432,922 240,079 Schedule of fair value of options vested ○ Expected dividend yield Nil ○ Risk-free interest rate 0.25 ○ Expected life 4.0 ○ Expected volatility 131 The vesting terms of the options granted during the year ended October 31, 2021, are set out in the table below: Schedule of vesting terms Number granted Vesting terms 500,000 ½ on grant date, ½ on first anniversary of grant date 1,000,000 ½ on grant date, ½ seven months after grant date 500,000 ½ six months after grant date, ½ on first anniversary of grant date 450,000 ⅓ on each anniversary of grant date 400,000 ½ on first anniversary of grant date, ½ of anniversary of grant date 235,000 On first anniversary of grant date 3,085,000 As at October 31, 2021 the following Stock Options were issued and outstanding (all prices are in Canadian Dollars unless otherwise noted): Schedule of stock options were issued and outstanding Exercise price Options Number Remaining Expiry period $ 0.44 500,000 500,000 0.2 January 2022 0.15 2,190,000 1,912,500 2.7 July 2024 0.15 200,000 100,000 3.1 November 2024 0.15 500,000 250,000 3.1 December 2024 0.28 1,075,000 250,000 3.5 April 2025 0.16 1,300,000 500,000 3.6 May 2025 0.20 5,765,000 3,512,500 2.9 |
Changes in Non-Cash Working Cap
Changes in Non-Cash Working Capital | 12 Months Ended |
Oct. 31, 2021 | |
Changes In Non-cash Working Capital | |
Changes in Non-Cash Working Capital | 22. Changes in Non-Cash Working Capital The changes to the Company’s non-cash working capital for the year ended October 31, 2021, and 2020 are as follows: Schedule of non cash working capital Years ended October 31, 2021 2020 2019 $ $ $ Accounts receivable (412,060 ) (37,698 ) 119,473 Inventory & biological assets (1,359,567 ) 142,454 360,780 Prepaid expenses and other assets (196,261 ) 14,158 211,982 Accounts payable and accrued liabilities (294,846 ) (133,516 ) (894,654 ) Interest payable 4,383 (46,462 ) (135,265 ) Unearned revenue - (35,000 ) 35,000 Deferred rent (10,494 ) - - Income taxes payable 137,131 - - Total (2,131,714 ) (96,064 ) (302,684 ) |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Oct. 31, 2021 | |
Supplemental Cash Flow Disclosure | 23. Supplemental Cash Flow Disclosure Schedule supplemental cash flow Years ended October 31, 2021 2020 2019 $ $ $ Interest paid 168,924 228,224 310,217 Fair value of common shares issued & issuable for services 133,826 240,340 255,360 Fair value of common shares issued as settlement of debt - - 121,587 Fair value of common shares issued to Golden Harvests 109,564 - - Conversion of notes payable to common units - - 1,342,400 Fair value of common shares issued to Golden Harvests creditor 36,310 - - Right-of-use assets acquired through leases 2,642,588 68,035 62,516 Conversion of debenture into common shares 916,290 112,863 - Derivative liability recognized as contributed surplus upon debenture conversion 1,833,731 - - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions | 24. Related Party Transactions During the year ended October 31, 2021, the Company incurred the following related party transactions: 24.1 Through its wholly owned subsidiary, GRU Properties, LLC, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO. The lease was extended during the year ended October 31, 2021, with a term through December 31, 2025. Lease charges of $ 73,000 77,000 242,228 12,532 60,000 727,885 33,260 17,802 1,003,373 39,479 The CEO earns a royalty of 2.5% of sales of flower produced at Trail. This royalty terminates upon the final sale of flower from Trail which was planted during the year ended October 31, 2020. The CEO earned royalties of $ 19,035 19,972 The Company settled a total of $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021 (Note 19.2). 24.2 The Company incurred expenses of $ 58,020 59,500 1,154 1,946 500,000 24.3 Key management personnel consists of the President and CEO; the Senior Vice President of Grown Rogue Unlimited, LLC (formerly the CFO of Grown Rogue Unlimited, LLC); the former Chief Market Officer (“CMO”); the former Chief Operating Officer (“COO”)*; the Chief Accounting Officer (“CAO”)**; and the CFO of the Company. The compensation to key management is presented in the following table: Schedule of Related Party Transactions Year ended October 31, 2021 2020 2019 $ $ $ Salaries and consulting fees 875,058 577,774 425,412 Share-based compensation 70,040 60,929 33,083 Stock option expense 64,436 144,639 - Total 1,009,534 783,342 458,495 * COO was appointed subsequent to April 30, 2021, and was paid & compensated prior to appointment; compensation for the year ended October 31, 2021, is included in the table above for comparability to past & ongoing expenses. ** CAO was promoted to CFO in September 2021. Stock options granted to key management personnel and close family members of key management personnel include the following options, granted during the year ended October 31, 2020: 750,000 750,000 250,000 500,000 Compensation to directors during the year ended October 31, 2021, included common share issuances of 100,908 14,187 1,200,000 82,094 18,000 18,000 Accounts payable, accrued liabilities and leases payable due to key management at October 31, 2021, totaled $ 1,199,826 441,424 24.4 Debt balances and movements with related parties The following table sets out portions of portions of debt pertaining to related parties: Schedule of dept portions pertaining to related parties CEO Senior Director COO Total $ $ $ $ $ Balance - October 31, 2019 - - - - - Borrowed 50,000 100,000 150,000 - 300,000 Interest 21,745 43,491 65,236 - 130,472 Payments (10,252 ) (20,504 ) (30,756 ) - (61,512 ) Balance - October 31, 2020 61,493 122,987 184,480 - 368,960 Borrowed - - - 150,000 150,000 Interest 37,589 75,178 112,767 13,750 239,284 Payments (33,543 ) (67,087 ) (100,630 ) - (201,260 ) Balance – October 31, 2021 65,539 131,078 196,617 163,750 556,984 Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% ownership interests in GR Michigan LLC, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest (Note 31.3). These parties, except the CEO, obtained the same interests in Canopy Management, LLC; the CEO obtained 92.5% of Canopy Management (Note 31.4). 24.5 On November 23, 2020, a director, prior to his directorship, purchased 6.25 newly issued equity units of Grown Rogue Distribution, LLC (Note 31.5) for $250,000, out of the total of 11.875 such units issued during the year ended October 31, 2021. On April 30, 2021, the Company purchased these units for consideration of 1,953,125 349,809 24.6 Related party subscriptions to February 5, 2021, non-brokered private placement The following table sets out related party subscriptions to the February 5, 2021, non-brokered private placement described at Note 19.2. Schedule of non-brokered private placement Subscription amount ($) Shares Warrants Chief Operating Officer 125,000 1,000,000 1,000,000 Chief Financial Officer of GR Unlimited 250,000 2,000,000 2,000,000 Chief Executive Officer 200,000 1,600,000 1,600,000 PBIC 250,000 2,000,000 2,000,000 Total $ 825,000 6,600,000 6,600,000 24.7 On March 5, 2021, under the Offering (Note 19.6), PBIC invested proceeds of $ 394,546 2,444,444 2,444,444 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Oct. 31, 2021 | |
Financial Instruments | |
Financial Instruments | 25. Financial Instruments 25.1 Market Risk (including interest rate risk and currency risk) Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks. 25.1.1 Interest Rate Risk At October 31, 2021 and October 31, 2020, the Company’s exposure to interest rate risk relates to long-term debt, convertible promissory notes, and finance lease obligations, but its interest rate risk is limited as the aforementioned financial instruments are fixed interest rate instruments. 25.1.2 Currency Risk As at October 31, 2021, the Company had accounts payable and accrued liabilities of CAD$ 442,422 25.2 Credit Risk Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation. Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis. The carrying amount of cash, accounts receivable, and other receivables represents the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table: Schedule of credit risk October 31, 2021 October 31, 2020 $ $ Cash 1,114,033 217,788 Accounts Receivable 739,248 172,121 Total 1,853,281 389,909 The allowance for doubtful accounts at October 31, 2021, is $ 48,744 7,425 As at October 31, 2021 and October 31, 2020, the Company’s trade accounts receivable and other receivable were aged as follows: Schedule of exposure to credit risk October 31, October 31, $ $ Current 140,746 59,235 1-30 days 423,153 49,204 31 days-older 95,110 3,500 Total trade accounts receivable 659,009 119,939 Other receivables 80,239 60,182 Total accounts receivable 739,248 172,121 25.3 Liquidity Risk Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At October 31, 2021, the Company’s working capital accounts were as follows: Schedule of working capital accounts October 31, October 31, $ $ Cash 1,114,033 217,788 Current assets excluding cash 5,591,653 1,616,987 Total current assets 6,705,686 1,834,775 Current liabilities (3,862,460 ) (1,799,104 ) Working capital 2,843,226 35,671 The contractual maturities of the Company’s accounts payable and accrued liabilities, long-term debt, and lease payable occurs over the next three years as follows: Schedule of assets and liabilities Year 1 Over Over Over $ $ $ $ Accounts payable and accrued liabilities 1,766,707 123,413 - - Lease liabilities 624,935 965,123 728,878 41,502 Debt 843,900 1,365,761 - - Business acquisition consideration payable 358,537 - - - Interest payable 13,750 - - - Income tax 254,631 - - - Total 3,862,460 2,454,297 728,878 41,502 25.4 Fair Values The carrying amounts for the Company’s cash, accounts receivable, accounts payable and accrued liabilities, amounts due to employee/director, promissory notes and convertible promissory notes approximate their fair values because of the short-term nature of these items. 25.5 Fair Value Hierarchy A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of the financial instruments at October 31, 2021 are summarized in the following table: Schedule of valuations for the asset or liability not based on observable market data Level in fair value hierarchy Amortized Cost FVTPL Financial Assets Cash Level 1 $ 1,114,033 $ - Accounts receivable Level 2 739,248 - Marketable securities Level 1 - 610,092 Financial Liabilities Accounts payable and accrued liabilities Level 2 $ 1,890,120 $ - Debt Level 2 2,209,661 - Interest payable Level 2 13,750 - Business acquisition consideration payable Level 2 358,537 During the year ended October 31, 2021 there were no transfers of amounts between levels. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Oct. 31, 2021 | |
General and Administrative Expenses | 26. General and Administrative Expenses General and administrative expenses for the years ended October 31, 2021 and 2020 are as follows: Schedule of General and administrative expenses Years ended October 31, 2021 2020 2019 $ $ $ Office, banking, travel, and overheads 1,158,975 269,496 835,619 Professional services 767,050 794,154 1,887,034 Salaries and benefits 2,057,225 1,132,771 1,938,022 Total 3,983,250 2,196,421 4,660,675 |
Acquisition Costs
Acquisition Costs | 12 Months Ended |
Oct. 31, 2021 | |
Acquisition Costs | |
Acquisition Costs | 27. Acquisition Costs During the year ended October 31, 2019, the Company entered into a binding letter of intent (the “LOI”) pursuant to which the Company was to acquire assets including real estate, intellectual property and other assets for aggregate consideration of $ 3,000,000 49,188 During the year ended October 31, 2019, the Company entered into a binding agreement for the option to acquire operational control of certain assets in Michigan. The Company decided not to move forward with this acquisition and, pursuant to a termination agreement, issued 2,148,177 77,014 |
Income taxes
Income taxes | 12 Months Ended |
Oct. 31, 2021 | |
Income taxes | 28. Income taxes 28.1 Income tax expense The following table reconciles income taxes calculated at combined United States federal/state tax rates with the income tax expense in the consolidated financial statements: Schedule of income tax recovery 2021 2020 2019 Income (loss) before income taxes $ (864,202 ) $ (2,356,488 ) (9,476,934 ) Effective income tax rate (%) 27.25 % 27.25 % 27.25 % Expected income tax (recovery) $ (235,495 ) $ (642,143 ) (2,582,166 ) Loss (income) related to entities taxed as partnerships 1,056 - - Temporary differences related to inventory valuation 124,590 (124,590 ) (142,025 ) Temporary differences related to start-up costs (196,978 ) (196,978 ) 99,029 Temporary differences related to Transaction costs (2,217,730 ) (1,927,848 ) 320,709 Non-deductible expenses (42,264 ) (248,392 ) 1,059,283 Permanent difference for loss (income) related to entities taxed as corporations (369,512 ) - - Permanent difference for loss (income) related to entities taxed as partnerships (6,749 ) - - Temporary differences related to cost of goods sold - - 172,517 Unrealized gain on biological assets - - (134,720 ) Share issuance costs - - (13,457 ) Losses and other deductions for which no benefit has been recognized 3,093,625 3,139,951 1,220,830 Income tax expense $ 150,543 $ - - 28.2 Deferred taxes The temporary differences that give rise to deferred income tax assets and deferred income tax liabilities are presented below: Schedule of Deferred Taxes Deferred Tax Assets 2021 2020 $ $ Start-up costs 196,978 196,978 Inventory (124,590 ) 124,590 Biological asset fair value adjustment - - Net operating loss carry-forwards 2,503,436 1,369,512 Share issuance costs - - IFRS Adjustments (209,847 ) 28,254 Amortization/Depreciation expenses 474,689 351,345 Transaction costs 965,356 919,825 Technology impairment 429,122 429,122 Debt restructure 125,953 125,953 Various derivative and unrealized gain/loss 432,457 73,350 Allowance for doubtful accounts - - Gross deferred tax assets before tax not recognized 4,793,553 3,618,929 Deferred taxes not recognized (4,793,553 ) (3,618,929 ) Net deferred tax assets - - The Company incurs losses in its taxable Canadian corporation, which has no expectation of revenues, and reports no associated Canadian deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax liabilities result primarily from amounts not deductible for tax purposes until future periods. Deferred income tax assets result primarily from operating tax loss carry forwards and transaction costs related to general and administrative expenses and share compensation, and have been offset against deferred income tax liabilities. As the Company operates in the cannabis industry, it is subject to the limits of United States Internal Revenue Code Section 280E under which the Company is only allowed to deduct expenses directly related to production of product. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under United States Internal Revenue Code Section 280E. Subsequent to October 31, 2021, the Internal Revenue Service levied the assets of Golden Harvests for a past due tax liability. Management expects to settle the liability in due course. |
Capital Disclosures
Capital Disclosures | 12 Months Ended |
Oct. 31, 2021 | |
Capital Disclosures | |
Capital Disclosures | 29. Capital Disclosures The Company includes equity, comprised of share capital, contributed surplus (including the fair value of equity instruments to be issued), equity component of convertible promissory notes and deficit, in the definition of capital. The Company’s objectives when managing capital are as follows: ○ to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern; ○ to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and ○ to raise sufficient capital to meet its general and administrative expenditures. The Company manages its capital structure and makes adjustments to it, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives. The Company’s principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required. The Company does not have any externally imposed capital requirements. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Oct. 31, 2021 | |
Segment Reporting | 30. Segment Reporting Geographical information relating to the Company’s activities is as follows: Schedule of Geographical information activities Geographical segments Oregon Michigan Other Total $ $ $ $ Non-current assets other than financial instruments As at October 31, 2021 3,912,430 2,979,492 - 6,891,922 As at October 31, 2020 757,480 399,316 - 1,156,796 Year ended October 31, 2021 Net revenue 5,152,286 3,882,332 344,055 9,378,673 Gross profit (loss) 2,325,304 3,585,462 189,702 6,100,468 Year ended October 31, 2020 Net revenue 3,846,223 - 393,381 4,239,604 Gross profit (loss) 1,723,483 - 122,214 1,845,697 Year ended October 31, 2019 Net revenue 3,924,983 - - 3,924,983 Gross profit (loss) 852,599 - - 852,599 Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the year ended October 31, 2021, one major customer accounted for 11% of revenues (2020 – two major customers accounted for 37% of annual revenues). |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Oct. 31, 2021 | |
Non-controlling Interests | 31. Non-controlling Interests The changes to the non-controlling interest for the years ended October 31, 2021, and October 31, 2020, are as follows: Schedule of non-controlling interest October 31, October 31, $ $ Balance, beginning of year (33,383 ) 19,538 Elimination of GRD Cali, LLC non-controlling interest - 22,128 Non-controlling interest’s 40% share of GRD Cali, LLC - (36,366 ) Non-controlling interest’s 40% share of Idalia, LLC (4,092 ) (129 ) Non-controlling interest’s 13% share of GR Michigan, LLC 5,743 (38,554 ) Non-controlling interest’s 100% share of Canopy Management, LLC 2,065,718 - Balance, end of year 2,033,986 (33,383 ) 31.1 Non-controlling interest in GRD Cali, LLC The following is summarized financial information for GRD Cali, LLC: Schedule of summarized financial information October 31, October 31, 2020 $ $ Net loss for the year - 90,914 GRD Cali, LLC was sold in exchange for $85,000 during the year ended October 31, 2020. 31.2 Non-controlling interest in Idalia, LLC The following is summarized financial information for Idalia, LLC: October 31, October 31, $ $ Non-current assets - 10,230 Net loss for the year 10,230 322 31.3 Non-controlling interest in GR Michigan, LLC (“GR Michigan”) The following is summarized financial information for GR Michigan, LLC: October 31, October 31, $ $ Current assets 1,453 74,961 Non-current assets - 603,895 Current liabilities - 489,266 Non-current liabilities - 68,994 Net loss for the year 48,867 296,570 Nine percent (9%) of GR Michigan is owned by officers and directors of the Company; this ownership is pursuant to an agreement that included their loans made to GR Michigan (Note 24.4), and 4% of GR Michigan owned by a third party. The total non-controlling ownership, including ownership by officers and directors, is 13%. 31.4 Non-controlling interest in Canopy Management, LLC The following is summarized financial information for Canopy Management, LLC, reflecting consolidation of Golden Harvests, LLC of which it is a 60% owner: October 31, October 31, $ $ Current assets 3,093,330 - Non-current assets 4,023,521 - Current liabilities 1,708,330 - Non-current liabilities 1,225,804 - Advances due to parent 530,020 - Net income for the year 2,196,479 - Ninety-six percent (96%) of Canopy is owned by officers and directors of the Company, and four percent (4%) is owned by a third party. Ownership by officers and directors, excluding the CEO, is pursuant to agreements which caused their ownership of Canopy to be equal to their ownership in GR Michigan (Note 31.3), which total 3.5%. The CEO owns 92.5% of Canopy, noting that this analogous to the CEO’s 5.5% ownership of GR Michigan, and an additional 87% of Canopy, which is equal to the Company’s ownership of GR Michigan of 87%. After the Company executes its option to acquire Canopy, the Company’s ownership of Canopy will be the same as its ownership of GR Michigan. 31.5 Non-controlling interest in GR Distribution, LLC During the year ended October 31, 2021, the Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. Prior to the issuances, 100 GR Distribution Units were outstanding, and after the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the newly issued 11.875 GR Distribution units issued, 6.25 were issued to a former director of the Company, for proceeds of $250,000. On April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was a 100% owned subsidiary |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2021 | |
Subsequent Events | 32. Subsequent Events 32.1 During the nine months ended July 31, 2022, the Company issued a total of 529,335 59,796 605,000 0.15 1,460,000 32.2 On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations of High Street Capital Partners, LLC (“HSCP”) for $ 3,000,000 32.3 On September 9, 2021, the Company entered into an unsecured promissory note agreement with PBIC, a related party, in the amount of $ 800,000 449,684 32.4 On August 16, 2021, the Company, through its subsidiary Golden Harvests, executed an agreement to form a joint venture with Pure Extracts Technologies Corp. (“Pure Extracts”) to expand Grown Rogue’s product offering and bring Pure Extracts’ portfolio of products to Michigan. The joint venture was to be owned 50% by Golden Harvests and 50% by Pure Extracts. The Company announced the termination of the joint venture on June 15, 2022, by which time limited joint venture activity had occurred, and the termination was immaterial to the Company’s financial statements. Pure Extracts was to obtain a 50% interest in the joint venture, following certain regulatory approvals, by contributing processing equipment with an approximate fair value of $515,000, and an allowance for fixtures and equipment of approximately $110,000, to Golden Harvests. Until such time as the necessary regulatory approvals were obtained, the processing equipment was leased to Golden Harvests. The lease term commenced August 16, 2021, and was to terminate on the earlier of (a) immediately upon the date of certain regulatory approval for change of ownership of the joint venture (the “Closing Date”); (b) if the Closing Date does not occur, in which case the equipment will be returned to Pure Extracts; or (c) default by Golden Harvests against the lease, including failure to make lease payments or fail to perform material terms of the lease agreement. The monthly payment under the lease was $4,292, to commence in the month in which the equipment is delivered, and only payable if the business has profits from which to make payments. On the Closing Date, the leased equipment was to be contributed to the joint venture by Pure Extracts and the lease agreement would have terminated. 32.6 On December 9, 2021, the Company announced that it has closed a non-brokered private placement of common shares (“Private Placement”) for total gross proceeds of USD$ 1,300,000 13,166,400 32.7 Subsequent to October 31, 2021, the Company issued a $ 360,000 |
Significant Accounting Polici_2
Significant Accounting Policies and Significant Judgements (Policies) | 12 Months Ended |
Oct. 31, 2021 | |
Revenue | 4.1 Revenue Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which is upon the transfer of control of the contracted goods or provision of contracted services. Control of goods is transferred when title and physical possession of the contracted goods have been transferred to the customer, which is determined by the shipping terms and certain additional considerations. The Company does not have performance obligations subsequent to the transfer of title and physical possession of the contracted goods. Revenues from sales of goods are recognized when the transfer of ownership to the customer has occurred and the customer has accepted the product. Revenues from services are recognized when services have been provided, the income is determinable, and collectability is reasonably assured. The Company’s contract terms do not include a provision for significant post-service delivery obligations. |
Inventory | 4.2 Inventory Inventory is valued at the lower of cost and net realizable value. The capitalized cost for produced inventory includes the direct and indirect costs initially capitalized to biological assets before the transfer to inventory. The capitalized cost also includes subsequent costs such as materials, labor, depreciation & amortization expense on equipment involved in packaging, labelling and inspection. The total cost of inventory also includes the fair value adjustment which represents the fair value of the biological asset at the time of harvest and which is transferred from biological asset costs to inventory upon harvest. All direct and indirect costs related to inventory are capitalized as they are incurred; these costs are recorded ‘Cost of finished cannabis inventory sold’ on the statements of loss and comprehensive loss at the time cannabis is sold. The realized fair value amounts included in inventory sold are recorded as a separate line on the statements of loss and comprehensive loss. |
Cost of finished cannabis inventory sold | 4.3 Cost of finished cannabis inventory sold Cost of finished cannabis inventory sold includes the value of inventory sold (policy described in Note 4.2), excluding the fair value adjustment carried from biological assets into inventory. Cost of finished cannabis inventory sold also includes the value of inventory write downs. |
Biological assets | 4.4 Biological assets Biological assets are measured at fair value. The Company’s biological assets consist of cannabis plants. The Company capitalizes all the direct and indirect costs as incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest, including direct costs, indirect costs, allocated fixed and variable overheads, and depreciation & amortization of equipment used to grow plants through the harvest of the plants. Before planting, the capitalized costs approximate fair value. After planting, fair value is estimated at the fair value of the market sales price of the finished product less costs to complete. Subsequent to harvest, the recognized biological asset amount becomes the cost basis of finished goods inventory. Unrealized gains or losses arising from changes in fair value less costs to sell during the period are included in the consolidated statement of loss and comprehensive loss as ‘Unrealized fair value gain on growth of biological assets’. After sale, the amount of ‘Unrealized fair value gain on growth of biological assets’ sold is recognized as ‘Realized fair value amounts in inventory sold’. |
Loss per share | 4.5 Loss per share Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. |
Accounts Payable and Accrued Liabilities | 4.6 Accounts Payable and Accrued Liabilities Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Provisions are recognized when the Company has an obligation (legal or constructive) arising from a past event, and the costs to settle this obligation are both probable and able to be reliably measured. |
Related Party Transactions | 4.7 Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are members of key management, subject to common control, or can exert significant influence over the company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Property and Equipment | 4.8 Property and Equipment Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, if any. Costs include borrowing costs for assets that require a substantial period of time to become ready for use. Amortization is recognized so as to recognize the cost of assets less their residual values over their useful lives, using the straight-line method. Amortization begins when an asset is available for use, meaning that it is in the location and condition necessary for it to be used in the manner intended by management. The estimated useful lives, residual values and method of amortization are reviewed at each period end, with the effect of any changes in estimated useful lives and residual values accounted for on a prospective basis. The Company capitalizes costs incurred to construct assets; when such assets are not available for use as intended by management, amortization expense is not recorded until constructed assets are placed into service. Amortization is calculated applying the following useful lives: Schedule of Amortization Furniture and fixtures 7-10 years on a straight-line basis Computer and office equipment 3-5 years on a straight-line basis Production equipment and other 5-10 years on a straight-line basis Leasehold improvements 15-40 months on a straight-line basis The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs of disposal and their value in use. Fair value is the price at which the asset could be bought or sold in an orderly transaction between market participants. In assessing value in use, the estimated cash flows are discounted to their present value using a pre tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. |
Intangible Assets | 4.9 Intangible Assets Intangible assets are initially measured at cost. The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. If impairment indicators are present, these assets are subject to an impairment review. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets of two to three years. |
Impairment of Long-lived Assets | 4.10 Impairment of Long-lived Assets For all long-lived assets, except for intangible assets with indefinite useful lives and intangible assets not yet available for use, the Company reviews its carrying amount at the end of each reporting period to determine whether there is any indication that those assets have suffered an impairment loss. Where such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized in profit or loss. Impairment losses may be reversed in a subsequent period where the impairment no longer exists or has decreased. The carrying amount after a reversal must not exceed the carrying amount (net of depreciation) that would have been determined had no impairment loss been recognized. A reversal of impairment loss is recognized in profit or loss. |
Deferred transaction costs | 4.11 Deferred transaction costs Deferred transaction costs represent professional fees incurred with respect to a contemplated transaction that is to be completed in a future period. The transaction costs will be recognized in profit and loss in the period in which the transaction is completed. |
Share Based Compensation | 4.12 Share Based Compensation Share Based Payment Transactions Transactions with non-employees that are settled in equity instruments of the Company are measured at the fair value of the goods or services rendered. In situations where the fair value of the goods or services received by the entity as consideration cannot be reliably measured, transactions are measured at fair value of the equity instruments granted. The fair value of the share-based payments is recognized together with a corresponding increase in equity over a period that services are provided, or goods are received. Equity Settled Transactions The costs of equity settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted, using the Black Scholes option pricing model. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative cost is recognized for equity settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest. Share Issuance Costs Costs incurred in connection with the issuance of equity are netted against the proceeds received net of tax. Costs related to the issuance of equity and incurred prior to issuance are recorded as deferred equity issuance costs and subsequently netted against proceeds when they are received. |
Income Taxes | 4.13 Income Taxes Tax expense includes current and deferred tax. This expense is recognized in profit or loss, except for income tax related to the components of other comprehensive income or equity, in which case the tax expense is recognized in other comprehensive income or equity respectively. Current tax assets and liabilities are obligations or claims for the current and prior periods to be recovered from (or paid to) taxation authorities that are still outstanding at the end of the reporting period. Current tax is computed on the basis of tax profit which differs from net profit. Income taxes are calculated using tax rates and laws enacted or substantively enacted at the end of the reporting period. Deferred tax is recognized based on temporary differences between the carrying amount and the tax basis of the assets and liabilities. Any change in the net amount of deferred tax assets and liabilities is included in profit or loss. Deferred tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws that are expected to apply to taxable profit for the periods in which the assets and liabilities will be recovered or settled. Deferred tax assets are recognized when it is likely they will be realized. Deferred tax assets and liabilities are not discounted. The Company recognizes a deferred tax asset or liability for all deductible temporary differences arising from equity securities of subsidiaries, unless it is probable that the temporary difference will not reverse in the foreseeable future and the Company is able to control the timing of the reversal. |
Financial Instruments | 4.14 Financial Instruments 4.14.1 Financial assets Initial Recognition The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Classification and measurement Under IFRS 9, financial assets are initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss (“FVTPL”), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in net income (loss). Subsequent classification and measurement of financial assets depends on the Company’s business objective for managing the asset and the cash flow characteristics of the asset: - Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the consolidated financial statements, and gains/losses are recognized in net income (loss) when the asset is derecognized or impaired. - Fair value through other comprehensive income (“FVOCI”) – Financial assets held to achieve a particular business objective other than short term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument by instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through net income (loss). Upon derecognition of the asset, accumulated gains or losses are transferred from Other comprehensive income (“OCI”) directly to Deficit. - FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. 4.14.2 Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows: - FVTPL – Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss). - Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process. The following table summarizes the original measurement categories for each class of the Company’s financial assets and financial liabilities: Schedule of financial assets and financial liabilities Asset/Liability Classification Accounts receivable Amortized cost Cash Amortized cost Marketable securities FVTPL Accounts payable and accrued liabilities Amortized cost Long-term debt Amortized cost Interest payable Amortized cost Convertible debentures Amortized cost Derivative liabilities FVTPL Impairment IFRS 9 introduces a three-stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements. The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. |
IFRS 16 - Leases (“IFRS 16”) | 4.15 IFRS 16 - Leases (“IFRS 16”) On November 1, 2019, the Company adopted IFRS 16, which replaced IAS 17 – Leases and related interpretations, using the modified retrospective method which does not require restatement of prior period financial information. Accordingly, comparative information in the Company’s financial statements is not restated. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize a right-of-use asset representing its right to use the underlying asset, and a lease liability representing its obligation to make lease payments. On transition to IFRS 16, the Company elected to use the following practical expedient, as permitted under this standard: - Grandfather the assessment of which transactions are leases and apply IFRS 16 only to contracts that were previously identified as leases under IAS 17; and - Apply a single discount rate to a portfolio of leases with similar characteristics. On adoption of IFRS 16, the Company has elected to record right-of-use assets based on the corresponding lease liability. Lease liabilities were measured at the present value of the remaining lease payments outstanding from commitments disclosed as at October 31, 2019, excluding short-term leases, leases of low-value assets, and variable lease payments, and discounted using the Company’s incremental borrowing rate as of November 1, 2019. A reconciliation of the Company’s operating lease commitments at October 31, 2019, to the Company’s lease obligations as at the date of transition of November 2, 2019 is set out below: Schedule of lease obligations $ Operating lease commitments at October 31, 2019 322,100 Discounted using incremental borrowing rate (45,669 ) Lease liabilities for purchased assets 142,205 Lease obligations - November 1, 2019 418,636 The following table summarizes the impacts of adopting IFRS 16 on the consolidated financial statements: Schedule of consolidated financial statements Balance – Adoption of Restated balance – November 1, $ $ $ Right-of-use assets - 276,431 276,431 Property & equipment 232,059 - 232,059 Current portion of lease liability 129,876 225,862 355,738 Lease liability 12,329 50,569 62,898 Update to significant accounting policies The Company recognizes a right-of-use asset and lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred, less any lease incentive received. The right-of-use asset is subsequently depreciated to the earlier of the end of the useful life of the right-of-use asset or the least term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The right-of-us asset may be adjusted for certain remeasurements of the lease liability and impairment losses, if any. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company uses a single discount rate for a portfolio of leases with similar characteristics. The lease liability is measure at the amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in index or rate, a change in the amount expected to be payable under a residual value guarantee, or if there is a change in the Company’s assessment of whether it will exercise a purchase, extension, or termination option. Leases that have term of less than twelve months or leases with an underlying asset of low value are recognized as expenses in profit or loss. Significant judgments and estimates In determining the lease term, the Company considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. The assessment is reviewed if a significant event of a significant change in circumstance occurs which affects this assessment. To determine the carrying amount of right-of-use assets and lease liabilities, the Company must estimate the incremental borrowing rate for each leased asset if the interest rate implicit in the lease cannot be readily determined. Management determines the incremental borrowing rate for each leased asset by taking into account the Company’s credit standing, the guarantee, the term and the value of the underlying leased asset, as well as the economic environment in which the leased asset is operated. Incremental borrowing rates can be changed due to macroeconomic changes in the environment. |
Business Combinations | 4.16 Business Combinations A business combination is a transaction or event in which the acquirer obtains control of one or more businesses and is accounted for using the acquisition method. The total consideration paid for the acquisition is the aggregate of the fair values of assets acquired, liabilities assumed, and equity instruments issued in exchange for control of the acquiree at the acquisition date. The acquisition date is the date when the Company obtains control of the acquiree. The identifiable assets acquired and liabilities assumed are recognized at their acquisition date fair values, except for deferred taxes and share-based payment awards where IFRS provides exceptions to recording the amounts at fair values. Goodwill represents the difference between total consideration paid and the fair value of the net identifiable assets acquired. Acquisition costs incurred are expensed through the statement of comprehensive loss. Contingent consideration is measured at its acquisition date fair value and is included as part of the consideration transferred in a business combination, subject to the applicable terms and conditions. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments with the corresponding gain or loss recognized in profit or loss. Based on the facts and circumstances that existed at the acquisition date, management will perform a valuation analysis to allocate the purchase price based on the fair values of the identifiable assets acquired and liabilities assumed on the acquisition date. Management has one year from the acquisition date to confirm and finalize the facts and circumstances that support the finalized fair value analysis and related purchase price allocation. Until such time, these values are provisionally reported and are subject to changed. Changes to fair values and allocations are retrospectively adjusted in subsequent periods. In determining the fair value of all identifiable assets acquired and liabilities assumed, the most significant estimates generally relate to contingent consideration and intangible assets. Management exercises judgment in estimating the probability and timing of when earn-out milestones are expected to be achieved, which is used as the basis for estimating fair value. Identified intangible assets are fair valued using appropriate valuation techniques which are generally based on a forecast of the total expected future net cash flows of the acquiree. Valuations are highly dependent on the inputs used and assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied. Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. Consideration paid for an asset acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Asset acquisitions do not give rise to goodwill. Management exercises judgment in determining the entities that it controls for consolidation and associated non-controlling interests. For financial reporting purposes, an entity is considered controlled when the Company has power over an entity and its ability to affect its economic return from the entity. The Company has power over an entity when it has existing rights that give it the ability to direct the relevant activities which can significantly affect the investee’s returns. Such power can result from contractual arrangements. However, certain contractual arrangements contain rights that are designed to protect the Company’s interest, without direct equity ownership in the entity, in which case non-controlling interests are recognized. |
Intangible assets and goodwill | 4.17 Intangible assets and goodwill Intangible assets are recorded at cost less accumulated amortization and any impairment losses. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization of definite life intangibles is calculated on a straight-line basis over their estimated useful lives. Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is allocated to the cash generating unit (“CGU”) or group of CGUs which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization. Goodwill and intangible assets with an indefinite life or not yet available for use are tested for impairment annually at year-end, and whenever events or circumstances that make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose all or a portion of a reporting unit. Finite life intangible assets are tested whenever there is an indication of impairment. Goodwill and indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Indefinite life intangible assets are tested for impairment by comparing the carrying value of each CGU containing the assets to its recoverable amount. Goodwill is tested for impairment based on the level at which it is monitored by management, and not at a level higher than an operating segment. The Company’s goodwill is allocated to the cannabis operating segment and the U.S. cannabis and hemp-derived market CGU. The allocation of goodwill to the CGUs or group of CGUs requires the use of judgment. An impairment loss is recognized for the amount by which the CGU’s carrying amount exceeds its recoverable amount. The recoverable amounts of the CGUs’ assets are determined based on either fair value less costs of disposal or value-in-use method. There is a material degree of uncertainty with respect to the estimates of the recoverable amounts of the CGU, given the necessity of making key economic assumptions about the future. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill, and any excess is allocated to the carrying value of assets in the CGU. Any impairment is recorded in profit and loss in the period in which the impairment is identified. A reversal of an asset impairment loss is allocated to the assets of the CGU on a pro rata basis. In allocating a reversal of an impairment loss, the carrying amount of an asset shall not be increased above the lower of its recoverable amount and the carrying amount that would have been determined had no impairment loss been recognized for the asset in the prior period. Impairment losses on goodwill are not subsequently reversed. |
Adoption of new accounting pronouncements | 4.18 Adoption of new accounting pronouncements Amendments to IFRS 3: Definition of a Business In October 2018, the IASB issued “Definition of a Business (Amendments to IFRS 3)”. The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendment provides an assessment framework to determine when a series of integrated activities is not a business. The amendments are effective for business combinations occurring on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The Company adopted the Amendments to IFRS 3 effective November 1, 2020, with no impact to the Company’s consolidated financial statements. |
New accounting pronouncements | 4.19 New accounting pronouncements The following IFRS standards have been recently issued. Pronouncements that are irrelevant or not expected to have a significant impact have been excluded. Amendments to IAS 1: Classification of Liabilities as Current or Non-current The amendment clarifies the requirements relating to determining if a liability should be presented as current or non-current in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2022. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements. |
Corporate Information and Goi_2
Corporate Information and Going Concern (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Corporate Information And Going Concern | |
Schedule of subsidiaries and ownership | Schedule of subsidiaries and ownership Company Ownership Grown Rogue Unlimited, LLC 100% by GRIN Grown Rogue Gardens, LLC 100% by Grown Rogue Unlimited, LLC GRU Properties, LLC 100% by Grown Rogue Unlimited, LLC GRIP, LLC 100% by Grown Rogue Unlimited, LLC Grown Rogue Distribution, LLC 100% by Grown Rogue Unlimited, LLC GR Michigan, LLC 87% by Grown Rogue Unlimited, LLC Idalia, LLC 60% by Grown Rogue Unlimited, LLC Canopy Management, LLC 0% (Note 1.1) Golden Harvests, LLC 60% by Canopy Management, LLC |
Reverse Takeover (Tables)
Reverse Takeover (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |
Schedule of aforementioned costs | Schedule of aforementioned costs Consideration transferred by shareholders of GR Unlimited $ 1,504,510 Balance of purchase price in excess of the fair value of acquired assets and liabilities of Grown Rogue Canada 856,059 Cash Transaction costs 1,093,221 Total Transaction costs during the year ended October 31, 2019, as reported on the statement of comprehensive loss $ 3,453,790 |
Novicius Subco [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of consideration transferred | Schedule of consideration transferred 3,773,689 shares at a price of CAD$0.315 per share $ 900,403 Net assets (liabilities) of the Company acquired (604,107 ) Transaction costs $ 1,504,510 |
Grown Rogue Canada [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of consideration transferred | 100,000 common shares at a price of CAD$0.315 per share $ 23,860 Fair value of warrants of the Company issued (Note 20.11) 893,646 Total consideration transferred 917,506 Net assets of Grown Rogue Canada acquired 61,447 Transaction costs $ 856,059 |
Significant Accounting Polici_3
Significant Accounting Policies and Significant Judgements (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of Amortization | Schedule of Amortization Furniture and fixtures 7-10 years on a straight-line basis Computer and office equipment 3-5 years on a straight-line basis Production equipment and other 5-10 years on a straight-line basis Leasehold improvements 15-40 months on a straight-line basis |
Schedule of financial assets and financial liabilities | Schedule of financial assets and financial liabilities Asset/Liability Classification Accounts receivable Amortized cost Cash Amortized cost Marketable securities FVTPL Accounts payable and accrued liabilities Amortized cost Long-term debt Amortized cost Interest payable Amortized cost Convertible debentures Amortized cost Derivative liabilities FVTPL |
Schedule of lease obligations | Schedule of lease obligations $ Operating lease commitments at October 31, 2019 322,100 Discounted using incremental borrowing rate (45,669 ) Lease liabilities for purchased assets 142,205 Lease obligations - November 1, 2019 418,636 |
Schedule of consolidated financial statements | Schedule of consolidated financial statements Balance – Adoption of Restated balance – November 1, $ $ $ Right-of-use assets - 276,431 276,431 Property & equipment 232,059 - 232,059 Current portion of lease liability 129,876 225,862 355,738 Lease liability 12,329 50,569 62,898 |
Biological Assets (Tables)
Biological Assets (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of reconciliation of changes in the carrying amount of biological assets | Schedule of reconciliation of changes in the carrying amount of biological assets October 31, October 31, $ $ Beginning balance 250,690 156,589 Purchased cannabis plants 2,969,773 724,878 Allocation of operational overhead 1,430,876 1,130,712 Change in FVLCTS due to biological transformation 1,824,225 1,515,492 Transferred to inventory upon harvest (5,287,012 ) (3,276,981 ) Ending balance 1,188,552 250,690 |
Schedule of Fair value of biological assets | Schedule of Fair value of biological assets Impact of 20% change October 31, October 31, October 31, October 31, Estimated selling price per pound ($/pound) 1,130 1,123 219,428 48,720 Estimated stage of growth (%) 51 % 63 % 189,943 38,104 Estimated flower yield per harvest (pound) 1,915 216 189,943 38,104 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of inventory | Schedule of inventory October 31, October 31, $ $ Raw materials 22,788 8,588 Work in process 2,363,487 919,464 Finished goods 920,037 196,308 Ending balance 3,306,312 1,124,360 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of consideration remaining | Schedule of consideration remaining Total consideration Common $ Cash paid -- 479,000 Cash payable -- 370,537 Common shares issued 825,000 122,376 Common shares issuable 200,000 35,806 Total 1,025,000 1,007,719 |
Schedule of net identifiable assets acquired | Schedule of net identifiable assets acquired Net identifiable assets acquired (liabilities assumed) $ Cash 386,128 Accounts receivable 155,067 Prepaids and other current assets 91,464 Intangible asset: grow licenses 154,000 Biological assets 477,672 Inventory 309,439 Property, plant, and equipment 1,311,917 Net identifiable assets 2,885,687 Accounts payable and accrued liabilities (542,630 ) Notes payable (227,056 ) Lease liabilities (564,309 ) Income taxes (117,500 ) Net identifiable assets acquired 1,434,192 |
Schedule of purchase price allocation | Schedule of purchase price allocation Purchase price allocation $ Net identifiable assets acquired 1,434,192 Goodwill 245,339 Gross purchase price allocation 1,679,531 Purchase consideration (60% controlling interest) 1,007,719 |
Schedule of net cash flows upon completion of all payments | Schedule of net cash flows upon completion of all payments Net cash flows Prior to Year ended October 31, Future payments Total $ $ $ $ Cash consideration paid prior to October 31, 2020 (175,000 ) - - (175,000 ) Cash consideration paid after November 1, 2020 - (310,000 ) - (310,000 ) Cash acquired - 386,128 - 386,128 (175,000 ) 76,128 - (98,872 ) Future cash payments - - (358,537 ) (358,537 ) Payments against acquisition consideration payable - (6,000 ) - (6,000 ) Net cash flows upon completion of all payments (175,000 ) 70,128 (358,537 ) (463,409 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of liability payable to creditors | Schedule of liability payable to creditors CEO Trade Vendors Total $ $ $ Balance at October 31, 2019 180,799 - 180,799 Amounts deferred 45,000 241,255 286,255 Amounts settled - (77,238 ) (77,238 ) Balance at October 31, 2020 225,799 164,017 389,816 Amounts settled (162,899 ) (103,504 ) (266,403 ) Balance at October 31, 2021 62,900 60,513 123,413 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of lease liabilities | Schedule of lease liabilities Lease liabilities October 31, October 31, $ $ Balance - beginning 116,907 142,205 Adoption of IFRS 16 - 276,431 Additions 2,642,588 68,035 Disposals (18,513 ) - Interest expense on lease liabilities 132,371 65,433 Payments (512,914 ) (435,197 ) Balance - ending 2,360,438 116,907 Current portion 624,935 100,277 Non-current portion 1,735,503 16,630 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Property And Equipment | |
Property and equipment | Property and equipment Computer and Production Construction in Leasehold Right-of-use Total COST $ $ $ $ $ $ Balance - October 31, 2019 55,960 156,781 476,783 1,238,680 358,608 2,286,812 Additions 1,031 215,030 90,342 251,355 344,466 902,224 Transfers (2,061 ) 2,061 (512,719 ) 512,719 - - Disposals (39,764 ) (17,350 ) (9,331 ) (947 ) (52,063 ) (119,455 ) Balance - October 31, 2020 15,166 356,522 45,075 2,001,807 651,011 3,069,581 Additions - 22,939 - 2,255,594 2,040,029 4,318,562 Cost basis of assets acquired 1,117 146,756 677,339 680,482 1,505,694 Transfers - - (45,075 ) 45,075 - - Disposals - (15,049 ) - (1,727 ) (43,490 ) (60,266 ) Balance - October 31, 2021 16,283 511,167 - 4,978,088 3,328,032 8,833,570 ACCUMULATED AMORTIZATION Balance - October 31, 2019 19,701 37,016 - 638,629 126,549 821,895 Amortization for the period 6,360 41,397 - 810,619 305,365 1,163,741 Transfers (2,405 ) 2,405 - - - - Disposals (8,490 ) (7,301 ) - - (52,063 ) (67,854 ) Balance - October 31, 2020 15,166 73,517 - 1,449,248 379,851 1,917,782 Amortization for the period 979 77,766 - 527,524 406,773 1,013,042 Amortization of assets acquired 138 52,368 40,955 100,316 193,777 Disposals - (7,548 ) - (698 ) (25,369 ) (33,615 ) Balance – October 31, 2021 16,283 196,103 - 2,017,029 861,571 3,090,986 NET BOOK VALUE As at October 31, 2020 - 283,005 45,075 552,559 271,160 1,151,799 As at October 31, 2021 - 315,064 - 2,961,059 2,466,461 5,742,584 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Intangible Assets And Goodwill | |
Schedule of intangible assets and goodwill | Schedule of intangible assets and goodwill Indefinite lived intangible assets and goodwill Cost Grower licenses 154,000 Goodwill 245,338 399,338 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of unsecured promissory notes | Schedule of unsecured promissory notes Movement in long-term debt $ Balance - October 31, 2019 150,000 Additions (Notes 14.7, 14.8) 615,000 Interest accretion 260,940 Payments (226,126 ) Balance - October 31, 2020 799,814 Additions (Notes 14.1, 14.2, 14.3, 14.4, 14.5,14.6) 1,452,056 Interest accretion 565,506 Reclassification to acquisition consideration payable (Notes 8, 14.4) (100,000 ) Payments (507,715 ) Balance - October 31, 2021 2,209,661 Current portion 843,900 Non-current portion 1,365,761 14.1 On November 23, 2020, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. 14.2 On December 2, 2020, debt was issued by Grown Rogue Gardens, LLC with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date can be extended by up to six-months for a $1,000 fee per $10,000 of principal extended. The note was loaned by the former COO of the Company. 14.3 On January 27, 2021, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. 14.4 On February 4, 2021, a note payable for $100,000 was issued to satisfy a milestone payment due to the seller of Golden Harvests. The note is payable 12 months from the issue date and accrues interest at $2,000 per month. This note payable was reclassified to acquisition consideration payable during the year ended October 31, 2021. 14.5 On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 8) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%. 14.6 On September 9, 2021, the Company entered into an unsecured promissory note agreement with PBIC, a related party, in the amount of $800,000 which was to be fully advanced by September 30, 2021. During the year ended October 31, 2021, $600,000 was received. This note matures on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms of the note require the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s sun-grown A-flower 2021 harvest (the “Harvest”), less 15% of such amount to account for costs of sales. The percentage will be determined by dividing 2,000 by the total volume of pounds of the Harvest, proportionate to principal proceeds. A portion of these payments will be used to pay down the outstanding principal on a monthly basis. The note will automatically terminate when the full amount of any outstanding principal plus the applicable participation payments are paid prior to the maturity date. Should the participation payments fully repay the principal amount prior to the maturity date then the note will automatically terminate. The note bears no stated rate of interest, and in the event of default, the note will bear interest at 15% per annum. The note is reported at amortized cost using an effective interest rate of approximately 1.9%. |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Convertible Debentures | |
Schedule of Convertible Debentures | Schedule of Convertible Debentures Movements in Convertible Debentures $ Balance - October 31, 2019 1,995,609 Conversion to common shares (37,733 ) Interest accretion 246,015 Deemed extinguishment (2,147,550 ) Effects of foreign exchange (56,341 ) Balance after deemed extinguishment - Deemed re-issuance 2,464,241 Fair value of derivative liability (787,264 ) Conversion to common shares (75,130 ) Interest accretion 146,964 Payments (44,138 ) Effects of foreign exchange 35,005 Balance - October 31, 2020 1,739,678 Interest accretion 510,678 Conversion to common shares (Note 15.1) (1,042,951 ) Payments (1,312,722 ) Effects of foreign exchange 105,317 Balance – October 31, 2021 - |
Schedule of derivative liability assumption | Schedule of derivative liability assumption ○ Expected dividend yield Nil ○ Risk-free interest rate 0.24 ○ Expected life 1.0 ○ Expected volatility 90 |
Schedule of allocated the proceeds from the issuance of the convertible debentures | Schedule of allocated the proceeds from the issuance of the convertible debentures CAD$ USD$ Convertible debentures, principal 2,280,671 1,676,977 Conversion option 1,070,670 787,264 3,351,341 2,464,241 |
Schedule of debt restructuring | Schedule of debt restructuring Composition of loss from debt restructuring $ Difference: carrying value of deemed prior debt and deemed reissued debt 337,997 Replacement warrants - quantity - 6,818,182 (Note 20.4) 346,792 Consideration warrants - quantity - 1,590,909 (Note 20.4) 80,918 Total loss from deemed restructuring 765,707 |
Members_ capital (Tables)
Members’ capital (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of summarizes the common unit activities | Schedule of summarizes the common unit activities Number of Member’s Balance, October 31, 2018 40,706,873 $ 4,701,773 Issued pursuant to conversion of promissory notes 5,465,877 1,451,400 Issued in connection with Technology License Agreement (15.2) 6,600,000 1,574,761 Issued upon exercise of unit purchase options 4,202,429 1,218,784 Issued pursuant to Subscription Receipts 3,771,023 913,968 Balance at date of Transaction (Note 2) 60,746,202 $ 9,860,686 * The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. |
Unit Purchase Options (Tables)
Unit Purchase Options (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Unit Purchase Options | |
Schedule of grant date based on the Black-Scholes pricing model | Schedule of grant date based on the Black-Scholes pricing model ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 5.5 ○ Expected volatility 99 * Based on the volatility of comparable publicly traded companies |
Schedule of finance charge expense and was estimated | Schedule of finance charge expense and was estimated ○ Expected dividend yield Nil ○ Risk free interest rate 1.710 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Share Capital | |
Schedule of assumption | Schedule of assumption ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Warrants | |
Schedule of warrant activities | Schedule of warrant activities Number Weighted Average Balance - October 31, 2019 27,584,605 0.53 Issued pursuant to private placement (Note 19.8) 5,000,000 0.13 Issued pursuant to private placement (Note 19.8) 10,000,000 0.13 Expired (17,183 ) (14.05 ) Cancellation of prior warrants associated with convertible debentures (Note 20.4) (6,818,182 ) 0.55 Issuance of new warrants associated with convertible debentures (Note 20.4) 6,818,182 0.16 Consideration warrants for convertible debenture maturity extension (Note 20.4) 1,590,909 0.16 Balance - October 31, 2020 44,158,331 0.33 Issuance pursuant to private placement (Note 19.2) 8,200,000 0.20 Issuance pursuant to the Offering (Note 19.6) 23,162,579 0.30 Expiration of broker warrants (757,125 ) 0.44 Expiration of warrants (17,843,998 ) 0.55 Balance – October 31, 2021 56,919,787 0.22 |
Schedule of warrant issued and outstanding | Schedule of warrant issued and outstanding Exercise price Warrants Remaining Expiry date $ 0.16 8,409,091 0.0 November 1, 2021 0.13 5,000,000 0.3 February 10, 2022 0.13 10,000,000 0.5 May 15, 2022 0.20 8,200,000 1.3 February 5, 2023 0.30 23,162,579 1.3 March 5, 2023 0.44 2,148,117 1.7 June 28, 2023 $ 0.22 56,919,787 0.9 20.1 Agent Warrants On March 5, 2021, in connection with the Offering described at Note 19.6, as consideration for the services rendered by the agent (the “Agent”), the Company issued to the Agent an aggregate of 1,127,758 broker warrants of the Company (the “Broker Warrants”) exercisable to acquire 1,127,758 compensation options (the “Compensation Options”) for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 advisory warrants (the “Advisory Warrants”) exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the “Agent Warrants.” Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The following table sets out the Agent Warrants issued and outstanding at October 31, 2021: Exercise price Agent Warrants outstanding Remaining Expiry date $ 0.225 1,241,258 1.3 March 5, 2023 |
Schedule of Agent warrants assumption at grant date based | Schedule of Agent warrants assumption at grant date based ○ Expected dividend yield Nil ○ Risk - 0.92 ○ Expected life of Agent Warrant 2 ○ Expected life of underlying warrant 1.99 ○ Expected volatility 100 |
Schedule of novicious subco warrants | Schedule of warrants assumption at grant date based Schedule of novicious subco warrants ○ Expected dividend yield Nil ○ Risk-free interest rate 0.30 ○ Expected life 1.3 ○ Expected volatility 131 |
Schedule of novicious subco warrants | Schedule of novicious subco warrants ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants at the grant date based | Schedule of fair value of warrants at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants one at the grant date based | Schedule of fair value of warrants one at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants two at the grant date based | Schedule of fair value of warrants two at the grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of the GR broker warrants | Schedule of fair value of the GR broker warrants ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants three at grant date based | Schedule of fair value of warrants three at grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants Four at grant date based | Schedule of fair value of warrants Four at grant date based ○ Expected dividend yield Nil ○ Risk free interest rate 1.690 ○ Expected life 2.0 ○ Expected volatility 100 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants five at grant date based | Schedule of fair value of warrants five at grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 1.710 ○ Expected life 2.0 ○ Expected volatility 101 * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants six at grant date based | Schedule of fair value of warrants six at grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 1.640 ○ Expected life 4.0 ○ Expected volatility 101 * Based on the volatility of comparable publicly traded companies |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Stock Options | |
Schedule of stock option movements | Schedule of stock option movements Number Exercise price Balance - October 31, 2019 650,000 0.44 Granted to employees 3,575,000 0.15 Forfeitures by service provider (150,000 ) 0.44 Forfeitures by employees (355,000 ) 0.15 Balance - October 31, 2020 3,720,000 0.19 Granted to employees 3,085,000 0.20 Forfeitures by service providers (65,000 ) 0.15 Forfeitures by employees (965,000 ) 0.15 Forfeitures by employees (10,000 ) 0.22 Balance – October 31, 2021 5,765,000 0.20 |
Schedule of fair value of options at the grant date based | Schedule of fair value of options at the grant date based ○ Expected dividend yield Nil ○ Risk-free interest rate 0.55 ○ Expected life 4.0 ○ Expected volatility 98 |
Schedule of fair value of options vested | Schedule of fair value of options vested ○ Expected dividend yield Nil ○ Risk-free interest rate 0.25 ○ Expected life 4.0 ○ Expected volatility 131 |
Schedule of vesting terms | Schedule of vesting terms Number granted Vesting terms 500,000 ½ on grant date, ½ on first anniversary of grant date 1,000,000 ½ on grant date, ½ seven months after grant date 500,000 ½ six months after grant date, ½ on first anniversary of grant date 450,000 ⅓ on each anniversary of grant date 400,000 ½ on first anniversary of grant date, ½ of anniversary of grant date 235,000 On first anniversary of grant date 3,085,000 |
Schedule of stock options were issued and outstanding | Schedule of stock options were issued and outstanding Exercise price Options Number Remaining Expiry period $ 0.44 500,000 500,000 0.2 January 2022 0.15 2,190,000 1,912,500 2.7 July 2024 0.15 200,000 100,000 3.1 November 2024 0.15 500,000 250,000 3.1 December 2024 0.28 1,075,000 250,000 3.5 April 2025 0.16 1,300,000 500,000 3.6 May 2025 0.20 5,765,000 3,512,500 2.9 |
Changes in Non-Cash Working C_2
Changes in Non-Cash Working Capital (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Changes In Non-cash Working Capital | |
Schedule of non cash working capital | Schedule of non cash working capital Years ended October 31, 2021 2020 2019 $ $ $ Accounts receivable (412,060 ) (37,698 ) 119,473 Inventory & biological assets (1,359,567 ) 142,454 360,780 Prepaid expenses and other assets (196,261 ) 14,158 211,982 Accounts payable and accrued liabilities (294,846 ) (133,516 ) (894,654 ) Interest payable 4,383 (46,462 ) (135,265 ) Unearned revenue - (35,000 ) 35,000 Deferred rent (10,494 ) - - Income taxes payable 137,131 - - Total (2,131,714 ) (96,064 ) (302,684 ) |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule supplemental cash flow | Schedule supplemental cash flow Years ended October 31, 2021 2020 2019 $ $ $ Interest paid 168,924 228,224 310,217 Fair value of common shares issued & issuable for services 133,826 240,340 255,360 Fair value of common shares issued as settlement of debt - - 121,587 Fair value of common shares issued to Golden Harvests 109,564 - - Conversion of notes payable to common units - - 1,342,400 Fair value of common shares issued to Golden Harvests creditor 36,310 - - Right-of-use assets acquired through leases 2,642,588 68,035 62,516 Conversion of debenture into common shares 916,290 112,863 - Derivative liability recognized as contributed surplus upon debenture conversion 1,833,731 - - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Year ended October 31, 2021 2020 2019 $ $ $ Salaries and consulting fees 875,058 577,774 425,412 Share-based compensation 70,040 60,929 33,083 Stock option expense 64,436 144,639 - Total 1,009,534 783,342 458,495 |
Schedule of dept portions pertaining to related parties | Schedule of dept portions pertaining to related parties CEO Senior Director COO Total $ $ $ $ $ Balance - October 31, 2019 - - - - - Borrowed 50,000 100,000 150,000 - 300,000 Interest 21,745 43,491 65,236 - 130,472 Payments (10,252 ) (20,504 ) (30,756 ) - (61,512 ) Balance - October 31, 2020 61,493 122,987 184,480 - 368,960 Borrowed - - - 150,000 150,000 Interest 37,589 75,178 112,767 13,750 239,284 Payments (33,543 ) (67,087 ) (100,630 ) - (201,260 ) Balance – October 31, 2021 65,539 131,078 196,617 163,750 556,984 |
Schedule of non-brokered private placement | Schedule of non-brokered private placement Subscription amount ($) Shares Warrants Chief Operating Officer 125,000 1,000,000 1,000,000 Chief Financial Officer of GR Unlimited 250,000 2,000,000 2,000,000 Chief Executive Officer 200,000 1,600,000 1,600,000 PBIC 250,000 2,000,000 2,000,000 Total $ 825,000 6,600,000 6,600,000 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Financial Instruments | |
Schedule of credit risk | Schedule of credit risk October 31, 2021 October 31, 2020 $ $ Cash 1,114,033 217,788 Accounts Receivable 739,248 172,121 Total 1,853,281 389,909 |
Schedule of exposure to credit risk | Schedule of exposure to credit risk October 31, October 31, $ $ Current 140,746 59,235 1-30 days 423,153 49,204 31 days-older 95,110 3,500 Total trade accounts receivable 659,009 119,939 Other receivables 80,239 60,182 Total accounts receivable 739,248 172,121 |
Schedule of working capital accounts | Schedule of working capital accounts October 31, October 31, $ $ Cash 1,114,033 217,788 Current assets excluding cash 5,591,653 1,616,987 Total current assets 6,705,686 1,834,775 Current liabilities (3,862,460 ) (1,799,104 ) Working capital 2,843,226 35,671 |
Schedule of assets and liabilities | Schedule of assets and liabilities Year 1 Over Over Over $ $ $ $ Accounts payable and accrued liabilities 1,766,707 123,413 - - Lease liabilities 624,935 965,123 728,878 41,502 Debt 843,900 1,365,761 - - Business acquisition consideration payable 358,537 - - - Interest payable 13,750 - - - Income tax 254,631 - - - Total 3,862,460 2,454,297 728,878 41,502 |
Schedule of valuations for the asset or liability not based on observable market data | Schedule of valuations for the asset or liability not based on observable market data Level in fair value hierarchy Amortized Cost FVTPL Financial Assets Cash Level 1 $ 1,114,033 $ - Accounts receivable Level 2 739,248 - Marketable securities Level 1 - 610,092 Financial Liabilities Accounts payable and accrued liabilities Level 2 $ 1,890,120 $ - Debt Level 2 2,209,661 - Interest payable Level 2 13,750 - Business acquisition consideration payable Level 2 358,537 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of General and administrative expenses | Schedule of General and administrative expenses Years ended October 31, 2021 2020 2019 $ $ $ Office, banking, travel, and overheads 1,158,975 269,496 835,619 Professional services 767,050 794,154 1,887,034 Salaries and benefits 2,057,225 1,132,771 1,938,022 Total 3,983,250 2,196,421 4,660,675 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of income tax recovery | Schedule of income tax recovery 2021 2020 2019 Income (loss) before income taxes $ (864,202 ) $ (2,356,488 ) (9,476,934 ) Effective income tax rate (%) 27.25 % 27.25 % 27.25 % Expected income tax (recovery) $ (235,495 ) $ (642,143 ) (2,582,166 ) Loss (income) related to entities taxed as partnerships 1,056 - - Temporary differences related to inventory valuation 124,590 (124,590 ) (142,025 ) Temporary differences related to start-up costs (196,978 ) (196,978 ) 99,029 Temporary differences related to Transaction costs (2,217,730 ) (1,927,848 ) 320,709 Non-deductible expenses (42,264 ) (248,392 ) 1,059,283 Permanent difference for loss (income) related to entities taxed as corporations (369,512 ) - - Permanent difference for loss (income) related to entities taxed as partnerships (6,749 ) - - Temporary differences related to cost of goods sold - - 172,517 Unrealized gain on biological assets - - (134,720 ) Share issuance costs - - (13,457 ) Losses and other deductions for which no benefit has been recognized 3,093,625 3,139,951 1,220,830 Income tax expense $ 150,543 $ - - |
Schedule of Deferred Taxes | Schedule of Deferred Taxes Deferred Tax Assets 2021 2020 $ $ Start-up costs 196,978 196,978 Inventory (124,590 ) 124,590 Biological asset fair value adjustment - - Net operating loss carry-forwards 2,503,436 1,369,512 Share issuance costs - - IFRS Adjustments (209,847 ) 28,254 Amortization/Depreciation expenses 474,689 351,345 Transaction costs 965,356 919,825 Technology impairment 429,122 429,122 Debt restructure 125,953 125,953 Various derivative and unrealized gain/loss 432,457 73,350 Allowance for doubtful accounts - - Gross deferred tax assets before tax not recognized 4,793,553 3,618,929 Deferred taxes not recognized (4,793,553 ) (3,618,929 ) Net deferred tax assets - - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Schedule of Geographical information activities | Schedule of Geographical information activities Geographical segments Oregon Michigan Other Total $ $ $ $ Non-current assets other than financial instruments As at October 31, 2021 3,912,430 2,979,492 - 6,891,922 As at October 31, 2020 757,480 399,316 - 1,156,796 Year ended October 31, 2021 Net revenue 5,152,286 3,882,332 344,055 9,378,673 Gross profit (loss) 2,325,304 3,585,462 189,702 6,100,468 Year ended October 31, 2020 Net revenue 3,846,223 - 393,381 4,239,604 Gross profit (loss) 1,723,483 - 122,214 1,845,697 Year ended October 31, 2019 Net revenue 3,924,983 - - 3,924,983 Gross profit (loss) 852,599 - - 852,599 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |
Schedule of non-controlling interest | Schedule of non-controlling interest October 31, October 31, $ $ Balance, beginning of year (33,383 ) 19,538 Elimination of GRD Cali, LLC non-controlling interest - 22,128 Non-controlling interest’s 40% share of GRD Cali, LLC - (36,366 ) Non-controlling interest’s 40% share of Idalia, LLC (4,092 ) (129 ) Non-controlling interest’s 13% share of GR Michigan, LLC 5,743 (38,554 ) Non-controlling interest’s 100% share of Canopy Management, LLC 2,065,718 - Balance, end of year 2,033,986 (33,383 ) |
G R D Cali L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | Schedule of summarized financial information October 31, October 31, 2020 $ $ Net loss for the year - 90,914 |
Idalia L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | October 31, October 31, $ $ Non-current assets - 10,230 Net loss for the year 10,230 322 |
G R Michigan L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | October 31, October 31, $ $ Current assets 1,453 74,961 Non-current assets - 603,895 Current liabilities - 489,266 Non-current liabilities - 68,994 Net loss for the year 48,867 296,570 |
Canopy Management L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | October 31, October 31, $ $ Current assets 3,093,330 - Non-current assets 4,023,521 - Current liabilities 1,708,330 - Non-current liabilities 1,225,804 - Advances due to parent 530,020 - Net income for the year 2,196,479 - |
Corporate Information and Goi_3
Corporate Information and Going Concern (Details) | 12 Months Ended |
Oct. 31, 2021 | |
Grown Rogue Unlimited L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Grown Rogue Unlimited, LLC |
Ownership | 100% by GRIN |
Grown Rogue Gardens L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Grown Rogue Gardens, LLC |
Ownership | 100% by Grown Rogue Unlimited, LLC |
G R U Properties L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | GRU Properties, LLC |
Ownership | 100% by Grown Rogue Unlimited, LLC |
G R I P L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | GRIP, LLC |
Ownership | 100% by Grown Rogue Unlimited, LLC |
Grown Rogue Distribution L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Grown Rogue Distribution, LLC |
Ownership | 100% by Grown Rogue Unlimited, LLC |
G R Michigan L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | GR Michigan, LLC |
Ownership | 87% by Grown Rogue Unlimited, LLC |
Idalia L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Idalia, LLC |
Ownership | 60% by Grown Rogue Unlimited, LLC |
Canopy Management L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Canopy Management, LLC |
Ownership | 0% (Note 1.1) |
Golden Harvests L L C [Member] | |
Reserve Quantities [Line Items] | |
Company | Golden Harvests, LLC |
Ownership | 60% by Canopy Management, LLC |
Corporate Information and Goi_4
Corporate Information and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Corporate Information And Going Concern | |||
Net loss | $ 1,014,747 | $ 2,356,488 | $ 9,476,934 |
Accumulated Deficit | 21,804,349 | $ 19,394,044 | |
Working capital deficit | $ 2,843,226 |
Reverse Takeover (Details)
Reverse Takeover (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |||
Transaction costs | $ 3,453,790 | ||
Total consideration transferred | 1,504,510 | ||
Novicius Subco [Member] | |||
IfrsStatementLineItems [Line Items] | |||
100,000 common shares at a price of CAD$0.315 per share | 900,403 | ||
Net assets (liabilities) of the Company acquired | (604,107) | ||
Transaction costs | 1,504,510 | ||
Grown Rogue Canada [Member] | |||
IfrsStatementLineItems [Line Items] | |||
100,000 common shares at a price of CAD$0.315 per share | 23,860 | ||
Fair value of warrants of the Company issued (Note 17.10) | 893,646 | ||
Total consideration transferred | 917,506 | ||
Net assets of Grown Rogue Canada acquired | 61,447 | ||
Transaction costs | $ 856,059 |
Reverse Takeover (Details 1)
Reverse Takeover (Details 1) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Reverse Takeover | |
Consideration transferred by shareholders of GR Unlimited | $ 1,504,510 |
Balance of purchase price in excess of the fair value of acquired assets and liabilities of Grown Rogue Canada | 856,059 |
Cash Transaction costs | 1,093,221 |
Total Transaction costs during the year ended October 31, 2019, as reported on the statement of comprehensive loss | $ 3,453,790 |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Reverse Takeover | |
Reverse Takeover description | Prior to close of the Transaction the Company completed a consolidation of its common shares on the basis of 1.4 pre consolidated common shares for 1 post consolidated common share. Upon close of the Transaction, the Company issued, in aggregate, 60,746,202 common shares to the GR Unlimited unitholders for all of the outstanding units of GR Unlimited, 100,000 common shares to a director of Grown Rogue Canada and 839,790 common shares to former debtholders of the Company. Holders of warrants and convertible debentures of GR Unlimited and Grown Rogue Canada exchanged such securities for warrants and convertible debentures, with substantially the same terms, of the Company on a one for one basis. |
Cash transaction costs | $ 1,093,221 |
Significant Accounting Polici_4
Significant Accounting Policies and Significant Judgements (Details) | 12 Months Ended |
Oct. 31, 2020 | |
Fixtures and fittings [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 7-10 |
Computer equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 3-5 |
Production equipment and other [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 5-10 |
Leasehold improvements [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 15-40 |
Significant Accounting Polici_5
Significant Accounting Policies and Significant Judgements (Details 1) | 12 Months Ended |
Oct. 31, 2021 | |
Advance receivable [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Cash And Cash Equivalent [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Marketable Securities [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | FVTPL |
Accounts Payable And Accrued Liabilitie [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Long Term Debts [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Interest Payables [member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Convertible Debentures [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | Amortized cost |
Derivative Liability [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification | FVTPL |
Significant Accounting Polici_6
Significant Accounting Policies and Significant Judgements (Details 2) | Nov. 02, 2019 USD ($) |
Operating lease commitments at October 31, 2019 | $ 322,100 |
Discounted using incremental borrowing rate | (45,669) |
Lease liabilities for purchased assets | 142,205 |
Lease obligations - November 1, 2019 | $ 418,636 |
Significant Accounting Polici_7
Significant Accounting Policies and Significant Judgements (Details 3) - USD ($) | Oct. 31, 2021 | Nov. 02, 2020 | Oct. 31, 2020 | Oct. 31, 2019 |
IfrsStatementLineItems [Line Items] | ||||
Right-of-use assets | $ 276,431 | |||
Property & equipment | $ 5,742,584 | 232,059 | $ 1,151,799 | 232,059 |
Current portion of lease liability | $ 624,935 | 355,738 | $ 100,277 | 129,876 |
Lease liability | $ 62,898 | 12,329 | ||
Adoption Of I F R S 16 [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Right-of-use assets | 276,431 | |||
Property & equipment | ||||
Current portion of lease liability | 225,862 | |||
Lease liability | $ 50,569 |
Biological Assets (Details)
Biological Assets (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Beginning Balance | $ 250,690 | $ 156,589 |
Purchased cannabis plants | 724,878 | 2,969,773 |
Allocation of operational overhead | 1,130,712 | 1,430,876 |
Change in FVLCTS due to biological transformation | 1,515,492 | 1,824,225 |
Transferred to inventory upon harvest | (3,276,981) | (5,287,012) |
Ending Balance | $ 1,188,552 | $ 250,690 |
Biological Assets (Details 1)
Biological Assets (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Estimated selling price per lb | $ 1,130 | $ 1,123 |
Impact of change in estimated selling price | $ 219,428 | $ 48,720 |
Estimated stage of growth | 51% | 63% |
Impact of change in estimated stage of growth | $ 189,943 | $ 38,104 |
Estimated flower yield per harvest (lb) | $ 1,915 | $ 216 |
Impact of change in estimated flower yield | $ 189,943 | $ 38,104 |
Inventory (Details)
Inventory (Details) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Raw materials | $ 22,788 | $ 8,588 |
Work in process | 2,363,487 | 919,464 |
Finished goods | 920,037 | 196,308 |
Ending balance | $ 3,306,312 | $ 1,124,360 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Inventory expenses | $ 3,997,617 | $ 2,155,507 | $ 2,935,934 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 09, 2021 | Apr. 30, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Reserve Quantities [Line Items] | ||||
Number of common stock issued | 1,300,000 | |||
Fair value of shares | $ 349,809 | |||
Plant Based Investment Corp [Member] | ||||
Reserve Quantities [Line Items] | ||||
Number of common stock received | 2,362,204 | |||
Number of common stock issued | 15,000,000 | |||
Share Price | $ 0.635 | |||
Fair value of shares | $ 848,011 | |||
Fair value of PBIC shares | 610,092 | |||
Unrealized loss on shares | $ 35,902 | 263,483 | ||
Foreign currency translation gain | $ 60,959 | $ 507 |
Business Combinations (Details)
Business Combinations (Details) - Golden Harvests L L C [Member] | 12 Months Ended |
Oct. 31, 2021 USD ($) shares | |
Reserve Quantities [Line Items] | |
Cash paid, shares | shares | |
Cash paid | $ | $ 479,000 |
Cash payable, shares | shares | |
Cash payable | $ | $ 370,537 |
Common shares issued, shares | shares | 825,000 |
Common shares issued | $ | $ 122,376 |
Common shares issuable, shares | shares | 200,000 |
Common shares issuable | $ | $ 35,806 |
Total, shares | shares | 1,025,000 |
Total | $ | $ 1,007,719 |
Business Combinations (Details
Business Combinations (Details 1) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 CAD ($) | Oct. 31, 2020 USD ($) | Oct. 31, 2019 USD ($) |
Reserve Quantities [Line Items] | ||||
Cash | $ 1,114,033 | $ 217,788 | ||
Accounts receivable | 739,248 | 172,121 | ||
Biological assets | 1,188,552 | 250,690 | $ 156,589 | |
Inventory | 3,306,312 | 1,124,360 | ||
Accounts payable and accrued liabilities | $ 442,422 | |||
Lease liabilities | (1,735,503) | (16,630) | ||
Income taxes | 254,631 | |||
Net identifiable assets acquired | 1,434,192 | |||
Golden Harvests L L C [Member] | ||||
Reserve Quantities [Line Items] | ||||
Cash | 386,128 | |||
Accounts receivable | 155,067 | |||
Prepaids and other current assets | 91,464 | |||
Intangible asset: grow licenses | 154,000 | |||
Biological assets | 477,672 | |||
Inventory | 309,439 | |||
Net identifiable assets | 2,885,687 | |||
Accounts payable and accrued liabilities | (542,630) | |||
Notes payable | (227,056) | |||
Lease liabilities | (564,309) | |||
Income taxes | (117,500) | |||
Net identifiable assets acquired | $ 1,434,192 |
Business Combinations (Detail_2
Business Combinations (Details 2) | Oct. 31, 2021 USD ($) |
Net identifiable assets acquired | $ 1,434,192 |
Goodwill | 245,339 |
Gross purchase price allocation | 1,679,531 |
Purchase consideration (60% controlling interest) | $ 1,007,719 |
Business Combinations (Detail_3
Business Combinations (Details 3) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Cash consideration paid prior to October 31, 2020 | $ (175,000) | |
Cash consideration paid after November 1, 2020 | (310,000) | |
Cash acquired | 386,128 | |
Gross cash paid | 76,128 | (175,000) |
Future cash payments | ||
Payments against acquisition consideration payable | (6,000) | |
Net cash flows upon completion of all payments | 70,128 | $ (175,000) |
Future Payments [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cash consideration paid prior to October 31, 2020 | ||
Cash consideration paid after November 1, 2020 | ||
Cash acquired | ||
Gross cash paid | ||
Future cash payments | (358,537) | |
Payments against acquisition consideration payable | ||
Net cash flows upon completion of all payments | (358,537) | |
Total [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cash consideration paid prior to October 31, 2020 | (175,000) | |
Cash consideration paid after November 1, 2020 | (310,000) | |
Cash acquired | 386,128 | |
Gross cash paid | (98,872) | |
Future cash payments | (358,537) | |
Payments against acquisition consideration payable | (6,000) | |
Net cash flows upon completion of all payments | $ (463,409) |
Business Combinations (Detail_4
Business Combinations (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Reserve Quantities [Line Items] | ||
Cash acquired | $ 386,128 | |
Golden Harvests [Member] | ||
Reserve Quantities [Line Items] | ||
Business combination description | Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,181 and cash payments of $849,536. Consideration remaining to be paid at the date of these Financial Statements included cash payments of $358,537 and 200,000 common shares with an aggregate fair value of $35,806. | |
Net cash acquired | $ 76,128 | |
Cash acquired | 386,128 | |
Net payments | $ 310,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | $ 389,816 | $ 180,799 |
Amount deferred | 286,255 | |
Amounts settled | (266,403) | (77,238) |
Balance at ending | 123,413 | 389,816 |
Chief Executive Officer [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | 225,799 | 180,799 |
Amount deferred | 45,000 | |
Amounts settled | (162,899) | |
Balance at ending | 62,900 | 225,799 |
Trade Vendors [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | 164,017 | |
Amount deferred | 241,255 | |
Amounts settled | (103,504) | (77,238) |
Balance at ending | $ 60,513 | $ 164,017 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | Nov. 02, 2020 | Oct. 31, 2019 | |
Balance at beginning | $ 116,907 | $ 142,205 | ||
Adoption of IFRS 16 | 276,431 | |||
Additions | 2,642,588 | 68,035 | ||
Disposals | (18,513) | |||
Interest expense on lease liabilities | 132,371 | 65,433 | ||
Payments | (512,914) | (435,197) | ||
Balance at ending | 2,360,438 | 116,907 | ||
Current | 624,935 | 100,277 | $ 355,738 | $ 129,876 |
Non-current | $ 1,735,503 | $ 16,630 |
Other Investments and Purchas_2
Other Investments and Purchase Deposits (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Reserve Quantities [Line Items] | ||
Total consideration | $ 750,000 | |
Payments for acquisition | $ 187,812 | |
High Street Capital Partners [Member] | ||
Reserve Quantities [Line Items] | ||
Total consideration | $ 3,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | $ 3,069,581 | $ 2,286,812 |
Additions | 4,318,562 | 902,224 |
Transfers | ||
Disposals | (60,266) | (119,455) |
Cost basis of assets acquired | 1,505,694 | |
Property and equipment, ending | 8,833,570 | 3,069,581 |
Accumulated amortization property and equipment, beginning | 1,917,782 | 821,895 |
Amortization for the period | 1,013,042 | 1,163,741 |
Accumulated amortization Transfer | ||
Accumulated Amortization Disposals | (33,615) | (67,854) |
Amortization of assets acquired | 193,777 | |
Accumulated amortization property and equipment, ending | 3,090,986 | 1,917,782 |
Net Book Value | 5,742,584 | 1,151,799 |
Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 15,166 | 55,960 |
Additions | 1,031 | |
Transfers | (2,061) | |
Disposals | (39,764) | |
Cost basis of assets acquired | 1,117 | |
Property and equipment, ending | 16,283 | 15,166 |
Accumulated amortization property and equipment, beginning | 15,166 | 19,701 |
Amortization for the period | 979 | 6,360 |
Accumulated amortization Transfer | (2,405) | |
Accumulated Amortization Disposals | (8,490) | |
Amortization of assets acquired | 138 | |
Accumulated amortization property and equipment, ending | 16,283 | 15,166 |
Net Book Value | ||
Production equipment and other [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 356,522 | 156,781 |
Additions | 22,939 | 215,030 |
Transfers | 2,061 | |
Disposals | (15,049) | (17,350) |
Cost basis of assets acquired | 146,756 | |
Property and equipment, ending | 511,167 | 356,522 |
Accumulated amortization property and equipment, beginning | 73,517 | 37,016 |
Amortization for the period | 77,766 | 41,397 |
Accumulated amortization Transfer | 2,405 | |
Accumulated Amortization Disposals | (7,548) | (7,301) |
Amortization of assets acquired | 52,368 | |
Accumulated amortization property and equipment, ending | 196,103 | 73,517 |
Net Book Value | 315,064 | 283,005 |
Construction in progress [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 45,075 | 476,783 |
Additions | 90,342 | |
Transfers | (45,075) | (512,719) |
Disposals | (9,331) | |
Property and equipment, ending | 45,075 | |
Accumulated amortization property and equipment, beginning | ||
Amortization for the period | ||
Accumulated amortization Transfer | ||
Accumulated Amortization Disposals | ||
Accumulated amortization property and equipment, ending | ||
Net Book Value | 45,075 | |
Leasehold improvements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 2,001,807 | 1,238,680 |
Additions | 2,255,594 | 251,355 |
Transfers | 45,075 | 512,719 |
Disposals | (1,727) | (947) |
Cost basis of assets acquired | 677,339 | |
Property and equipment, ending | 4,978,088 | 2,001,807 |
Accumulated amortization property and equipment, beginning | 1,449,248 | 638,629 |
Amortization for the period | 527,524 | 810,619 |
Accumulated amortization Transfer | ||
Accumulated Amortization Disposals | (698) | |
Amortization of assets acquired | 40,955 | |
Accumulated amortization property and equipment, ending | 2,017,029 | 1,449,248 |
Net Book Value | 2,961,059 | 552,559 |
Right-of-use assets [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 651,011 | 358,608 |
Additions | 2,040,029 | 344,466 |
Transfers | ||
Disposals | (43,490) | (52,063) |
Cost basis of assets acquired | 680,482 | |
Property and equipment, ending | 3,328,032 | 651,011 |
Accumulated amortization property and equipment, beginning | 379,851 | 126,549 |
Amortization for the period | 406,773 | 305,365 |
Accumulated amortization Transfer | ||
Accumulated Amortization Disposals | (25,369) | (52,063) |
Amortization of assets acquired | 100,316 | |
Accumulated amortization property and equipment, ending | 861,571 | 379,851 |
Net Book Value | $ 2,466,461 | $ 271,160 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Property And Equipment | ||
Amortization capitalized | $ 833,027 | $ 957,905 |
Amortization expense | $ 180,015 | $ 205,836 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill (Details) | Oct. 31, 2021 USD ($) |
IfrsStatementLineItems [Line Items] | |
Indefinite lived intangible assets and goodwill | $ 399,338 |
Grower Licenses [Member] | |
IfrsStatementLineItems [Line Items] | |
Indefinite lived intangible assets and goodwill | 154,000 |
Goodwill [member] | |
IfrsStatementLineItems [Line Items] | |
Indefinite lived intangible assets and goodwill | $ 245,338 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill (Details Narrative) | Oct. 31, 2021 USD ($) |
Intangible Assets And Goodwill | |
Net amortizable intangible assets | $ 4,997 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | 12 Months Ended | |||
Oct. 31, 2021 | Oct. 31, 2020 | |||
IfrsStatementLineItems [Line Items] | ||||
Balance - net of current portion | $ 1,365,761 | $ 753,715 | ||
Carrying amount [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Beginning Balance | 799,814 | 150,000 | ||
Additions | 1,452,056 | [1],[2],[3],[4],[5],[6] | 615,000 | |
Interest accretion | 565,506 | 260,940 | ||
Payments | (507,715) | (226,126) | ||
Reclassification to acquisition consideration payable (Notes 8, 14.4) | [2] | (100,000) | ||
Ending Balance | 2,209,661 | $ 799,814 | ||
Less: current portion | 843,900 | |||
Balance - net of current portion | $ 1,365,761 | |||
[1]On December 2, 2020, debt was issued by Grown Rogue Gardens, LLC with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date can be extended by up to six-months for a $1,000 fee per $10,000 of principal extended. The note was loaned by the former COO of the Company.[2]On February 4, 2021, a note payable for $100,000 was issued to satisfy a milestone payment due to the seller of Golden Harvests. The note is payable 12 months from the issue date and accrues interest at $2,000 per month. This note payable was reclassified to acquisition consideration payable during the year ended October 31, 2021.[3]On January 27, 2021, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.[4]On May 1, 2021, the Company assumed a note payable owed by Golden Harvests (Note 8) with a carrying value of $227,056. The note is for a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 14, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 33%.[5]On November 23, 2020, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.[6]On September 9, 2021, the Company entered into an unsecured promissory note agreement with PBIC, a related party, in the amount of $800,000 which was to be fully advanced by September 30, 2021. During the year ended October 31, 2021, $600,000 was received. This note matures on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms of the note require the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s sun-grown A-flower 2021 harvest (the “Harvest”), less 15% of such amount to account for costs of sales. The percentage will be determined by dividing 2,000 by the total volume of pounds of the Harvest, proportionate to principal proceeds. A portion of these payments will be used to pay down the outstanding principal on a monthly basis. The note will automatically terminate when the full amount of any outstanding principal plus the applicable participation payments are paid prior to the maturity date. Should the participation payments fully repay the principal amount prior to the maturity date then the note will automatically terminate. The note bears no stated rate of interest, and in the event of default, the note will bear interest at 15% per annum. The note is reported at amortized cost using an effective interest rate of approximately 1.9%. |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - Carrying amount [member] - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Accrued interest payable on long-term debt | $ 13,750 | $ 9,367 |
Interest accretion | 451,066 | $ 260,940 |
Principal repayment | 150,000 | |
Loaned by a director | $ 150,000 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |||
Effects of foreign exchange | $ 7,233 | $ (134,117) | $ 153,003 |
Payments | (512,914) | (435,197) | |
Carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning balance | 1,739,678 | 1,995,609 | |
Conversion to common shares | (1,042,951) | (37,733) | |
Interest accretion | 510,678 | 246,015 | |
Deemed extinguishment | (2,147,550) | ||
Effects of foreign exchange | (56,341) | ||
Balance after deemed extinguishment | |||
Deemed re-issuance | 2,464,241 | ||
Fair value of derivative liability | (787,264) | ||
Conversion to common shares | (75,130) | ||
Interest accretion | 146,964 | ||
Payments | (1,312,722) | (44,138) | |
Effects of foreign exchange | 105,317 | $ 35,005 | |
Ending balance |
Convertible Debentures (Detai_2
Convertible Debentures (Details 1) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Derivative Liability One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 0.24% | |
Expected life | 1 year | |
Expected volatility | 90% |
Convertible Debentures (Detai_3
Convertible Debentures (Details 2) - Oct. 31, 2021 | USD ($) | CAD ($) |
Convertible Debentures | ||
Convertible debentures, principal | $ 1,676,977 | $ 2,280,671 |
Conversion option | 787,264 | 1,070,670 |
Total | $ 2,464,241 | $ 3,351,341 |
Convertible Debentures (Detai_4
Convertible Debentures (Details 3) | 12 Months Ended |
Oct. 31, 2020 USD ($) | |
Convertible Debentures | |
Difference: carrying value of deemed prior debt and deemed reissued debt | $ 337,997 |
Replacement warrants - quantity - 6,818,182 (Note 20.4) | 346,792 |
Consideration warrants - quantity - 1,590,909 (Note 20.4) | 80,918 |
Total loss from deemed restructuring | $ 765,707 |
Convertible Debentures (Detai_5
Convertible Debentures (Details Narrative) | 12 Months Ended | |||||||
Mar. 05, 2021 shares | Oct. 31, 2021 USD ($) shares | Oct. 31, 2021 CAD ($) $ / shares shares | Oct. 31, 2020 USD ($) shares | Oct. 31, 2020 CAD ($) $ / shares shares | Oct. 31, 2019 USD ($) | Oct. 31, 2021 CAD ($) | Oct. 31, 2020 CAD ($) | |
IfrsStatementLineItems [Line Items] | ||||||||
Value of shares converted | $ 1,042,951 | $ 1,311,111 | $ 112,863 | $ 150,000 | ||||
Conversion Price | $ / shares | $ 0.125 | $ 0.125 | ||||||
Number of shares converted | shares | 10,488,884 | 10,488,884 | 1,038,095 | 1,038,095 | ||||
Original principal loan amount | $ 2,169,135 | $ 2,138,925 | $ 2,950,000 | $ 2,850,000 | ||||
Due date | Nov. 01, 2021 | Nov. 01, 2021 | ||||||
Interest rate | 8% | 8% | ||||||
Number of warrants cancelled | shares | 6,818,182 | 6,818,182 | ||||||
Number of warrants issued | shares | 2,444,444 | 6,818,182 | 6,818,182 | |||||
Derivative liability | $ | $ 787,264 | $ (132,000) | ||||||
Fair value of warrants | $ | 583,390 | 249,320 | ||||||
Unrealized gain | $ | 221,820 | |||||||
Gain on derecognition of derivative liability | $ | $ 244,572 | $ 39,500 | ||||||
Creditors [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Number of warrants issued | shares | 1,590,909 | 1,590,909 |
Members' capital (Details)
Members' capital (Details) | 12 Months Ended | |
Oct. 31, 2019 USD ($) shares | ||
Reserve Quantities [Line Items] | ||
Balance - October 31, 2018 | $ (247,605) | |
Balance - October 31, 2019 | $ (1,427,646) | |
G R Unlimited [Member] | ||
Reserve Quantities [Line Items] | ||
Beginning balance, shares | shares | 40,706,873 | [1] |
Balance - October 31, 2018 | $ 4,701,773 | |
Issued pursuant to conversion of promissory notes, shares | shares | 5,465,877 | [1] |
Issued pursuant to conversion of promissory notes | $ 1,451,400 | |
Issued in connection with Technology License Agreement, shares | shares | 6,600,000 | [1] |
Issued in connection with Technology License Agreement | $ 1,574,761 | |
Issued upon exercise of unit purchase Options, shares | shares | 4,202,429 | [1] |
Issued upon exercise of unit purchase Options | $ 1,218,784 | |
Issued pursuant to Subscription Receipts, shares | shares | 3,771,023 | [1] |
Issued pursuant to Subscription Receipts | $ 913,968 | |
Ending balance, shares | shares | 60,746,202 | [1] |
Balance - October 31, 2019 | $ 9,860,686 | |
[1]The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. |
Members_ capital (Details Narra
Members’ capital (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 05, 2021 | Jan. 14, 2021 | Apr. 30, 2021 | Apr. 30, 2021 | Jan. 31, 2018 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | Aug. 01, 2018 | |
IfrsStatementLineItems [Line Items] | |||||||||
Number of common shares issued | 10,231,784 | 600,000 | 1,953,125 | 23,162,579 | 1,153,095 | ||||
G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Number of common shares issued | 60,746,202 | 6,600,000 | |||||||
Loss on impairment | $ 1,574,761 | ||||||||
Subscription Description | GR Unlimited issued, 3,771,023 units (the “GR Units”) containing one Common Unit and one GR Unlimited purchase warrant (the “GR Warrant”) for gross proceeds of CAD$1,646,050 ($1,274,516), of which $360,818 was allocated to the GR Warrants. Upon close of the Transaction, the GR Units were automatically converted into 3,771,023 common units of GR Unlimited (3,771,023 common shares of the Company) and 3,771,023 warrants of GR Unlimited (3,771,023 warrants of the Company). | ||||||||
Two Convertible Promissory Note [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 100,000 | ||||||||
Number of common shares issued | 462,500 | ||||||||
Convertible Promissory Note [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 50,000 | ||||||||
Interest rate | 30% | ||||||||
Convertible Promissory Note [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 100,000 | ||||||||
Uncertified common units | 126.13 | ||||||||
Number of common shares issued | 485,379 | ||||||||
Accrued and unpaid interest | $ 22,438 | ||||||||
Second Convertible Promissory Note [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 50,000 | ||||||||
Uncertified common units | 89.8 | ||||||||
Convertible Promissory Notes One [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 1,000,000 | ||||||||
Uncertified common units | 1,144.15 | ||||||||
Number of common shares issued | 4,782,284 | ||||||||
Accrued and unpaid interest | $ 248,958 | ||||||||
Convertible Promissory Notes Two [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Principal amount | $ 50,000 | ||||||||
Uncertified common units | 52.06 | ||||||||
Number of common shares issued | 198,214 | ||||||||
Accrued and unpaid interest | $ 7,644 | ||||||||
Ordinary shares [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Common units, authorized | 20,000 | ||||||||
Preference shares [member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Common units, authorized | 750 | ||||||||
Common Units [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Number of common shares issued | 1,475,979 | ||||||||
Common Unit [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Number of common shares issued | 2,000,000 | ||||||||
Common Unit 1 [Member] | G R Unlimited [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Number of common shares issued | 727,250 |
Subscriptions payable (Details
Subscriptions payable (Details Narrative) | 12 Months Ended | |||||
Oct. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | Oct. 31, 2019 USD ($) | Oct. 31, 2019 CAD ($) | Oct. 31, 2018 USD ($) shares | Oct. 31, 2018 CAD ($) $ / shares shares | |
Reserve Quantities [Line Items] | ||||||
Proceeds of subscription receipts | $ 2,514,377 | |||||
Shares to be issued | 5,136 | |||||
G R Unlimited [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Proceeds of subscription receipts | $ 720,516 | $ 923,630 | ||||
Number of subscription receipts | shares | 2,099,159 | 2,099,159 | ||||
Share Price | $ / shares | $ 0.55 | |||||
Proceeds from financing | $ 554,000 | $ 735,620 |
Unit Purchase Options (Details)
Unit Purchase Options (Details) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | ||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Option Pricing Model One [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Risk-free interest rate | 1.69% | ||
Expected life | 5 months 15 days | ||
Expected volatility | [1] | 99% | |
[1]Based on the volatility of comparable publicly traded companies |
Unit Purchase Options (Details
Unit Purchase Options (Details 1) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | ||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Option Pricing Model Two [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Risk-free interest rate | 1.71% | ||
Expected life | 2 months | ||
Expected volatility | [1] | 100% | |
[1]Based on the volatility of comparable publicly traded companies |
Unit Purchase Options (Detail_2
Unit Purchase Options (Details Narrative) - CAD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
IfrsStatementLineItems [Line Items] | ||
Options, description | GR Unlimited received proceeds of CAD$649,351 ($500,000) in exchange for an option to acquire 1,475,979 common units and warrants to purchase a further 1,675,979 common units. Each warrant shall be exercisable period of two years following the date of option exercise. During the year ended October 31, 2019, GR Unlimited issued the common and units and warrants pursuant to the exercise of the option. | |
Option pricing model [member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase of option, granted | 2,727,250 | |
Aggregate amount of option | $ 54,545 | |
Option Pricing Model One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase of option, granted | 2,000,000 | |
Aggregate amount of option | $ 40,000 | |
Number of option partial exercised | 727,250 | |
Option Pricing Model Two [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Number of option partial exercised | 2,000,000 |
Share Capital (Details)
Share Capital (Details) | 12 Months Ended | |
Oct. 31, 2021 | ||
Share Capital | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 months | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Share Capital (Details Narrativ
Share Capital (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 05, 2021 USD ($) shares | Jan. 14, 2021 USD ($) shares | Apr. 30, 2021 shares | Apr. 30, 2021 USD ($) shares | Oct. 31, 2021 USD ($) shares | Oct. 31, 2021 CAD ($) shares | Oct. 31, 2020 USD ($) shares | Oct. 31, 2019 USD ($) shares | Oct. 31, 2018 shares | |
Reserve Quantities [Line Items] | |||||||||
Stock issued to employees for compensation, shares | shares | 534,294 | 534,294 | 909,386 | ||||||
Stock issued to employees for compensation | $ 95,294 | $ 76,797 | |||||||
Number of common shares issued | shares | 10,231,784 | 600,000 | 1,953,125 | 23,162,579 | 1,153,095 | ||||
Fair value of common shares | $ 1,225,000 | $ 107,461 | 916,290 | ||||||
Shares issued to partner creditor, shares | shares | 400,000 | ||||||||
Shares issued to partner creditor | $ 36,310 | 36,310 | |||||||
Fair value of Agent Warrants | $ 210,278 | ||||||||
Principal conversion amount | $ 1,042,951 | $ 1,311,111 | |||||||
Number of shares converted | shares | 10,488,884 | 10,488,884 | 1,038,095 | ||||||
Value of derivative liabilities settled with conversions allocated to equity | $ 1,833,731 | ||||||||
Number of PBIC common stock issued during the period | shares | 15,000,000 | ||||||||
Issuance cost recognized in share capital | $ 11,508 | ||||||||
Issuance cost in contributed surplus | 5,083 | ||||||||
Pproceeds from issuance of common stock | $ 1,067,744 | ||||||||
Number of common stock issued for debt conversion | shares | 1,038,095 | ||||||||
Value of common stock issued for debt conversion | $ 112,863 | ||||||||
Stock issued for long term debt, shares | shares | 115,000 | ||||||||
Stock issued for long term debt, value | $ 9,746 | ||||||||
Common units issued to service providers, shares | shares | 2,300,000 | ||||||||
Common units issued to service providers | $ 163,543 | ||||||||
Common shares outstanding | shares | 3,773,689 | ||||||||
Novicius Subco [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Share Capital description | Company assigned CAD$369,508 ($279,888) of indebtedness to Novicius Subco which was subsequently converted (the “Debt Conversion”) into 839,790 units of Novicius Subco at CAD$0.44 per unit (the “Debt Conversion Units”). Each Debt Conversion Unit was comprised of one common share of Novicius Subco (a “Debt Conversion Share”) and one Novicius Subco purchase warrant (“Novicius Subco Warrants”). In accordance with the Definitive Agreement, upon close of the Transaction, the Debt Conversion Shares were exchanged for 839,790 common shares of the Company and the 839,790 Novicius Subco Warrants were exchanged, without additional consideration or action, for the same number of warrants of the Company. Of the deemed proceeds of the Debt Conversion Units of $279,888 related to the assigned indebtedness, $200,651 were assigned to the common shares of Novicius Subco and $79,237 were allocated to the Novicius Subco Warrants. | ||||||||
Grown Rogue Canada [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Share Capital description | Grown Rogue Canada, completed a brokered private placement of 6,193,917 subscription receipts (the “Brokered Subscription Receipts”) for gross proceeds of CAD$2,725,323 ($2,064,377). The Grown Rogue Canada Shares and Grown Rogue Canada Warrants issued upon conversion of the Brokered Subscription Receipts were immediately exchanged, without additional consideration or action, for common shares and warrants of the Company upon close of the Transaction. Of the gross proceeds of $2,064,377, $584,430 was allocated to the Grown Rogue Canada Warrants. | ||||||||
Cash commissions and expenses | $ 200,567 | ||||||||
Transaction cost | $ 63,311 | ||||||||
G R Unlimited [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Number of common shares issued | shares | 60,746,202 | 6,600,000 | |||||||
Owner Of G H [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Number of common shares issued | shares | 200,000 | ||||||||
Fair value of common shares | $ 12,812 | ||||||||
Director [Member] | G R Unlimited [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Number of common shares issued | shares | 100,000 | ||||||||
Fair value of common shares | $ 33,328 | ||||||||
Director [Member] | G R Unlimited [Member] | Various Service Agreements [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Number of common shares issued | shares | 1,035,500 | ||||||||
Fair value of common shares | $ 255,360 | ||||||||
Director [Member] | G R Unlimited [Member] | Various Debt Settlement Agreements [Member] | |||||||||
Reserve Quantities [Line Items] | |||||||||
Number of common shares issued | shares | 530,818 | ||||||||
Fair value of common shares | $ 121,587 | ||||||||
Loss on debt settlement | $ 4,942 |
Warrants (Details)
Warrants (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Number of Warrants outstanding at beginning | 44,158,331 | 27,584,605 |
Weighted Average Exercise Price, Warrants outstanding at beginning | $ 0.33 | $ 0.53 |
Warrants Issued pursuant to private placement | 8,200,000 | 5,000,000 |
Weighted Average Exercise Price,Issued pursuant to private placement | $ 0.20 | $ 0.13 |
Warrants Issued pursuant to private placement | 10,000,000 | |
Weighted Average Exercise Price, Issued pursuant to private placement | $ 0.13 | |
Warrants expired | (17,183) | |
Weighted Average Exercise Price, Warrants expired | $ (14.05) | |
Warrants Cancellation of prior warrants associated with convertible debt | (6,818,182) | |
Weighted Average Exercise Price, Cancellation of prior warrants associated with convertible debt | $ 0.55 | |
Warrants Issuance of new warrants associated with convertible debt | 6,818,182 | |
Weighted Average Exercise Price, Issuance of new warrants associated with convertible debt | $ 0.16 | |
Warrants Consideration warrants for convertible debt maturity extension | 1,590,909 | |
Weighted Average Exercise Price, Consideration warrants for convertible debt maturity extension | $ 0.16 | |
Warrants Issuance pursuant to the Offering | 23,162,579 | |
Weighted Average Exercise Price, Issuance pursuant to the Offering | $ 0.30 | |
Expiration of broker warrants | (757,125) | |
Weighted Average Exercise Price, Expiration of broker warrants | $ 0.44 | |
Expiration of warrants | (17,843,998) | |
Weighted Average Exercise Price, Expiration of warrants | $ 0.55 | |
Number of Warrants outstanding at ending | 56,919,787 | 44,158,331 |
Weighted Average Exercise Price, Warrants outstanding at ending | $ 0.22 | $ 0.33 |
Warrants (Details 1)
Warrants (Details 1) | 12 Months Ended |
Oct. 31, 2021 $ / shares shares | |
IfrsStatementLineItems [Line Items] | |
Warrants Outstanding | shares | 56,919,787 |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.22 |
Remaining Contractual Life (Years) | 10 months 24 days |
Warrants [Member] | Exercise Price 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.16 |
Warrants Outstanding | shares | 8,409,091 |
Expiry Date | Nov. 01, 2021 |
Warrants [Member] | Exercise Price 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding | shares | 5,000,000 |
Expiry Date | Feb. 10, 2022 |
Remaining Contractual Life (Years) | 3 months 18 days |
Warrants [Member] | Exercise Price 3 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding | shares | 10,000,000 |
Expiry Date | May 15, 2022 |
Remaining Contractual Life (Years) | 6 months |
Warrants [Member] | Exercise Price 4 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding | shares | 8,200,000 |
Expiry Date | Feb. 05, 2023 |
Remaining Contractual Life (Years) | 1 year 3 months 18 days |
Warrants [Member] | Exercise Price 5 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.30 |
Warrants Outstanding | shares | 23,162,579 |
Expiry Date | Mar. 05, 2023 |
Remaining Contractual Life (Years) | 1 year 3 months 18 days |
Warrants [Member] | Exercise Price 6 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Warrants Outstanding | shares | 2,148,117 |
Expiry Date | Jun. 28, 2023 |
Remaining Contractual Life (Years) | 1 year 8 months 12 days |
Agent Warrants [Member] | Exercise Price 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.225 |
Warrants Outstanding | shares | 1,241,258 |
Expiry Date | Mar. 05, 2023 |
Remaining Contractual Life (Years) | 1 year 3 months 18 days |
Warrants (Details 2)
Warrants (Details 2) | 12 Months Ended |
Oct. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |
Expected dividend yield | Nil |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Expected dividend yield | Nil |
Risk-free interest rate | 0.92% |
Expected life | 2 years |
Expected life of underlying warrant | 1 year 11 months 26 days |
Expected volatility | 100% |
Warrants (Details 3)
Warrants (Details 3) | 12 Months Ended |
Oct. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |
Expected dividend yield | Nil |
Warrants One [Member] | |
IfrsStatementLineItems [Line Items] | |
Expected dividend yield | Nil |
Risk-free interest rate | 0.30% |
Expected life | 1 year 3 months 18 days |
Expected volatility | 131% |
Warrants (Details 4)
Warrants (Details 4) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Two [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 months | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 5)
Warrants (Details 5) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Three [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 6)
Warrants (Details 6) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Four [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 7)
Warrants (Details 7) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Five [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 8)
Warrants (Details 8) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Six [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 9)
Warrants (Details 9) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Seven [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 10)
Warrants (Details 10) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Eight [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.69% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 11)
Warrants (Details 11) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Nine [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 101% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 12)
Warrants (Details 12) | 12 Months Ended | |
Oct. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Ten [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.64% | |
Expected life | 4 years | |
Expected volatility | 101% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | $ 583,390 | $ 249,320 | |
Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | $ 210,278 | ||
Warrants One [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 424,645 | ||
Warrants Two [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 79,237 | ||
Warrants Three [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 152,798 | ||
Warrants Four [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 360,818 | ||
Warrants Five [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 584,430 | ||
Warrants Six [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 119,864 | ||
Warrants Seven [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 321,654 | ||
Warrants Eight [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 893,646 | ||
Warrants Nine [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 376,594 | ||
Warrants Ten [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Fair value of warrants | 193,438 | ||
Fair value of the warrants vested | $ 77,014 |
Stock Options (Details)
Stock Options (Details) - $ / shares | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Stock Options | ||
Number of stock option at beginning | 3,720,000 | 650,000 |
Exercise price at beginning | $ 0.19 | $ 0.44 |
Number of stock option, Granted to employees | 3,085,000 | 3,575,000 |
Exercise price of stock option, Granted to employees | $ 0.20 | $ 0.15 |
Number of stock option, Forfeitures by service provider | (65,000) | (150,000) |
Exercise price of stock option, Forfeitures by service provider | $ 0.15 | $ 0.44 |
Number of stock option, Forfeitures by employees | (965,000) | (355,000) |
Exercise price of stock option, Forfeitures by employees | $ 0.15 | $ 0.15 |
Number of stock option, Forfeitures by employees | (10,000) | |
Exercise price of stock option, Forfeitures by employees | $ 0.22 | |
Number of stock option at ending | 5,765,000 | 3,720,000 |
Exercise price at ending | $ 0.20 | $ 0.19 |
Stock Options (Details 1)
Stock Options (Details 1) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Options [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 0.55% | |
Expected life (years) | 4 years | |
Expected volatility | 98% |
Stock Options (Details 2)
Stock Options (Details 2) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Options One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 0.25% | |
Expected life (years) | 4 years | |
Expected volatility | 131% |
Stock Options (Details 3)
Stock Options (Details 3) | 12 Months Ended |
Oct. 31, 2021 shares | |
IfrsStatementLineItems [Line Items] | |
Number granted | 3,085,000 |
Options [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 500,000 |
Vesting terms | ½ on grant date, ½ on first anniversary of grant date |
Options One [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 1,000,000 |
Vesting terms | ½ on grant date, ½ seven months after grant date |
Options Two [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 500,000 |
Vesting terms | ½ six months after grant date, ½ on first anniversary of grant date |
Options Three [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 450,000 |
Vesting terms | ⅓ on each anniversary of grant date |
Options Four [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 400,000 |
Vesting terms | ½ on first anniversary of grant date, ½ of anniversary of grant date |
Options Five [Member] | |
IfrsStatementLineItems [Line Items] | |
Number granted | 235,000 |
Vesting terms | On first anniversary of grant date |
Stock Options (Details 4)
Stock Options (Details 4) | 12 Months Ended |
Oct. 31, 2021 shares $ / shares | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.20 |
Stock Options Outstanding | 5,765,000 |
Number exercisable | 3,512,500 |
Remaining Contractual Life (Years) | 2 years 10 months 24 days |
Options [Member] | Exercise Prices 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Stock Options Outstanding | 500,000 |
Number exercisable | 500,000 |
Remaining Contractual Life (Years) | 2 months 12 days |
Expiry period | January 2022 |
Options [Member] | Exercise Prices 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.15 |
Stock Options Outstanding | 2,190,000 |
Number exercisable | 1,912,500 |
Remaining Contractual Life (Years) | 2 years 8 months 12 days |
Expiry period | July 2024 |
Options [Member] | Exercise Prices 3 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.15 |
Stock Options Outstanding | 200,000 |
Number exercisable | 100,000 |
Remaining Contractual Life (Years) | 3 years 1 month 6 days |
Expiry period | November 2024 |
Options [Member] | Exercise Prices 4 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.15 |
Stock Options Outstanding | 500,000 |
Number exercisable | 250,000 |
Remaining Contractual Life (Years) | 3 years 1 month 6 days |
Expiry period | December 2024 |
Options [Member] | Exercise Prices 5 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.28 |
Stock Options Outstanding | 1,075,000 |
Number exercisable | 250,000 |
Remaining Contractual Life (Years) | 3 years 6 months |
Expiry period | April 2025 |
Options [Member] | Exercise Prices 6 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.16 |
Stock Options Outstanding | 1,300,000 |
Number exercisable | 500,000 |
Remaining Contractual Life (Years) | 3 years 7 months 6 days |
Expiry period | May 2025 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - Options [Member] | 12 Months Ended | |||
Oct. 31, 2021 USD ($) shares | Oct. 31, 2021 CAD ($) shares | Oct. 31, 2020 USD ($) shares | Oct. 31, 2020 CAD ($) shares | |
IfrsStatementLineItems [Line Items] | ||||
Number of options granted | 3,085,000 | 3,085,000 | 3,575,000 | 3,575,000 |
Fair value of options granted | $ 272,918 | $ 343,034 | $ 240,079 | $ 432,922 |
Changes in Non-Cash Working C_3
Changes in Non-Cash Working Capital (Details) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Changes In Non-cash Working Capital | |||
Accounts receivable | $ (412,060) | $ (37,698) | $ 119,473 |
Inventory & biological assets | (1,359,567) | 142,454 | 360,780 |
Prepaid expenses and other assets | (196,261) | 14,158 | 211,982 |
Accounts payable and accrued liabilities | (294,846) | (133,516) | (894,654) |
Interest payable | 4,383 | (46,462) | (135,265) |
Unearned revenue | (35,000) | 35,000 | |
Deferred rent | (10,494) | ||
Income taxes payable | 137,131 | ||
Total | $ (2,131,714) | $ (96,064) | $ (302,684) |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosure (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Interest paid | $ 168,924 | $ 228,224 | $ 310,217 |
Fair value of common shares issued & issuable for services | 133,826 | 240,340 | 255,360 |
Fair value of common shares issued as settlement of debt | $ 121,587 | ||
Fair value of common shares issued to Golden Harvests | 109,564 | ||
Conversion of notes payable to common units | $ 1,342,400 | ||
Fair value of common shares issued to Golden Harvests creditor | 36,310 | ||
Right-of-use assets acquired through leases | 2,642,588 | 68,035 | 62,516 |
Conversion of debenture into common shares | 916,290 | 112,863 | |
Derivative liability recognized as contributed surplus upon debenture conversion | $ 1,833,731 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Salaries and consulting fees | $ 875,058 | $ 577,774 | $ 425,412 |
Share-based compensation | 70,040 | 60,929 | 33,083 |
Stock option expense | 64,436 | 144,639 | |
Total | $ 1,009,534 | $ 783,342 | $ 458,495 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - Debt 1 [Member] - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | $ 368,960 | |
Borrowed | 150,000 | 300,000 |
Interest | 239,284 | 130,472 |
Payments | (201,260) | (61,512) |
Balance at ending | 556,984 | 368,960 |
Chief Executive Officer [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | 61,493 | |
Borrowed | 50,000 | |
Interest | 37,589 | 21,745 |
Payments | (33,543) | (10,252) |
Balance at ending | 65,539 | 61,493 |
Senior V P O F G R U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | 122,987 | |
Borrowed | 100,000 | |
Interest | 75,178 | 43,491 |
Payments | (67,087) | (20,504) |
Balance at ending | 131,078 | 122,987 |
Director [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | 184,480 | |
Borrowed | 150,000 | |
Interest | 112,767 | 65,236 |
Payments | (100,630) | (30,756) |
Balance at ending | 196,617 | 184,480 |
Chief Operating Officer [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at beginning | ||
Borrowed | 150,000 | |
Interest | 13,750 | |
Payments | ||
Balance at ending | $ 163,750 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) | 12 Months Ended |
Oct. 31, 2021 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Subscription amount | $ | $ 825,000 |
Shares | 6,600,000 |
Warrants | 6,600,000 |
Chief Operating Officer [Member] | |
IfrsStatementLineItems [Line Items] | |
Subscription amount | $ | $ 125,000 |
Shares | 1,000,000 |
Warrants | 1,000,000 |
Chief Financial Officer [Member] | |
IfrsStatementLineItems [Line Items] | |
Subscription amount | $ | $ 250,000 |
Shares | 2,000,000 |
Warrants | 2,000,000 |
Chief Executive Officer [Member] | |
IfrsStatementLineItems [Line Items] | |
Subscription amount | $ | $ 200,000 |
Shares | 1,600,000 |
Warrants | 1,600,000 |
P B I C [Member] | |
IfrsStatementLineItems [Line Items] | |
Subscription amount | $ | $ 250,000 |
Shares | 2,000,000 |
Warrants | 2,000,000 |
Related Party Transactions (D_4
Related Party Transactions (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 05, 2021 USD ($) shares | Feb. 05, 2021 shares | Jan. 14, 2021 shares | Apr. 30, 2021 USD ($) shares | Apr. 30, 2021 shares | Oct. 31, 2021 USD ($) shares | Oct. 31, 2020 USD ($) shares | Oct. 31, 2021 CAD ($) | |
IfrsStatementLineItems [Line Items] | ||||||||
Lease liability | $ 1,735,503 | $ 16,630 | ||||||
Related party expenses | $ 58,020 | $ 59,500 | ||||||
Accounts payable and accrued liabilities | $ 442,422 | |||||||
Loan description | Pursuant to the loan and related agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% ownership interests in GR Michigan LLC, respectively; third parties obtained 4% as part of the agreements, such that GR Michigan has a 13% non-controlling interest (Note 31.3). These parties, except the CEO, obtained the same interests in Canopy Management, LLC; the CEO obtained 92.5% of Canopy Management (Note 31.4). | |||||||
Number of common shares issued | shares | 10,231,784 | 600,000 | 1,953,125 | 23,162,579 | 1,153,095 | |||
Fair value of shares | $ 349,809 | |||||||
Proceeds from issuance of stock | $ 394,546 | |||||||
Number of PBIC common stock issued | shares | 2,444,444 | |||||||
Number of warrants issued | shares | 2,444,444 | 6,818,182 | ||||||
Individuals [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Accounts payable and accrued liabilities | $ 1,154 | $ 1,946 | ||||||
Chief Executive Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Leased Equipment | 33,260 | |||||||
Payment for vehicles and equipment | 17,802 | |||||||
Leases liabilities payable | 1,003,373 | 39,479 | ||||||
Royalties | $ 19,035 | $ 19,972 | ||||||
Individuals [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock options granted | shares | 500,000 | |||||||
Chief Financial Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock options granted | shares | 750,000 | |||||||
Chief Market Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock options granted | shares | 750,000 | |||||||
Chief Accounting Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock options granted | shares | 250,000 | |||||||
Chief Operating Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock options granted | shares | 500,000 | |||||||
Director [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Stock issued for compensation, shares | shares | 100,908 | 1,200,000 | ||||||
Stock issued for compensation, value | $ 14,187 | $ 82,094 | ||||||
Directors fees | 18,000 | 18,000 | ||||||
Key Management Personnel [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Accounts payable and accrued liabilities | 1,199,826 | 441,424 | ||||||
Trail [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Lease charges | 73,000 | 77,000 | ||||||
Lease liability | 242,228 | 12,532 | ||||||
Lars [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Lease charges | $ 60,000 | |||||||
Lease liability | $ 727,885 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Financial Instruments | ||
Cash | $ 1,114,033 | $ 217,788 |
Accounts Receivable | 739,248 | 172,121 |
Total | $ 1,853,281 | $ 389,909 |
Financial Instruments (Details
Financial Instruments (Details 1) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
IfrsStatementLineItems [Line Items] | ||
Total accounts receivable | $ 739,248 | $ 172,121 |
Advance receivable [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Current | 140,746 | 59,235 |
Total trade accounts receivable | 659,009 | 119,939 |
Other receivables | 80,239 | 60,182 |
Total accounts receivable | 739,248 | 172,121 |
Advance receivable [Member] | One To Thirty [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Current | 423,153 | 49,204 |
Advance receivable [Member] | Thirty One Days Older [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Current | $ 95,110 | $ 3,500 |
Financial Instruments (Detail_2
Financial Instruments (Details 2) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Financial Instruments | ||
Cash | $ 1,114,033 | $ 217,788 |
Current assets excluding cash | 5,591,653 | 1,616,987 |
Total current assets | 6,705,686 | 1,834,775 |
Current liabilities | (3,862,460) | (1,799,104) |
Working capital | $ 2,843,226 | $ 35,671 |
Financial Instruments (Detail_3
Financial Instruments (Details 3) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
IfrsStatementLineItems [Line Items] | ||
Lease liabilities | $ 1,735,503 | $ 16,630 |
Business acquisition consideration payable | 358,537 | |
Interest payable | 13,750 | 9,367 |
Income tax | 254,631 | |
Year 1 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Accounts payable and accrued liabilities | 1,766,707 | |
Lease liabilities | 624,935 | |
Debt | 843,900 | |
Business acquisition consideration payable | 358,537 | |
Interest payable | 13,750 | |
Income tax | 254,631 | |
Total | 3,862,460 | |
Years 2 To 3 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Accounts payable and accrued liabilities | 123,413 | |
Lease liabilities | 965,123 | |
Debt | 1,365,761 | |
Business acquisition consideration payable | ||
Interest payable | ||
Income tax | ||
Total | 2,454,297 | |
Over 3 Years To 5 Years [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Accounts payable and accrued liabilities | ||
Lease liabilities | 728,878 | |
Debt | ||
Business acquisition consideration payable | ||
Interest payable | ||
Income tax | ||
Total | 728,878 | |
Over 5 Years [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Accounts payable and accrued liabilities | ||
Lease liabilities | 41,502 | |
Debt | ||
Business acquisition consideration payable | ||
Interest payable | ||
Income tax | ||
Total | $ 41,502 |
Financial Instruments (Detail_4
Financial Instruments (Details 4) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 |
IfrsStatementLineItems [Line Items] | ||||
Cash | $ 1,114,033 | $ 217,788 | $ 74,926 | $ 826,643 |
Accounts receivable | 739,248 | 172,121 | ||
Interest payable | 13,750 | 9,367 | ||
Business acquisition consideration payable | 358,537 | |||
Level 1 of fair value hierarchy [member] | Financial assets at amortised cost, class [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Cash | 1,114,033 | |||
Marketable securities | ||||
Level 1 of fair value hierarchy [member] | F V T P L [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Cash | ||||
Marketable securities | 610,092 | |||
Level 2 of fair value hierarchy [member] | Financial liabilities at amortised cost, class [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts payable and accrued liabilities | 1,890,120 | |||
Debt | 2,209,661 | |||
Interest payable | 13,750 | |||
Business acquisition consideration payable | 358,537 | |||
Level 2 of fair value hierarchy [member] | F V T P L [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts payable and accrued liabilities | ||||
Debt | ||||
Interest payable | ||||
Level 2 of fair value hierarchy [member] | Financial assets at amortised cost, class [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts receivable | 739,248 | |||
Level 2 of fair value hierarchy [member] | F V T P L [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Accounts receivable |
Financial Instruments (Detail_5
Financial Instruments (Details Narrative) | 12 Months Ended | ||
Oct. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | Oct. 31, 2021 CAD ($) | |
Financial Instruments | |||
Accounts payable and accrued liabilities | $ 442,422 | ||
Allowance for doubtful accounts | $ 48,744 | $ 7,425 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Office, banking, travel, and overheads | $ 1,158,975 | $ 269,496 | $ 835,619 |
Professional services | 767,050 | 794,154 | 1,887,034 |
Salaries and benefits | 2,057,225 | 1,132,771 | 1,938,022 |
Total | $ 3,983,250 | $ 2,196,421 | $ 4,660,675 |
Acquisition Costs (Details Narr
Acquisition Costs (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |||
Acquisition costs | $ 126,202 | ||
Warrants issued | 2,148,177 | ||
Fair value of vested warrants | $ 77,014 | ||
Letter Of Intent [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Property and other assets for aggregate consideration | 3,000,000 | ||
Acquisition costs | $ 49,188 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income (loss) before income taxes | $ (864,202) | $ (2,356,488) | $ (9,476,934) |
Effective income tax rate (%) | 27.25% | 27.25% | 27.25% |
Expected income tax (recovery) | $ (235,495) | $ (642,143) | $ (2,582,166) |
Loss (income) related to entities taxed as partnerships | 1,056 | ||
Temporary differences related to inventory valuation | 124,590 | (124,590) | (142,025) |
Temporary differences related to start-up costs | (196,978) | (196,978) | 99,029 |
Temporary differences related to Transaction costs | (2,217,730) | (1,927,848) | 320,709 |
Non-deductible expenses | (42,264) | (248,392) | 1,059,283 |
Permanent difference for loss (income) related to entities taxed as corporations | (369,512) | ||
Permanent difference for loss (income) related to entities taxed as partnerships | (6,749) | ||
Temporary differences related to cost of goods sold | 172,517 | ||
Unrealized gain on biological assets | (134,720) | ||
Share issuance costs | (13,457) | ||
Losses and other deductions for which no benefit has been recognized | 3,093,625 | 3,139,951 | 1,220,830 |
Income tax expense | $ 150,543 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Deferred Tax Assets | ||
Start-up costs | $ 196,978 | $ 196,978 |
Inventory | (124,590) | 124,590 |
Biological asset fair value adjustment | ||
Net operating loss carry-forwards | 2,503,436 | 1,369,512 |
Share issuance costs | ||
IFRS Adjustments | (209,847) | 28,254 |
Amortization/Depreciation expenses | 474,689 | 351,345 |
Transaction costs | 965,356 | 919,825 |
Technology impairment | 429,122 | 429,122 |
Debt restructure | 125,953 | 125,953 |
Various derivative and unrealized gain/loss | 432,457 | 73,350 |
Allowance for doubtful accounts | ||
Gross deferred tax assets before tax not recognized | 4,793,553 | 3,618,929 |
Deferred taxes not recognized | (4,793,553) | (3,618,929) |
Net deferred tax assets |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |||
Non-current assets other than financial instruments | $ 6,891,922 | $ 1,156,796 | |
Net revenue | 9,378,673 | 4,239,604 | $ 3,924,983 |
Gross profit (loss) | 6,100,468 | 1,845,697 | 852,599 |
Oregon [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets other than financial instruments | 3,912,430 | 757,480 | |
Net revenue | 5,152,286 | 3,846,223 | 3,924,983 |
Gross profit (loss) | 2,325,304 | 1,723,483 | 852,599 |
Michigan [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets other than financial instruments | 2,979,492 | 399,316 | |
Net revenue | 3,882,332 | ||
Gross profit (loss) | 3,585,462 | ||
Other [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Non-current assets other than financial instruments | |||
Net revenue | 344,055 | 393,381 | |
Gross profit (loss) | $ 189,702 | $ 122,214 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Balance, beginning of period | $ (33,383) | $ 19,538 |
Elimination of GRD Cali, LLC non-controlling interest | 22,128 | |
Non-controlling interest's 40% share of GRD Cali, LLC | (36,366) | |
Non-controlling interest's 40% share of Idalia, LLC | (4,092) | (129) |
Non-controlling interest's 13% share of GR Michigan, LLC | 5,743 | (38,554) |
Non-controlling interest's 100% share of Canopy Management, LLC | 2,065,718 | |
Balance, end of period | $ 2,033,986 | $ (33,383) |
Non-Controlling Interests (De_2
Non-Controlling Interests (Details 1) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Reserve Quantities [Line Items] | ||
Current assets | $ 6,705,686 | $ 1,834,775 |
Current liabilities | 3,862,460 | 1,799,104 |
G R D Cali L L C [Member] | ||
Reserve Quantities [Line Items] | ||
Net loss for the year | 90,914 | |
Idalia L L C [Member] | ||
Reserve Quantities [Line Items] | ||
Net loss for the year | 10,230 | 322 |
Non-current assets | 10,230 | |
G R Michigan L L C [Member] | ||
Reserve Quantities [Line Items] | ||
Net loss for the year | 48,867 | 296,570 |
Non-current assets | 603,895 | |
Current assets | 1,453 | 74,961 |
Current liabilities | 489,266 | |
Non-current liabilities | 68,994 | |
Canopy Management [Member] | ||
Reserve Quantities [Line Items] | ||
Net loss for the year | 2,196,479 | |
Non-current assets | 4,023,521 | |
Current assets | 3,093,330 | |
Current liabilities | 1,708,330 | |
Non-current liabilities | 1,225,804 | |
Advances from parent | $ 530,020 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||
Dec. 09, 2021 USD ($) shares | Sep. 09, 2021 USD ($) | Feb. 05, 2021 USD ($) | Jul. 31, 2022 USD ($) shares | Oct. 31, 2021 USD ($) | Jul. 31, 2022 $ / shares | |
IfrsStatementLineItems [Line Items] | ||||||
Shares issued for services, shares | shares | 529,335 | |||||
Shares issued for services, value | $ 59,796 | |||||
Number of options acquired | shares | 605,000 | |||||
Exercise Price | $ / shares | $ 0.15 | |||||
Options forfeited or expired | shares | 1,460,000 | |||||
Number of common stock issued | shares | 1,300,000 | |||||
Proceeds from private placement | $ 13,166,400 | |||||
Note payable issued for settlement of cash portion of business acquisition consideration payable | $ 360,000 | |||||
Unsecured Promissory Notes [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Principal Amount | $ 800,000 | |||||
Gain on debt settlement | $ 449,684 | |||||
High Street Capital Partners [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Consideration of common stock acquired | $ 3,000,000 |