Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | TOWER ONE WIRELESS CORP. |
Entity Central Index Key | 1,579,026 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 70,125,698 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,017 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 284,225 | $ 9,864 |
Amounts receivable | 90,940 | |
Prepaid expenses and deposits | 121,864 | 114,032 |
Total current assets | 497,029 | 123,896 |
Other | 14,436 | |
Intangible asset | 1,922,883 | |
Equipment | 2,866,696 | 248,478 |
Total assets | 5,301,044 | 372,374 |
Current Liabilities | ||
Bank indebtedness | 48,096 | |
Accounts payable and accrued liabilities | 904,342 | 70,406 |
Deferred revenue | 4,210 | 4,480 |
Due to related parties | 615,522 | |
Loans from related parties | 1,340,650 | |
Total current liabilities | 2,297,298 | 690,408 |
Deferred income tax liability | 588,824 | |
Total Lliabilities | 2,886,122 | 690,408 |
Shareholders' Equity (Deficiency) | ||
Share capital | 10,635,886 | 4,300 |
Subscriptions received | 170,000 | |
Contributed surplus | 1,344,884 | |
Non-controlling interest | 188,156 | |
Deficit | (9,896,705) | (313,155) |
Accumulated other comprehensive loss | (27,299) | (9,179) |
Total shareholders' equity (deficiency) | $ 2,414,922 | $ (318,034) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Profit or loss [abstract] | |||
Revenues | $ 200,498 | $ 19,403 | |
Expenses | |||
Advertising and promotion | 1,199,150 | ||
Amortization | 94,468 | 3,440 | |
Bank charges and interest | 380,864 | 4,491 | |
Maintenance | 72,579 | ||
Office and miscellaneous | 128,184 | 60,113 | |
Permits and licenses | 41,901 | 2,046 | |
Professional fees | 1,710,312 | 204,561 | 21,151 |
Share-based compensation | 3,693,799 | ||
Supplies | 115,424 | ||
Travel | 333,366 | 29,631 | |
Wages and benefits | 72,011 | 7,125 | |
Total Expenses | 7,842,058 | 311,407 | |
Loss before other income | (7,641,560) | (292,004) | (21,151) |
Other Expenses | |||
Impairment of investments | (461,360) | ||
Listing expense | (1,144,167) | ||
Allowance for advances receivable | (286,289) | ||
Write-off of VAT receivable | (435,301) | ||
Total other income (expenses) | (2,327,117) | ||
Net loss before income taxes | (9,968,677) | (292,004) | (21,151) |
Deferred income tax recovery | 105,000 | ||
Net loss | (9,863,677) | (292,004) | (21,151) |
Item that will be reclassified to profit or loss: | |||
Foreign exchange translation adjustment | (18,120) | (9,179) | |
Net and Comprehensive loss | (9,881,797) | (301,183) | |
Net loss attributable to: | |||
Shareholders of the Company | 9,583,550 | (292,004) | (21,151) |
Non-controlling interest | 280,127 | ||
Net loss | (9,863,677) | (292,004) | (21,151) |
Other comprehensive loss attributable to: | |||
Shareholders of the Company | 11,592 | (9,179) | |
Non-controlling interest | 6,528 | ||
Total other comprehensive loss | $ 18,120 | $ (9,179) | |
Loss per common share - basic and diluted | $ (0.16) | $ (29.20) | $ (2.12) |
Weighted average number of common shares outstanding | 58,115,156 | 10,000 | 10,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - CAD ($) | Number of Common shares [Member] | Subscriptions Received [Member] | Contributed surplus [Member] | Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Deficiency Attributable to Shareholders of the Company [Member] | Non-controlling Interests | Total |
Balance at Dec. 31, 2015 | $ 4,300 | $ (21,151) | $ (16,851) | $ (16,851) | ||||
Balance, shares at Dec. 31, 2015 | 10,000 | |||||||
Statement Line Items [Line Items] | ||||||||
Share-based compensation | ||||||||
Net loss | (292,004) | |||||||
Comprehensive loss | (292,004) | (9,179) | (301,183) | (301,183) | ||||
Balance at Dec. 31, 2016 | $ 4,300 | $ (313,155) | $ (9,179) | $ (318,034) | $ (318,034) | |||
Balance, shares at Dec. 31, 2016 | 10,000 | |||||||
Statement Line Items [Line Items] | ||||||||
Derecognition of Tower Three shares | (10,000) | |||||||
Shares issuance to Tower Three shareholders | 30,000,000 | |||||||
Recognition of shares issued to Tower One shareholders | $ 1,010,383 | $ 1,010,383 | $ 1,010,383 | |||||
Recognition of shares issued to Tower One shareholders, shares | 6,735,885 | |||||||
Shares issued to Rojo (Note 9) | $ 175,000 | 175,000 | 175,000 | |||||
Shares issued to Rojo (Note 9), shares | 500,000 | |||||||
Shares issued for Evotech (Note 4) | $ 480,000 | 480,000 | 480,000 | |||||
Shares issued for Evotech (Note 4), shares | 1,500,000 | |||||||
Acquisition of Evotech (Note 4) | 509,524 | 509,524 | ||||||
Shares issued for services (Note 9) | $ 340,000 | 340,000 | 340,000 | |||||
Shares issued for services (Note 9), shares | 1,000,000 | |||||||
Shares issued for cash, net | $ 2,092,651 | 142,319 | 2,234,970 | 2,234,970 | ||||
Shares issued for cash, net, shares | 15,484,912 | |||||||
Share subscriptions received | 170,000 | 170,000 | 170,000 | |||||
Share subscriptions received shares | ||||||||
Share-based compensation | 3,917,778 | 3,917,778 | 3,693,799 | |||||
Exercise of warrants | $ 1,132,340 | 1,132,340 | 1,132,340 | |||||
Exercise of warrants, shares | 3,774,466 | |||||||
Exercise of options | $ 5,401,212 | (2,715,213) | 2,685,999 | 2,685,999 | ||||
Exercise of options, shares | 11,130,435 | |||||||
Net loss | (9,583,550) | (9,583,550) | (280,127) | (9,863,677) | ||||
Comprehensive loss | (18,120) | (18,120) | (41,241) | (59,631) | ||||
Balance at Dec. 31, 2017 | $ 10,635,886 | $ 170,000 | $ 1,344,884 | $ (9,896,705) | $ (27,299) | $ 2,226,767 | $ 188,156 | $ 2,414,922 |
Balance, shares at Dec. 31, 2017 | 70,125,698 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (9,863,677) | $ (292,004) | $ (21,151) |
Items not affection cash: | |||
Accretion expense | 219,990 | ||
Allowance for VAT | 435,301 | ||
Amortization | 94,468 | 3,440 | |
Foreign exchange | 389,720 | ||
Impairment of investments | 292,538 | ||
Income tax recovery | (105,000) | ||
Listing expense | 1,144,167 | ||
Share-based compensation | 3,693,799 | ||
Shares issued for services | 340,000 | ||
Total items not affection cash | (3,358,694) | (288,564) | (21,151) |
Changes in non-cash working capital item: | |||
Accounts payable and accrued liabilities | (1,262,924) | 68,363 | |
Amounts receivable | (526,241) | ||
Deferred revenue | 4,350 | ||
Due to related parties | (32,841) | 21,151 | |
Other | (14,436) | ||
Prepaid expenses | (7,832) | (110,723) | |
Net cash provided by operating activities | (5,170,127) | (359,415) | 21,151 |
Cash flows from investing activities | |||
Cash paid for acquisitions | (466,260) | ||
Cash received from acquisitions (net) | 1,382,859 | ||
Equipment | (2,887,196) | (244,708) | |
Net cash provided by investing activities | (1,970,597) | (244,708) | |
Cash flows from financing activities | |||
Advances from related parties | 579,187 | ||
Shares issued for cash, net | 3,367,310 | ||
Subscriptions received | 170,000 | ||
Stock options exercised | 2,686,000 | ||
Loans received | 1,317,225 | 34,800 | |
Loans repaid | (125,450) | ||
Net cash provided by financing activities | 7,415,085 | 613,987 | |
Change in cash | 274,361 | 9,864 | |
Cash, beginning | 9,864 | ||
Cash, ending | $ 284,225 | $ 9,864 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Nature of operations and going concern [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | 1. NATURE OF OPERATIONS AND GOING CONCERN Tower One Wireless Corp. (formerly Pacific Therapeutics Ltd.) (“Tower One” or the “Company") was incorporated under the laws of the Province of British Columbia, Canada on September 12, 2005. On October 14, 2011, the Company became a reporting issuer in British Columbia and was approved by the Canadian Securities Exchange (“CSE”) and commenced trading on November 16, 2011. The Company’s registered office is located at Suite 605, 815 Hornby Street, Vancouver, BC, Canada V6Z 2E6. On January 17, 2017, Tower One completed a Share Exchange Agreement (the “Agreement”) with Tower Three SAS (“Tower Three”) and the shareholders of Tower Three. According to the Agreement, Tower One acquired Tower Three by issuing shares which resulted in the shareholders of Tower Three obtaining control of the Company (the “Acquisition”). Accordingly, this transaction was recorded as a reverse acquisition for accounting purposes, with Tower Three being identified as the accounting acquirer. These consolidated financial statements are a continuation of the financial statements of Tower Three while the capital structure is that of the Company. The historical operation assets and liabilities of Tower Three are included in this consolidated financial statements and the comparative figures as at and for the year ended December 31, 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three. Tower Three was incorporated on December 30, 2015 under the laws of Colombia. Tower Three has secured 4G LTE cellular tower development contracts in Colombia. The Company focuses primarily on building cellular towers in municipalities where there currently is very limited or no cellular coverage. See Note 3. On March 31, 2017, the Company acquired a 65% ownership interest in Evolution Technology SA ("Evotech"). Evotech is a private company incorporated under the laws of Argentina. Evotech's intended business is to obtain rights and permits for approval of constructing cellular towers in various locations in Argentina. See Note 4. On October 18, 2017, the Company acquired a 70% ownership interest in Tower Construction & Technical Services, Inc. ("TCTS"). TCTS is a private company incorporated in Florida, USA. See Note 5. These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, and accordingly, do not purport to give effect to adjustments which may be required should the Company be unable to achieve the objectives above as a going concern. The net realizable value of the Company’s assets may be materially less than the amounts recorded in these consolidated financial statements should the Company be unable to realize its assets and discharge its liabilities in the normal course of business. At December 31, 2017, the Company had an accumulated deficit of $9,896,705 which has been funded primarily by the raising of equity funding and loans. Ongoing operations of the Company are dependent upon the Company’s ability to generate sufficient revenues in the future, receive continued financial support and complete equity financings. These factors raise significant doubt about the Company’s ability to continue as a going concern. |
STATEMENT OF COMPLIANCE AND BAS
STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Statement of compliance and basis of presentation [Abstract] | |
STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION | 2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (a) Statement of Compliance These consolidated financial statements of the Company for the years ended December 31, 2017, 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 30, 2018. (b) Basis of Presentation and Consolidation These consolidated financial statements were prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The consolidated financial statements as at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three SAS. For the year ended December 31, 2017, the consolidated financial statements include the following entities: Entites Location Percentage of ownership Functional currency Tower One Canada 100% Canadian dollars Tower Three Colombia 100% Colombian Peso Innervision Colombia 90% Colombian Peso Evotech Argentina 65% Argentina Peso Tower 3 SAS Argentina 100% Argentina Peso TCTS USA 70% US dollars All significant inter-company balances and transactions have been eliminated on consolidation. (c) Use of Estimates and Judgments The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant areas requiring the use of management estimates include the following: (i) Valuation of listing expense The determination of listing expense involves extensive estimates on the value of shares and the fair values of assets and liabilities at the date of the transaction. (ii) Intangible Assets – useful lives The Company record intangible assets purchased in a business combination at their fair value. Determining fair value requires management to use estimates that could be material. Following initial recognition, the Company carries the value of intangible assets at cost less accumulated amortization and any accumulated impairment losses. Amortization is recorded on a straight-line basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of the intangible assets resulting in a change in related amortization expense. (iv) Inputs into Black-Scholes model The Company has applied estimates with respect to the valuation of shares issued for non-cash consideration. Shares are valued first at the fair value of services received, and if this not readily determinable, at the fair value of the equity instruments granted at the date the Company receives the goods or services. The Company measures the cost of equity-settled transactions with employees by reference to the fair value of services performed, and if the fair value of the services performed is not readily determinable, at the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the fair value of the underlying common shares, the expected life of the share option, volatility and dividend yield. The fair value of the underlying common shares is assessed as the quoted market price on grant date. The assumptions and models used for estimating fair value for share-based payment transactions are discussed in Note 9. Actual results may differ from these estimates and assumptions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. (v) Useful lives of Equipment Amortization is recorded on a declining balance basis based upon management’s estimate of the useful life and residual value. The estimates are reviewed at least annually and are updated if expectations change as a result of the physical condition, technical obsolescence or legal and other limits to use. A change in the useful life or residual value will impact the reported carrying value of towers and equipment resulting in a change in related amortization expense. Use of Judgments Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments with a significant risk of material adjustment in the year: (i) Going concern The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern. Further information regarding going concern is outlined in Note 1. (ii) Income taxes The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the consolidated financial statements. (iii) Determination of control in business acquisitions The determination of the acquirer in business acquisitions is subject to judgment and requires the Company to determine which party obtains control of the combining entities. Management applies judgment in determining control by assessing the following three factors: whether the Company has power; whether the Company has exposure or rights to variable returns; and whether the Company has the ability to use its power to affect the amount of its returns. In exercising this judgment, management reviewed the representation on the Board of Directors and key management personnel, the party that initiated the transaction, and each of the entities’ activities. The assessment of whether an acquisition constitutes a business is also subject to judgment and requires the Company to review whether the acquired entity contains all three elements of a business, including inputs, processes and the ability to create output. (iv) Intangible Assets – impairment The application of the Company’s accounting policy for intangible assets expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available. (v) Classification of lease agreements Management uses judgment in determining whether a lease is a finance lease arrangement that transfers substantially all the risks and rewards of ownership. (vi) Impairment of Equipment At the end of each reporting period, management makes a judgment whether there are any indications of impairment of its equipment. If there are indications of impairment, management performs an impairment test on a cash-generating unit basis. The impairment test compares the recoverable amount of the asset to its carrying amount. The recoverable amount is the higher of the asset’s value in use (present value of the estimated future cash flows) and its estimated fair value less costs of disposal. (vii) Determination of functional currency The determination of the functional currency for the Company and its subsidiaries was based on management's judgment of the underlying transactions, events and conditions relevant to each entity. |
REVERSE ACQUISITION AND LISTING
REVERSE ACQUISITION AND LISTING EXPENSE | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of reverse acquisition and listing expense [Abstract] | |
REVERSE ACQUISITION AND LISTING EXPENSE | 3. REVERSE ACQUISITION AND LISTING EXPENSE On January 17, 2017, the Company completed the transactions described in Note 1 by issuing 30,000,000 common shares to the shareholders of Tower Three. For accounting purposes, the Acquisition is considered to be outside the scope of IFRS 3 Business Combinations Share-based Payment Since the share and share based consideration allocated to the former shareholders of the Company on closing the Acquisition is considered within the scope of IFRS 2 Share-Based Payment The Company is deemed to have issued 6,735,885 common shares of Tower Three at $0.15 per common share for a fair value of $1,010,383, which is included as consideration to the former shareholders of the Company. The $0.15 value for the above-mentioned shares was based on the fair value from the concurrent private placement. The fair value of all the consideration given and charged to listing expense was comprised of: $ Fair value of share based consideration allocated: Deemed share issuance 1,010,383 Identifiable net obligations assumed: Cash and cash equivalent (1,378,183) Subscriptions received for private placement 1,602,257 Other assets (230,097) Liabilities 139,807 133,784 Total listing expense 1,144,167 |
ACQUISITION OF EVOLUTION TECHNO
ACQUISITION OF EVOLUTION TECHNOLOGY SA | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of acquisition of evolution technology sa [Abstract] | |
ACQUISITION OF EVOLUTION TECHNOLOGY SA | 4. ACQUISITION OF EVOLUTION TECHNOLOGY SA On March 30, 2017, the Company entered into a Share Purchase Offer Agreement with the shareholders of Evolution Technology SA (“Evotech”) to acquire a 65% ownership interest. Since its incorporation on March 10, 2016, Evotech has obtained various permits for constructing cellular towers and also has a master lease agreement with a major telecom carrier in Argentina. To obtain the 65% ownership interest, the Company paid US$350,000 to the original shareholders of Evotech and transferred US$400,000 to Evotech for operating expenses. The Company also issued 1,500,000 common shares with a fair value of $480,000 to the shareholders of Evotech. In addition, the Company is committed to contribute the funds necessary for Evotech to construct 50 towers, or a lower number of towers to be agreed between the parties, for up to a total maximum amount of US$3,500,000. The original shareholders of Evotech have the option to exchange all and not less than all of the remaining 35% ownership interest in Evotech for 7,000,000 common shares of the Company on or before June 30, 2018 if Evotech constructs 50 towers. The Company determined that the acquisition of Evotech constituted a business combination as Evotech has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting. As part of the acquisition of Evotech, the Company has acquired Evotech’s master lease agreement, which has been recorded as an intangible asset. The Company has determined that the useful life of this intangible asset is 25 years, and accordingly, the Company recorded an amortization expense of $59,471 during the year ended December 31, 2017. The following table presents the allocation of the consideration to the fair value of assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition: $ Cash 4,676 Due from shareholders 6,490 Construction in progress 163,529 Master lease 1,982,354 Less: liabilities assumed Accounts payable (7,440) Deferred income tax liability (693,824) Net assets of Evotech 1,455,785 Net assets attributed to non-controlling interest (509,524) Total consideration 946,260 |
ACQUISITION OF TOWER CONSTRUCTI
ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of acquisition of tower construction & technical services, inc. [Abstract] | |
ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. | 5. ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. On October 18, 2017, the Company entered into an Escrow Agreement with the shareholders of TCTS to acquire a 70% ownership interest in TCTS. To obtain the 70% ownership interest, the Company committed to operate the business, manage its financial affairs. No cash or equity consideration was provided for this acquisition. The Company determined that the acquisition of TCTS constituted a business combination as it has inputs, processes and outputs. As such the Company has applied the acquisition method of accounting. The following table presents assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition: $ Liabilities assumed: Bank indebtedness (52,042) Accounts payable (5,201) Due to related parties (127,655) Net liabilities of TCTS (184,898) Net liabilities attributed to non-controlling interest - Excess of net liabilities over consideration paid 184,898 The excess of net liabilities over consideration paid was written off to loss on investments as the future profitability of TCTS is uncertain. The accounting for this business combination has not yet been finalized and the Company is reporting provisional amounts for the items for which the accounting is not complete. These provisional amounts may be adjusted during the measurement period, or additional assets or liabilities may be recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Subsequent to December 31, 2017, the Company reported its intention to divest itself of TCTS as described in Note 17. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of significant accounting policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 6. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements: Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less. Loss per share Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. To compute diluted loss per share, adjustments are made to common shares outstanding. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would be outstanding if, at the beginning of the period or at time of issuance, all options and warrants were exercised. For the periods presented, this calculation proved to be anti-dilutive. Revenue recognition The Company’s leasing revenue is derived from lease arrangements to obtain rights to use the Company’s equipment. Leases in which a significant portion of the risks and rewards of ownership are retained by the Company are classified as operating leases. Assets under operating leases are included in equipment. Leasing revenue from operating leases is recognized as the leasing services are provided. Leases in which a significant portion of the risks and rewards of ownership are transferred by the Company to the lessee are classified as finance leases. Assets subject to finance leases are initially recognized at an amount equal to the net investment in the lease, which is the fair value of the asset, or if lower, the present value of the minimum lease payment. The interest component of the lease payments is recognized over the term of the lease based on the effective interest rate method and is included in leasing revenue. The Company also earns service revenue from time to time. This revenue is recognized when the amount of revenue can be measured reliably, the economic benefits will flow to the entity and the services are performed. Foreign currency translation Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Foreign currency transactions are translated into each entity’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the profit or loss. Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders' equity. For the year ended December 31, 2017, an unrealized foreign exchange translation loss of $18,120 was recorded under accumulated other comprehensive loss as a result of changes in the value of the Columbian Peso, Argentina Peso and US dollars with respect to the Canadian dollar. Equipment Equipment is stated at cost less accumulated amortization and accumulated impairment loss. Amortization expense for towers begins in the month of transfer of each tower from construction in progress to towers. Costs not clearly related to the procurement, manufacturing and implementation are expensed as incurred. Towers represent wireless broadcast towers owned by the Company. The towers are operated at various sites and under contractual license agreements. Equipment is measured at cost less accumulated amortization and accumulated impairment loss. Amortization of the equipment is calculated on the declining-balance basis at the following annual rates: Towers- 5% Furniture and equipment - between 10% and 33.3% Costs of assets in the course of construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of property and equipment and amortization commences when the asset is available for its intended use. An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss. Intangible asset The intangible asset consists of a master lease agreement acquired by the Company. Acquired lease agreements are carried at cost less accumulated amortization and impairment. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment. Any impairment of intangible asset is recognized in the statement of operation and comprehensive loss but increases in intangible asset values are not recognized. Estimated useful lives of intangible assets are shorter of the economic life and the period the right is legally enforceable. The assets’ useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The useful life of the Company’s intangible asset is estimated to be 25 years. At each financial position reporting date, the carrying amounts of the Company’s long-lived assets, including property and equipment and intangible asset, are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. Impairment Non-financial assets, including intangible assets, are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may be less than its recoverable amount. Management uses judgment to estimate these inputs and any changes to these inputs could have a material impact on the impairment calculation. For impairment testing, non-financial assets that do not generate independent cash flows are grouped together into cash-generating units (CGUs), which represent the levels at which largely independent cash flows are generated. An impairment loss is recognized in earnings to the extent that the carrying value of an asset, CGU or group of CGU’s exceeds its estimated recoverable amount. The recoverable amount of an asset, CGU or group of CGU’s is the greater of its value in use and its fair value less cost to sell. Value in use is calculated as the present value of the estimated future cash flows discounted at appropriate pre-tax discount rates. An impairment loss relating to a specific asset reduces the carrying value of the asset. An impairment loss relating to a group of CGU’s is allocated on a pro-rata basis to reduce the carrying value of the assets in the units comprising the group. A previously recognized impairment loss related to non-financial assets is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss related to non-financial assets is reversed if there is a subsequent increase in the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying value does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no loss had been recognized. Share capital Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value at grant date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus. Share-based payments Share-based payments to employees are measured at the fair value of goods or services received. If these are not readily determinable, share-based payments are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to warrants and options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related amount in warrants and options reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from share-based payments reserve. For those options that expire or are forfeited after vesting, the recorded value is transferred to deficit. Income taxes Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resourced embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. Financial instruments (a) Financial assets The Company classifies its financial assets in the following categories: held-to-maturity, fair value through profit or loss (“FVTPL”), loans and receivables, and available-for-sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. The Company's accounting policy for each category is as follows: Fair value through profit or loss This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss. Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Held-to-maturity These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized through profit or loss. Available-for-sale Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized through other comprehensive income (loss). The Company has classified its cash at fair value through profit or loss. The Company’s due from related parties are classified as loans and receivables. Impairment of financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset could be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss. (b) Financial liabilities The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows: Fair value through profit or loss This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss. Other financial liabilities This category consists of liabilities carried at amortized cost using the effective interest method. The Company’s accounts payable, loans payable and due to related parties are classified as other financial liabilities. Adoption of new pronouncements The Company did not adopt any new or amended accounting standards during the year ended December 31, 2017 which had a significant impact on the Financial Statements. Future changes in accounting policies Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below. Standard effective for annual periods beginning on or after January 1, 2018 IFRS 9 Financial Instruments Financial Instruments: Recognition and Measurement IFRS 15 - Revenue from Contracts with Customers - The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. Entities will have a choice of full retrospective application or prospective application with additional disclosures (simplified transition method). The retrospective approach was adopted by the Company and the Company has assessed that this new standard has no material impact on the consolidated financial statements. IFRS 2 Share-based Payment Standard effective for annual periods beginning on or after January 1, 2019 IFRS 16 – Leases The new standard is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS 15, “Revenue from contracts with customers” at or before the date of initial adoption of IFRS 16. The extent of the impact of adoption of these above standards on the financial statements of the Company has not yet been determined. |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
EQUIPMENT | 7. EQUIPMENT Construction in Furniture and progress Towers equipment Total $ $ $ $ Cost Balance, December 31, 2015 - - - - Additions - 244,708 - 244,708 Foreign exchange movement - 7,313 - 7,313 Balance, December 31, 2016 - 252,021 - 252,021 Acquired through acquisition of Evotech - 163,529 - 163,529 Additions 2,780,680 37,249 69,267 2,887,196 Transfer from construction in progress to towers (726,930) 726,930 - - Foreign exchange movement (248,822) (146,142) (8,752) (403,716) Balance, December 31, 2017 1,804,928 1,033,587 60,515 2,899,030 Accumulated amortization Balance, December 31, 2015 - - - - Additions - 3,440 - 3,440 Foreign exchange movement - 103 - 103 Balance, December 31, 2016 - 3,543 - 3,543 Additions - 27,458 7,539 34,997 Foreign exchange movement - (5,101) (1,071) (6,172) Balance, December 31, 2017 - 25,900 6,464 32,334 Net book value December 31, 2016 - 248,478 - 248,478 December 31, 2017 1,804,928 1,007,687 54,081 2,866,696 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of transactions between related parties [abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 8. RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties consists of short term amounts advanced to, services rendered and expenses paid on behalf of the Company by shareholders of the Company. These amounts are unsecured, non-interest bearing (except indicated below), and payable on demand. As at December 31, 2017 and December 31, 2016, the Company has the following balances with related parties: 2017 2016 Due to related parties: $ $ Amounts owing to companies under common control 598,847 545,857 Amounts owing to the parent of the CEO 741,803 69,665 1,340,650 615,522 Included in accounts payable was the commission payables in the amount of $nil to the officers of the company (2016 - $6,531). Amounts owing as at December 31, 2017 which are noted above include the following loan agreements entered into during the year ended December 31, 2017: (a) On March 3, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 360 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $68,052 interest expense on this loan payable. (b) On September 28, 2017, the Company entered into a loan agreement in the amount of $376,350 (USD$300,000) with a company controlled by a director of the Company. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $23,509 interest expense on this loan payable. The loan balance was fully repaid on January 25, 2018.Previously, the Company entered into a loan agreement with the same party on June 9, 2017 in the amount of $125,450 (USD$100,000). The loan bore interest at 10% per annum and was discharged on July 25, 2017 with a total interest expense of $1,299. (c) On October 10, 2017, the Company entered into a loan agreement in the amount of $250,900 (USD$200,000) with the parent of the CEO. The loan is unsecured, bears interest at 24% per annum and repayable in 120 days. The Company is also required to pay the entire outstanding loan balance within 15 days upon receiving a written demand from the Lender. If the loan is not paid on the due date, the Company will pay a monthly penalty fee of 10% of the principal loan, and continue paying the accrued interest. In addition, the Company also granted 300,000 stock options to the Lender. During the year ended December 31, 2017, the Company incurred $45,368 interest expense on this loan payable. (d) On October 12, 2017, the Company entered into a loan agreement in the amount of $188,175 (USD$150,000) with a company controlled by a director of the Company.. The loan was drawn down October 26, 2017. The loan is unsecured, bears interest at 24% per annum and is repayable in 120 days. During the year ended December 31, 2017, the Company incurred $9,898 interest expense on this loan payable. In addition, the Company also granted 150,000 stock options to the Lender. Related Party Transactions and Key Management and Personnel Compensation Key management personnel receive compensation in the form of short-term employee benefits, share-based payments, and post-employment benefits. Key management personnel include the Chief Executive Officer, Chief Financial Officer, and directors of the Company. The remuneration of key management is as follows: 2017 2016 $ $ Consulting fees paid to the CEO 151,200 - Consulting fees paid to the CFO 120,055 - 271,255 - During the year ended December 31, 2017, the Company granted 15,695,000 stock options and loan incentive options to directors and officers and recorded share-based compensation of $3,693,798 and $23,980 (2016 - $nil). |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of classes of share capital [abstract] | |
SHARE CAPITAL | 9. SHARE CAPITAL Authorized: Unlimited Class A common shares without par value 1,500,000 Class B Series I preferred shares without par value 1,000,000 Class B Series II preferred shares without par value Issued and outstanding: (i) On January 12, 2017, the Company closed a non-brokered private placement and issued 15,484,912 units at $0.15 per unit for gross proceeds of $2,322,737. Each unit is comprised of one common share and one share purchase warrant exercisable for one common share at an exercise price of $0.40 for 12 months following the transaction. If the share price trades at $0.60 for 10 consecutive trading days then the warrant holders will receive notice from the Company to accelerate the exercise of the warrants within 10 days or they will expire. The Company paid finders and brokers cash commissions of $87,767 and issued 585,117 broker warrants with the same terms as the warrants in the private placement. The broker warrants have the same terms as those issued as part of the units and have a fair value of $142,319 calculated using the black-scholes option pricing model. On June 19, 2017, the Company announced warrant price reduction and exercise incentive program. Under the incentive program, the exercise price of the warrants issued on January 12, 2017 were reduced to $0.30 if exercised prior to July 21, 2017 and one Incentive Warrant will be granted for each warrant exercised. Each Incentive Warrant will be exercisable to acquire one common share at a price of $0.50 for one year. As a result, 3,774,466 warrants were exercised under this program and consequently, 3,774,466 Incentive Warrants were issued. The Company received proceeds of $1,132,340 for the exercise of warrants. (ii) On April 18, 2017, the Company issued 500,000 common shares to Rojo Resources Ltd. (Rojo). Under an Assignment Agreement whereby the Company would take assignment of all of Rojo’s assets in consideration of 500,000 common shares to Rojo. This Assignment Agreement was subsequently terminated and as a result, the fair value of the investment in the amount of $175,000 was fully written off. (iii) On June 21, 2017, the Company issued a total of 1,000,000 common shares for services with a fair value of $340,000. The fair value of the services received was not readily determinable, as such, the shares were valued at the fair value of common shares on grant date. (iv) During the year ended December 31, 2017, the Company issued 14,904,901 common shares for gross proceeds of $3,818,339 pursuant to the exercise of stock options and warrants. In connection with the exercise of stock options and warrants, $2,959,537 was transferred from contributed surplus to share capital. (v) During the year ended December 31, 2017, the Company issued common shares in connection with the reverse take over transaction described in Note 3 and the acquisition of Evotech described in Note 4. Escrowed shares (i) Pursuant to an escrow agreement dated January 11, 2017, the 30,000,000 common shares issued pursuant to the Acquisition are subject to escrow restrictions. The escrow shares will be released based on certain conditions. At December 31, 2017, 30,000,000 common shares remain in escrow. (ii) In addition, the 500,000 common shares issued to Rojo are subject to escrow restrictions. These escrow shares will be released 10% on the issuance date, with the remaining to be released 15% every six months. As of December 31, 2017, there were 375,000 common shares remain in escrow. Warrants Information regarding the Company’s outstanding warrants is summarized below: Weighted average Number exercise price $ Balance, December 31, 2016 and 2015 - - Granted 19,844,495 0.42 Exercised (3,774,466) 0.40 Balance, December 31, 2017 16,070,029 0.42 The following table summarizes the share purchase warrants outstanding and exercisable as at December 31, 2017: Weighted average Number of warrants outstanding remaining life of and exercisable Exercise Price Warrants Expiry date $ 12,295,563 0.40 0.03 January 12, 2018 3,774,466 0.50 0.55 July 21, 2018 16,070,029 0.42 0.16 There were no warrants outstanding and exercisable as at December 31, 2016 and 2015. As part of the January 12, 2017 private placement, the Company issued 585,117 agent warrants as part of the share issue costs. The fair value of the agent warrants was determined to be $142,319 or $0.24 per warrant using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation: Risk-free interest rate 0.76% Expected life (in years) 2 years Expected volatility 171% Expected dividend yield 0% Expected forfeiture rate 0% Stock options The Company has established a stock option plan for directors, employees, and consultants. Under the Company's stock option plan, the exercise price of each option is determined by the Board, subject to the Discounted Market Price policies of the Canadian Stock Exchange. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued shares at the time the options are granted. The aggregate number of options granted to any one optionee in a 12 month period is limited to 5% of the issued shares of the Company. During the year ended December 31, 2017, the Company granted stock options to certain directors, officers, debtors, employees and consultants of the Company. A continuity of stock options for the years ended December 31, 2017 and 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 is as follows: Weighted average Number exercise price $ Balance, December 31, 2016 and 2015 - - Granted 15,695,000 0.25 Exercised (11,130,435) 0.17 Balance, December 31, 2017 4,564,565 0.28 As at December 31, 2017, the following options were outstanding and exercisable: Options Options Exercise Remaining life Expiry Outstanding exercisable price (years) date $ 700,000 531,250 0.45 4.21 March 17, 2022 219,565 219,565 0.23 4.34 May 4, 2022 1,100,000 1,100,000 0.25 4.71 September 14, 2022 100,000 100,000 0.25 4.79 October 16, 2022 600,000 600,000 0.25 4.92 November 29, 2022 695,000 695,000 0.26 4.92 November 30, 2022 100,000 100,000 0.25 4.94 December 8, 2022 1,050,000 1,050,000 0.25 2.00 December 31, 2019 4,564,565 4,395,815 0.28 4.06 There were no options outstanding and exercisable as at December 31, 2016 and 2015. During the year ended December 31, 2017, the Company recorded share-based compensation expense of $3,693,800, representing the fair value of stock options granted and vested during the year. The fair value of stock options granted was calculated using the Black-Scholes option pricing model, which requires management to make estimates that are subjective and may not be representative of the actual results. Changes in assumptions can materially affect estimates of fair value. The following assumptions were used for the calculation: Risk-free interest rate 0.76% Expected life (in years) 2 years Expected volatility 215% Expected dividend yield 0% Expected forfeiture rate 0% Share price $0.25 Weighted average fair value of options granted $0.26 No stock options were granted during the period from incorporation on December 30, 2015 to December 31, 2016. |
CAPITAL DISCLOSURE
CAPITAL DISCLOSURE | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of capital disclosure [Abstract] | |
CAPITAL DISCLOSURE | 10. CAPITAL DISCLOSURE The Company considers its capital under management to be comprised of shareholders’ equity and any debt that it may issue. The Company’s objectives when managing capital are to maximize return on investment in towers, expand the Company’s wireless coverage footprint and to maximize returns for shareholders over the long term. The Company is not subject to any capital restrictions. There has been no change in the Company’s objectives in managing its capital. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of detailed information about financial instruments [abstract] | |
FINANCIAL INSTRUMENTS AND RISK | 11. FINANCIAL INSTRUMENTS AND RISK Fair values The Company’s financial instruments include cash, amounts receivable, bank indebtedness, accounts payable, due to related parties and loans payable. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature. The following table summarizes the carrying values of the Company’s financial instruments: 2017 2016 $ $ Financial assets at fair value through profit or loss (i) 284,225 9,864 Loans and receivables (ii) 90,940 - Other financial liabilities (iii) 2,244,992 70,406 (i) Cash (ii) Amounts receivable and due from related party (iii) Bank indebtedness, accounts payable, due to related parties and loans payable The Company provides information about financial instruments that are measured at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable. Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly. Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data. The Company’s cash is measured using level 1 fair value measurements. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. To minimize the credit risk the Company places cash with high credit quality financial institutions. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company’s ability to collect its revenue in a timely manner, continuous support from shareholders and investors and maintain sufficient cash on hand. As at December 31, 2017, the Company is not subject to significant liquidity risk. Currency Risk The Company generates revenues and incurs expenses and capital expenditures in Canada, Colombia, Argentina and USA and is exposed to the resulting risk from changes in foreign currency exchange rates. Some administrative and head office related expenses are incurred in Canada. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. A significant change in the currency exchange rates between the Canadian dollar relative to the Colombia Peso, Argentina Peso or US dollars could have an effect on the Company's results of operations, financial position and/or cash flows. The Company has not hedged its exposure to currency fluctuations. At December 31, 2017, the Company had the following financial instruments denominated in foreign currency: Tower Three Evotech Innervision Colombian Argentinian TCTS Colombian Peso Peso US Dollar peso Total $ $ $ $ $ Cash 920 41,801 5,339 - 48,060 Line of credit - - (48,096) - (48,096) Accounts receivable 1,164 16,160 - - 17,324 Accounts payable (80,868) (472,181) - - (553,049) Due to related parties (1,340,650) - - - (1,340,650) - (1,419,434) (414,220) 5,339 (1,828,315) As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency: Tower Three Colombian Peso $ Cash 9,864 Due to related parties (21,151) (11,758) Interest Rate Risk Risk Interest rate risk is the risk that future cash flows of the Company’s assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate of 24%, and cash earns interest at a nominal rate. The Company is not exposed to significant interest rate risk. Other Price Risk The Company is not subject to other price risk. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Major components of tax expense (income) [abstract] | |
INCOME TAXES | 12. INCOME TAXES Deferred taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Deferred tax assets are evaluated periodically and if realization is not considered likely, a valuation allowance is provided. The reconciliation of income tax attributable to continuing operations computed at the statutory tax rate of 26% (2016– 25%, 2015 - 25%) to income tax expense is: Period from incorporation on December 30, 2015 to December 31, 2017 2016 2015 Canadian statutory income tax rate 26% 25% 25% $ $ $ Income tax recovery at statutory rate 2,458,000 73,000 5,000 Effect on income taxes of: Income tax rate differences 6,000 - - Permanent differences (1,457,000) - - Losses not recognized (902,000) (73,000) (5,000) Income taxes recoverable (105,000) - - The significant components of deferred income tax assets and liabilities are as follows: 2017 2016 $ $ Deferred income tax assets (liabilities) Non-capital losses carried forward 2,214,000 78,000 Share issuance costs 19,000 - Total gross deferred income tax assets 2,233,000 78,000 Unrecognized deferred income tax assets (2,128,000) (78,000) Net deferred income tax asset (liabilities) 105,000 – Intangible assets (694,000) – Net deferred income tax asset (liabilities) (589,000) – As at December 31, 2017, the Company had non-capital losses carried forward of approximately $7,829,000 (2016 - $292,000) which may be applied to reduce future years’ taxable income. |
ECONOMIC DEPENDENCE
ECONOMIC DEPENDENCE | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of acquisition of economic dependence [Abstract] | |
ECONOMIC DEPENDENCE | 13. ECONOMIC DEPENDENCE For the year ended December 31, 2017, all the sales were generated by three customers (2016 - two customers, 2015 - none). The loss of this customer could have a material adverse effect on the Company’s financial position and results of operations. During the year ended December 31, 2017, the Company had revenue from three customers representing 100% (2016 - 100%, 2015 - N/A) of total revenues for the year. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Supplemental cash flow information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 14. SUPPLEMENTAL CASH FLOW INFORMATION Period from incorporation on December 30, 2015 to December 2017 2016 31, 2015 $ $ $ Cash paid for interest 24,399 - - Cash paid for income taxes - - - 24,399 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of segmented information [Abstract] | |
SEGMENTED INFORMATION | 15. SEGMENTED INFORMATION The Company has three operating segments, which are the locations in which the Company operates. The reportable segments are the Company’s Argentinian, Colombian, and American operations. A breakdown of revenues, short-term assets, and long-term assets for each reportable segment as at and for the year ended December 31, 2017. As at December 31, 2016 and 2015, the Company had one operating segment, Colombia. 2017 United States Argentina Colombia Total $ $ $ $ Revenues 16,737 65,061 118,700 200,458 Current assets 5,339 111,773 108,653 225,765 Non-current assets 35 2,525,290 355,806 2,881,131 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of commitments [Abstract] | |
COMMITMENTS | 16. COMMITMENTS The Company is committed to construct 50 towers in Argentina as described in Note 4. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS (i) On April 3, 2018, the Company entered into an acquisition agreement with a Mexican-based private tower Company. (ii) On February 2, 2018, the Company announced a proposal to spin out its 70% owned subsidiary as a separate entity. (iii) The Company issued 8,665,201 common shares pursuant to the exercise of warrants for gross proceeds of $2,166,300. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of significant accounting policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less. |
Loss per share | Loss per share Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. To compute diluted loss per share, adjustments are made to common shares outstanding. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would be outstanding if, at the beginning of the period or at time of issuance, all options and warrants were exercised. For the periods presented, this calculation proved to be anti-dilutive. |
Revenue recognition | Revenue recognition The Company’s leasing revenue is derived from lease arrangements to obtain rights to use the Company’s equipment. Leases in which a significant portion of the risks and rewards of ownership are retained by the Company are classified as operating leases. Assets under operating leases are included in equipment. Leasing revenue from operating leases is recognized as the leasing services are provided. Leases in which a significant portion of the risks and rewards of ownership are transferred by the Company to the lessee are classified as finance leases. Assets subject to finance leases are initially recognized at an amount equal to the net investment in the lease, which is the fair value of the asset, or if lower, the present value of the minimum lease payment. The interest component of the lease payments is recognized over the term of the lease based on the effective interest rate method and is included in leasing revenue. The Company also earns service revenue from time to time. This revenue is recognized when the amount of revenue can be measured reliably, the economic benefits will flow to the entity and the services are performed. |
Foreign currency translation | Foreign currency translation Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Foreign currency transactions are translated into each entity’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the profit or loss. Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the year-end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive income in shareholders' equity. For the year ended December 31, 2017, an unrealized foreign exchange translation loss of $18,120 was recorded under accumulated other comprehensive loss as a result of changes in the value of the Columbian Peso, Argentina Peso and US dollars with respect to the Canadian dollar. |
Equipment | Equipment Equipment is stated at cost less accumulated amortization and accumulated impairment loss. Amortization expense for towers begins in the month of transfer of each tower from construction in progress to towers. Costs not clearly related to the procurement, manufacturing and implementation are expensed as incurred. Towers represent wireless broadcast towers owned by the Company. The towers are operated at various sites and under contractual license agreements. Equipment is measured at cost less accumulated amortization and accumulated impairment loss. Amortization of the equipment is calculated on the declining-balance basis at the following annual rates: Towers - 5% Furniture and equipment - between 10% and 33.3% Costs of assets in the course of construction are capitalized as construction in progress. On completion, the cost of construction is transferred to the appropriate category of property and equipment and amortization commences when the asset is available for its intended use. An asset’s residual value, useful life and amortization method are reviewed at each financial year end and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss. |
Intangible asset | Intangible asset The intangible asset consists of a master lease agreement acquired by the Company. Acquired lease agreements are carried at cost less accumulated amortization and impairment. Intangible assets with indefinite lives are not amortized but are reviewed annually for impairment. Any impairment of intangible asset is recognized in the statement of operation and comprehensive loss but increases in intangible asset values are not recognized. Estimated useful lives of intangible assets are shorter of the economic life and the period the right is legally enforceable. The assets’ useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The useful life of the Company’s intangible asset is estimated to be 25 years. At each financial position reporting date, the carrying amounts of the Company’s long-lived assets, including property and equipment and intangible asset, are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. |
Impairment | Impairment Non-financial assets, including intangible assets, are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may be less than its recoverable amount. Management uses judgment to estimate these inputs and any changes to these inputs could have a material impact on the impairment calculation. For impairment testing, non-financial assets that do not generate independent cash flows are grouped together into cash-generating units (CGUs), which represent the levels at which largely independent cash flows are generated. An impairment loss is recognized in earnings to the extent that the carrying value of an asset, CGU or group of CGU’s exceeds its estimated recoverable amount. The recoverable amount of an asset, CGU or group of CGU’s is the greater of its value in use and its fair value less cost to sell. Value in use is calculated as the present value of the estimated future cash flows discounted at appropriate pre-tax discount rates. An impairment loss relating to a specific asset reduces the carrying value of the asset. An impairment loss relating to a group of CGU’s is allocated on a pro-rata basis to reduce the carrying value of the assets in the units comprising the group. A previously recognized impairment loss related to non-financial assets is assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss related to non-financial assets is reversed if there is a subsequent increase in the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying value does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no loss had been recognized. |
Share capital | Share capital Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value at grant date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus. |
Share-based payments | Share-based payments Share-based payments to employees are measured at the fair value of goods or services received. If these are not readily determinable, share-based payments are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to warrants and options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related amount in warrants and options reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from share-based payments reserve. For those options that expire or are forfeited after vesting, the recorded value is transferred to deficit. |
Income taxes | Income taxes Income tax expense consisting of current and deferred tax expense is recognized in the consolidated statement of comprehensive loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. |
Provisions | Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resourced embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. |
Financial instruments | Financial instruments (a) Financial assets The Company classifies its financial assets in the following categories: held-to-maturity, fair value through profit or loss (“FVTPL”), loans and receivables, and available-for-sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. The Company's accounting policy for each category is as follows: Fair value through profit or loss This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss. Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Held-to-maturity These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized through profit or loss. Available-for-sale Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized through other comprehensive income (loss). The Company has classified its cash at fair value through profit or loss. The Company’s due from related parties are classified as loans and receivables. Impairment of financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset could be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss. (b) Financial liabilities The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows: Fair value through profit or loss This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized through profit or loss. Other financial liabilities This category consists of liabilities carried at amortized cost using the effective interest method. The Company’s accounts payable, loans payable and due to related parties are classified as other financial liabilities. |
Adoption of new pronouncements | Adoption of new pronouncements The Company did not adopt any new or amended accounting standards during the year ended December 31, 2017 which had a significant impact on the Financial Statements. |
Future changes in accounting policies | Future changes in accounting policies Certain new standards, interpretations and amendments to existing standards have been issued by the IASB that are mandatory for future accounting periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below. Standard effective for annual periods beginning on or after January 1, 2018 IFRS 9 Financial Instruments Financial Instruments: Recognition and Measurement IFRS 15 - Revenue from Contracts with Customers - The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other IFRSs. Entities will have a choice of full retrospective application or prospective application with additional disclosures (simplified transition method). The retrospective approach was adopted by the Company and the Company has assessed that this new standard has no material impact on the consolidated financial statements. IFRS 2 Share-based Payment Standard effective for annual periods beginning on or after January 1, 2019 IFRS 16 – Leases The new standard is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities that apply IFRS 15, “Revenue from contracts with customers” at or before the date of initial adoption of IFRS 16. The extent of the impact of adoption of these above standards on the financial statements of the Company has not yet been determined. |
STATEMENT OF COMPLIANCE AND B24
STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Statement of compliance and basis of presentation [Abstract] | |
Schedule of Consolidated Financial Statements Entities | The consolidated financial statements as at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 and for the period from incorporation on December 30, 2015 to December 31, 2015 are those of Tower Three SAS. For the year ended December 31, 2017, the consolidated financial statements include the following entities: Entites Location Percentage of ownership Functional currency Tower One Canada 100% Canadian dollars Tower Three Colombia 100% Colombian Peso Innervision Colombia 90% Colombian Peso Evotech Argentina 65% Argentina Peso Tower 3 SAS Argentina 100% Argentina Peso TCTS USA 70% US dollars |
REVERSE ACQUISITION AND LISTI25
REVERSE ACQUISITION AND LISTING EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of reverse acquisition and listing expense [Abstract] | |
Schedule of Fair Value of All Consideration Given And Charged To Listing Expense | The fair value of all the consideration given and charged to listing expense was comprised of: $ Fair value of share based consideration allocated: Deemed share issuance 1,010,383 Identifiable net obligations assumed: Cash and cash equivalent (1,378,183) Subscriptions received for private placement 1,602,257 Other assets (230,097) Liabilities 139,807 133,784 Total listing expense 1,144,167 |
ACQUISITION OF EVOLUTION TECH26
ACQUISITION OF EVOLUTION TECHNOLOGY SA (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of acquisition of evolution technology sa [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the allocation of the consideration to the fair value of assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition: $ Cash 4,676 Due from shareholders 6,490 Construction in progress 163,529 Master lease 1,982,354 Less: liabilities assumed Accounts payable (7,440) Deferred income tax liability (693,824) Net assets of Evotech 1,455,785 Net assets attributed to non-controlling interest (509,524) Total consideration 946,260 |
ACQUISITION OF TOWER CONSTRUC27
ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of acquisition of tower construction & technical services, inc. [Abstract] | |
Schedule of Assets Acquired And Liabilities Assumed | The following table presents assets acquired and liabilities assumed based on their estimated fair values, which is the same as the carrying values, at the date of acquisition: $ Liabilities assumed: Bank indebtedness (52,042) Accounts payable (5,201) Due to related parties (127,655) Net liabilities of TCTS (184,898) Net liabilities attributed to non-controlling interest - Excess of net liabilities over consideration paid 184,898 |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of Composition of Equipment | Construction in Furniture and progress Towers equipment Total $ $ $ $ Cost Balance, December 31, 2015 - - - - Additions - 244,708 - 244,708 Foreign exchange movement - 7,313 - 7,313 Balance, December 31, 2016 - 252,021 - 252,021 Acquired through acquisition of Evotech - 163,529 - 163,529 Additions 2,780,680 37,249 69,267 2,887,196 Transfer from construction in progress to towers (726,930) 726,930 - - Foreign exchange movement (248,822) (146,142) (8,752) (403,716) Balance, December 31, 2017 1,804,928 1,033,587 60,515 2,899,030 Accumulated amortization Balance, December 31, 2015 - - - - Additions - 3,440 - 3,440 Foreign exchange movement - 103 - 103 Balance, December 31, 2016 - 3,543 - 3,543 Additions - 27,458 7,539 34,997 Foreign exchange movement - (5,101) (1,071) (6,172) Balance, December 31, 2017 - 25,900 6,464 32,334 Net book value December 31, 2016 - 248,478 - 248,478 December 31, 2017 1,804,928 1,007,687 54,081 2,866,696 |
RELATED PARTY TRANSACTIONS AN29
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of transactions between related parties [abstract] | |
Schedule of Balances with Related Parties | Due to related parties consists of short term amounts advanced to, services rendered and expenses paid on behalf of the Company by shareholders of the Company. These amounts are unsecured, non-interest bearing (except indicated below), and payable on demand. As at December 31, 2017 and December 31, 2016, the Company has the following balances with related parties: 2017 2016 Due to related parties: $ $ Amounts owing to companies under common control 598,847 545,857 Amounts owing to the parent of the CEO 741,803 69,665 1,340,650 615,522 |
Schedule of Payment Or Accruals of Related Party | Key management personnel receive compensation in the form of short-term employee benefits, share-based payments, and post-employment benefits. Key management personnel include the Chief Executive Officer, Chief Financial Officer, and directors of the Company. The remuneration of key management is as follows: 2017 2016 $ $ Consulting fees paid to the CEO 151,200 - Consulting fees paid to the CFO 120,055 - 271,255 - |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of Fair Value of Stock Options Weighted Average Assumptions | The following assumptions were used for the calculation: Risk-free interest rate 0.76% Expected life (in years) 2 years Expected volatility 215% Expected dividend yield 0% Expected forfeiture rate 0% Share price $0.25 Weighted average fair value of options granted $0.26 |
Schedule of Stock Options/warrants Outstanding And Exercisable | The following table summarizes the share purchase warrants outstanding and exercisable as at December 31, 2017: Weighted average Number of warrants outstanding remaining life of and exercisable Exercise Price Warrants Expiry date $ 12,295,563 0.40 0.03 January 12, 2018 3,774,466 0.50 0.55 July 21, 2018 16,070,029 0.42 0.16 |
Summary of Stock Options Outstanding And Exercisable | As at December 31, 2017, the following options were outstanding and exercisable: Options Options Exercise Remaining life Expiry Outstanding exercisable price (years) date $ 700,000 531,250 0.45 4.21 March 17, 2022 219,565 219,565 0.23 4.34 May 4, 2022 1,100,000 1,100,000 0.25 4.71 September 14, 2022 100,000 100,000 0.25 4.79 October 16, 2022 600,000 600,000 0.25 4.92 November 29, 2022 695,000 695,000 0.26 4.92 November 30, 2022 100,000 100,000 0.25 4.94 December 8, 2022 1,050,000 1,050,000 0.25 2.00 December 31, 2019 4,564,565 4,395,815 0.28 4.06 |
Warrants [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of Fair Value of Stock Options Weighted Average Assumptions | The following assumptions were used for the calculation: Risk-free interest rate 0.76% Expected life (in years) 2 years Expected volatility 171% Expected dividend yield 0% Expected forfeiture rate 0% |
Schedule of Stock Options/warrants Outstanding And Exercisable | Information regarding the Company’s outstanding warrants is summarized below: Weighted average Number exercise price $ Balance, December 31, 2016 and 2015 - - Granted 19,844,495 0.42 Exercised (3,774,466) 0.40 Balance, December 31, 2017 16,070,029 0.42 |
Summary of Stock Options Outstanding And Exercisable | A continuity of stock options for the years ended December 31, 2017 and 2016, and for the period from incorporation on December 30, 2015 to December 31, 2015 is as follows: Weighted average Number exercise price $ Balance, December 31, 2016 and 2015 - - Granted 15,695,000 0.25 Exercised (11,130,435) 0.17 Balance, December 31, 2017 4,564,565 0.28 |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of detailed information about financial instruments [abstract] | |
Schedule of Carrying Values of Financial Instruments | The following table summarizes the carrying values of the Company’s financial instruments: 2017 2016 $ $ Financial assets at fair value through profit or loss (i) 284,225 9,864 Loans and receivables (ii) 90,940 - Other financial liabilities (iii) 2,244,992 70,406 (i) Cash (ii) Amounts receivable and due from related party (iii) Bank indebtedness, accounts payable, due to related parties and loans payable |
Schedule of Financial Instruments Denominated In Foreign Currency | At December 31, 2017, the Company had the following financial instruments denominated in foreign currency: Tower Three Evotech Innervision Colombian Argentinian TCTS Colombian Peso Peso US Dollar peso Total $ $ $ $ $ Cash 920 41,801 5,339 - 48,060 Line of credit - - (48,096) - (48,096) Accounts receivable 1,164 16,160 - - 17,324 Accounts payable (80,868) (472,181) - - (553,049) Due to related parties (1,340,650) - - - (1,340,650) - (1,419,434) (414,220) 5,339 (1,828,315) As at December 31, 2017, the Company had the following financial instruments denominated in foreign currency: Tower Three Colombian Peso $ Cash 9,864 Due to related parties (21,151) (11,758) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Major components of tax expense (income) [abstract] | |
Schedule of reconciliation of income tax attributable to continuing operations statutory tax rate | The reconciliation of income tax attributable to continuing operations computed at the statutory tax rate of 26% (2016– 25%, 2015 - 25%) to income tax expense is: Period from incorporation on December 30, 2015 to December 31, 2017 2016 2015 Canadian statutory income tax rate 26% 25% 25% $ $ $ Income tax recovery at statutory rate 2,458,000 73,000 5,000 Effect on income taxes of: Income tax rate differences 6,000 - - Permanent differences (1,457,000) - - Losses not recognized (902,000) (73,000) (5,000) Income taxes recoverable (105,000) - - |
Schedule of unrecognized deferred tax assets | The significant components of deferred income tax assets and liabilities are as follows: 2017 2016 $ $ Deferred income tax assets (liabilities) Non-capital losses carried forward 2,214,000 78,000 Share issuance costs 19,000 - Total gross deferred income tax assets 2,233,000 78,000 Unrecognized deferred income tax assets (2,128,000) (78,000) Net deferred income tax asset (liabilities) 105,000 – Intangible assets (694,000) – Net deferred income tax asset (liabilities) (589,000) – |
SUPPLEMENTAL CASH FLOW INFORM33
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Supplemental cash flow information [Abstract] | |
Schedule of supplemental cash flow information | Period from incorporation on December 30, 2015 to December 2017 2016 31, 2015 $ $ $ Cash paid for interest 24,399 - - Cash paid for income taxes - - - 24,399 |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of segmented information [Abstract] | |
Schedule of one operating segment, Colombia | The Company has three operating segments, which are the locations in which the Company operates. The reportable segments are the Company’s Argentinian, Colombian, and American operations. A breakdown of revenues, short-term assets, and long-term assets for each reportable segment as at and for the year ended December 31, 2017. As at December 31, 2016 and 2015, the Company had one operating segment, Colombia. 2017 United States Argentina Colombia Total $ $ $ $ Revenues 16,737 65,061 118,700 200,458 Current assets 5,339 111,773 108,653 225,765 Non-current assets 35 2,525,290 355,806 2,881,131 |
NATURE OF OPERATIONS AND GOIN35
NATURE OF OPERATIONS AND GOING CONCERN (Details) - CAD ($) | Dec. 31, 2017 | Oct. 18, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Disclosure of detailed information about business combination [line items] | ||||
Accumulated deficit | $ 9,896,705 | $ 313,155 | ||
Evolution Technology SA (Evotech) Member | ||||
Disclosure of detailed information about business combination [line items] | ||||
Ownership interest acquired | 65.00% | |||
Tower Construction & Technical Services, Inc (TCTS) [Member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Ownership interest acquired | 70.00% |
STATEMENT OF COMPLIANCE AND B36
STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION (Schedule of consolidated financial statements) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Tower One [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | Tower One |
Location | Canada |
Percentage of ownership | 100.00% |
Functional currency | Canadian dollars |
Tower Three [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | Tower Three |
Location | Colombia |
Percentage of ownership | 100.00% |
Functional currency | Colombian Peso |
Innervision [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | Innervision |
Location | Colombia |
Percentage of ownership | 90.00% |
Functional currency | Colombian Peso |
Evotech [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | Evotech |
Location | Argentina |
Percentage of ownership | 65.00% |
Functional currency | Argentina Peso |
Tower 3 SAS [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | Tower 3 SAS |
Location | Argentina |
Percentage of ownership | 100.00% |
Functional currency | Argentina Peso |
TCTS [Member] | |
Disclosure of detailed information about business combination [line items] | |
Entites | TCTS |
Location | USA |
Percentage of ownership | 70.00% |
Functional currency | US dollars |
REVERSE ACQUISITION AND LISTI37
REVERSE ACQUISITION AND LISTING EXPENSE (Narrative) (Details) - Tower Three [Member] | Dec. 31, 2017$ / sharesshares |
Disclosure of detailed information about business combination [line items] | |
Common share issued | 30,000,000 |
Deemed share issuance | 6,735,885 |
Per share price | $ / shares | $ 0.15 |
REVERSE ACQUISITION AND LISTI38
REVERSE ACQUISITION AND LISTING EXPENSE (Schedule of fair value of all the consideration to listing expense) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Identifiable net obligations assumed: | |||
Total listing expense | $ 1,144,167 | ||
Tower Three [Member] | |||
Fair value of share based consideration allocated: | |||
Deemed share issuance | 1,010,383 | ||
Identifiable net obligations assumed: | |||
Cash and cash equivalent | (1,378,183) | ||
Subscriptions received for private placement | 1,602,257 | ||
Other assets | (230,097) | ||
Liabilities | 139,807 | ||
Total consideration | 133,784 | ||
Total listing expense | $ 1,144,167 |
ACQUISITION OF EVOLUTION TECH39
ACQUISITION OF EVOLUTION TECHNOLOGY SA (Narrative) (Details) - CAD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Jun. 30, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of detailed information about business combination [line items] | ||||
Fair value of shares | $ 170,000 | |||
Useful life of intangible assets | 25 years | |||
Evolution Technology S.A. [Member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Ownership interest acquired | 35.00% | |||
Common share issued | 7,000,000 | |||
Evolution Technology S.A. [Member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Ownership interest acquired | 65.00% | |||
Cash transferred | $ 350,000 | |||
Total Consideration | $ 400,000 | |||
Common share issued | 150,000 | |||
Fair value of shares | $ 480,000 | |||
Total maximum amount for contribution | $ 3,500,000 | |||
Useful life of intangible assets | 25 years | |||
Amortization expense | $ 59,471 |
ACQUISITION OF EVOLUTION TECH40
ACQUISITION OF EVOLUTION TECHNOLOGY SA (Schedule of fair value of assets acquired and liabilities assumed) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of detailed information about business combination [line items] | ||
Total assets | $ 5,301,044 | $ 372,374 |
Evolution Technology S.A. [Member] | ||
Disclosure of detailed information about business combination [line items] | ||
Cash | 4,676 | |
Due from shareholders | 6,490 | |
Construction in progress | 163,529 | |
Master lease | 1,982,354 | |
Accounts payable | (7,440) | |
Deferred income tax liability | (693,824) | |
Total assets | 1,455,785 | |
Net assets attributed to non-controlling interest | (509,524) | |
Total consideration | $ 946,260 |
ACQUISITION OF TOWER CONSTRUC41
ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Narrative) (Details) | Oct. 18, 2017 |
Tower Construction & Technical Services, Inc (TCTS) [Member] | |
Disclosure of detailed information about business combination [line items] | |
Ownership interest acquired | 70.00% |
ACQUISITION OF TOWER CONSTRUC42
ACQUISITION OF TOWER CONSTRUCTION & TECHNICAL SERVICES, INC. (Schedule of presents assets acquired and liabilities) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of detailed information about business combination [line items] | ||
Due to related parties | $ 615,522 | |
Tower Construction & Technical Services, Inc (TCTS) [Member] | ||
Disclosure of detailed information about business combination [line items] | ||
Bank indebtedness | (52,042) | |
Accounts payable | (5,201) | |
Due to related parties | (127,655) | |
Net liabilities of TCTS | (184,898) | |
Net liabilities attributed to non-controlling interest | ||
Total consideration | $ 184,898 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Unrealized foreign exchange translation loss | $ (18,120) | $ (9,179) | |
Useful life of intangible assets | 25 years | ||
Towers [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Percentage of amortization annual rates | 5.00% | ||
Furniture and equipment [Member] | Bottom of range [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Percentage of amortization annual rates | 10.00% | ||
Furniture and equipment [Member] | Top of range [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Percentage of amortization annual rates | 33.30% |
EQUIPMENT (Schedule of Composit
EQUIPMENT (Schedule of Composition of Equipment) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | $ 248,478 | |
Balance at end of year | 2,866,696 | $ 248,478 |
Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 252,021 | |
Additions | 2,887,196 | 244,708 |
Foreign exchange movement | (403,716) | 7,313 |
Acquired through acquisition of Evotech | 163,529 | |
Transfer from construction in progress to towers | ||
Balance at end of year | 2,899,030 | 252,021 |
Cost [Member] | Plants under construction [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Additions | 2,780,680 | |
Foreign exchange movement | (248,822) | |
Transfer from construction in progress to towers | (726,930) | |
Balance at end of year | 1,804,928 | |
Cost [Member] | Towers [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 252,021 | |
Additions | 37,249 | 244,708 |
Foreign exchange movement | (146,142) | 7,313 |
Acquired through acquisition of Evotech | 163,529 | |
Transfer from construction in progress to towers | 726,930 | |
Balance at end of year | 1,033,587 | 252,021 |
Cost [Member] | Office furniture and equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Additions | 69,267 | |
Foreign exchange movement | (8,752) | |
Acquired through acquisition of Evotech | ||
Balance at end of year | 60,515 | |
Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 3,543 | |
Additions | 34,997 | 3,440 |
Foreign exchange movement | (6,172) | 103 |
Balance at end of year | 32,334 | 3,543 |
Accumulated depreciation [Member] | Plants under construction [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Additions | ||
Foreign exchange movement | ||
Balance at end of year | ||
Accumulated depreciation [Member] | Towers [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 3,543 | |
Additions | 27,458 | 3,440 |
Foreign exchange movement | (5,101) | 103 |
Balance at end of year | 25,900 | 3,543 |
Accumulated depreciation [Member] | Office furniture and equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Additions | 7,539 | |
Foreign exchange movement | (1,071) | |
Balance at end of year | 6,464 | |
Net book value [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 248,478 | |
Balance at end of year | 2,866,696 | 248,478 |
Net book value [Member] | Plants under construction [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Balance at end of year | 1,804,928 | |
Net book value [Member] | Towers [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | 248,478 | |
Balance at end of year | 1,007,687 | 248,478 |
Net book value [Member] | Furniture and equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance at beginning of year | ||
Balance at end of year | $ 54,081 |
RELATED PARTY TRANSACTIONS AN45
RELATED PARTY TRANSACTIONS AND BALANCES (Schedule of balances with related parties) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of transactions between related parties [line items] | ||
Due to related parties | $ 1,340,650 | |
Amounts owing to companies under common control [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Due to related parties | 598,847 | 545,857 |
Amounts owing to the parent of the CEO [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Due to related parties | $ 741,803 | $ 69,665 |
RELATED PARTY TRANSACTIONS AN46
RELATED PARTY TRANSACTIONS AND BALANCES (Schedule of payment or accruals of related party) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of transactions between related parties [line items] | ||
Consulting fees paid | $ 271,255 | |
CEO [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Consulting fees paid | 151,200 | |
CFO [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Consulting fees paid | $ 120,055 |
RELATED PARTY TRANSACTIONS AN47
RELATED PARTY TRANSACTIONS AND BALANCES (Narrative) (Details) | Oct. 12, 2017CAD ($)shares | Oct. 10, 2017CAD ($)shares | Mar. 03, 2017CAD ($)shares | Sep. 28, 2017CAD ($)shares | Jul. 25, 2017CAD ($) | Dec. 31, 2017CAD ($)shares | Dec. 31, 2016CAD ($) | Oct. 12, 2017USD ($) | Oct. 10, 2017USD ($) | Jun. 09, 2017CAD ($) | Jun. 09, 2017USD ($) | Mar. 03, 2017USD ($) |
Disclosure of transactions between related parties [line items] | ||||||||||||
Commission payables | $ 6,531 | |||||||||||
Bears interest per annum | 24.00% | |||||||||||
Option granted | shares | 15,695,000 | |||||||||||
CEO [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Loan Agreement | $ 250,900 | $ 376,350 | ||||||||||
Bears interest per annum | 24.00% | 24.00% | 24.00% | 24.00% | ||||||||
Loan repayable | 120 days | 360 days | ||||||||||
Monthly penalty fee | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Option granted | shares | 300,000 | 300,000 | ||||||||||
Interest expense | $ 45,368 | $ 68,052 | ||||||||||
CEO [Member] | USD [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Loan Agreement | $ 200,000 | $ 300,000 | ||||||||||
Former directors [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Loan Agreement | $ 188,175 | $ 376,350 | $ 125,450 | |||||||||
Bears interest per annum | 24.00% | 24.00% | 24.00% | 10.00% | 10.00% | |||||||
Loan repayable | 120 days | 120 days | ||||||||||
Monthly penalty fee | 10.00% | |||||||||||
Option granted | shares | 150,000 | 300,000 | ||||||||||
Interest expense | $ 9,898 | $ 1,299 | 23,509 | |||||||||
Share-based compensation | $ 3,693,798 | |||||||||||
Former directors [Member] | USD [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Loan Agreement | $ 300,000 | $ 150,000 | $ 100,000 | |||||||||
Directors and officers [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Option granted | shares | 15,695,000 | |||||||||||
Officers [Member] | ||||||||||||
Disclosure of transactions between related parties [line items] | ||||||||||||
Share-based compensation | $ 23,980 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) - CAD ($) | Jan. 12, 2017 | Jun. 19, 2017 | Apr. 18, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 21, 2017 | Jan. 11, 2017 |
Disclosure of classes of share capital [line items] | ||||||||
Exercise price of stock options | $ 0.28 | |||||||
Proceeds from common stock | 3,367,310 | |||||||
Value of common shares | 170,000 | |||||||
Share-based compensation | $ 3,693,799 | |||||||
Options and warrants [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 14,904,901 | |||||||
Proceeds from common stock | $ 3,818,339 | |||||||
Contributed surplus | 2,959,537 | |||||||
Warrants [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Exercise price of stock options | $ 0.42 | |||||||
Rojo Resources Ltd.[Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 500,000 | 500,000 | ||||||
Fair value of investment written off | $ 175,000 | |||||||
Percentage of escrow release | 10.00% | |||||||
Percentage of remaining release | 15.00% | |||||||
Services [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 1,000,000 | |||||||
Value of common shares | $ 340,000 | |||||||
Escrow Agreement [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 30,000,000 | 30,000,000 | ||||||
Escrow [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 375,000 | |||||||
Class B Series I preferred shares [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Share authorized | 1,500,000 | |||||||
Class B Series II preferred shares [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Share authorized | 1,000,000 | |||||||
Private placement [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 15,484,912 | |||||||
Exercise price of stock options | $ 0.15 | |||||||
Proceeds from common stock | 2,322,737 | |||||||
Cash commissions | $ 87,767 | |||||||
Private placement [Member] | Warrants [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 585,117 | |||||||
Exercise price of stock options | $ 0.24 | |||||||
Value of common shares | $ 142,319 | |||||||
Warrants [Member] | ||||||||
Disclosure of classes of share capital [line items] | ||||||||
Common shares issued | 585,117 | 3,774,466 | ||||||
Exercise price of stock options | $ 0.5 | |||||||
Warrants exercise | 3,774,466 | |||||||
Proceeds from exercise of warrants | $ 1,132,340 | |||||||
Value of common shares | $ 142,319 | |||||||
Each share purchase warrant assessed value | $ 0.40 |
SHARE CAPITAL (Schedule of stoc
SHARE CAPITAL (Schedule of stock options outstanding and exercisable) (Details) | 12 Months Ended |
Dec. 31, 2017CAD ($)shares | |
Underlying shares | |
Stock options outstanding, beginning | shares | |
Granted | shares | 15,695,000 |
Exercised | shares | (11,130,435) |
Stock options outstanding, ending | shares | 4,564,565 |
Weighted Average Exercise Price | |
Stock options outstanding, beginning | $ | |
Granted | $ | 0.25 |
Exercised | $ | 0.17 |
Stock options outstanding, ending | $ | $ 0.28 |
Warrants [Member] | |
Underlying shares | |
Stock options outstanding, beginning | shares | |
Granted | shares | 19,844,495 |
Exercised | shares | (3,774,466) |
Stock options outstanding, ending | shares | 16,070,029 |
Weighted Average Exercise Price | |
Stock options outstanding, beginning | $ | |
Granted | $ | 0.42 |
Exercised | $ | 0.4 |
Stock options outstanding, ending | $ | $ 0.42 |
SHARE CAPITAL (Summary of stock
SHARE CAPITAL (Summary of stock options outstanding and exercisable) (Details) | 12 Months Ended | |
Dec. 31, 2017CAD ($)sharesyr | Dec. 31, 2016shares | |
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 4,564,565 | |
Options exercisable | 4,395,815 | |
Exercise Price | $ | $ 0.28 | |
Weighted Average Remaining Life of Options | yr | 4.06 | |
Warrants [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 16,070,029 | |
Ranges of exercise prices for outstanding share options One [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 700,000 | |
Options exercisable | 531,250 | |
Exercise Price | $ | $ 0.45 | |
Weighted Average Remaining Life of Options | yr | 4.21 | |
Expiry Date | March 17, 2022 | |
Ranges of exercise prices for outstanding share options One [Member] | Warrants [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 12,295,563 | |
Exercise Price | $ | $ 0.4 | |
Weighted Average Remaining Life of Options | yr | 0.03 | |
Expiry Date | January 12, 2018 | |
Ranges of exercise prices for outstanding share options two [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 219,565 | |
Options exercisable | 219,565 | |
Exercise Price | $ | $ 0.23 | |
Weighted Average Remaining Life of Options | yr | 4.34 | |
Expiry Date | May 4, 2022 | |
Ranges of exercise prices for outstanding share options two [Member] | Warrants [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 3,774,466 | |
Exercise Price | $ | $ 0.50 | |
Weighted Average Remaining Life of Options | yr | 0.55 | |
Expiry Date | July 21, 2018 | |
Ranges of exercise prices for outstanding share options [Member] | Warrants [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 16,070,029 | |
Exercise Price | $ | $ 0.42 | |
Weighted Average Remaining Life of Options | yr | 0.16 | |
Ranges of exercise prices for outstanding share options three [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 1,100,000 | |
Options exercisable | 1,100,000 | |
Exercise Price | $ | $ 0.25 | |
Weighted Average Remaining Life of Options | yr | 4.71 | |
Expiry Date | September 14, 2022 | |
Ranges of exercise prices for outstanding share options Four [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 100,000 | |
Options exercisable | 100,000 | |
Exercise Price | $ | $ 0.25 | |
Weighted Average Remaining Life of Options | yr | 4.79 | |
Expiry Date | October 16, 2022 | |
Ranges of exercise prices for outstanding share options Five [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 600,000 | |
Options exercisable | 600,000 | |
Exercise Price | $ | $ 0.25 | |
Weighted Average Remaining Life of Options | yr | 4.92 | |
Expiry Date | November 29, 2022 | |
Ranges of exercise prices for outstanding share options Six [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 695,000 | |
Options exercisable | 695,000 | |
Exercise Price | $ | $ 0.26 | |
Weighted Average Remaining Life of Options | yr | 4.92 | |
Expiry Date | November 30, 2022 | |
Ranges of exercise prices for outstanding share options Seven [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 100,000 | |
Options exercisable | 100,000 | |
Exercise Price | $ | $ 0.25 | |
Weighted Average Remaining Life of Options | yr | 4.94 | |
Expiry Date | December 8, 2022 | |
Ranges of exercise prices for outstanding share options Eight [Member] | ||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||
Number of Options Outstanding and Exercisable | 1,050,000 | |
Options exercisable | 1,050,000 | |
Exercise Price | $ | $ 0.25 | |
Weighted Average Remaining Life of Options | yr | 2 | |
Expiry Date | December 31, 2019 |
SHARE CAPITAL (Schedule of fair
SHARE CAPITAL (Schedule of fair value of stock options weighted average assumptions) (Details) | 12 Months Ended |
Dec. 31, 2017CAD ($)yr$ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Risk-free interest rate | 0.76% |
Expected life (in years) | 2 |
Expected volatility | 215.00% |
Expected dividend yield | 0.00% |
Expected forfeiture rate | 0.00% |
Share price | $ / shares | $ 0.25 |
Weighted average fair value of options granted | $ | $ 0.26 |
Warrants [Member] | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Risk-free interest rate | 0.76% |
Expected life (in years) | 2 |
Expected volatility | 171.00% |
Expected dividend yield | 0.00% |
Expected forfeiture rate | 0.00% |
FINANCIAL INSTRUMENTS AND RIS52
FINANCIAL INSTRUMENTS AND RISK (Narrative) (Details) | Dec. 31, 2017 |
Disclosure of detailed information about financial instruments [abstract] | |
Interest rate | 24.00% |
FINANCIAL INSTRUMENTS AND RIS53
FINANCIAL INSTRUMENTS AND RISK (Schedule of summarizes the carrying values) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial Instruments And Risk Schedule Of Summarizes Carrying Values | |||
Financial assets at fair value through profit or loss | [1] | $ 284,225 | $ 9,864 |
Loans and receivables | [2] | 90,940 | |
Other financial liabilities | [3] | $ 2,244,992 | $ 70,406 |
[1] | Cash | ||
[2] | Amounts receivable and due from related party | ||
[3] | Bank indebtedness, accounts payable, due to related parties and loans payable |
FINANCIAL INSTRUMENTS AND RIS54
FINANCIAL INSTRUMENTS AND RISK (Schedule of financial instruments denominated in foreign currency) (Details)) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | $ 284,225 | $ 9,864 |
Due to related parties | $ 615,522 | |
Currency risk [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | 48,060 | |
Line of credit | (48,096) | |
Accounts receivable | 17,324 | |
Accounts payable | (553,049) | |
Due to related parties | (1,340,650) | |
Total financial instruments | (1,828,315) | |
Currency risk [Member] | Tower Three Colombian peso [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | 920 | |
Line of credit | ||
Accounts receivable | 1,164 | |
Accounts payable | (80,868) | |
Due to related parties | (1,340,650) | |
Total financial instruments | (1,419,434) | |
Currency risk [Member] | Evotech Argentinian peso [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | 41,801 | |
Line of credit | ||
Accounts receivable | 16,160 | |
Accounts payable | (472,181) | |
Due to related parties | ||
Total financial instruments | (414,220) | |
Currency risk [Member] | TCTS Us Dollar [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | 5,339 | |
Line of credit | (48,096) | |
Accounts receivable | ||
Accounts payable | ||
Due to related parties | ||
Total financial instruments | 5,339 | |
Currency risk [Member] | Innervision Colombian peso [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | ||
Line of credit | ||
Accounts receivable | ||
Accounts payable | ||
Due to related parties | ||
Total financial instruments | ||
Currency risk [Member] | Tower Three Colombian peso [Member] | ||
Disclosure of nature and extent of risks arising from financial instruments [line items] | ||
Cash | 9,864 | |
Due to related parties | (21,151) | |
Total financial instruments | $ (11,758) |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Major components of tax expense (income) [abstract] | ||
Non-capital losses carried forward | $ 7,829,000 | $ 292,000 |
INCOME TAXES (Schedule of recon
INCOME TAXES (Schedule of reconciliation of income tax attributable to continuing operations statutory tax rate) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Major components of tax expense (income) [abstract] | |||
Canadian statutory income tax rate | 26.00% | 26.00% | 25.00% |
Income tax recovery at statutory rate | $ 2,458,000 | $ 73,000 | $ 5,000 |
Effect on income taxes of: | |||
Income tax rate differences | 6,000 | ||
Permanent differences | (1,457,000) | ||
Losses not recognized | (902,000) | (73,000) | (5,000) |
Income taxes recoverable | $ (105,000) |
INCOME TAXES (Schedule of defer
INCOME TAXES (Schedule of deferred income tax assets and liabilities) (Details) - CAD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets (liabilities) | ||
Non-capital losses carried forward | $ 2,214,000 | $ 78,000 |
Share issuance costs | 19,000 | |
Total gross deferred income tax assets | 2,233,000 | 78,000 |
Unrecognized deferred income tax assets | (2,128,000) | (78,000) |
Net deferred income tax asset (liabilities) | 105,000 | |
Intangible assets | (694,000) | |
Net deferred income tax asset (liabilities) | $ (589,000) |
ECONOMIC DEPENDENCE (Narrative)
ECONOMIC DEPENDENCE (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Economic Dependence Narrative | |||
Number of sales customers | 3 | 2 | |
Percentage of revenues from customers | 100.00% | 100.00% |
SUPPLEMENTAL CASH FLOW INFORM59
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Supplemental cash flow information [Abstract] | |||
Cash paid for interest | $ 24,399 | ||
Cash paid for income taxes | |||
Total supplemental cash flow information | $ 24,399 |
SEGMENTED INFORMATION (Details)
SEGMENTED INFORMATION (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of operating segments [line items] | |||
Revenues | $ 200,498 | $ 19,403 | |
Current assets | 497,029 | $ 123,896 | |
Non-current assets | 2,881,131 | ||
United States [Member] | |||
Disclosure of operating segments [line items] | |||
Revenues | 16,737 | ||
Current assets | 5,339 | ||
Non-current assets | 35 | ||
Argentina [Member] | |||
Disclosure of operating segments [line items] | |||
Revenues | 65,061 | ||
Current assets | 111,773 | ||
Non-current assets | 2,525,290 | ||
Colombia [Member] | |||
Disclosure of operating segments [line items] | |||
Revenues | 118,700 | ||
Current assets | 108,653 | ||
Non-current assets | $ 355,806 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - CAD ($) | Feb. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Disclosure of non-adjusting events after reporting period [line items] | ||||
Proceeds from common stock | $ 3,367,310 | |||
Mexican-based private tower [Member] | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Ownership interest acquired | 70.00% | |||
Mexican-based private tower [Member] | Warrants [Member] | ||||
Disclosure of non-adjusting events after reporting period [line items] | ||||
Common shares issued | 8,665,201 | |||
Proceeds from common stock | $ 2,166,300 |