Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2022 | Jul. 08, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | SALONA GLOBAL MEDICAL DEVICE CORPORATION | |
Entity Central Index Key | 0001617765 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2022 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 53,165,133 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity File Number | 333-255642 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 3330 Caminito Daniella | |
Entity Address, City or Town | Del Mar | |
City Area Code | 800 | |
Local Phone Number | 760-6826 | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92014 | |
Entity Tax Identification Number | 00-0000000 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - CAD ($) | May 31, 2022 | Feb. 28, 2022 |
Assets | ||
Cash and cash equivalents | $ 6,876,824 | $ 8,057,100 |
Accounts receivable, net | 7,227,268 | 6,595,668 |
Inventories, net | 6,221,700 | 4,969,439 |
Prepaid expenses and other receivables | 559,689 | 412,794 |
Total current assets | 20,885,481 | 20,035,001 |
Security deposit | 483,065 | 484,975 |
Property and equipment, net | 1,496,013 | 1,460,175 |
Right-of-use assets, net | 4,292,484 | 3,941,840 |
Intangible assets, net | 7,704,461 | 6,926,582 |
Goodwill | 10,554,426 | 9,833,039 |
Total assets | 45,415,930 | 42,681,612 |
Liabilities | ||
Line of credit | 5,237,735 | 5,497,249 |
Accounts payable and accrued liabilities | 4,035,765 | 3,679,396 |
Current portion of debt | 176,292 | 174,361 |
Current portion of lease liability | 338,226 | 245,257 |
Other liabilities | 1,447,215 | 562,262 |
Obligation for issuance of shares | 2,704,105 | 12,997,846 |
Total current liabilities | 13,939,338 | 23,156,371 |
Debt, net of current portion | 634,131 | 681,758 |
Lease liability, net of current portion | 4,223,784 | 3,934,431 |
Deferred tax liability | 1,927,144 | 1,755,889 |
Total liabilities | 20,724,397 | 29,528,449 |
Stockholders' equity | ||
Common stock, value | 38,391,371 | 38,046,097 |
Additional paid-in-capital | 7,457,454 | 6,985,107 |
Accumulated other comprehensive income | 629,074 | 1,006,361 |
Deficit | (36,531,095) | (33,364,881) |
Total stockholders' equity | 24,691,533 | 13,153,163 |
Total liabilities and stockholders' equity | 45,415,930 | 42,681,612 |
Class A Common stock [Member] | ||
Stockholders' equity | ||
Common stock, value | 480,479 | 480,479 |
Class A Shares to be issued [Member] | ||
Stockholders' equity | ||
Common stock, value | $ 14,264,250 | $ 0 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parentheticals) - Common Stock [Member] - $ / shares | May 31, 2022 | Feb. 28, 2022 |
Common stock, No par value | $ 0 | $ 0 |
Common stock, shares issued | 53,165,133 | 52,539,162 |
Common stock, shares outstanding | 53,165,133 | 52,539,162 |
Common Class A [Member] | ||
Common stock, No par value | $ 0 | $ 0 |
Common stock, shares issued | 1,355,425 | 1,355,425 |
Common stock, shares outstanding | 1,355,425 | 1,355,425 |
Class A Shares to be issued [Member] | ||
Common stock, shares issued | 19,019,000 | |
Common stock, shares outstanding | 19,019,000 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 10,048,548 | $ 590,440 |
Cost of revenue | ||
Direct service personnel | 1,513,839 | 44,914 |
Direct material costs | 4,636,081 | 338,551 |
Other direct costs | 256,363 | 0 |
Total cost of revenue | 6,406,283 | 383,465 |
Gross margin | 3,642,265 | 206,975 |
Operating expenses | ||
General and administrative | 2,876,460 | 497,782 |
Total operating expenses | 2,876,460 | 497,782 |
Net income (loss) before the undernoted | 765,805 | (290,807) |
Amortization of intangible assets | (233,335) | (8,179) |
Depreciation of property and equipment | (70,945) | (4,860) |
Amortization of right-of-use assets | (108,375) | (3,617) |
Interest expense | (131,849) | (7,244) |
Foreign exchange gain | 244 | 3,246 |
Gain on debt settlement | 0 | 15,538 |
Change in fair value of SDP earn-out consideration | (2,451,600) | 0 |
Change in fair value of contingent consideration | (459,693) | 0 |
Transaction costs including legal, financial, audit, US & Canadian regulatory expenses | (535,446) | (338,675) |
Net loss before taxes | (3,225,194) | (634,598) |
Current income tax expense | 0 | 0 |
Deferred income tax recovery | 58,980 | 0 |
Net loss | (3,166,214) | (634,598) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (377,287) | (312,125) |
Comprehensive loss | $ (3,543,501) | $ (946,723) |
Net loss per share | ||
Basic and diluted | $ (0.06) | $ (0.02) |
Weighted average number of shares outstanding | 54,029,902 | 34,995,692 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity - CAD ($) | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Class A Shares to be issued [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income [Member] | Deficit [Member] | Total |
Balance at Feb. 28, 2021 | $ 31,065,513 | $ 3,625,762 | $ 943,320 | $ (28,992,862) | $ 6,641,733 | ||
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 19,087 | 19,087 | |||||
Shares issued on exercise of options | $ 533,666 | (178,166) | 355,500 | ||||
Shares issued on exercise of options (in shares) | 1,492,425 | ||||||
Shares exchanged to Class A Shares | $ (480,479) | $ 480,479 | |||||
Shares exchanged to Class A Shares (in shares) | (1,355,425) | 1,355,425 | |||||
Shares for debt settlement | $ 94,999 | 94,999 | |||||
Shares for debt settlement (in shares) | 737,000 | ||||||
Shares issued on financing, net | $ 5,300,490 | 5,300,490 | |||||
Shares issued on financing, net (in shares) | 9,990,237 | ||||||
Foreign currency translation gain (loss) | (312,125) | (312,125) | |||||
Net loss for the period | (634,598) | (634,598) | |||||
Balance at May. 31, 2021 | $ 36,514,189 | $ 480,479 | 3,466,683 | 631,195 | (29,627,460) | 11,465,086 | |
Balance (in shares) at May. 31, 2021 | 44,677,545 | 1,355,425 | |||||
Balance at Feb. 28, 2021 | $ 31,065,513 | 3,625,762 | 943,320 | (28,992,862) | $ 6,641,733 | ||
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares issued on exercise of options (in shares) | 1,605,042 | ||||||
Balance at Feb. 28, 2022 | $ 38,046,097 | $ 480,479 | 6,985,107 | 1,006,361 | (33,364,881) | $ 13,153,163 | |
Balance (in shares) at Feb. 28, 2022 | 52,539,162 | 1,355,425 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 489,089 | 489,089 | |||||
Shares issued on exercise of options | $ 8,426 | (3,097) | $ 5,329 | ||||
Shares issued on exercise of options (in shares) | 28,154 | 28,154 | |||||
Shares for debt settlement | $ 0 | ||||||
Shares issued on exercise of broker warrants | $ 229,598 | (13,645) | 215,953 | ||||
Shares issued on exercise of broker warrants (in Shares) | 454,817 | ||||||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | 14,371,500 | |||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | ||||||
Shares issued related to acquisition of SDP | $ 107,250 | $ (107,250) | |||||
Shares issued related to acquisition of SDP (in shares) | 143,000 | (143,000) | |||||
Class A Shares exchanged for common shares | $ 107,250 | $ (107,250) | 143,000 | ||||
Class A Shares exchanged for common shares (in shares) | 143,000 | (143,000) | |||||
Foreign currency translation gain (loss) | (377,287) | (377,287) | |||||
Net loss for the period | (3,166,214) | (3,166,214) | |||||
Balance at May. 31, 2022 | $ 38,391,371 | $ 480,479 | $ 14,264,250 | $ 7,457,454 | $ 629,074 | $ (36,531,095) | $ 24,691,533 |
Balance (in shares) at May. 31, 2022 | 53,165,133 | 1,355,425 | 19,019,000 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Operating activities | ||
Net loss | $ (3,166,214) | $ (634,598) |
Non-cash items: | ||
Depreciation and amortization | 412,655 | 16,657 |
Interest accretion on lease liability | 61,575 | 6,430 |
Stock based compensation | 489,089 | 19,087 |
Change in fair value of contingent consideration | 459,693 | 0 |
Change in fair value of SDP earn-out consideration | 2,451,600 | 0 |
Change in fair value of marketable securities | 0 | (12,045) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (110,662) | (193,564) |
Prepaid expenses and other receivables | (42,082) | (458,457) |
Inventories | (779,655) | 115,076 |
Accounts payable and accrued liabilities | (523,938) | 498,097 |
Other liabilities | 300,968 | 0 |
Deferred tax liability | (58,980) | 0 |
Net cash used in operating activities | (505,951) | (643,317) |
Investing activities | ||
Cash received on acquisition of SDP | 0 | 255 |
Cash received on acquisition of Mio-Guard | 3,363 | 0 |
Acquisition of property and equipment | (39,212) | 0 |
Net cash (used in) provided by investing activities | (35,849) | 255 |
Financing activities | ||
Repayment of long-term debt | (42,541) | (211,436) |
Repayment of line of credit, net | (239,084) | (186,623) |
Issuance costs | 0 | (124,884) |
Proceeds from exercise of stock options | 5,329 | 176,000 |
Proceeds from exercise of broker warrants | 215,953 | 0 |
Lease payments | (132,402) | 0 |
Net cash used in financing activities | (192,745) | (346,943) |
Effect of foreign exchange rates on cash | (445,731) | (255,216) |
Decrease in cash and cash equivalents and restricted cash | (734,545) | (990,005) |
Cash and cash equivalents and restricted cash, opening | 8,057,100 | 12,506,142 |
Cash and cash equivalents and restricted cash, closing | 6,876,824 | 11,260,921 |
Supplementary | ||
Interest | 70,274 | 16,207 |
Income taxes | 0 | 0 |
Common stock issued for debt | 0 | 94,999 |
Restricted cash including the closing balance above | $ 0 | $ 889,473 |
Description of the business
Description of the business | 3 Months Ended |
May 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the business [Text Block] | 1. Description of the business Salona Global Medical Device Corporation (formerly known as Brattle Street Investment Corp.) ("we," "us," "our," "Salona," or the "Company"), is a publicly traded company listed on the TSX Venture Exchange (the "Exchange" or "TSXV"). The Company is an acquisition oriented, US-based and revenue generating medical technology company. The Company aims to leverage the liquid Canadian capital markets to acquire small to midsize US and internationally based medical device products and companies with the goal of expanding sales and improving operations. The Company's aim is to create a large, broad-based medical device company with global reach. The Company was incorporated under the Canada Business Corporations Act On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). These shares were retroactively restated on the consolidated statements of stockholders' equity. On May 21, 2021, the Company closed on an acquisition of South Dakota Partners Inc. ("SDP"). On September 30, 2021, the Company closed on an acquisition of Simbex, LLC ("Simbex"). On November 28, 2021, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC ("ALG Health Plus" or "LLC"), aimed at selling medical devices and supplies to small, independent hospitals and group purchasing organizations, organizations that offer small medical offices and clinics access to devices and supplies on a larger scale creating efficiencies by aggregating purchasing volumes. On March 11, 2022, the Company closed on an acquisition of Mio-Guard, LLC ("Mio-Guard") a medical device sales and marketing business serving the Midwest United States. Since 2009, the team at Mio-Guard has sold into the athletic training, physical therapy and orthopedics markets for sports medicine products. Mio-Guard has over 50 sales representatives in the United States with a focus on the Midwest, South and Central United States and long-standing relationships with institutions ranging from high school to college to professional athletics. Under the terms of the Purchase Agreement, Inspira Financial Company, a wholly owned subsidiary of Salona Global (the " Salona Global Buyer ") will acquire all of the units of Mio-Guard from Mr. Zisholz in consideration for (i) 1,300,000 Class B units of the Salona Global Buyer (" Class B Units ") on closing, (ii) up to 125,000 Class B Units per quarter for eight consecutive quarters immediately following closing (subject to adjustment pursuant to customary closing adjustments), and (iii) two Class B Units for each dollar of EBITDA Mio-Guard generates during the eight quarters, subject to customary closing adjustments and subject to a maximum of 4,000,000 Class B Units to be issued. The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. The Salona Global Class "A" Shares have the same attributes as the Common Shares of Salona Global (" Salona Global Common Shares "), except that the Salona Global Class "A" Shares are not listed on the TSX Venture Exchange, do not carry the right to vote, and are convertible, subject to certain terms and conditions, including a provision prohibiting a holder of Salona Global Class "A" Shares from converting Salona Global Class "A" Shares for Salona Global Common Shares if it would result in such holder holding more than 9.9% of the Salona Global Common Shares, into Salona Global Common Shares on a one-for-one basis. In addition, pursuant to the Contribution and Exchange Agreement, Mr. Zisholz is restricted from holding more than 500,000 Salona Global Common Shares at any time. The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. |
Basis of presentation
Basis of presentation | 3 Months Ended |
May 31, 2022 | |
Basis Of Presentation [Abstract] | |
Basis of presentation [Text Block] | 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company's financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations. The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 28, 2022, that the Company filed on May 31, 2022. Functional and presentation currency These unaudited interim condensed consolidated financial statements are expressed in Canadian dollars unless otherwise stated. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries Inspira Financial Company, Inspira SaaS Billing, Inc., Simbex, LLC, ALG Health Plus, LLC, Mio-Guard, SDP and the wholly owned holding company subsidiaries noted below is US dollars. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting policies [Text Block] | 3. Significant accounting policies a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. b) Basis of measurement The unaudited interim condensed consolidated financial statements of the Company have been prepared on an historical cost basis except contingent consideration which are carried at fair value. c) Use of estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of May 31, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the unaudited interim condensed consolidated balance sheets and statements of operations and comprehensive loss. e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of May 31, 2022 and February 28, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP, Simbex, and Mio-Guard acquisitions, that would be required to be presented on the unaudited interim condensed consolidated balance sheet at fair value. f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard and ALG recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are placed in United States dollar and securities issued by the United States Government. i) Inventories Inventories comprises of raw-material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation p) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2022. q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the unaudited interim condensed consolidated balance sheet. r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the period ended May 31, 2022, the Company concluded based on the above mentioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. u) Recently issued pronouncements In October 2021 FASB, issued Accounting Standards Update (ASU) ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Acquisitions
Acquisitions | 3 Months Ended |
May 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions [Text Block] | 4. Acquisitions South Dakota Partners Inc. ("SDP") Purchase Price The Company completed the purchase of all of the capital stock of South Dakota Partners Inc. (SDP), under the Purchase Agreement dated May 21, 2021. Under the Purchase Agreement, Salona acquired the manufacturer specializing in medical devices, full electronics box builds, printed circuit board assemblies, electrodes, drug delivery and many other products involving electronics, electro-mechanical assemblies, and various types of material conversion. The acquisition included all of the current customers, contract rights, inventory, equipment, workforce, and manufacturing infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company will issue 19,162,000 non-voting class "A" shares of common stock valued at $12,340,570 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all of the assets and liabilities of SDP. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 The table below summarizes the value of the total consideration given in the transaction: Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 As of May 31, 2022, SDP has concluded its earn-out period and has met both the revenue and adjusted net asset threshold requirements to receive its full 19,162,000 non-voting "Class A" shares of common stock. As such, this obligation has been removed from the liability section of the unaudited interim condensed consolidated balance sheet as a contingent liability (as shown on the February 28, 2022, Consolidated Balance Sheet) and has been moved to the equity section as Share Capital. Please refer to the "Unaudited Interim Condensed Consolidated Statement of Stockholders' Equity" for more detail regarding this reclassification. As of May 31,2022, the fair value of the 19,162,000 shares was $14,371,500 (fair value as of February 28, 2022, was $11,919,900). The change in fair value of $2,451,600 has been reflected as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. Assets Acquired from ALG-Health, LLC: On November 28, 2021, the Company consummated the acquisition of the customer lists, sales orders and supply agreements and related sales channel and intellectual property assets of ALG-Health, LLC ("ALG"), a business engaged in the selling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics, in exchange for non-voting securities of ALG Health Plus which are exchangeable for up to a maximum of 21,000,000 nonvoting Class A shares of the Company subject to the achievement of certain revenue and EBITDA targets. In connection with the transaction, our subsidiary ALG Health Plus entered into an exclusive supply agreement with ALG. ALG has yet to earn the right to exchange any of its non-voting shares in ALG Health Plus for nonvoting Class A shares of the Company. As a result, no purchase price has been allocated to these assets. Simbex, LLC ("Simbex") Purchase Price: The Company completed the purchase of all the capital stock of Simbex, LLC (Simbex), under the Purchase Agreement dated September 30, 2021. Under the Purchase Agreement, Salona acquired the company which provides mechanical and electrical design and engineering services as well as consultancy services in the field of biomechanical systems and medical devices. The acquisition includes all its current customers, contract rights, work-in-process, equipment, workforce, as well as its consulting, design, and engineering infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company provided $5,691,759 cash as well as issuing 6,383,954 shares of non-voting class "A" common stock valued at $6,769,769 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all the assets and liabilities of Simbex. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". As of May 31, 2022, Management estimates that the amount of goodwill that will be deductible for income tax purposes for the year ended February 28, 2023, is $417,547. Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 The table below summarizes the value of the total consideration given in the transaction: Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 The Working Capital Adjustment comprises: ● the closing cash payment; ● the closing escrowed stock valued at US$100,000, valued at the 30-day Volume Weighted Average Price ("VWAP") determined as of the closing date; ● pro-rata bonuses to be paid to employees for 2021; and ● ordinary course bonuses for 2022. The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Simbex's business achieving certain milestones. The fair value of the contingent consideration liability of $6,769,769 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As at May 31, 2022, the fair value of the contingent consideration liability is $1,069,092 (February 28, 2022, $1,077,948) using risk free rate of 2.25% and volatility of 77%. The $8,856 reduction in the contingent consideration liability from February 28, 2022, has been taken as income on the unaudited interim condensed consolidated statements of operations and comprehensive loss . On February 28, 2022 the Company updated its assessment of the fair value of goodwill from the Simbex LLC acquisition, in conjunction with the Company's third party valuation experts based on updated year to date results of the acquired entity, intangible assets, and other factors resulting in an impairment to goodwill of $5,520,522. The fair value of goodwill was calculated by estimating the present value of future cash flows adjusted for redundant assets, working capital, and cost of disposal. The impairment of goodwill and adjustments to contingent consideration represent management's best estimates. Contingent consideration remains an estimate until the consideration is paid in line with the previously published purchase agreements relating to the Company's acquisitions. Goodwill represents an estimate of future value of the business based on acquisition data and always represents management's best estimate due to the variable nature of future performance Mio-Guard LLC ("Mio-Guard") On March 11, 2022, the Company acquired 100% units of Mio-Guard for a consideration which comprised of Salona stock at closing, and on future periods on an earnout basis. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The table below summarizes the value of the total consideration given in the transaction: At closing (1,300,000 Class B units) $ 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,465 Total Consideration $ 1,868,465 The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 3,363 Accounts receivable 531,601 Inventory 498,897 Property and equipment 73,446 Intangible assets and goodwill 1,732,602 Accounts payable (764,225 ) Due to related parties (2,307 ) Deferred tax liability (204,912 ) Total adjusted purchase price $ 1,868,465 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Goodwill (including workforce) $ 721,387 Tradename 220,056 Customer Relationships 532,968 Non-Competes 49,609 Other intangible assets 208,582 Total identifiable intangible assets including goodwill $ 1,732,602 The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Mio-Guard's business achieving certain milestones. The fair value of the contingent consideration liability of $1,166,465 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As at May 31, 2022, the fair value of the contingent consideration liability is $1,635,013. The $468,548 increase in the contingent consideration liability from the date of acquisition, has been taken as expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. Since acquisition, Mio-Guard has generated $1,371,197 of revenue and has generated net earnings before tax of $96,629. These amounts are included in the consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, Mio-Guard's revenue would have been $1,436,750 and profit before tax would have been $69,624. If the combination had taken place at the beginning of the year, consolidated revenues would have been $10,114,100 and consolidated losses before tax would have been ($3,255,653). The pro forma unaudited results include estimates and assumptions which management believes are reasonable. These assumptions include an adjustment to operating income for one-time transactional costs that would not have occurred without the acquisition of Simbex. Additionally, the pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. |
Accounts receivable
Accounts receivable | 3 Months Ended |
May 31, 2022 | |
Receivables [Abstract] | |
Accounts receivable [Text Block] | 5. Accounts receivable May 31, 2022 February 28, 2022 Trade accounts receivable $ 7,250,256 $ 6,416,055 Allowance for doubtful accounts (72,003 ) (54,150 ) Other receivables 49,015 233,763 Total accounts receivable $ 7,227,268 $ 6,595,668 Other receivables consist of reimbursable costs from multiple customers of SDP and taxes receivable. During the quarter ended, May 31, 2022, SDP had 191 customers with three of those customers accounting for 85% (February 28, 2022 - 1,138 customers with two of those customers accounting for 78%) of revenues and as at May 31, 2022 those three customers accounted for 95% (February 28, 2022, 84%) of accounts receivable, which is a material concentration of risks. During the quarter ended May 31, 2022, SDP's revenue makes up 54% of total revenues. During the quarter ended May 31, 2022, Simbex had 28 customers with two of those customers accounting for 73% (February 28, 2022, 28 customers with three of those customers accounting for 52%) of revenues. Additionally, during the quarter ended May 31, 2022, Simbex had three customers which, as at May 31, 2022, accounted for 97% (February 28, 2022, four customers accounted for 74%) of accounts receivable. During the quarter ended May 31, 2022, Simbex's revenue makes up 30% of total revenues. During the quarter ended, May 31, 2022, Mio-Guard had 212 customers with three of those customers accounting for 46% (February 28, 2022, nil) of accounts receivable, which is a material concentration of risks. During the quarter ended May 31, 2022, Mio-Guard's revenue makes up 14% of total revenues. |
Disaggregation of Revenues
Disaggregation of Revenues | 3 Months Ended |
May 31, 2022 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenues [Text Block] | 6. Disaggregation of Revenues May 31, 2022 May 31, 2021 Sales $ 10,010,352 $ 572,680 Fees and other 38,144 - Total operating revenues $ 10,048,496 $ 572,680 Investment income 52 5,715 Change in fair value of marketable securities - 12,045 Total revenue $ 10,048,548 $ 590,440 During the quarter ended May 31, 2022, $6,995,343 of the sales revenue was earned from "point-in-time" revenue ($572,680 for the quarter ended May 31, 2021) and $3,015,009 of the sales revenue was earned "over-a-period" of time ($nil for the quarter ended May 31, 2021). |
Inventories
Inventories | 3 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 7. Inventories The Company tracks inventory as it progresses through the production process. The Company allocates inventory into four major buckets: Raw material, work in progress, trading goods, and finished goods. May 31, 2022 February 28, 2022 Raw materials $ 5,106,207 $ 4,640,896 Work in progress 403,966 259,235 Finished goods 87,815 69,308 Trading goods 623,712 - Total $ 6,221,700 $ 4,969,439 |
Property and equipment
Property and equipment | 3 Months Ended |
May 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment [Text Block] | 8. Property and equipment Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 25,334 $ - $ (5,688 ) $ 1,464,262 Computer equipment and software 73,728 45,848 119,576 13,878 - (2,237 ) 131,217 Furniture and fixtures 10,235 27,598 37,833 - - (197 ) 37,636 Leasehold improvements 134,516 - 134,516 - - (529 ) 133,987 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 39,212 $ - $ (8,651 ) $ 1,767,102 Accumulated Depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 178,244 $ - $ 178,244 $ 59,683 $ - $ (1,004 ) $ 236,923 Computer equipment and software 15,269 - 15,269 6,583 - (1,710 ) 20,142 Furniture and fixtures 1,292 - 1,292 420 - (8 ) 1,704 Leasehold improvements 8,115 - 8,115 4,259 - (54 ) 12,320 Total $ 202,920 $ - $ 202,920 $ 70,945 $ - $ (2,776 ) $ 271,089 Net Book Value $ 1,460,175 $ 1,496,013 |
Intangible assets
Intangible assets | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets [Text Block] | 9. Intangible assets Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 - - 320,823 Customer Base 4,914,553 532,968 5,447,521 - - 5,447,521 Non-Competes 863,760 49,608 913,368 - - 913,368 Other Intangible Assets - 208,582 208,582 - - 208,582 Total $ 7,374,930 $ 1,011,214 $ 8,386,144 $ - $ - $ 8,386,144 Accumulated depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 76,058 $ - $ 209,318 Intellectual Property 51,968 - 51,968 17,234 - 69,202 Customer Base 169,783 - 169,783 92,911 - 262,694 Non-Competes 93,337 - 93,337 47,132 - 140,469 Other Intangible Assets - - - - Total $ 448,348 $ - $ 448,348 $ 233,335 $ - $ 681,683 Net Book Value $ 6,926,582 $ 7,704,461 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities [Text Block] | 10. Accounts payable and accrued liabilities May 31, 2022 February 28, Accounts payable $ 3,635,115 $ 2,862,694 Accrued liabilities 400,650 816,702 Other liabilities 1,447,215 562,262 Total $ 5,482,980 $ 4,241,658 Other liabilities include unearned customer deposits and unearned revenues totaling $1,287,163 (February 28, 2022, $426,609). During the quarter ended, May 31, 2022, ALG had one supplier, which accounted for 100% (February 28, 2022, 100%) of its accounts payable, which is a material concentration of risks. |
Line of credit and debt
Line of credit and debt | 3 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Line of credit and debt [Text Block] | 11. Line of credit and debt The line of credit facility is with a financial institution whereby the Company, through SDP, may borrow up to US$5,400,000 with a maturity on August 1, 2023. Borrowings' bear interest at 4% or prime +0.75%, whichever is greater, and any accrued unpaid interest is due on a monthly basis. The balance is secured by its entire $5,597,989 (US $4,425,987) of inventory and $4,273,655 (US $3,378,918) of accounts receivable of SDP and not the Parent or any other subsidiary. As of May 31, 2022, the balance outstanding under the agreement was $5,237,735 (US $4,141,157) (February 28, 2022 - $5,497,249 (US$4,329,224). In accordance with the refinanced agreement, the Company is subject to a financial covenant. The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to May 31, 2022, the Company was in compliance with the financial covenant. Debt Crestmark term loan Total Debt Balance, February 28, 2022 $ 856,119 $ 856,119 Additions - - Forgiveness of loan - - Principal repayments (42,541 ) (42,541 ) Translation (3,155 ) (3,155 ) Balance, May 31, 2022 810,423 810,423 Less: current portion (176,292 ) (176,292 ) Long-term portion $ 634,131 $ 634,131 As of May 31, 2022, the Company's total debt is $810,423 (February 28, 2022 - $856,119), of which $176,292 is considered current (February 28, 2022 $174,361) and $634,131 is considered long-term (February 28, 2022 $681,758). Term Note On June 9, 2021, the Company borrowed $936,696 (US$750,000) with a financial institution, Crestmark. The loan is secured by a loan and security agreement and may not exceed 92% of the net book value of SDP's machinery and equipment, which at May 31 2022 was $1,197,758. The debt accrues interest at 2.75% in excess of Wall Street Journal Prime rate with a minimum of 6% with monthly payments of principal and interest in the amount of $18,433 (US$14,500) beginning on the first day of the first full month following the initial funding and maturing on June 1, 2024. The borrowings are guaranteed by the stockholders of the Company. As of May 31, 2022, the balance of the note was $810,423 (US$640,752). |
Leases
Leases | 3 Months Ended |
May 31, 2022 | |
Leases [Abstract] | |
Leases [Text Block] | 12. Leases Set out below are the carrying amount of right of use assets and the movements during the quarter ended May 31, 2022: Right-of-use assets Balance, February 28, 2022 $ 3,941,840 Acquired 476,956 Amortization (108,375 ) Translation (17,937 ) Balance, May 31, 2022 $ 4,292,484 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 61,575 Lease payments (132,402 ) Translation (18,777 ) Balance, May 31, 2022 $ 4,562,010 $ 338,226 $ 4,223,784 Future minimum lease payments payable are as follows: Twelve months ending May 31, 2023 $ 570,263 Twelve months ending May 31, 2024 586,674 Twelve months ending May 31, 2025 602,637 Twelve months ending May 31, 2026 619,486 Twelve months ending May 31, 2027 589,308 2028 and thereafter 3,484,518 Total future minimum lease payments 6,452,886 Less: Interest on lease liabilities (1,890,876 ) Total present value of minimum lease payments 4,562,010 Less: current portion 338,226 Non-current portion $ 4,223,784 At May 31, 2022, the weighted average remaining lease terms were 12.23 years (February 28, 2022 - 13.3 years) and the weighted average discount rate was 5.42% (February 28, 2022 - 5.46%). SDP facility lease In October 2018, SDP sold its facility in Clear Lake, South Dakota for $2,760,377 (US$2,182,461). In connection with the sale, SDP entered into a lease agreement for the facility with an initial lease term of 15 years for a base annual rental of $242,767 (US$190,965), with four extension options of five years each. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company delivered a letter of credit in the amount of $483,065 (US$381,930), to be renewed annually for the duration of the lease agreement. The letter of credit is secured by a guaranteed investment certificate, which is recorded as security deposit on the unaudited interim condensed consolidated balance sheet. Simbex office space lease On October 1, 2021, Simbex LLC entered into a lease agreement for an office space located in Lebanon, NH with an initial lease term of 3 years for a base annual rental of $200,148 (US$157,440), with an option to extend for five years. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company is also responsible to pay a prorated share of the building overhead monthly as additional rent. The annual amount for this additional rent is $118,753 (US $93,413). Inspira Financial Company office space lease On April 1, 2022, Inspira Financial Company entered into a lease agreement for an office space located in Encino, CA with a lease term of 6 months for a base annual rental of $25,110 (US$19,752), with extension options of 6 months each. The base rental amount increases annually on a case-by-case basis. The Company has elected the practical expedient permitted under ASC 842 not to account, as insignificant. Mio-Guard, LLC facility lease On January 1, 2022, Mio-Guard LLC entered into a lease agreement for an office space located in Holt, MI with an initial lease term of 5 years for a base annual rental of $108,892 (US$85,656). The base rental amount increases annually on the first day of the lease year at the lesser of 2.27% or 1.25 times the change in the price index, as defined. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | 13. Stockholders' Equity a. Share capital Unlimited voting common shares without par value Unlimited non-voting convertible Class A shares without par value Issuances As of May 31, 2022, and February 28, 2022, the Company had 53,165,133 and 52,539,162 common shares outstanding, respectively, with a value of $38,391,371 and $38,046,097, respectively. As of May 31, 2022, and February 28, 2022, the Company had 1,355,425 and 1,355,425 Class A shares outstanding, respectively, with a value of $480,479 and $480,479, respectively. On May 4, 2022, 454,817 shares of common stock were issued on the exercise of 454,817 broker share purchase warrants at an exercise price of $0.4749 per share. Proceeds received from this exercise totaled $215,953. On May 25, 2022, 28,154 shares of common stock were issued on the exercise of 28,154 stock options at an exercise price of $0.19 per share. Proceeds received from this exercise totaled $5,329. On May 31, 2022, 143,000 Class A shares were issued to former owner of SDP at a fair market price of $0.75 per share These shares were issued upon completion of SDP's earn-out period. No cash was required to be received as consideration for these shares. Immediately following the issuance, the 143,000 Class A shares were exchanged for 143,000 common shares of the Company. Shares to be issued On May 31, 2022, SDP has concluded its earn-out period and achieved its milestones allowing SDP to receive its full earn-out compensation of 19,162,000 Class A shares (as described in detail in Note 4). These shares will be allocated to the previous owners of SDP based on their percentage of ownership on the date of sale. As of May 31, 2022, the fair value of the shares to be issued is $14,371,500. As of May 31, 2022, the outstanding Class A shares to be issued are as follows: Number of Shares Price per Share Value of Shares Amount to be issued to SDP sellers - May 31, 2022 19,162,000 0.75 $ 14,371,500 Shares issued (143,000 ) 0.75 (107,250 ) Balance as at May 31, 2022 19,019,000 0.75 $ 14,264,250 As of May 31, 2022, 143,000 Class A shares have been issued to one previous owner of SDP and 19,019,000 Class A shares are to be issued. b. Share based compensation The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in the Option Plan and the term, vesting periods, and the exercise price of options granted under the Option Plan. The stock option vesting ranges over a 1 year to 10-year period. The outstanding stock options at May 31, 2022 are as follows: Grant date Exercise price Number of options Number of vested options Weighted Avg Remaining Life (years) March 28, 2014 $ 2.13 5,103 5,103 1.83 September 23, 2019 0.19 28,155 - 2.32 May 29, 2020 0.27 73,700 73,700 2.99 August 18, 2020 0.19 73,700 73,700 8.22 June 8, 2021 0.99 434,830 - 4.01 June 8, 2021 0.86 1,647,990 - 4.01 June 8, 2021 0.86 250,000 250,000 4.01 July 7, 2021 1.39 400,000 - 4.22 December 6, 2021 0.65 1,185,400 - 4.52 January 19, 2022 0.65 150,000 - 4.64 March 9, 2022 0.54 240,000 - 4.78 April 13, 2022 0.78 236,700 - 4.87 April 26, 2022 0.90 350,000 - 4.91 Total $ 0.82 5,075,578 402,503 4.34 A summary of the Company's options are as follows: Number of Options Weighted Avg. Exercise Price Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired and forfeited (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 Options exercised (28,154 ) 0.01 Options exercised and forfeited - - Options issued 826,700 0.12 Balance as at May 31, 2022 5,075,578 $ 0.82 The Company recognized $489,089 of stock-based compensation for the quarter ended May 31, 2022 ($19,087 for the quarter ended May 31, 2021). On March 9, 2022, the Company issued 240,000 options to ten employees of SDP. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.54 per option. The fair value of the options was estimated on the date of the grant at $0.53 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 201%; expected dividend yield of 0%; risk-free interest rate of 1.50%; stock price of $0.54; and expected life of 5 years. On April 13, 2022, the Company issued 236,700 options to an officer of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.78 per option. The fair value of the options was estimated on the date of the grant at $0.77 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 210%; expected dividend yield of 0%; risk-free interest rate of 1.54%; stock price of $0.78; and expected life of 5 years. On April 26, 2022, the Company issued 350,000 options to two employees of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.90 per option. The fair value of the options was estimated on the date of the grant at $0.86 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 214%; expected dividend yield of 0%; risk-free interest rate of 2.58%; stock price of $0.87; and expected life of 5 years. c. Warrants The following warrants have been issued this year: Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 41.25 2,121,232 2,121,232 0.55 May 21, 2021 0.47 421,414 421,414 0.55 May 21, 2021 0.85 243,675 243,675 0.55 November 11, 2021 0.86 199,804 199,804 1.45 February 15, 2022 0.55 542,431 542,431 2.71 February 15, 2022 0.70 7,749,000 7,749,000 2.71 Total $ 0.79 11,277,556 11,277,556 2.16 A summary of the Company's warrants are as follows: Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Broker warrants exercised (454,817 ) Balance as at May 31, 2022 11,277,556 $ 0.80 During the quarter ended May 31, 2022, no additional warrants were issued (February 28, 2022 - 10,070,036 warrants and 1,662,337 broker warrants were issued) On May 4, 2022, 454,817 shares of common stock were issued on the exercise of 454,817 broker share purchase warrants at an exercise price of $0.4749 per share. Proceeds received from this exercise totaled $215,953. |
Related party transactions
Related party transactions | 3 Months Ended |
May 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions [Text Block] | 14. Related party transactions The Company's transactions with related parties were carried out on normal commercial terms and in the course of the Company's business. Other than disclosed elsewhere in the Company's unaudited interim condensed consolidated financial statements, related party transactions are as follows. For the three months ended May 31, 2022 May 31, 2021 Salaries and short-term benefits $ 167,656 $ 22,775 Stock based compensation 253,748 19,087 Total $ 421,404 $ 41,862 Salary, allowance and other include salary, consulting fees, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder, directors and executive officers of the Company. Stock based compensation are to the directors and executive officers of the Company (Note 13). |
Capital management
Capital management | 3 Months Ended |
May 31, 2022 | |
Capital Management [Abstract] | |
Capital management [Text Block] | 15. Capital management The Company's objectives when managing capital are to: (a) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (b) maintain a capital structure that allows the Company to finance its growth using internally generated cash flow and debt capacity; and (c) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk. The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and may make adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may, from time to time, change the amount of dividend paid to shareholders, return capital to shareholders by way of normal course issuer bid, issue new shares, or reduce liquid assets to repay other debt. |
Net loss per share
Net loss per share | 3 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share [Text Block] | 16. Net loss per share For the three months ended May 31, 2022 May 31, 2021 Net loss $ (3,166,214 ) $ (634,598 ) Weighted average number of Common and Class A shares 54,029,902 34,995,692 Net loss per share from operations Basic $ (0.06 ) $ (0.02 ) Diluted $ (0.06 ) $ (0.02 ) |
Operating expenses
Operating expenses | 3 Months Ended |
May 31, 2022 | |
General and Administrative Expense [Abstract] | |
Operating expenses [Text Block] | 17. Operating expenses General and administrative expenses include stock-based compensation of $489,089 ($19,087 for the quarter ended May 31, 2021) as well as rent and facility costs, professional fees, public company expenses, insurance and other general expenses. |
Transaction costs including leg
Transaction costs including legal, financial, audit, US and Canadian regulatory costs | 3 Months Ended |
May 31, 2022 | |
Costs and Expenses [Abstract] | |
Transaction costs including legal, financial, audit, US and Canadian regulatory costs [Text Block] | 18 Transaction costs including legal, financial, audit, US and Canadian regulatory costs The Company incurred costs associated with the Change of Business transaction, due diligence of acquisition targets, financing costs, US regulatory costs and the associated accounting and regulatory costs. While these costs are crucial to future operations, they do not represent regular operational costs of the business. The Company presents these costs separately to better allow investors to evaluate the operational status of the Company independently of financing, regulatory and other transaction focused expenses, which were as follows: May 31, 2022 May 31, 2021 Consulting and professional fees 456,092 326,392 General expenses 79,354 12,283 Transaction costs 535,446 338,675 |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended |
May 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents [Text Block] | 19. Cash and cash equivalents Cash represents bank deposits at financial institutions with high credit rating. Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of 90 days or less at time of purchase. Cash equivalents, which are carried at fair value and amortized cost, and consist of holdings in a money market fund and in treasury bills. As of May 31, 2022, there are no cash equivalents presented on the unaudited interim condensed consolidated balance sheet (February 28, 2022- $nil). |
Contingencies
Contingencies | 3 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | 21. Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at May 31, 2022 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations. There are also no proceedings in which any of the Company's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest. Other than the line of credit and debt disclosed in Note 11, the Company does not have any other financial commitments or contingencies. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 22. Subsequent Events The Company announced on June 7, 2022 that it had executed a non-binding agreement to acquire a US$5M revenue plastics business with 40% gross margins. The acquisition target has unaudited annual revenues of approximately US$5M with 40% gross margins. According to the non-binding agreement, Salona Global would pay US$6,500,000 or just over 1.2 times annual revenues, made up of an initial cash payment of US$3,000,000 and the issuance of up to 1,600,000 shares on closing, and US$2,500,000 in deferred payments upon performance. The Company announced on June 9, 2022 that it had executed a non-binding agreement to acquire a US$14M revenue physical therapy medical and equipment business with 35% gross margins. The acquisition target has unaudited annual revenues of approximately US$14M. It reported 35% unaudited gross margins, has a strong balance sheet relative to revenue, and is generating free cash flow. According to the non-binding agreement, Salona Global would pay US$14,00,000 or one (1) times annual revenues, made up of an initial cash payment of US$9,000,000 on closing and the issuance of up to 3,300,000 shares* and US$3,000,000 in a subordinated note. The Company announced on June 29, 2022 that it had signed an agreement to distribute the Hyperice™ suite of products. Additionally, Salona Global also announced receipt of its first orders of 600 units for the recently launched Mio-Guard® premium reusable electrode based on the acquisition of intellectual property ("IP") previously announced on April 14, 2022. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of consolidation [Policy Text Block] | a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. |
Basis of measurement [Policy Text Block] | b) Basis of measurement The unaudited interim condensed consolidated financial statements of the Company have been prepared on an historical cost basis except contingent consideration which are carried at fair value. |
Use of estimates [Policy Text Block] | c) Use of estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Operating segments [Policy Text Block] | d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of May 31, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the unaudited interim condensed consolidated balance sheets and statements of operations and comprehensive loss. |
Fair value of financial instruments [Policy Text Block] | e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of May 31, 2022 and February 28, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP, Simbex, and Mio-Guard acquisitions, that would be required to be presented on the unaudited interim condensed consolidated balance sheet at fair value. |
Revenue recognition [Policy Text Block] | f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard and ALG recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. |
Research and development costs [Policy Text Block] | g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. |
Cash and cash equivalents [Policy Text Block] | h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are placed in United States dollar and securities issued by the United States Government. |
Inventories [Policy Text Block] | i) Inventories Inventories comprises of raw-material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. |
Goodwill [Policy Text Block] | j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. |
Property and equipment [Policy Text Block] | k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period |
Right-of-use asset [Policy Text Block] | l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases |
Intangible assets [Policy Text Block] | m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. |
Business Combination and Contingent consideration [Policy Text Block] | n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. |
Stock-Based Compensation [Policy Text Block] | o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation |
Basic and Diluted Earnings Per Share [Policy Text Block] | p) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2022. |
Foreign Currency Transactions and Comprehensive Income [Policy Text Block] | q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the unaudited interim condensed consolidated balance sheet. |
Income Taxes [Policy Text Block] | r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Share purchase warrants [Policy Text Block] | s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the period ended May 31, 2022, the Company concluded based on the above mentioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. |
Reclassification [Policy Text Block] | t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Recently issued pronouncements [Policy Text Block] | u) Recently issued pronouncements In October 2021 FASB, issued Accounting Standards Update (ASU) ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Significant accounting polici_3
Significant accounting policies (Tables) | 3 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful life for property plant and equipment [Table Text Block] | Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period |
Schedule of finite-lived intangible assets [Table Text Block] | Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
May 31, 2022 | |
South Dakota Partners Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of acquisition of SDP [Table Text Block] | Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 |
Schedule of value of total consideration [Table Text Block] | Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 |
Simbex, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation of purchase price [Table Text Block] | Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 |
Schedule of value of total consideration [Table Text Block] | Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 |
Mio Guard [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation of purchase price [Table Text Block] | Cash $ 3,363 Accounts receivable 531,601 Inventory 498,897 Property and equipment 73,446 Intangible assets and goodwill 1,732,602 Accounts payable (764,225 ) Due to related parties (2,307 ) Deferred tax liability (204,912 ) Total adjusted purchase price $ 1,868,465 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 721,387 Tradename 220,056 Customer Relationships 532,968 Non-Competes 49,609 Other intangible assets 208,582 Total identifiable intangible assets including goodwill $ 1,732,602 |
Schedule of value of total consideration [Table Text Block] | At closing (1,300,000 Class B units) $ 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,465 Total Consideration $ 1,868,465 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 3 Months Ended |
May 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable [Table Text Block] | May 31, 2022 February 28, 2022 Trade accounts receivable $ 7,250,256 $ 6,416,055 Allowance for doubtful accounts (72,003 ) (54,150 ) Other receivables 49,015 233,763 Total accounts receivable $ 7,227,268 $ 6,595,668 |
Disaggregation of Revenues (Tab
Disaggregation of Revenues (Tables) | 3 Months Ended |
May 31, 2022 | |
Disaggregation of Revenue [Abstract] | |
Schedule of disaggregation of revenues [Table Text Block] | May 31, 2022 May 31, 2021 Sales $ 10,010,352 $ 572,680 Fees and other 38,144 - Total operating revenues $ 10,048,496 $ 572,680 Investment income 52 5,715 Change in fair value of marketable securities - 12,045 Total revenue $ 10,048,548 $ 590,440 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
May 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories [Table Text Block] | May 31, 2022 February 28, 2022 Raw materials $ 5,106,207 $ 4,640,896 Work in progress 403,966 259,235 Finished goods 87,815 69,308 Trading goods 623,712 - Total $ 6,221,700 $ 4,969,439 |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
May 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment [Table Text Block] | Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 25,334 $ - $ (5,688 ) $ 1,464,262 Computer equipment and software 73,728 45,848 119,576 13,878 - (2,237 ) 131,217 Furniture and fixtures 10,235 27,598 37,833 - - (197 ) 37,636 Leasehold improvements 134,516 - 134,516 - - (529 ) 133,987 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 39,212 $ - $ (8,651 ) $ 1,767,102 Accumulated Depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 178,244 $ - $ 178,244 $ 59,683 $ - $ (1,004 ) $ 236,923 Computer equipment and software 15,269 - 15,269 6,583 - (1,710 ) 20,142 Furniture and fixtures 1,292 - 1,292 420 - (8 ) 1,704 Leasehold improvements 8,115 - 8,115 4,259 - (54 ) 12,320 Total $ 202,920 $ - $ 202,920 $ 70,945 $ - $ (2,776 ) $ 271,089 Net Book Value $ 1,460,175 $ 1,496,013 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
May 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 - - 320,823 Customer Base 4,914,553 532,968 5,447,521 - - 5,447,521 Non-Competes 863,760 49,608 913,368 - - 913,368 Other Intangible Assets - 208,582 208,582 - - 208,582 Total $ 7,374,930 $ 1,011,214 $ 8,386,144 $ - $ - $ 8,386,144 Accumulated depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 76,058 $ - $ 209,318 Intellectual Property 51,968 - 51,968 17,234 - 69,202 Customer Base 169,783 - 169,783 92,911 - 262,694 Non-Competes 93,337 - 93,337 47,132 - 140,469 Other Intangible Assets - - - - Total $ 448,348 $ - $ 448,348 $ 233,335 $ - $ 681,683 Net Book Value $ 6,926,582 $ 7,704,461 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 3 Months Ended |
May 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities [Table Text Block] | May 31, 2022 February 28, Accounts payable $ 3,635,115 $ 2,862,694 Accrued liabilities 400,650 816,702 Other liabilities 1,447,215 562,262 Total $ 5,482,980 $ 4,241,658 |
Line of credit and debt (Tables
Line of credit and debt (Tables) | 3 Months Ended |
May 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt [Table Text Block] | Crestmark term loan Total Debt Balance, February 28, 2022 $ 856,119 $ 856,119 Additions - - Forgiveness of loan - - Principal repayments (42,541 ) (42,541 ) Translation (3,155 ) (3,155 ) Balance, May 31, 2022 810,423 810,423 Less: current portion (176,292 ) (176,292 ) Long-term portion $ 634,131 $ 634,131 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
May 31, 2022 | |
Leases [Abstract] | |
Schedule of right-of-use assets and lease liabilities [Table Text Block] | Right-of-use assets Balance, February 28, 2022 $ 3,941,840 Acquired 476,956 Amortization (108,375 ) Translation (17,937 ) Balance, May 31, 2022 $ 4,292,484 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 61,575 Lease payments (132,402 ) Translation (18,777 ) Balance, May 31, 2022 $ 4,562,010 $ 338,226 $ 4,223,784 |
Schedule of future minimum lease payments payable [Table Text Block] | Twelve months ending May 31, 2023 $ 570,263 Twelve months ending May 31, 2024 586,674 Twelve months ending May 31, 2025 602,637 Twelve months ending May 31, 2026 619,486 Twelve months ending May 31, 2027 589,308 2028 and thereafter 3,484,518 Total future minimum lease payments 6,452,886 Less: Interest on lease liabilities (1,890,876 ) Total present value of minimum lease payments 4,562,010 Less: current portion 338,226 Non-current portion $ 4,223,784 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding class A shares to be issued [Table Text Block] | Number of Shares Price per Share Value of Shares Amount to be issued to SDP sellers - May 31, 2022 19,162,000 0.75 $ 14,371,500 Shares issued (143,000 ) 0.75 (107,250 ) Balance as at May 31, 2022 19,019,000 0.75 $ 14,264,250 |
Schedule of outstanding stock options [Table Text Block] | Grant date Exercise price Number of options Number of vested options Weighted Avg Remaining Life (years) March 28, 2014 $ 2.13 5,103 5,103 1.83 September 23, 2019 0.19 28,155 - 2.32 May 29, 2020 0.27 73,700 73,700 2.99 August 18, 2020 0.19 73,700 73,700 8.22 June 8, 2021 0.99 434,830 - 4.01 June 8, 2021 0.86 1,647,990 - 4.01 June 8, 2021 0.86 250,000 250,000 4.01 July 7, 2021 1.39 400,000 - 4.22 December 6, 2021 0.65 1,185,400 - 4.52 January 19, 2022 0.65 150,000 - 4.64 March 9, 2022 0.54 240,000 - 4.78 April 13, 2022 0.78 236,700 - 4.87 April 26, 2022 0.90 350,000 - 4.91 Total $ 0.82 5,075,578 402,503 4.34 |
Schedule of stock option activity [Table Text Block] | A summary of the Company's options are as follows: Number of Options Weighted Avg. Exercise Price Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired and forfeited (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 Options exercised (28,154 ) 0.01 Options exercised and forfeited - - Options issued 826,700 0.12 Balance as at May 31, 2022 5,075,578 $ 0.82 |
Schedule of warrants issued [Table Text Block] | Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 41.25 2,121,232 2,121,232 0.55 May 21, 2021 0.47 421,414 421,414 0.55 May 21, 2021 0.85 243,675 243,675 0.55 November 11, 2021 0.86 199,804 199,804 1.45 February 15, 2022 0.55 542,431 542,431 2.71 February 15, 2022 0.70 7,749,000 7,749,000 2.71 Total $ 0.79 11,277,556 11,277,556 2.16 |
Schedule of summary warrant [Table Text Block] | Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Broker warrants exercised (454,817 ) Balance as at May 31, 2022 11,277,556 $ 0.80 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
May 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions [Table Text Block] | For the three months ended May 31, 2022 May 31, 2021 Salaries and short-term benefits $ 167,656 $ 22,775 Stock based compensation 253,748 19,087 Total $ 421,404 $ 41,862 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net loss per share [Table Text Block] | For the three months ended May 31, 2022 May 31, 2021 Net loss $ (3,166,214 ) $ (634,598 ) Weighted average number of Common and Class A shares 54,029,902 34,995,692 Net loss per share from operations Basic $ (0.06 ) $ (0.02 ) Diluted $ (0.06 ) $ (0.02 ) |
Transaction costs including l_2
Transaction costs including legal, financial, audit, US and Canadian regulatory costs (Tables) | 3 Months Ended |
May 31, 2022 | |
Costs and Expenses [Abstract] | |
Schedule of transaction costs including legal, audit and US regulatory [Table Text Block] | May 31, 2022 May 31, 2021 Consulting and professional fees 456,092 326,392 General expenses 79,354 12,283 Transaction costs 535,446 338,675 |
Description of the business (Na
Description of the business (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 11, 2022 | May 31, 2022 | |
Variable Interest Entity [Line Items] | ||
Description of issued and outstanding common shares | On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). | |
Zisholz [Member] | ||
Variable Interest Entity [Line Items] | ||
Restriction on holding number of common shares | 500,000 | |
Common Class B [Member] | Zisholz [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of shares acquired on closing | 1,300,000 | |
Number of common shares acquired per quarter | 125,000 | |
Number of maximum units issued | 4,000,000 | |
Description of stock conversions | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. |
Significant accounting polici_4
Significant accounting policies (Narrative) (Details) | 3 Months Ended |
May 31, 2022 | |
Concentration Risk [Line Items] | |
Subsidiary ownership percentage | 100% |
Significant accounting polici_5
Significant accounting policies - Schedule of estimated useful lives of property and equipment (Details) | 3 Months Ended |
May 31, 2022 | |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Computer equipment and software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Over the lease period |
Significant accounting polici_6
Significant accounting policies - Schedule of estimated useful lives of Intangible asset (Details) | 3 Months Ended |
May 31, 2022 | |
Tradename - Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Non-Competes [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Customer Base [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - CAD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 11, 2022 | Feb. 28, 2022 | Nov. 28, 2021 | Sep. 30, 2021 | May 21, 2021 | May 31, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | |
Business Acquisition [Line Items] | |||||||||
Revenue | $ 10,114,100 | $ 10,048,548 | $ 590,440 | ||||||
Earning before tax | $ (3,255,653) | (3,225,194) | (634,598) | ||||||
Net earnings | (3,166,214) | (634,598) | |||||||
Liability for shares issued related to acquisition | $ 12,997,846 | 2,704,105 | $ 2,704,105 | $ 12,997,846 | |||||
Change in fair value of SDP earn-out consideration | $ (2,451,600) | $ 0 | |||||||
South Dakota Partners Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of common stock issued as consideration | 19,162,000 | 19,162,000 | |||||||
Value of common stock issued as consideration | $ 12,340,570 | ||||||||
Shares issued related to acquisition of SDP (in shares) | 19,162,000 | ||||||||
Stock issued during period, value, acquisitions | $ 14,371,500 | 11,919,900 | |||||||
Change in fair value of SDP earn-out consideration | 2,451,600 | ||||||||
ALG-Health, LLC [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares issued to agents | 21,000,000 | ||||||||
Simbex, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 5,691,759 | ||||||||
Number of common stock issued as consideration | 6,383,954 | ||||||||
Value of common stock issued as consideration | $ 6,769,769 | ||||||||
Deductible goodwill for income tax purposes | 417,547 | 417,547 | |||||||
Liability for shares issued related to acquisition | 1,077,948 | $ 6,769,769 | $ 1,069,092 | $ 1,069,092 | $ 1,077,948 | ||||
Risk-free Rate | 2.25% | 2.25% | |||||||
Stock price volatility | 77% | 77% | |||||||
Reduction in fair value as income | $ 8,856 | ||||||||
Impairment to goodwill | $ 5,520,522 | ||||||||
Mio-Guard, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, acquired ownership percentage | 100% | ||||||||
Revenue | $ 1,436,750 | $ 1,371,197 | |||||||
Earning before tax | 69,624 | 96,629 | |||||||
Liability for shares issued related to acquisition | 1,166,465 | $ 1,635,013 | $ 1,635,013 | ||||||
Increase in fair value as income | $ 468,548 |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price (Details) - CAD ($) | May 31, 2022 | Mar. 11, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 10,554,426 | $ 9,833,039 | |||
South Dakota Partners Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 255 | ||||
Security deposit | 461,066 | ||||
Accounts receivable | 2,763,621 | ||||
Inventories | 4,958,833 | ||||
Prepaid expenses | 21,651 | ||||
Property and equipment | 1,409,421 | ||||
Right-of-use assets | 2,343,947 | ||||
Intangible assets | 2,199,444 | ||||
Goodwill | 9,090,357 | ||||
Accounts payable | (821,244) | ||||
Accrued expenses | (201,733) | ||||
Customer deposits | (221,290) | ||||
Line of credit | (3,732,414) | ||||
Debt | (2,971,350) | ||||
Lease liability | (2,498,095) | ||||
Deferred tax liability | (557,559) | ||||
Other liabilities | (163,130) | ||||
Total adjusted purchase price | $ 12,081,780 | ||||
Simbex, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 632,697 | ||||
Accounts receivable | 1,402,315 | ||||
Work-in-process | 301,180 | ||||
Prepaid expenses | 34,992 | ||||
Property and equipment | 122,916 | ||||
Other receivables | 6,395 | ||||
Intangible assets | 5,175,486 | ||||
Goodwill | 6,263,204 | ||||
Accounts payable | (33,560) | ||||
Accrued expenses | (1,095) | ||||
Unearned revenue | (131,016) | ||||
Deferred tax liability | (1,311,986) | ||||
Total adjusted purchase price | $ 12,461,528 | ||||
Mio Guard [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 3,363 | ||||
Accounts receivable | 531,601 | ||||
Inventories | 498,897 | ||||
Property and equipment | 73,446 | ||||
Goodwill | 721,387 | ||||
Intangible assets and goodwill | 1,732,602 | ||||
Accounts payable | (764,225) | ||||
Due to related parties | (2,307) | ||||
Deferred tax liability | (204,912) | ||||
Total adjusted purchase price | $ 1,868,465 |
Acquisitions - Schedule of good
Acquisitions - Schedule of goodwill and other intangible assets (Details) - CAD ($) | May 31, 2022 | Mar. 11, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | May 21, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 10,554,426 | $ 9,833,039 | |||
South Dakota Partners Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 9,090,357 | ||||
Tradename - Trademarks | 341,929 | ||||
Intellectual Property | 320,823 | ||||
Customer Base | 1,266,405 | ||||
Non-Competes | 270,287 | ||||
Total identifiable intangible assets including goodwill | $ 11,289,801 | ||||
Simbex, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 6,263,204 | ||||
Tradename - Trademarks | 933,865 | ||||
Customer Base | 3,648,148 | ||||
Non-Competes | 593,473 | ||||
Total identifiable intangible assets including goodwill | $ 11,438,690 | ||||
Mio Guard [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 721,387 | ||||
Tradename - Trademarks | 220,056 | ||||
Customer Relationships | 532,968 | ||||
Non-Competes | 49,609 | ||||
Other intangible assets | 208,582 | ||||
Total identifiable intangible assets including goodwill | $ 1,732,602 |
Acquisitions - Schedule of valu
Acquisitions - Schedule of value of total consideration (Details) - CAD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 | May 31, 2022 | |
South Dakota Partners Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock (Parent Special Stock) | $ 12,340,570 | |||
Floor Guarantee/Contingent Liability | 1,139,910 | |||
Earn-out /Contingent Consideration (Revenue) | (21,924) | |||
Earn-out /Contingent Consideration (Net Assets) | $ (1,376,776) | |||
Number of common stock issued as consideration | 19,162,000 | 19,162,000 | ||
Total Consideration | $ 12,081,780 | |||
Simbex, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 4,428,900 | |||
Working Capital Adjustment | 1,262,859 | |||
Value of Escrowed Stock | 126,540 | |||
Stock (Parent Special Stock) | 6,769,769 | |||
Earn-out /Contingent Consideration (Net Assets) | $ 6,643,229 | |||
Number of common stock issued as consideration | 6,383,954 | |||
Total Consideration | $ 12,461,528 | |||
Mio Guard [Member] | ||||
Business Acquisition [Line Items] | ||||
At closing (1,300,000 Class B units) | $ 702,000 | |||
Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) | 1,166,465 | |||
Total Consideration | $ 1,868,465 | |||
Common Class B [Member] | Mio Guard [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of common stock issued as consideration | 1,300,000 | |||
Quarterly Earnout payments, maximum units issued | 2,700,000 |
Accounts receivable (Narrative)
Accounts receivable (Narrative) (Details) - Customer | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
South Dakota Development Corporation [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Number of customer | 191 | 1,138 |
Percentage of revenue | 54% | |
South Dakota Development Corporation [Member] | Two customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of revenue | 78% | |
South Dakota Development Corporation [Member] | Three customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of revenue | 85% | |
Percentage of account receivable | 95% | 84% |
Simbex, LLC [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Number of customer | 28 | 28 |
Percentage of revenue | 30% | |
Simbex, LLC [Member] | Two customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of revenue | 73% | |
Simbex, LLC [Member] | Three customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of revenue | 52% | |
Percentage of account receivable | 97% | |
Simbex, LLC [Member] | Four customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of account receivable | 74% | |
Mio-Guard, LLC [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Number of customer | 212 | |
Percentage of account receivable | 14% | |
Mio-Guard, LLC [Member] | Three customers [Member] | ||
Schedule Of Accounts Receivable [Line Items] | ||
Percentage of account receivable | 46% | 0% |
Accounts receivable - Schedule
Accounts receivable - Schedule of accounts receivable (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 7,250,256 | $ 6,416,055 |
Allowance for doubtful accounts | (72,003) | (54,150) |
Other receivables | 49,015 | 233,763 |
Total accounts receivable | $ 7,227,268 | $ 6,595,668 |
Disaggregation of Revenues (Nar
Disaggregation of Revenues (Narrative) (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Revenue earned at point in time | $ 6,995,343 | $ 572,680 |
Revenue earned over a period of time | $ 3,015,009 | $ 0 |
Disaggregation of Revenues - Sc
Disaggregation of Revenues - Schedule of disaggregation of revenues (Details) - CAD ($) | 3 Months Ended | ||
Mar. 11, 2022 | May 31, 2022 | May 31, 2021 | |
Disaggregation of Revenue [Abstract] | |||
Sales | $ 10,010,352 | $ 572,680 | |
Fees and other | 38,144 | 0 | |
Total operating revenues | 10,048,496 | 572,680 | |
Investment income | 52 | 5,715 | |
Change in fair value of marketable securities | 0 | 12,045 | |
Total revenue | $ 10,114,100 | $ 10,048,548 | $ 590,440 |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,106,207 | $ 4,640,896 |
Work in progress | 403,966 | 259,235 |
Finished goods | 87,815 | 69,308 |
Trading goods | 623,712 | 0 |
Total | $ 6,221,700 | $ 4,969,439 |
Property and equipment - Schedu
Property and equipment - Schedule of property and equipment (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Cost | ||
Beginning balance | $ 1,736,541 | |
Additions | 39,212 | |
Disposal | 0 | |
Translation | (8,651) | |
Ending balance | 1,767,102 | |
Accumulated amortization | ||
Beginning balance | 202,920 | |
Additions | 70,945 | $ 4,860 |
Disposal | 0 | |
Translation | (2,776) | |
Ending balance | 271,089 | |
Net Book Value, beginning | 1,460,175 | |
Net Book Value, ending | 1,496,013 | |
Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 1,663,095 | |
Accumulated amortization | ||
Beginning balance | 202,920 | |
Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 73,446 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Machinery and equipment [Member] | ||
Cost | ||
Beginning balance | 1,444,616 | |
Additions | 25,334 | |
Disposal | 0 | |
Translation | (5,688) | |
Ending balance | 1,464,262 | |
Accumulated amortization | ||
Beginning balance | 178,244 | |
Additions | 59,683 | |
Disposal | 0 | |
Translation | (1,004) | |
Ending balance | 236,923 | |
Machinery and equipment [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 1,444,616 | |
Accumulated amortization | ||
Beginning balance | 178,244 | |
Machinery and equipment [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 0 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Computer equipment and software [Member] | ||
Cost | ||
Beginning balance | 119,576 | |
Additions | 13,878 | |
Disposal | 0 | |
Translation | (2,237) | |
Ending balance | 131,217 | |
Accumulated amortization | ||
Beginning balance | 15,269 | |
Additions | 6,583 | |
Disposal | 0 | |
Translation | (1,710) | |
Ending balance | 20,142 | |
Computer equipment and software [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 73,728 | |
Accumulated amortization | ||
Beginning balance | 15,269 | |
Computer equipment and software [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 45,848 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Furniture and fixtures [Member] | ||
Cost | ||
Beginning balance | 37,833 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (197) | |
Ending balance | 37,636 | |
Accumulated amortization | ||
Beginning balance | 1,292 | |
Additions | 420 | |
Disposal | 0 | |
Translation | (8) | |
Ending balance | 1,704 | |
Furniture and fixtures [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 10,235 | |
Accumulated amortization | ||
Beginning balance | 1,292 | |
Furniture and fixtures [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 27,598 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Leasehold improvements [Member] | ||
Cost | ||
Beginning balance | 134,516 | |
Additions | 0 | |
Disposal | 0 | |
Translation | (529) | |
Ending balance | 133,987 | |
Accumulated amortization | ||
Beginning balance | 8,115 | |
Additions | 4,259 | |
Disposal | 0 | |
Translation | (54) | |
Ending balance | 12,320 | |
Leasehold improvements [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 134,516 | |
Accumulated amortization | ||
Beginning balance | 8,115 | |
Leasehold improvements [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 0 | |
Accumulated amortization | ||
Beginning balance | $ 0 |
Intangible assets - Schedule of
Intangible assets - Schedule of intangible assets (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Cost | ||
Beginning balance | $ 8,386,144 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 8,386,144 | |
Accumulated amortization | ||
Beginning balance | 448,348 | |
Additions | 233,335 | $ 8,179 |
Disposal | 0 | |
Ending balance | 681,683 | |
Net book Value, beginning | 6,926,582 | |
Net Book Value, ending | 7,704,461 | |
Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 7,374,930 | |
Accumulated amortization | ||
Beginning balance | 448,348 | |
Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 1,011,214 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Tradename - Trademarks [Member] | ||
Cost | ||
Beginning balance | 1,495,850 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 1,495,850 | |
Accumulated amortization | ||
Beginning balance | 133,260 | |
Additions | 76,058 | |
Disposal | 0 | |
Ending balance | 209,318 | |
Tradename - Trademarks [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 1,275,794 | |
Accumulated amortization | ||
Beginning balance | 133,260 | |
Tradename - Trademarks [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 220,056 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Intellectual Property [Member] | ||
Cost | ||
Beginning balance | 320,823 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 320,823 | |
Accumulated amortization | ||
Beginning balance | 51,968 | |
Additions | 17,234 | |
Disposal | 0 | |
Ending balance | 69,202 | |
Intellectual Property [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 320,823 | |
Accumulated amortization | ||
Beginning balance | 51,968 | |
Intellectual Property [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 0 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Customer Base [Member] | ||
Cost | ||
Beginning balance | 5,447,521 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 5,447,521 | |
Accumulated amortization | ||
Beginning balance | 169,783 | |
Additions | 92,911 | |
Disposal | 0 | |
Ending balance | 262,694 | |
Customer Base [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 4,914,553 | |
Accumulated amortization | ||
Beginning balance | 169,783 | |
Customer Base [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 532,968 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Non-Competes [Member] | ||
Cost | ||
Beginning balance | 913,368 | |
Additions | 0 | |
Disposal | 0 | |
Ending balance | 913,368 | |
Accumulated amortization | ||
Beginning balance | 93,337 | |
Additions | 47,132 | |
Disposal | 0 | |
Ending balance | 140,469 | |
Non-Competes [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 863,760 | |
Accumulated amortization | ||
Beginning balance | 93,337 | |
Non-Competes [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 49,608 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Other Intangible Assets [Member] | ||
Cost | ||
Beginning balance | 208,582 | |
Additions | 0 | |
Ending balance | 208,582 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Ending balance | 0 | |
Other Intangible Assets [Member] | Previously Reported - February 28, 2022 [Member] | ||
Cost | ||
Beginning balance | 0 | |
Accumulated amortization | ||
Beginning balance | 0 | |
Other Intangible Assets [Member] | Acquired - March 11, 2022 [Member] | ||
Cost | ||
Beginning balance | 208,582 | |
Accumulated amortization | ||
Beginning balance | $ 0 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities - (Narrative) (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2022 CAD ($) Supplier | Feb. 28, 2022 CAD ($) | |
Payables And Accruals [Line Items] | ||
Unearned customer deposits and revenues | $ | $ 1,287,163 | $ 426,609 |
ALG-Health, LLC [Member] | One supplier [Member] | ||
Payables And Accruals [Line Items] | ||
Number of supplier | Supplier | 1 | |
Percentage of accounts payable | 100% | 100% |
Accounts payable and accrued _4
Accounts payable and accrued liabilities - Schedule of accounts payable and accrued liabilities (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,635,115 | $ 2,862,694 |
Accrued liabilities | 400,650 | 816,702 |
Other liabilities | 1,447,215 | 562,262 |
Total | $ 5,482,980 | $ 4,241,658 |
Line of credit and debt (Narrat
Line of credit and debt (Narrative) (Details) | 3 Months Ended | ||||||
Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | May 31, 2022 CAD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 CAD ($) | Feb. 28, 2022 USD ($) | Jun. 09, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Inventories, net | $ 6,221,700 | $ 4,969,439 | |||||
Outstanding balance | 5,237,735 | 5,497,249 | |||||
Proceeds from refinancing of line of credit | 0 | ||||||
Total debt | 810,423 | 856,119 | |||||
Current portion of debt | 176,292 | 174,361 | |||||
Long-term portion of debt | $ 634,131 | 681,758 | |||||
Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing amount | $ 5,400,000 | ||||||
Line of credit facility, interest rate description | Borrowings' bear interest at 4% or prime +0.75%, whichever is greater | ||||||
Outstanding balance | $ 5,237,735 | 4,141,157 | $ 5,497,249 | $ 4,329,224 | |||
Line of credit facilty, terms | The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to May 31, 2022, the Company was in compliance with the financial covenant. | ||||||
Remaining balance of line of credit | $ 5,400,000 | ||||||
Amount of amortizing borrowing base | 400,000 | ||||||
Amortizing borrowing reduced per month | 16,667 | ||||||
SDP [Member] | Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Inventories, net | 5,597,989 | 4,425,987 | |||||
Accounts receivable | 4,273,655 | 3,378,918 | |||||
Term Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, interest rate | 6% | 6% | |||||
Borrowing amount | $ 936,696 | $ 750,000 | |||||
Interest rate, stated percentage | 2.75% | 2.75% | |||||
Periodic payment | $ 18,433 | $ 14,500 | |||||
Outstanding balance | 810,423 | $ 640,752 | |||||
Term Note [Member] | South Dakota Development Corporation [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 1,197,758 |
Line of credit and debt - Sched
Line of credit and debt - Schedule of debt (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | |
Debt Instrument [Line Items] | ||
Balance, February 28, 2022 | $ 856,119 | |
Additions | 0 | |
Forgiveness of loan | 0 | |
Principal repayments | (42,541) | |
Translation | (3,155) | |
Balance, May 31, 2022 | 810,423 | |
Less: current portion | (176,292) | $ (174,361) |
Long-term portion | 634,131 | $ 681,758 |
Crestmark term loan [Member] | ||
Debt Instrument [Line Items] | ||
Balance, February 28, 2022 | 856,119 | |
Additions | 0 | |
Forgiveness of loan | 0 | |
Principal repayments | (42,541) | |
Translation | (3,155) | |
Balance, May 31, 2022 | 810,423 | |
Less: current portion | (176,292) | |
Long-term portion | $ 634,131 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 1 Months Ended | |||||||||||
Apr. 01, 2022 CAD ($) | Apr. 01, 2022 USD ($) | Jan. 01, 2022 CAD ($) | Jan. 01, 2022 USD ($) | Oct. 31, 2021 CAD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | May 31, 2022 CAD ($) | Feb. 28, 2022 CAD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2018 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||||
Line of credit | $ 5,237,735 | $ 5,497,249 | ||||||||||
Weighted average remaining lease term | 12 years 2 months 23 days | 13 years 3 months 18 days | ||||||||||
Weighted average discount rate | 5.42% | 5.46% | ||||||||||
Lease Agreements [Member] | SDP [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Sale of facility in Clear Lake, South Dakota | $ 2,760,377 | $ 2,182,461 | ||||||||||
Amount of base annual rental | $ 242,767 | $ 190,965 | ||||||||||
Renewal term of four extension options | 5 years | 5 years | ||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | ||||||||||
Letter of credit | $ 483,065 | $ 381,930 | ||||||||||
Lease Agreements [Member] | Simbex, LLC [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Amount of base annual rental | $ 200,148 | $ 157,440 | ||||||||||
Renewal term of four extension options | 5 years | 5 years | ||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | ||||||||||
Letter of credit | $ 118,753 | $ 93,413 | ||||||||||
Lease Agreements [Member] | Inspira Financial [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Amount of base annual rental | $ 25,110 | $ 19,752 | ||||||||||
Renewal term of four extension options | 6 months | 6 months | ||||||||||
Lease Agreements [Member] | Mio-Guard, LLC [Member] | ||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||
Amount of base annual rental | $ 108,892 | $ 85,656 | ||||||||||
Renewal term of four extension options | 5 years | 5 years |
Leases - Schedule of right-of-u
Leases - Schedule of right-of-use assets and lease liabilities (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Leases [Abstract] | ||
Right-of-use assets opening balance | $ 3,941,840 | |
Acquired | 476,956 | |
Amortization | (108,375) | $ (3,617) |
Translation | (17,937) | |
Right-of-use assets ending balance | 4,292,484 | |
Lease liability opening balance | 4,179,688 | |
Lease liability, Acquired | 471,926 | |
Interest lease expense | 61,575 | |
Lease payments | (132,402) | |
Translation | (18,777) | |
Lease liability endding balance | 4,562,010 | |
Lease liability, current opening balance | 245,257 | |
Lease liability, current ending balance | 338,226 | |
Lease liability, long-term opening balance | 3,934,431 | |
Lease liability, long-term ending balance | $ 4,223,784 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments payable (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 |
Leases [Abstract] | ||
Twelve months ending May 31, 2023 | $ 570,263 | |
Twelve months ending May 31, 2024 | 586,674 | |
Twelve months ending May 31, 2025 | 602,637 | |
Twelve months ending May 31, 2026 | 619,486 | |
Twelve months ending May 31, 2027 | 589,308 | |
2028 and thereafter | 3,484,518 | |
Total future minimum lease payments | 6,452,886 | |
Less: Interest on lease liabilities | (1,890,876) | |
Total present value of minimum lease payments | 4,562,010 | $ 4,179,688 |
Less: current portion | 338,226 | 245,257 |
Non-current portion | $ 4,223,784 | $ 3,934,431 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - CAD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 04, 2022 | Apr. 13, 2022 | Mar. 09, 2022 | May 25, 2022 | Apr. 26, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Stockholders Equity Note [Line Items] | |||||||||
Common stock, value | $ 38,391,371 | $ 38,046,097 | |||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | 0 | $ 94,999 | |||||||
Gain on settlement of debt | $ 0 | 15,538 | |||||||
Number of stock options exercised | 28,154 | 1,605,042 | |||||||
Proceeds from stock option excercised | $ 5,329 | 176,000 | |||||||
Share-based compensation | $ 489,089 | $ 19,087 | |||||||
Exercise price of stock options | $ 0.12 | $ 0.75 | |||||||
Number of warrants issued as part of finance deal | 10,070,036 | ||||||||
Number of broker warrants issued as part of finance deal | 1,662,337 | ||||||||
Class A Shares exchanged for common shares | $ 143,000 | ||||||||
Shares to be issued related to acquisition of SDP | 14,371,500 | ||||||||
Class A Common stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common stock, value | 480,479 | $ 480,479 | |||||||
Class A Shares To Be Issued [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common stock, value | $ 14,264,250 | $ 0 | |||||||
Common Stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common shares outstanding | 53,165,133 | 44,677,545 | 52,539,162 | 33,813,308 | |||||
Value of common shares outstanding | $ 38,391,371 | $ 38,046,097 | |||||||
Number of common shares issued in satisfaction of indebtedness owed to service provider | 737,000 | ||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ 94,999 | ||||||||
Number of stock options exercised | 28,154 | 28,154 | 1,492,425 | ||||||
Proceeds from stock option excercised | $ 5,329 | ||||||||
Shares issued on financing, net (in shares) | 9,990,237 | ||||||||
Shares exchanged to Class A Shares | $ (480,479) | ||||||||
Exercise price of stock options | $ 0.19 | ||||||||
Class A Shares exchanged for common shares (in shares) | 143,000 | ||||||||
Class A Shares exchanged for common shares | $ 107,250 | ||||||||
Common Stock [Member] | Class A Common stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common shares outstanding | 1,355,425 | 1,355,425 | 1,355,425 | ||||||
Common stock, value | $ 480,479 | $ 480,479 | |||||||
Shares exchanged to Class A Shares | $ 480,479 | ||||||||
Class A Shares exchanged for common shares (in shares) | (143,000) | ||||||||
Class A Shares exchanged for common shares | $ (107,250) | ||||||||
Stock Issued During Period, Shares, Acquisitions | 143,000 | ||||||||
Common Stock [Member] | Class A Shares To Be Issued [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Common shares outstanding | 19,019,000 | ||||||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | ||||||||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | ||||||||
Stock Issued During Period, Shares, Acquisitions | (143,000) | ||||||||
Broker warrant [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Stock issued during period | 454,817 | ||||||||
Proceeds from issuance of shares | $ 215,953 | ||||||||
Number of warrants issued | 454,817 | 28,154 | |||||||
Exercise price of warrants | $ 0.79 | ||||||||
Number of warrants issued as part of finance deal | 0 | 10,070,036 | |||||||
Number of broker warrants issued as part of finance deal | 0 | 1,662,337 | |||||||
Warrants at an exercise price | $ 0.4749 | $ 0.8 | $ 0.79 | $ 0 | |||||
Officer [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Number of share options granted | 236,700 | ||||||||
Exercisable period of stock option | 5 years | ||||||||
Exercise price of stock options | $ 0.78 | ||||||||
Fair value of per options estimated on date of grant | $ 0.77 | ||||||||
Expected volatility | 210% | ||||||||
Risk-free interest rate | 1.54% | ||||||||
Stock price | $ 0.78 | ||||||||
Employee [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Number of share options granted | 240,000 | 350,000 | |||||||
Exercisable period of stock option | 5 years | 5 years | |||||||
Exercise price of stock options | $ 0.54 | $ 0.9 | |||||||
Fair value of per options estimated on date of grant | $ 0.53 | $ 0.86 | |||||||
Expected volatility | 201% | 214% | |||||||
Expected dividend yield | 0% | 0% | 0% | ||||||
Risk-free interest rate | 1.50% | 2.58% | |||||||
Stock price | $ 0.54 | $ 0.87 | |||||||
Expected life | 5 years | 5 years | |||||||
Former owner SDP [Member] | Common Stock [Member] | Class A Common stock [Member] | |||||||||
Stockholders Equity Note [Line Items] | |||||||||
Stock price | $ 0.75 | ||||||||
Class A Shares exchanged for common shares (in shares) | 143,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of outstanding class A shares to be issued (Details) - CAD ($) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Stockholders Equity Note [Line Items] | ||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | |
Balance | $ 24,691,533 | $ 13,153,163 |
Common Stock [Member] | ||
Stockholders Equity Note [Line Items] | ||
Balance (in shares) | 53,165,133 | 52,539,162 |
Balance | $ 38,391,371 | $ 38,046,097 |
Common Stock [Member] | Class A Shares to be issued [Member] | ||
Stockholders Equity Note [Line Items] | ||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | |
Stock To Be Issued During Period Shares Acquisitions Price Per Share | $ 0.75 | |
Shares to be issued related to acquisition of SDP | $ 14,371,500 | |
Shares issued related to acquisition of SDP (in shares) | (143,000) | |
Stock Issued During Period Acquisitions Price Per Share | $ 0.75 | |
Shares issued related to acquisition of SDP | $ (107,250) | |
Shares Issued, Price Per Share | $ 0.75 | |
Balance (in shares) | 19,019,000 | |
Balance | $ 14,264,250 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 3 Months Ended | ||
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.82 | $ 0.78 | $ 0.27 |
Number of options | 5,075,578 | 4,277,032 | 2,793,380 |
Number of vested options | 402,503 | ||
Weighted Avg Remaining Life (years) | 4 years 4 months 2 days | ||
March 28, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 2.13 | ||
Number of options | 5,103 | ||
Number of vested options | 5,103 | ||
Weighted Avg Remaining Life (years) | 1 year 9 months 29 days | ||
September 23, 2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.19 | ||
Number of options | 28,155 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 2 years 3 months 25 days | ||
May 29, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.27 | ||
Number of options | 73,700 | ||
Number of vested options | 73,700 | ||
Weighted Avg Remaining Life (years) | 2 years 11 months 26 days | ||
August 18, 2020 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.19 | ||
Number of options | 73,700 | ||
Number of vested options | 73,700 | ||
Weighted Avg Remaining Life (years) | 8 years 2 months 19 days | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.99 | ||
Number of options | 434,830 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 1,647,990 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 250,000 | ||
Number of vested options | 250,000 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | ||
July 7, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 1.39 | ||
Number of options | 400,000 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 2 months 19 days | ||
December 6, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.65 | ||
Number of options | 1,185,400 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 6 months 7 days | ||
January 19, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.65 | ||
Number of options | 150,000 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 7 months 20 days | ||
March 9, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.54 | ||
Number of options | 240,000 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 9 months 10 days | ||
April 13, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.78 | ||
Number of options | 236,700 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 10 months 13 days | ||
April 26, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.9 | ||
Number of options | 350,000 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 10 months 28 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Number of options outstanding at beginning of period | 4,277,032 | 2,793,380 |
Number of stock options exercised | (28,154) | (1,605,042) |
Options expired and forfeited | 0 | (1,345,746) |
Options issued | 826,700 | 4,434,440 |
Number of options outstanding at ending of period | 5,075,578 | 4,277,032 |
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ 0.78 | $ 0.27 |
Exercise price of stock options | 0.01 | 0.23 |
Options exercised and forfeited | 0 | 0 |
Exercise price of stock options | 0.12 | 0.75 |
Weighted average exercise price of share options outstanding in share-based payment arrangement at end of period | $ 0.82 | $ 0.78 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of warrants (Details) - Warrant [Member] - $ / shares | 3 Months Ended | ||
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.79 | ||
Number of warrants | 11,277,556 | 11,732,373 | 0 |
Number of warrants vested | 11,277,556 | ||
Weighted average remaining life | 2 years 1 month 28 days | ||
May 21, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 41.25 | ||
Number of warrants | 2,121,232 | ||
Number of warrants vested | 2,121,232 | ||
Weighted average remaining life | 6 months 18 days | ||
May 21, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.47 | ||
Number of warrants | 421,414 | ||
Number of warrants vested | 421,414 | ||
Weighted average remaining life | 6 months 18 days | ||
May 21, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.85 | ||
Number of warrants | 243,675 | ||
Number of warrants vested | 243,675 | ||
Weighted average remaining life | 6 months 18 days | ||
November 11, 2021 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of warrants | 199,804 | ||
Number of warrants vested | 199,804 | ||
Weighted average remaining life | 1 year 5 months 12 days | ||
February 15, 2022 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.55 | ||
Number of warrants | 542,431 | ||
Number of warrants vested | 542,431 | ||
Weighted average remaining life | 2 years 8 months 15 days | ||
February 15, 2022 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price | $ 0.7 | ||
Number of warrants | 7,749,000 | ||
Number of warrants vested | 7,749,000 | ||
Weighted average remaining life | 2 years 8 months 15 days |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of summary of warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants issued as part of finance deal | 10,070,036 | |
Number of broker warrants issued as part of finance deal | 1,662,337 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 11,732,373 | 0 |
Weighted Avg. Exercise Price | $ 0.79 | $ 0 |
Number of warrants issued as part of finance deal | 0 | 10,070,036 |
Weighted average exercise price of Warrants issued as part of finance deal | $ 0 | $ 0.7 |
Number of broker warrants issued as part of finance deal | 0 | 1,662,337 |
Weighted average exercise price of Broker Warrants issued as part of finance deal | $ 0 | $ 0.09 |
Broker warrants exercised | (454,817) | |
Number of Warrants | 11,277,556 | 11,732,373 |
Weighted Avg. Exercise Price | $ 0.8 | $ 0.79 |
Related party transactions - S
Related party transactions - Schedule of related party transactions (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Related Party Transactions [Abstract] | ||
Salaries and short-term benefits | $ 167,656 | $ 22,775 |
Stock based compensation | 253,748 | 19,087 |
Total | $ 421,404 | $ 41,862 |
Net loss per share - Schedule o
Net loss per share - Schedule of net loss per share (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,166,214) | $ (634,598) |
Weighted average number of Common and Class A shares | 54,029,902 | 34,995,692 |
Net loss per share from operations basic | $ (0.06) | $ (0.02) |
Net loss per share from operations diluted | $ (0.06) | $ (0.02) |
Operating expenses - (Narrative
Operating expenses - (Narrative) (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
General And Administrative Expenses [Line Items] | ||
Stock-based compensation | $ 489,089 | $ 19,087 |
Transaction costs including l_3
Transaction costs including legal, financial, audit, US and Canadian regulatory costs - Schedule of transaction costs including legal, audit and US regulatory (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||
Transaction costs | $ 535,446 | $ 338,675 |
Transactions Costs [Member] | ||
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||
Consulting and professional fees | 456,092 | 326,392 |
General expenses | $ 79,354 | $ 12,283 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent events [Member] - USD ($) | Jun. 09, 2022 | Jun. 07, 2022 |
Plastics Business [Member] | ||
Subsequent Event Line Items | ||
Business acquisition, revenue of business | $ 5,000,000 | |
Business acquisition, gross margins | 40% | |
Business acquisition, consideration transferred | $ 6,500,000 | |
Business acquisition, description of acquired entity | According to the non-binding agreement, Salona Global would pay US$6,500,000 or just over 1.2 times annual revenues, made up of an initial cash payment of US$3,000,000 and the issuance of up to 1,600,000 shares on closing, and US$2,500,000 in deferred payments upon performance. | |
Business acquisition, initial cash payment | $ 3,000,000 | |
Number of common stock issued as consideration | 1,600,000 | |
Business acquisition, deferred payments | $ 2,500,000 | |
Physical Therapy Medical and Equipment Business [Member] | ||
Subsequent Event Line Items | ||
Business acquisition, revenue of business | $ 14,000,000 | |
Business acquisition, gross margins | 35% | |
Business acquisition, consideration transferred | $ 1,400,000 | |
Business acquisition, description of acquired entity | According to the non-binding agreement, Salona Global would pay US$14,00,000 or one (1) times annual revenues, made up of an initial cash payment of US$9,000,000 on closing and the issuance of up to 3,300,000 shares* and US$3,000,000 in a subordinated note. | |
Business acquisition, initial cash payment | $ 9,000,000 | |
Number of common stock issued as consideration | 3,300,000 | |
Subordinated debt | $ 3,000,000 |