Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2022 | Oct. 14, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | SALONA GLOBAL MEDICAL DEVICE CORPORATION | |
Entity Central Index Key | 0001617765 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2022 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 53,707,779 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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 | 333-266806 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 6160 Innovation Way | |
Entity Address, City or Town | Carlsbad | |
City Area Code | 800 | |
Local Phone Number | 760-6826 | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92009 | |
Entity Tax Identification Number | 00-0000000 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - CAD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Assets | ||
Cash and cash equivalents | $ 6,938,101 | $ 8,057,100 |
Accounts receivable, net | 7,873,452 | 6,595,668 |
Inventories, net | 7,873,173 | 4,969,439 |
Prepaid expenses and other receivables | 632,603 | 412,794 |
Total current assets | 23,317,329 | 20,035,001 |
Security deposit | 500,710 | 484,975 |
Property and equipment, net | 1,534,523 | 1,460,175 |
Right-of-use assets, net | 4,334,212 | 3,941,840 |
Intangible assets, net | 7,695,479 | 6,926,582 |
Goodwill | 10,554,426 | 9,833,039 |
Total assets | 47,936,679 | 42,681,612 |
Liabilities | ||
Line of credit | 6,141,853 | 5,497,249 |
Accounts payable and accrued liabilities | 5,776,828 | 3,679,396 |
Current portion of debt | 185,487 | 174,361 |
Current portion of lease liability | 351,480 | 245,257 |
Other liabilities | 1,821,163 | 562,262 |
Obligation for payment of earn-out consideration | 10,757,442 | 12,997,846 |
Total current liabilities | 25,034,253 | 23,156,371 |
Debt, net of current portion | 612,561 | 681,758 |
Lease liability, net of current portion | 4,294,501 | 3,934,431 |
Deferred tax liability | 1,936,592 | 1,755,889 |
Total liabilities | 31,877,907 | 29,528,449 |
Stockholders' equity | ||
Common stock, value | 38,592,772 | 38,046,097 |
Additional paid-in-capital | 7,661,467 | 6,985,107 |
Accumulated other comprehensive income | 1,048,313 | 1,006,361 |
Deficit | (46,163,179) | (33,364,881) |
Total stockholders' equity | 16,058,772 | 13,153,163 |
Total liabilities and stockholders' equity | 47,936,679 | 42,681,612 |
Class A Common stock [Member] | ||
Stockholders' equity | ||
Common stock, value | 480,479 | 480,479 |
Common stock to be issued [Member] | ||
Stockholders' equity | ||
Common stock, value | 174,670 | 0 |
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 | Aug. 31, 2022 | Feb. 28, 2022 |
Common stock, No par value | $ 0 | $ 0 |
Common stock, shares issued | 53,426,054 | 52,539,162 |
Common stock, shares outstanding | 53,426,054 | 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 |
Common stock to be issued [Member] | ||
Common stock, shares issued | 281,726 | 0 |
Common stock, shares outstanding | 281,726 | 0 |
Class A Shares to be issued [Member] | ||
Common stock, shares issued | 19,019,000 | 0 |
Common stock, shares outstanding | 19,019,000 | 0 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - CAD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 10,044,239 | $ 3,973,773 | $ 20,092,787 | $ 4,564,213 |
Cost of revenue | ||||
Direct service personnel | 1,478,335 | 232,269 | 2,992,174 | 277,183 |
Direct material costs | 5,240,254 | 2,537,333 | 9,876,335 | 2,875,884 |
Other direct costs | 297,137 | 0 | 553,500 | 0 |
Total cost of revenue | 7,015,726 | 2,769,602 | 13,422,009 | 3,153,067 |
Gross margin | 3,028,513 | 1,204,171 | 6,670,778 | 1,411,146 |
Operating expenses | ||||
General and administrative | 3,338,463 | 1,103,843 | 6,111,146 | 1,601,625 |
Total operating expenses | 3,338,463 | 1,103,843 | 6,111,146 | 1,601,625 |
Net (loss) income before the undernoted | (309,950) | 100,328 | 559,632 | (190,479) |
Amortization of intangible assets | (251,517) | (70,609) | (484,852) | (78,788) |
Depreciation of property and equipment | (73,909) | (61,096) | (144,854) | (65,956) |
Amortization of right-of-use assets | (113,843) | (35,266) | (222,218) | (38,883) |
Interest expense | (150,227) | (136,840) | (282,076) | (144,084) |
Foreign exchange (loss) gain | (12) | 7,291 | 232 | 10,537 |
Gain on debt settlement | 0 | 0 | 0 | 15,538 |
Change in fair value of SDP earn-out consideration | 0 | 0 | (2,451,600) | 0 |
Change in fair value of contingent consideration | (8,053,337) | 0 | (8,513,030) | 0 |
Transaction costs including legal, financial, audit, US & Canadian regulatory expenses | (709,460) | (886,793) | (1,348,683) | (1,225,468) |
Net loss before taxes | (9,662,255) | (1,082,985) | (12,887,449) | (1,717,583) |
Current income tax expense | (30,032) | (1,988) | (30,032) | (1,988) |
Deferred income tax recovery | 60,203 | 0 | 119,183 | 0 |
Net loss | (9,632,084) | (1,084,973) | (12,798,298) | (1,719,571) |
Other comprehensive loss | ||||
Foreign currency translation gain | 419,339 | 328,126 | 41,952 | 16,001 |
Comprehensive loss | $ (9,212,745) | $ (756,847) | $ (12,756,346) | $ (1,703,570) |
Net loss per share | ||||
Basic and diluted | $ (0.18) | $ (0.02) | $ (0.24) | $ (0.04) |
Weighted average number of common shares outstanding | 54,585,788 | 44,691,010 | 54,307,845 | 39,843,351 |
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] Common stock to be issued [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 | $ 0 | $ 0 | $ 0 | $ 3,625,762 | $ 943,320 | $ (28,992,862) | $ 6,641,733 |
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | 0 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 465,300 | 465,300 | ||||||
Shares issued on exercise of options | $ 572,350 | (195,458) | 376,892 | |||||
Shares issued on exercise of options (in shares) | 1,605,042 | |||||||
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 | 16,001 | 16,001 | ||||||
Net loss for the period | (1,719,571) | (1,719,571) | ||||||
Balance at Aug. 31, 2021 | $ 36,552,873 | $ 480,479 | $ 0 | $ 0 | 3,895,604 | 959,321 | (30,712,433) | 11,175,844 |
Balance (in shares) at Aug. 31, 2021 | 44,790,162 | 1,355,425 | 0 | 0 | ||||
Balance at Feb. 28, 2021 | $ 31,065,513 | $ 0 | $ 0 | $ 0 | 3,625,762 | 943,320 | (28,992,862) | $ 6,641,733 |
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | 0 | 0 | 0 | ||||
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 | $ 0 | $ 0 | 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 | 0 | 0 | ||||
Balance at May. 31, 2021 | $ 36,514,189 | $ 480,479 | $ 0 | $ 0 | 3,466,683 | 631,195 | (29,627,460) | 11,465,086 |
Balance (in shares) at May. 31, 2021 | 44,677,545 | 1,355,425 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 446,213 | 446,213 | ||||||
Shares issued on exercise of options | $ 38,684 | (17,292) | 21,392 | |||||
Shares issued on exercise of options (in shares) | 112,617 | |||||||
Foreign currency translation gain | 328,126 | 328,126 | ||||||
Net loss for the period | (1,084,973) | (1,084,973) | ||||||
Balance at Aug. 31, 2021 | $ 36,552,873 | $ 480,479 | $ 0 | $ 0 | 3,895,604 | 959,321 | (30,712,433) | 11,175,844 |
Balance (in shares) at Aug. 31, 2021 | 44,790,162 | 1,355,425 | 0 | 0 | ||||
Balance at Feb. 28, 2022 | $ 38,046,097 | $ 480,479 | $ 0 | $ 0 | 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 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 867,772 | 867,772 | ||||||
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 | $ 201,401 | $ 201,401 | ||||||
Shares for debt settlement (in shares) | 260,921 | |||||||
Shares issued on financing, net | $ 174,670 | (174,670) | ||||||
Shares issued on financing, net (in shares) | 281,726 | |||||||
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) | ||||||
Class A Shares exchanged for common shares (in shares) | 143,000 | (143,000) | ||||||
Foreign currency translation gain | 41,952 | 41,952 | ||||||
Net loss for the period | (12,798,298) | (12,798,298) | ||||||
Balance at Aug. 31, 2022 | $ 38,592,772 | $ 480,479 | $ 174,670 | $ 14,264,250 | 7,661,467 | 1,048,313 | (46,163,179) | 16,058,772 |
Balance (in shares) at Aug. 31, 2022 | 53,426,054 | 1,355,425 | 281,726 | 19,019,000 | ||||
Balance at May. 31, 2022 | $ 38,391,371 | $ 480,479 | $ 0 | $ 14,264,250 | 7,457,454 | 628,974 | (36,531,095) | 24,691,433 |
Balance (in shares) at May. 31, 2022 | 53,165,133 | 1,355,425 | 0 | 19,019,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation | 378,683 | 378,683 | ||||||
Shares for debt settlement | $ 201,401 | 201,401 | ||||||
Shares for debt settlement (in shares) | 260,921 | |||||||
Shares issued on financing, net | $ 174,670 | (174,670) | ||||||
Shares issued on financing, net (in shares) | 281,726 | |||||||
Foreign currency translation gain | 419,339 | 419,339 | ||||||
Net loss for the period | (9,632,084) | (9,632,084) | ||||||
Balance at Aug. 31, 2022 | $ 38,592,772 | $ 480,479 | $ 174,670 | $ 14,264,250 | $ 7,661,467 | $ 1,048,313 | $ (46,163,179) | $ 16,058,772 |
Balance (in shares) at Aug. 31, 2022 | 53,426,054 | 1,355,425 | 281,726 | 19,019,000 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - CAD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Operating activities | ||
Net loss | $ (12,798,298) | $ (1,719,571) |
Non-cash items: | ||
Depreciation and amortization | 851,924 | 183,627 |
Interest accretion on lease liability | 124,075 | 47,818 |
Stock based compensation | 867,772 | 465,300 |
Change in fair value of contingent consideration | 8,513,030 | 0 |
Change in fair value of SDP earn-out consideration | 2,451,600 | 0 |
Change in fair value of marketable securities | 0 | (6,824) |
Realized gain on sale of marketable securities | 0 | (10,023) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (738,342) | (791,841) |
Prepaid expenses and other receivables | (400,999) | (200,789) |
Inventories | (1,747,308) | 628,708 |
Accounts payable and accrued liabilities | 1,166,444 | 579,478 |
Other liabilities | 638,726 | (88,611) |
Deferred tax liability | (119,183) | 0 |
Net cash used in operating activities | (1,190,559) | (912,728) |
Investing activities | ||
Cash received on acquisition of SDP | 0 | 461,321 |
Cash received on acquisition of Mio-Guard | 3,363 | 0 |
Proceeds on sale of marketable securities | 0 | 496,526 |
Acquisition of intellectual property | (242,535) | 0 |
Acquisition of property and equipment | (98,793) | (19,914) |
Net cash (used in) provided by investing activities | (337,965) | 937,933 |
Financing activities | ||
Repayment of long-term debt | (84,040) | (2,019,097) |
Proceeds from line of credit, net | 456,425 | 936,895 |
Issuance costs | 0 | (124,884) |
Proceeds from exercise of stock options | 5,329 | 376,892 |
Proceeds from exercise of broker warrants | 215,953 | 0 |
Lease payments | (276,513) | (61,540) |
Net cash provided by (used in) financing activities | 317,154 | (891,734) |
Effect of foreign exchange rates on cash | 92,371 | 36,063 |
Decrease in cash and cash equivalents | (1,211,370) | (866,529) |
Cash and cash equivalents and restricted cash, opening | 8,057,100 | 12,506,142 |
Cash and cash equivalents and restricted cash, closing | 6,938,101 | 11,675,676 |
Supplementary | ||
Interest | 158,001 | 153,047 |
Income taxes | 30,032 | 1,988 |
Common stock issued for debt | 201,401 | 94,999 |
Restricted cash including the closing balance above | $ 0 | $ 481,881 |
Description of the business
Description of the business | 6 Months Ended |
Aug. 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.) ("the Company," "us," "our," "Salona," “Salona Global,” 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 device 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 based on 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 acquired South Dakota Partners Inc. ("SDP"). On September 30, 2021, the Companyacquired Simbex, LLC ("Simbex"). On November 29, 2021, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC ("Health Plus"), 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 acquired Mio-Guard, LLC ("Mio-Guard"). On September 23, 2022, the Company acquired DaMar Plastics Manufacturing, Inc. ("DaMar"). 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 | 6 Months Ended |
Aug. 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 the Company's 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 operating subsidiaries Inspira Financial Company, Inspira SaaS Billing, Inc., Simbex, LLC, ALG Health Plus, LLC, Mio-Guard, SDP, and its holding company subsidiaries noted below is US dollars. |
Significant accounting policies
Significant accounting policies | 6 Months Ended |
Aug. 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 ("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 August 31, 2022, the Company has one segment, healthcare operations, which includes production, design, development, 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 August 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, ALG, 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 goods and services provided to the Company's contracted customers and sales-based royalties 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 Health Plus 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 and are classified as part of the general and administrative expenses on the unaudited interim condensed consolidated statements of operations and comprehensive loss. 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 are comprised 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 the Company's 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 of August 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 August 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 unaudited interim condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Acquisitions
Acquisitions | 6 Months Ended |
Aug. 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 is 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 date of issuance, the fair value of the 19,162,000 shares was $14,371,500 (fair value as of February 28, 2022, was $11,919,900), of which 143,000 were issued at a value of $107,250. 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 29, 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 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. The table below summarizes the estimated value of the total consideration to be paid to ALG as of August 31, 2022: Value of Earn-out / Contingent Consideration $ 1,529,507 Total Consideration $ 1,529,507 The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Health Plus’s and ALG’s business arrangement achieving certain milestones. The fair value of the contingent consideration liability on November 29, 2021 and February 28, 2022, was estimated to be nil and as such, no contingent liability was recorded on the date of the agreement was executed. As of August 31, 2022, as a result of new arrangements, the fair value of the contingent consideration liability is estimated to be $1,529,507 (February 28, 2022, $nil) using risk free rate of 3.53% and volatility of 46.6%. The $1,529,507 increase in the contingent consideration liability from February 28, 2022, has been taken as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. 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 August 31, 2022, Management estimates that the amount of goodwill that will be deductible for income tax purposes for the year ending February 28, 2023, is $511,443. 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 of August 31, 2022, the fair value of the contingent consideration liability is $7,631,636 (February 28, 2022, $1,077,948) using risk free rate of 2.25% and volatility of 77%. The $6,553,688 increase in the contingent consideration liability from February 28, 2022, has been taken as an expense 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 business combination accounting is not yet complete, and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as information is obtained about facts and circumstances that existed at the acquisition date. A summary of the preliminary purchase price allocation at fair value is below. 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 of August 31, 2022, the fair value of the contingent consideration liability is $1,596,299 using risk free rate of 3.53% and volatility of 46.6%. The change in the fair value of the contingent consideration liability from the date of acquisition, has been taken as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. Since acquisition, Mio-Guard has generated $3,672,264 of revenue and has generated net earnings before tax of $265,411. These amounts are included in the unaudited interim condensed 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 $3,737,567 and profit before tax would have been $234,435. If the combination had taken place at the beginning of the year, consolidated revenues would have been $20,854,025 and consolidated losses before tax would have been ($3,953,496). 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 Mio-Guard. 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 | 6 Months Ended |
Aug. 31, 2022 | |
Receivables [Abstract] | |
Accounts receivable [Text Block] | 5. Accounts receivable August 31, 2022 February 28, 2022 Trade accounts receivable $ 7,915,138 $ 6,416,055 Allowance for doubtful accounts (70,990 ) (54,150 ) Other receivables 29,304 233,763 Total accounts receivable $ 7,873,452 $ 6,595,668 Other receivables consist of reimbursable costs from multiple customers of the Company and taxes receivable. During the quarter ended, August 31, 2022, SDP had four customers accounting for 92% (February 28, 2022 - 1,138 customers with two of those customers accounting for 78%) of revenues and as of August 31, 2022, those four customers accounted for 97% (February 28, 2022, 84%) of accounts receivable, which is a material concentration of risks. During the three and six months ended August 31, 2022, SDP's revenue makes up 49% and 52% of total revenues respectively. During the quarter ended August 31, 2022, Simbex had two customers accounting for 84% (February 28, 2022, 28 customers with three of those customers accounting for 52%) of revenues. Additionally, as of August 31, 2022, Simbex had five customers which accounted for 99% (February 28, 2022, four customers accounted for 74%) of accounts receivable. During the three and six months ended August 31, 2022, Simbex's revenue makes up 28% and 29% of total revenues respectively. |
Disaggregation of Revenues
Disaggregation of Revenues | 6 Months Ended |
Aug. 31, 2022 | |
Disaggregation of Revenue [Abstract] | |
Disaggregation of Revenues [Text Block] | 6. Disaggregation of Revenues During the three and six months ended August 31, 2022, $7,251,445 and $14,246,788 of the sales revenue was earned from "point-in-time" revenue respectively ($3,930,297 and $4,502,977 for the three and six months ended August 31, 2021, respectively) and $2,776,173 and $5,791,182 of the sales revenue was earned "over-a-period" of time respectively ($nil for the three and six months ended August 31, 2021). |
Inventories
Inventories | 6 Months Ended |
Aug. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | 7. Inventories The Company tracks inventory for manufactured goods 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. Purchased finished goods are classified as finished goods. August 31, 2022 February 28, 2022 Raw materials $ 6,741,179 $ 4,640,896 Work in progress 443,843 259,235 Finished goods 41,947 69,308 Trading goods 646,204 - Total $ 7,873,173 $ 4,969,439 |
Property and equipment
Property and equipment | 6 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment [Text Block] | 8. Property and equipment Cost February Acquired Total Additions Disposal Translation August 31, Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 44,233 $ - $ 47,824 $ 1,536,673 Computer equipment and software 73,728 45,848 119,576 54,560 - 3,295 177,431 Furniture and fixtures 10,235 27,598 37,833 - - 1,178 39,011 Leasehold improvements 134,516 - 134,516 - - 4,365 138,881 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 98,793 $ - $ 56,662 $ 1,891,996 Accumulated Depreciation February Acquired Total Additions Disposal Translation August 31, Machinery and equipment $ 178,244 $ - $ 178,244 $ 121,788 $ - $ 8,403 $ 308,435 Computer equipment and software 15,269 - 15,269 13,619 - 788 29,676 Furniture and fixtures 1,292 - 1,292 848 - 60 2,200 Leasehold improvements 8,115 - 8,115 8,599 - 448 17,162 Total $ 202,920 $ - $ 202,920 $ 144,854 $ - $ 9,699 $ 357,473 Net Book Value $ 1,460,175 $ 1,534,523 |
Intangible assets
Intangible assets | 6 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets [Text Block] | 9. Intangible assets Cost February Acquired Total Additions Disposal August 31, Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 242,535 - 563,358 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 $ 242,535 $ - $ 8,628,679 Accumulated depreciation February Acquired Total Additions Disposal August 31, Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 153,298 $ - $ 286,558 Intellectual Property 51,968 - 51,968 50,422 - 102,390 Customer Base 169,783 - 169,783 186,688 - 356,471 Non-Competes 93,337 - 93,337 94,444 - 187,781 Other Intangible Assets - - - - - - Total $ 448,348 $ - $ 448,348 $ 484,852 $ - $ 933,200 Net Book Value $ 6,926,582 $ 7,695,479 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 6 Months Ended |
Aug. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities [Text Block] | 10. Accounts payable and accrued liabilities August 31, 2022 February 28, 2022 Accounts payable $ 5,462,746 $ 2,862,694 Accrued liabilities 314,082 816,702 Other liabilities 1,821,163 562,262 Total $ 7,597,991 $ 4,241,658 Other liabilities include unearned customer deposits and unearned revenues totaling $1,350,767 (February 28, 2022, $426,609). Other liabilities also includes a refundable deposit totaling $418,773 (February 28, 2022, $nil). |
Line of credit and debt
Line of credit and debt | 6 Months Ended |
Aug. 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% per annum, whichever is greater, and any accrued unpaid interest is due on a monthly basis. The balance is secured by its entire $6,783,850 (US $5,174,562) of inventory and $4,688,623 (US $3,576,097) of accounts receivable of SDP and not the Parent or any other subsidiary. As of August 31, 2022, the balance outstanding under the agreement was $6,141,853 (US $4,684,861) (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 August 31, 2022, the Company was in compliance with the financial covenant. Debt Crestmark term loan Balance, February 28, 2022 $ 856,119 Additions - Forgiveness of loan - Principal repayments (84,040 ) Translation 25,969 Balance, August 31, 2022 798,048 Less: current portion (185,487 ) Long-term portion $ 612,561 As of August 31, 2022, the Company's total debt is $798,048 (February 28, 2022 - $856,119), of which $185,487 is considered current (February 28, 2022, $174,361) and $612,561 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 on August 31, 2022, was $1,316,344. The debt accrues interest at 2.75% in excess of Wall Street Journal Prime rate with a minimum of 6% per annum with monthly payments of principal and interest in the amount of $18,609 (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 August 31, 2022, the balance of the note was $798,048 (US$608,732). |
Leases
Leases | 6 Months Ended |
Aug. 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 August 31, 2022: Right-of-use assets Balance, February 28, 2022 $ 3,941,840 Acquired 476,956 Amortization (222,218 ) Translation 137,634 Balance, August 31, 2022 $ 4,334,212 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 124,075 Lease payments (276,513 ) Translation 146,805 Balance, August 31, 2022 $ 4,645,981 $ 351,480 $ 4,294,501 Future minimum lease payments payable are as follows: Twelve months ending August 31, 2023 $ 594,131 Twelve months ending August 31, 2024 610,811 Twelve months ending August 31, 2025 627,475 Twelve months ending August 31, 2026 645,258 Twelve months ending August 31, 2027 584,214 2028 and thereafter 3,480,796 Total future minimum lease payments 6,542,685 Less: Interest on lease liabilities (1,896,704 ) Total present value of minimum lease payments 4,645,981 Less: current portion 351,480 Non-current portion $ 4,294,501 On August 31, 2022, the weighted average remaining lease terms were 12.03 years (February 28, 2022 - 13.3 years) and the weighted average discount rate was 5.43% (February 28, 2022 - 5.46%). In October 2018, SDP sold its facility in Clear Lake, South Dakota for $2,800,970 (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 rent of $245,085 (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 $500,710 (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. 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 rent of $202,058 (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 $119,886 (US $93,413). 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 rent of $25,350 (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. Inspira Financial Company terminated this lease of September 30, 2022. On September 21, 2022, Inspira Financial Company entered into a lease agreement for its corporate headquarters and distribution center located in Carlsbad, CA for a base annual rent of $102,852 (US $80,140). The lease began on October 1, 2022, with an initial lease term of 4 years and 2 months, which will end on November 30, 2026. The initial lease agreement includes an option to renew for an additional 5 years. The base rental amount increases annually as per the base rent schedule included in the lease agreement. 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 rent of $109,931 (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 | 6 Months Ended |
Aug. 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 August 31, 2022, and February 28, 2022, the Company had 53,426,054 and 52,539,162 common shares outstanding, respectively, with a value of $38,592,772 and $38,046,097, respectively. As of August 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. On July 22, 2022, the Company entered into a share for debt agreement, pursuant to which it issued an aggregate of 260,921 shares of common stock in satisfaction of $201,401 (US$156,553) of indebtedness owed to a service provider. The 260,921 shares of common stock were valued at $201,401 (US $156,553) based on a share price on the date of issuance. Shares to be issued In connection with the closing of the February 15, 2022 Private Offering, the Company entered into a Registration Rights Agreement with the purchasers and the Underwriters (the “Registration Rights Agreement”) providing for the filing of a registration statement (the “Registration Statement”) with the Securities and Exchange Commission registering the resale of the common shares issued and issuable in connection with the Private Offering (collectively, the “Securities”). Under the Registration Rights Agreement, the Company was obligated to file the Registration Statement no later than April 1, 2022, and to use commercially reasonable efforts to cause the Registration Statement to be declared effective no later than 180 days after February 15, 2022. As a result of the Company’s delay in filing and causing the Registration Statement to become effective timely, the liquidated damages to the purchasers and the Underwriters was an aggregate amount of 281,726 additional common shares. On September 14, 2022, these 281,726 common shares were 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 August 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 on August 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 1.58 September 23, 2019 0.19 28,155 - 2.07 May 29, 2020 0.27 73,700 73,700 2.74 August 18, 2020 0.19 73,700 49,133 7.97 June 8, 2021 0.99 663,300 221,100 3.75 June 8, 2021 0.86 1,444,520 481,507 3.75 June 8, 2021 0.86 225,000 225,000 3.75 July 7, 2021 1.39 400,000 133,333 3.96 December 6, 2021 0.65 1,185,400 - 4.27 January 19, 2022 0.65 150,000 - 4.39 March 9, 2022 0.54 240,000 - 4.52 April 13, 2022 0.78 236,700 - 4.62 April 26, 2022 0.90 350,000 - 4.65 July 18, 2022 0.79 308,650 - 4.88 August 29, 2022 0.69 200,000 - 4.91 Total $ 0.82 5,584,228 1,188,876 4.16 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 ) 0.19 Options exercised and forfeited - - Options issued 1,335,350 0.12 Balance as at August 31, 2022 5,584,228 $ 0.82 The Company recognized $378,683 and $867,772 of stock-based compensation for the three and six months ended August 31, 2022, respectively ($446,213 and $465,300 for the three and six months ended August 31, 2021, respectively). 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. On July 18, 2022, the Company issued 100,000 options to one employee of SDP, 58,650 options to eleven employees of Simbex, and 150,000 options to two outside consultants of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.79 per option. The fair value of the options was estimated on the date of the grant at $0.78 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 1.21%; stock price of $0.79; and expected life of 5 years. On August 29, 2022, the Company issued 200,000 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 $0.69 per option. The fair value of the options was estimated on the date of the grant at $0.67 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 209%; expected dividend yield of 0%; risk-free interest rate of 1.40%; stock price of $0.68; and expected life of 5 years. c. Warrants The outstanding warrants on August 31, 2022, are as follows: Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 1.25 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 August 31, 2022 11,277,556 $ 0.80 During the three and six months ended August 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 | 6 Months Ended |
Aug. 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 ordinary 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 six months ended August 31, 2022 August 31, 2021 Salaries and short-term benefits $ 465,042 $ 72,062 Stock based compensation 497,744 263,240 Total $ 962,786 $ 335,202 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 | 6 Months Ended |
Aug. 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 | 6 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share [Text Block] | 16. Net loss per share Three months ended Six months ended August 31, August 31, 2021 August 31, 2022 August 31, 2021 Net loss $ (9,632,084 ) $ (1,084,973 ) $ (12,798,298 ) $ (1,719,571 ) Weighted average number of Common and Class A shares 54,585,788 44,691,010 54,307,845 39,843,351 Net loss per share from operations Basic (0.18 ) (0.02 ) (0.24 ) (0.04 ) Diluted (0.18 ) (0.02 ) (0.24 ) (0.04 ) |
Operating expenses
Operating expenses | 6 Months Ended |
Aug. 31, 2022 | |
General and Administrative Expense [Abstract] | |
Operating expenses [Text Block] | 17. Operating expenses General and administrative expenses include stock-based compensation of $378,683 and $867,772 for three and six months ended August 31, 2022, respectively ($446,213 and $465,300 for the three and six months ended August 31, 2021, respectively), as well as rent and facility costs, professional fees, research and development, public company expenses, insurance, and other general expenses. |
Transaction costs including leg
Transaction costs including legal, financial, audit, US and Canadian regulatory costs | 6 Months Ended |
Aug. 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: Three months ended Six months ended August 31, August 31, August 31, 2022 August 31, 2021 Consulting and professional fees $ 326,442 $ 714,196 $ 773,522 $ 1,040,587 General expenses 383,018 172,597 575,161 184,881 Transaction costs $ 709,460 $ 886,793 $ 1,348,683 $ 1,225,468 |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Aug. 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 August 31, 2022, there are no cash equivalents presented on the unaudited interim condensed consolidated balance sheet (February 28, 2022- $nil). |
Contingencies
Contingencies | 6 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | 20. 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 of August 31, 2022, there are 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 | 6 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 21. Subsequent Events DaMar Plastics Acquisition: On September 23, 2022, the Company successfully closed its acquisition of DaMar Plastics Inc. ("DaMar Plastics"), a company focused on designing, producing and selling specialty plastics in several markets including the medical device market. With over 50 years in business, DaMar currently serves the medical and consumer industries with precision plastic molding technology. The acquisition builds upon the Company's strategy to create a fully integrated global medical device company and adds precision plastics technology capabilities to the Company. Under the terms of the Purchase Agreement, the Company acquired DaMar through an indirect wholly owned subsidiary of the Company (“Salona Global Buyer”) in exchange for US$3.2 million in cash and 1,576,609 common shares of the Salona Global Buyer, plus a contingent earn-out payment equal to 1.75 times EBITDA for the earn-out period, consisting of a combination of up to US$5.5 million in cash and up to 5,000,000 in shares of common stock of the Salona Global Buyer based on the performance of DaMar Plastics during the 12 month period ending February 28, 2024. Pursuant to a Contribution and Exchange Agreement, the sellers will be entitled to exchange common shares of the Salona Global Buyer for Class “A” non-voting common shares of SGMD on a one-for-one basis. |
Significant accounting polici_2
Significant accounting policies (Policies) | 6 Months Ended |
Aug. 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 ("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 August 31, 2022, the Company has one segment, healthcare operations, which includes production, design, development, 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 August 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, ALG, 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 goods and services provided to the Company's contracted customers and sales-based royalties 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 Health Plus 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 and are classified as part of the general and administrative expenses on the unaudited interim condensed consolidated statements of operations and comprehensive loss. |
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 are comprised 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 the Company's 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 of August 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 August 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 unaudited interim condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Significant accounting polici_3
Significant accounting policies (Tables) | 6 Months Ended |
Aug. 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) | 6 Months Ended |
Aug. 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 |
ALG-Health, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of value of total consideration [Table Text Block] | Value of Earn-out / Contingent Consideration $ 1,529,507 Total Consideration $ 1,529,507 |
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) | 6 Months Ended |
Aug. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable [Table Text Block] | August 31, 2022 February 28, 2022 Trade accounts receivable $ 7,915,138 $ 6,416,055 Allowance for doubtful accounts (70,990 ) (54,150 ) Other receivables 29,304 233,763 Total accounts receivable $ 7,873,452 $ 6,595,668 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories [Table Text Block] | August 31, 2022 February 28, 2022 Raw materials $ 6,741,179 $ 4,640,896 Work in progress 443,843 259,235 Finished goods 41,947 69,308 Trading goods 646,204 - Total $ 7,873,173 $ 4,969,439 |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment [Table Text Block] | Cost February Acquired Total Additions Disposal Translation August 31, Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 44,233 $ - $ 47,824 $ 1,536,673 Computer equipment and software 73,728 45,848 119,576 54,560 - 3,295 177,431 Furniture and fixtures 10,235 27,598 37,833 - - 1,178 39,011 Leasehold improvements 134,516 - 134,516 - - 4,365 138,881 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 98,793 $ - $ 56,662 $ 1,891,996 Accumulated Depreciation February Acquired Total Additions Disposal Translation August 31, Machinery and equipment $ 178,244 $ - $ 178,244 $ 121,788 $ - $ 8,403 $ 308,435 Computer equipment and software 15,269 - 15,269 13,619 - 788 29,676 Furniture and fixtures 1,292 - 1,292 848 - 60 2,200 Leasehold improvements 8,115 - 8,115 8,599 - 448 17,162 Total $ 202,920 $ - $ 202,920 $ 144,854 $ - $ 9,699 $ 357,473 Net Book Value $ 1,460,175 $ 1,534,523 |
Intangible assets (Tables)
Intangible assets (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets [Table Text Block] | Cost February Acquired Total Additions Disposal August 31, Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 242,535 - 563,358 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 $ 242,535 $ - $ 8,628,679 Accumulated depreciation February Acquired Total Additions Disposal August 31, Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 153,298 $ - $ 286,558 Intellectual Property 51,968 - 51,968 50,422 - 102,390 Customer Base 169,783 - 169,783 186,688 - 356,471 Non-Competes 93,337 - 93,337 94,444 - 187,781 Other Intangible Assets - - - - - - Total $ 448,348 $ - $ 448,348 $ 484,852 $ - $ 933,200 Net Book Value $ 6,926,582 $ 7,695,479 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities [Table Text Block] | August 31, 2022 February 28, 2022 Accounts payable $ 5,462,746 $ 2,862,694 Accrued liabilities 314,082 816,702 Other liabilities 1,821,163 562,262 Total $ 7,597,991 $ 4,241,658 |
Line of credit and debt (Tables
Line of credit and debt (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt [Table Text Block] | Crestmark term loan Balance, February 28, 2022 $ 856,119 Additions - Forgiveness of loan - Principal repayments (84,040 ) Translation 25,969 Balance, August 31, 2022 798,048 Less: current portion (185,487 ) Long-term portion $ 612,561 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Aug. 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 (222,218 ) Translation 137,634 Balance, August 31, 2022 $ 4,334,212 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 124,075 Lease payments (276,513 ) Translation 146,805 Balance, August 31, 2022 $ 4,645,981 $ 351,480 $ 4,294,501 |
Schedule of future minimum lease payments payable [Table Text Block] | Twelve months ending August 31, 2023 $ 594,131 Twelve months ending August 31, 2024 610,811 Twelve months ending August 31, 2025 627,475 Twelve months ending August 31, 2026 645,258 Twelve months ending August 31, 2027 584,214 2028 and thereafter 3,480,796 Total future minimum lease payments 6,542,685 Less: Interest on lease liabilities (1,896,704 ) Total present value of minimum lease payments 4,645,981 Less: current portion 351,480 Non-current portion $ 4,294,501 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
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 1.58 September 23, 2019 0.19 28,155 - 2.07 May 29, 2020 0.27 73,700 73,700 2.74 August 18, 2020 0.19 73,700 49,133 7.97 June 8, 2021 0.99 663,300 221,100 3.75 June 8, 2021 0.86 1,444,520 481,507 3.75 June 8, 2021 0.86 225,000 225,000 3.75 July 7, 2021 1.39 400,000 133,333 3.96 December 6, 2021 0.65 1,185,400 - 4.27 January 19, 2022 0.65 150,000 - 4.39 March 9, 2022 0.54 240,000 - 4.52 April 13, 2022 0.78 236,700 - 4.62 April 26, 2022 0.90 350,000 - 4.65 July 18, 2022 0.79 308,650 - 4.88 August 29, 2022 0.69 200,000 - 4.91 Total $ 0.82 5,584,228 1,188,876 4.16 |
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 ) 0.19 Options exercised and forfeited - - Options issued 1,335,350 0.12 Balance as at August 31, 2022 5,584,228 $ 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 1.25 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 August 31, 2022 11,277,556 $ 0.80 |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions [Table Text Block] | For the six months ended August 31, 2022 August 31, 2021 Salaries and short-term benefits $ 465,042 $ 72,062 Stock based compensation 497,744 263,240 Total $ 962,786 $ 335,202 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per share [Table Text Block] | Three months ended Six months ended August 31, August 31, 2021 August 31, 2022 August 31, 2021 Net loss $ (9,632,084 ) $ (1,084,973 ) $ (12,798,298 ) $ (1,719,571 ) Weighted average number of Common and Class A shares 54,585,788 44,691,010 54,307,845 39,843,351 Net loss per share from operations Basic (0.18 ) (0.02 ) (0.24 ) (0.04 ) Diluted (0.18 ) (0.02 ) (0.24 ) (0.04 ) |
Transaction costs including l_2
Transaction costs including legal, financial, audit, US and Canadian regulatory costs (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Costs and Expenses [Abstract] | |
Schedule of transaction costs including legal, audit and US regulatory [Table Text Block] | Three months ended Six months ended August 31, August 31, August 31, 2022 August 31, 2021 Consulting and professional fees $ 326,442 $ 714,196 $ 773,522 $ 1,040,587 General expenses 383,018 172,597 575,161 184,881 Transaction costs $ 709,460 $ 886,793 $ 1,348,683 $ 1,225,468 |
Description of the business (Na
Description of the business (Narrative) (Details) | 1 Months Ended |
Dec. 21, 2020 | |
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 based on 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). |
Significant accounting polici_4
Significant accounting policies (Narrative) (Details) | 6 Months Ended |
Aug. 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) | 6 Months Ended |
Aug. 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) | 6 Months Ended |
Aug. 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 | 6 Months Ended | 12 Months Ended | |||||||
Mar. 11, 2022 | May 31, 2022 | Feb. 28, 2022 | Nov. 29, 2021 | Sep. 30, 2021 | May 21, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2022 | |
Business Acquisition [Line Items] | |||||||||||
Revenue | $ 20,854,025 | $ 10,044,239 | $ 3,973,773 | $ 20,092,787 | $ 4,564,213 | ||||||
Earning before tax | $ (3,953,496) | (9,662,255) | (1,082,985) | (12,887,449) | (1,717,583) | ||||||
Net earnings | (9,632,084) | (1,084,973) | (12,798,298) | (1,719,571) | |||||||
Liability for shares issued related to acquisition | $ 12,997,846 | 10,757,442 | 10,757,442 | $ 12,997,846 | |||||||
Change in fair value of SDP earn-out consideration | 0 | $ 0 | (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 | $ 14,371,500 | $ 12,340,570 | |||||||||
Shares issued related to acquisition of SDP (in shares) | 143,000 | ||||||||||
Shares issued related to acquisition | $ 107,250 | 11,919,900 | |||||||||
Change in fair value of SDP earn-out consideration | $ 2,451,600 | ||||||||||
ALG-Health, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Liability for shares issued related to acquisition | 0 | $ 1,529,507 | $ 1,529,507 | 0 | |||||||
Risk-free Rate | 3.53% | 3.53% | |||||||||
Stock price volatility | 46.60% | 46.60% | |||||||||
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 | $ 511,443 | $ 511,443 | |||||||||
Liability for shares issued related to acquisition | 1,077,948 | $ 6,769,769 | $ 7,631,636 | $ 7,631,636 | $ 1,077,948 | ||||||
Risk-free Rate | 2.25% | 2.25% | |||||||||
Stock price volatility | 77% | 77% | |||||||||
Reduction in fair value as income | $ 6,553,688 | ||||||||||
Impairment to goodwill | $ 5,520,522 | ||||||||||
Mio-Guard, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition, acquired ownership percentage | 100% | ||||||||||
Revenue | $ 3,737,567 | 3,672,264 | |||||||||
Earning before tax | 234,435 | 265,411 | |||||||||
Liability for shares issued related to acquisition | $ 1,166,465 | $ 1,596,299 | $ 1,596,299 | ||||||||
Risk-free Rate | 3.53% | 3.53% | |||||||||
Stock price volatility | 46.60% | 46.60% |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price (Details) - CAD ($) | Aug. 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 ($) | Aug. 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 | 6 Months Ended | |||
Mar. 11, 2022 | May 31, 2022 | Sep. 30, 2021 | May 21, 2021 | Aug. 31, 2022 | |
South Dakota Partners Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock (Parent Special Stock) | $ 14,371,500 | $ 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 | ||||
ALG-Health, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Earn-out /Contingent Consideration (Net Assets) | $ 1,529,507 | ||||
Total Consideration | $ 1,529,507 | ||||
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 | 6 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | |
South Dakota Development Corporation [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Number of customers | 1,138 | ||
Percentage of revenue | 49% | 52% | |
South Dakota Development Corporation [Member] | Two customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 78% | ||
South Dakota Development Corporation [Member] | Four customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 92% | ||
Percentage of account receivable | 97% | 84% | |
Simbex, LLC [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Number of customers | 28 | ||
Percentage of revenue | 28% | 29% | |
Simbex, LLC [Member] | Two customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 84% | ||
Simbex, LLC [Member] | Three customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 52% | ||
Simbex, LLC [Member] | Four customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of account receivable | 74% | ||
Simbex, LLC [Member] | Five customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of account receivable | 99% |
Accounts receivable - Schedule
Accounts receivable - Schedule of accounts receivable (Details) - CAD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 7,915,138 | $ 6,416,055 |
Allowance for doubtful accounts | (70,990) | (54,150) |
Other receivables | 29,304 | 233,763 |
Total accounts receivable | $ 7,873,452 | $ 6,595,668 |
Disaggregation of Revenues (Nar
Disaggregation of Revenues (Narrative) (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||||
Point-in-time sales revenue | $ 7,251,445 | $ 3,930,297 | $ 14,246,788 | $ 4,502,977 |
Over-a-period sales revenue | $ 2,776,173 | $ 0 | $ 5,791,182 | $ 0 |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - CAD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,741,179 | $ 4,640,896 |
Work in progress | 443,843 | 259,235 |
Finished goods | 41,947 | 69,308 |
Trading goods | 646,204 | 0 |
Total | $ 7,873,173 | $ 4,969,439 |
Property and equipment - Schedu
Property and equipment - Schedule of property and equipment (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Cost | ||||
Beginning balance | $ 1,736,541 | |||
Additions | 98,793 | |||
Disposal | 0 | |||
Translation | 56,662 | |||
Ending balance | $ 1,891,996 | 1,891,996 | ||
Accumulated amortization | ||||
Beginning balance | 202,920 | |||
Additions | 73,909 | $ 61,096 | 144,854 | $ 65,956 |
Disposal | 0 | |||
Translation | 9,699 | |||
Ending balance | 357,473 | 357,473 | ||
Net Book Value, beginning | 1,460,175 | |||
Net Book Value, ending | 1,534,523 | 1,534,523 | ||
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 | 44,233 | |||
Disposal | 0 | |||
Translation | 47,824 | |||
Ending balance | 1,536,673 | 1,536,673 | ||
Accumulated amortization | ||||
Beginning balance | 178,244 | |||
Additions | 121,788 | |||
Disposal | 0 | |||
Translation | 8,403 | |||
Ending balance | 308,435 | 308,435 | ||
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 | 54,560 | |||
Disposal | 0 | |||
Translation | 3,295 | |||
Ending balance | 177,431 | 177,431 | ||
Accumulated amortization | ||||
Beginning balance | 15,269 | |||
Additions | 13,619 | |||
Disposal | 0 | |||
Translation | 788 | |||
Ending balance | 29,676 | 29,676 | ||
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 | 1,178 | |||
Ending balance | 39,011 | 39,011 | ||
Accumulated amortization | ||||
Beginning balance | 1,292 | |||
Additions | 848 | |||
Disposal | 0 | |||
Translation | 60 | |||
Ending balance | 2,200 | 2,200 | ||
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 | 4,365 | |||
Ending balance | 138,881 | 138,881 | ||
Accumulated amortization | ||||
Beginning balance | 8,115 | |||
Additions | 8,599 | |||
Disposal | 0 | |||
Translation | 448 | |||
Ending balance | $ 17,162 | 17,162 | ||
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 | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Cost | ||||
Beginning balance | $ 8,386,144 | |||
Additions | 242,535 | |||
Disposal | 0 | |||
Ending balance | $ 8,628,679 | 8,628,679 | ||
Accumulated amortization | ||||
Beginning balance | 448,348 | |||
Additions | 251,517 | $ 70,609 | 484,852 | $ 78,788 |
Disposal | 0 | |||
Ending balance | 933,200 | 933,200 | ||
Net book Value, beginning | 6,926,582 | |||
Net Book Value, ending | 7,695,479 | 7,695,479 | ||
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 | 1,495,850 | ||
Accumulated amortization | ||||
Beginning balance | 133,260 | |||
Additions | 153,298 | |||
Disposal | 0 | |||
Ending balance | 286,558 | 286,558 | ||
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 | 242,535 | |||
Disposal | 0 | |||
Ending balance | 563,358 | 563,358 | ||
Accumulated amortization | ||||
Beginning balance | 51,968 | |||
Additions | 50,422 | |||
Disposal | 0 | |||
Ending balance | 102,390 | 102,390 | ||
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 | 5,447,521 | ||
Accumulated amortization | ||||
Beginning balance | 169,783 | |||
Additions | 186,688 | |||
Disposal | 0 | |||
Ending balance | 356,471 | 356,471 | ||
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 | 913,368 | ||
Accumulated amortization | ||||
Beginning balance | 93,337 | |||
Additions | 94,444 | |||
Disposal | 0 | |||
Ending balance | 187,781 | 187,781 | ||
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 | 208,582 | ||
Accumulated amortization | ||||
Beginning balance | 0 | |||
Additions | 0 | |||
Disposal | 0 | |||
Ending balance | $ 0 | 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) - CAD ($) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Feb. 28, 2022 | |
Payables And Accruals [Line Items] | ||
Unearned customer deposits and revenues | $ 1,350,767 | $ 426,609 |
Deposits | $ 418,773 | $ 0 |
Accounts payable and accrued _4
Accounts payable and accrued liabilities - Schedule of accounts payable and accrued liabilities (Details) - CAD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5,462,746 | $ 2,862,694 |
Accrued liabilities | 314,082 | 816,702 |
Other liabilities | 1,821,163 | 562,262 |
Total | $ 7,597,991 | $ 4,241,658 |
Line of credit and debt (Narrat
Line of credit and debt (Narrative) (Details) | 6 Months Ended | ||||||
Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | Aug. 31, 2022 CAD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2022 CAD ($) | Feb. 28, 2022 USD ($) | Jun. 09, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Inventories, net | $ 7,873,173 | $ 4,969,439 | |||||
Outstanding balance | 6,141,853 | 5,497,249 | |||||
Total debt | 798,048 | 856,119 | |||||
Current portion of debt | 185,487 | 174,361 | |||||
Long-term portion of debt | $ 612,561 | 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% per annum, whichever is greater | ||||||
Outstanding balance | $ 6,141,853 | 4,684,861 | $ 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 August 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 | 6,783,850 | 5,174,562 | |||||
Accounts receivable | 4,688,623 | 3,576,097 | |||||
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 | $ 18,609 | $ 14,500 | |||||
Outstanding balance | 798,048 | $ 608,732 | |||||
Term Note [Member] | South Dakota Development Corporation [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing amount | $ 1,316,344 |
Line of credit and debt - Sched
Line of credit and debt - Schedule of debt (Details) - CAD ($) | 6 Months Ended | |
Aug. 31, 2022 | Feb. 28, 2022 | |
Debt Instrument [Line Items] | ||
Balance, February 28, 2022 | $ 856,119 | |
Balance, May 31, 2022 | 798,048 | |
Less: current portion | (185,487) | $ (174,361) |
Long-term portion | 612,561 | $ 681,758 |
Crestmark term loan [Member] | ||
Debt Instrument [Line Items] | ||
Balance, February 28, 2022 | 856,119 | |
Additions | 0 | |
Forgiveness of loan | 0 | |
Principal repayments | (84,040) | |
Translation | 25,969 | |
Balance, May 31, 2022 | 798,048 | |
Less: current portion | (185,487) | |
Long-term portion | $ 612,561 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 1 Months Ended | |||||||||||||
Apr. 01, 2022 CAD ($) | Apr. 01, 2022 USD ($) | Jan. 01, 2022 CAD ($) | Jan. 01, 2022 USD ($) | Sep. 21, 2022 CAD ($) | Sep. 21, 2022 USD ($) | Oct. 01, 2021 CAD ($) | Oct. 01, 2021 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | Aug. 31, 2022 CAD ($) | Feb. 28, 2022 CAD ($) | Oct. 01, 2021 USD ($) | Oct. 31, 2018 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||||||
Line of credit | $ 6,141,853 | $ 5,497,249 | ||||||||||||
Weighted average remaining lease term | 12 years 10 days | 13 years 3 months 18 days | ||||||||||||
Weighted average discount rate | 5.43% | 5.46% | ||||||||||||
Lease Agreements [Member] | SDP [Member] | ||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||
Sale of facility in Clear Lake, South Dakota | $ 2,800,970 | $ 2,182,461 | ||||||||||||
Amount of base annual rental | $ 245,085 | $ 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 | $ 500,710 | $ 381,930 | ||||||||||||
Lease Agreements [Member] | Simbex, LLC [Member] | ||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||
Amount of base annual rental | $ 202,058 | $ 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 | $ 119,886 | $ 93,413 | ||||||||||||
Lease Agreements [Member] | Inspira Financial [Member] | Encino Location [Member] | ||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||
Amount of base annual rental | $ 25,350 | $ 19,752 | ||||||||||||
Renewal term of four extension options | 6 months | 6 months | ||||||||||||
Lease Agreements [Member] | Inspira Financial [Member] | Carlsbad Location [Member] | ||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||
Amount of base annual rental | $ 102,852 | $ 80,140 | ||||||||||||
Renewal term of four extension options | 4 years 2 months | 4 years 2 months | ||||||||||||
Lease Agreements [Member] | Mio-Guard, LLC [Member] | ||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||
Amount of base annual rental | $ 109,931 | $ 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 | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Leases [Abstract] | ||||
Right-of-use assets opening balance | $ 3,941,840 | |||
Acquired | 476,956 | |||
Amortization | $ (113,843) | $ (35,266) | (222,218) | $ (38,883) |
Translation | 137,634 | |||
Right-of-use assets ending balance | 4,334,212 | 4,334,212 | ||
Lease liability opening balance | 4,179,688 | |||
Lease liability, Acquired | 471,926 | |||
Interest lease expense | 124,075 | |||
Lease payments | (276,513) | |||
Translation | 146,805 | |||
Lease liability endding balance | 4,645,981 | 4,645,981 | ||
Lease liability, current opening balance | 245,257 | |||
Lease liability, current ending balance | 351,480 | 351,480 | ||
Lease liability, long-term opening balance | 3,934,431 | |||
Lease liability, long-term ending balance | $ 4,294,501 | $ 4,294,501 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments payable (Details) - CAD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Leases [Abstract] | ||
Twelve months ending August 31, 2023 | $ 594,131 | |
Twelve months ending August 31, 2024 | 610,811 | |
Twelve months ending August 31, 2025 | 627,475 | |
Twelve months ending August 31, 2026 | 645,258 | |
Twelve months ending August 31, 2027 | 584,214 | |
2028 and thereafter | 3,480,796 | |
Total future minimum lease payments | 6,542,685 | |
Less: Interest on lease liabilities | (1,896,704) | |
Total present value of minimum lease payments | 4,645,981 | $ 4,179,688 |
Less: current portion | 351,480 | 245,257 |
Non-current portion | $ 4,294,501 | $ 3,934,431 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 14, 2022 shares | May 04, 2022 CAD ($) $ / shares shares | Apr. 13, 2022 $ / shares shares | Mar. 09, 2022 $ / shares shares | Aug. 29, 2022 $ / shares shares | Jul. 22, 2022 CAD ($) shares | Jul. 22, 2022 USD ($) shares | Jul. 18, 2022 $ / shares shares | May 25, 2022 CAD ($) $ / shares shares | Apr. 26, 2022 $ / shares shares | Aug. 31, 2022 CAD ($) $ / shares shares | Aug. 31, 2021 CAD ($) $ / shares shares | Aug. 31, 2022 CAD ($) $ / shares shares | Aug. 31, 2021 CAD ($) $ / shares shares | Feb. 28, 2022 CAD ($) $ / shares shares | Jul. 22, 2022 USD ($) | May 31, 2022 shares | May 31, 2021 shares | Feb. 28, 2021 $ / shares shares | |
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Common stock, value | $ | $ 38,592,772 | $ 38,592,772 | $ 38,046,097 | ||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ | 201,401 | 201,401 | $ 94,999 | ||||||||||||||||
Gain on settlement of debt | $ | 0 | $ 0 | $ 0 | 15,538 | |||||||||||||||
Number of stock options exercised | 28,154 | 1,605,042 | |||||||||||||||||
Proceeds from stock option excercised | $ | $ 5,329 | 376,892 | |||||||||||||||||
Share-based compensation | $ | 378,683 | $ 446,213 | $ 867,772 | $ 465,300 | |||||||||||||||
Exercise price of stock options | $ / shares | $ 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 | ||||||||||||||||||
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 | $ 480,479 | ||||||||||||||||
Class A Shares To Be Issued [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Common stock, value | $ | $ 14,264,250 | $ 14,264,250 | $ 0 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Common shares outstanding | 53,426,054 | 44,790,162 | 53,426,054 | 44,790,162 | 52,539,162 | 53,165,133 | 44,677,545 | 33,813,308 | |||||||||||
Value of common shares outstanding | $ | $ 38,592,772 | $ 38,592,772 | $ 38,046,097 | ||||||||||||||||
Number of common shares issued in satisfaction of indebtedness owed to service provider | 260,921 | 260,921 | 260,921 | 260,921 | 737,000 | ||||||||||||||
Indebtedness owed to service provider | $ 201,401 | $ 156,553 | |||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ 201,401 | $ 156,553 | $ 201,401 | $ 201,401 | $ 94,999 | ||||||||||||||
Number of stock options exercised | 28,154 | 112,617 | 28,154 | 1,605,042 | |||||||||||||||
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 | $ / shares | $ 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 | 1,355,425 | 1,355,425 | 1,355,425 | 1,355,425 | 0 | |||||||||||
Common stock, value | $ | $ 480,479 | $ 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 | 0 | 19,019,000 | 0 | 0 | 19,019,000 | 0 | 0 | |||||||||||
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 | $ / shares | $ 0.79 | $ 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 | $ / shares | $ 0.4749 | $ 0.8 | $ 0.8 | $ 0.79 | $ 0 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Shares issued as payment for liquidated damages | 281,726 | ||||||||||||||||||
Officer [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Number of share options granted | 236,700 | 200,000 | |||||||||||||||||
Exercisable period of stock option | 5 years | 5 years | |||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.78 | $ 0.69 | |||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.77 | $ 0.67 | |||||||||||||||||
Expected volatility | 210% | 209% | |||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||
Risk-free interest rate | 1.54% | 1.40% | |||||||||||||||||
Stock price | $ / shares | $ 0.78 | $ 0.68 | |||||||||||||||||
Expected life | 5 years | ||||||||||||||||||
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 | $ / shares | $ 0.54 | $ 0.9 | |||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.53 | $ 0.86 | |||||||||||||||||
Expected volatility | 201% | 214% | |||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||||||||
Risk-free interest rate | 1.50% | 2.58% | |||||||||||||||||
Stock price | $ / shares | $ 0.54 | $ 0.87 | |||||||||||||||||
Expected life | 5 years | 5 years | 5 years | ||||||||||||||||
Former owner SDP [Member] | Common Stock [Member] | Class A Common stock [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Stock price | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||||||
Class A Shares exchanged for common shares (in shares) | 143,000 | ||||||||||||||||||
One employee of SDP [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Number of share options granted | 100,000 | ||||||||||||||||||
Eleven employees of Simbex [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Number of share options granted | 58,650 | ||||||||||||||||||
Two outside consultants of the Company [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Number of share options granted | 150,000 | ||||||||||||||||||
One employee of SDP, eleven employees of Simbex and two outside consultants [Member] | |||||||||||||||||||
Stockholders Equity Note [Line Items] | |||||||||||||||||||
Exercisable period of stock option | 5 years | ||||||||||||||||||
Exercise price of stock options | $ / shares | $ 0.79 | ||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.78 | ||||||||||||||||||
Expected volatility | 214% | ||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||
Risk-free interest rate | 1.21% | ||||||||||||||||||
Stock price | $ / shares | $ 0.79 | ||||||||||||||||||
Expected life | 5 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 6 Months Ended | ||
Aug. 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 | 5,584,228 | 4,277,032 | 2,793,380 |
Number of vested options | 1,188,876 | ||
Weighted Avg Remaining Life (years) | 4 years 1 month 28 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 6 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 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 8 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 | 49,133 | ||
Weighted Avg Remaining Life (years) | 7 years 11 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 | 663,300 | ||
Number of vested options | 221,100 | ||
Weighted Avg Remaining Life (years) | 3 years 9 months | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 1,444,520 | ||
Number of vested options | 481,507 | ||
Weighted Avg Remaining Life (years) | 3 years 9 months | ||
June 8, 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.86 | ||
Number of options | 225,000 | ||
Number of vested options | 225,000 | ||
Weighted Avg Remaining Life (years) | 3 years 9 months | ||
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 | 133,333 | ||
Weighted Avg Remaining Life (years) | 3 years 11 months 15 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 3 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 4 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 6 months 7 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 7 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 7 months 24 days | ||
July 18, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.79 | ||
Number of options | 308,650 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 10 months 17 days | ||
August 29, 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 0.69 | ||
Number of options | 200,000 | ||
Number of vested options | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 10 months 28 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Aug. 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 | 1,335,350 | 4,434,440 |
Number of options outstanding at ending of period | 5,584,228 | 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 | 0.19 | 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_3
Stockholders' Equity - Schedule of warrants (Details) - Warrant [Member] - $ / shares | 6 Months Ended | ||
Aug. 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 | $ 1.25 | ||
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_4
Stockholders' Equity - Schedule of summary of warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Aug. 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 ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Salaries and short-term benefits | $ 465,042 | $ 72,062 |
Stock based compensation | 497,744 | 263,240 |
Total | $ 962,786 | $ 335,202 |
Net loss per share - Schedule o
Net loss per share - Schedule of net loss per share (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (9,632,084) | $ (1,084,973) | $ (12,798,298) | $ (1,719,571) |
Weighted average number of Common and Class A shares | 54,585,788 | 44,691,010 | 54,307,845 | 39,843,351 |
Net loss per share from operations basic | $ (0.18) | $ (0.02) | $ (0.24) | $ (0.04) |
Net loss per share from operations diluted | $ (0.18) | $ (0.02) | $ (0.24) | $ (0.04) |
Operating expenses - (Narrative
Operating expenses - (Narrative) (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
General And Administrative Expenses [Line Items] | ||||
Stock-based compensation | $ 378,683 | $ 446,213 | $ 867,772 | $ 465,300 |
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 | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||||
Transaction costs | $ 709,460 | $ 886,793 | $ 1,348,683 | $ 1,225,468 |
Transactions Costs [Member] | ||||
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||||
Consulting and professional fees | 326,442 | 714,196 | 773,522 | 1,040,587 |
General expenses | $ 383,018 | $ 172,597 | $ 575,161 | $ 184,881 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Subsequent events [Member] - Damar Plastics Inc [Member] $ in Millions | 1 Months Ended |
Sep. 23, 2022 USD ($) shares | |
Subsequent Event Line Items | |
Cash consideration | $ | $ 3.2 |
Number of common stock issued as consideration | shares | 1,576,609 |
Maximum [Member] | |
Subsequent Event Line Items | |
Cash consideration | $ | $ 5.5 |
Number of common stock issued as consideration | shares | 5,000,000 |