Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | SUSGLOBAL ENERGY CORP. | |
Entity Central Index Key | 0001652539 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 124,783,286 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56024 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Davenport Road | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | M5R 1J2 | |
City Area Code | 416 | |
Local Phone Number | 223-8500 | |
Entity Tax Identification Number | 38-4039116 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Current Assets | ||
Cash | $ 6,431 | $ 42,900 |
Funds held in trust | 924,500 | 0 |
Trade receivables | 111,582 | 69,193 |
Government remittances receivable | 5,080 | 6,983 |
Inventory | 42,889 | 58,695 |
Prepaid expenses and deposits | 687,187 | 580,852 |
Total Current Assets | 1,777,669 | 758,623 |
Long-lived Assets, net | 8,822,265 | 9,107,152 |
Long-Term Assets | 8,822,265 | 9,107,152 |
Total Assets | 10,599,934 | 9,865,775 |
Current Liabilities | ||
Accounts payable | 3,871,418 | 3,475,691 |
Government remittances payable | 453,492 | 371,587 |
Accrued liabilities | 1,983,650 | 1,781,258 |
Current portion of long-term debt | 9,994,265 | 8,816,931 |
Current portion of obligations under capital lease | 83,950 | 57,275 |
Convertible promissory notes | 9,756,700 | 7,796,433 |
Loans payable to related parties | 59,941 | 40,000 |
Total Current Liabilities | 26,203,416 | 22,339,175 |
Long-term debt | 0 | 52,495 |
Obligations under capital lease | 0 | 64,483 |
Total Long-term Liabilities | 0 | 116,978 |
Total Liabilities | 26,203,416 | 22,456,153 |
Stockholders' Deficiency | ||
Preferred stock, $.0001 par value, 10,000,000 authorized, none issued and outstanding Common stock, $.0001 par value, 150,000,000 authorized, 124,783,286 (2022- 113,438,832) shares issued and outstanding | 12,482 | 11,348 |
Additional paid-in capital | 19,473,057 | 17,152,018 |
Shares to be issued | 60,100 | 213,600 |
Accumulated deficit | (35,520,256) | (30,345,197) |
Accumulated other comprehensive income | 371,135 | 377,853 |
Stockholders' deficiency | (15,603,482) | (12,590,378) |
Total Liabilities and Stockholders' Deficiency | $ 10,599,934 | $ 9,865,775 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 124,783,286 | 113,438,832 |
Common Stock, Shares, Outstanding | 124,783,286 | 113,438,832 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Revenue | $ 186,901 | $ 297,202 | $ 505,075 | $ 551,815 | ||||
Cost of Sales | ||||||||
Opening inventory | 64,578 | 19,555 | 58,695 | 20,582 | ||||
Depreciation | $ 117,344 | 87,528 | $ 144,564 | 112,731 | $ 405,633 | 301,467 | $ 441,390 | 344,196 |
Cost of sales | 236,009 | 543,896 | 617,293 | 1,061,690 | ||||
Less: closing inventory | (42,889) | (48,154) | (42,889) | (48,154) | ||||
Total cost of sales | 193,120 | 495,742 | 574,404 | 1,013,536 | ||||
Gross loss | (6,219) | (198,540) | (69,329) | (461,721) | ||||
Operating expenses | ||||||||
Management compensation-stock-based compensation | 57,600 | 60,113 | 172,800 | 180,339 | ||||
Management compensation-fees | 117,401 | 115,175 | 351,162 | 350,910 | ||||
Marketing | 923 | (250) | 122,098 | 1,003,959 | ||||
Professional fees | 103,930 | 190,653 | 286,723 | 812,738 | ||||
Interest expense | 140,161 | 208,537 | 499,222 | 589,488 | ||||
Office and administration | 56,567 | 67,377 | 176,120 | 259,193 | ||||
Rent and occupancy | 58,385 | 54,586 | 161,127 | 171,177 | ||||
Insurance | 10,974 | 12,867 | 33,167 | 76,304 | ||||
Filing fees | 8,562 | 9,699 | 31,852 | 71,242 | ||||
Amortization of financing costs | 26,901 | 27,752 | 72,296 | 94,916 | ||||
Directors' compensation | 18,631 | 14,366 | 53,211 | 43,864 | ||||
Stock-based compensation | 254,724 | 659,050 | 785,149 | 955,837 | ||||
Repairs and maintenance | 1,015 | 2,386 | 22,636 | (8,773) | ||||
Foreign exchange loss (income) | 214,406 | 378,510 | (33,037) | 518,690 | ||||
Total operating expenses | 1,070,180 | 1,800,821 | 2,734,526 | 5,119,884 | ||||
Net loss from operating activities | (1,076,399) | (1,999,361) | (2,803,855) | (5,581,605) | ||||
Other expense | (116,710) | (1,697,619) | (2,371,204) | (3,207,270) | ||||
Net loss | (1,193,109) | (3,696,980) | (5,175,059) | (8,788,875) | ||||
Other comprehensive loss | ||||||||
Foreign exchange income (loss) | 327,961 | 652,484 | (6,718) | 819,813 | ||||
Comprehensive loss | $ (865,148) | $ (3,044,496) | $ (5,181,777) | $ (7,969,062) | ||||
Net loss per share basic | $ / shares | $ (0.01) | $ (0.04) | $ (0.04) | $ (0.09) | ||||
Net loss per share diluted | $ / shares | $ (0.01) | $ (0.04) | $ (0.04) | $ (0.09) | ||||
Weighted average number of common shares outstanding basic | shares | 122,972,355 | 122,972,355 | 105,189,849 | 105,189,849 | 120,391,943 | 120,391,943 | 100,335,858 | 100,335,858 |
Weighted average number of common shares outstanding diluted | shares | 122,972,355 | 122,972,355 | 105,189,849 | 105,189,849 | 120,391,943 | 120,391,943 | 100,335,858 | 100,335,858 |
Direct wages and benefits [Member] | ||||||||
Cost of Sales | ||||||||
Cost of sales | $ 36,459 | $ 52,860 | $ 111,984 | $ 158,356 | ||||
Equipment rental, delivery, fuel and repairs and maintenance [Member] | ||||||||
Cost of Sales | ||||||||
Cost of sales | 14,723 | 365,975 | 55,569 | 477,128 | ||||
Utilities [Member] | ||||||||
Cost of Sales | ||||||||
Cost of sales | 32,721 | (7,760) | 89,578 | 35,410 | ||||
Outside contractors [Member] | ||||||||
Cost of Sales | ||||||||
Cost of sales | $ 0 | $ 535 | $ 0 | $ 26,018 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shares to be Issued [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Beginning Balance at Dec. 31, 2021 | $ 9,302 | $ 11,272,599 | $ 59,640 | $ (18,334,649) | $ (335,960) | $ (7,329,068) |
Beginning Balance (Shares) at Dec. 31, 2021 | 92,983,547 | |||||
Shares issued for proceeds previously received | $ 23 | 48,967 | (48,990) | |||
Shares issued for proceeds previously received (Shares) | 230,000 | |||||
Shares issued to officers | $ 105 | 240,345 | 240,450 | |||
Shares issued to officers (Shares) | 1,050,000 | |||||
Shares issued to employee | $ 1 | 1,989 | 1,990 | |||
Shares issued to employee (in shares) | 10,000 | |||||
Shares issued for professional services | $ 90 | 223,820 | 223,910 | |||
Shares issued for professional services (Shares) | 895,000 | |||||
Shares issued on conversion of debt to equity | $ 200 | 463,662 | 463,862 | |||
Shares issued on conversion of debt to equity (shares) | 2,000,000 | |||||
Shares issued on private placement | $ 4 | 16,556 | 16,560 | |||
Shares issued on private placement (Shares) | 40,000 | |||||
Shares yet to be issued | 29,450 | 29,450 | ||||
Other comprehensive loss | (142,524) | (142,524) | ||||
Net loss | (2,863,226) | (2,863,226) | ||||
Ending Balance at Mar. 31, 2022 | $ 9,725 | 12,267,938 | 40,100 | (21,197,875) | (478,484) | (9,358,596) |
Ending Balance (Shares) at Mar. 31, 2022 | 97,208,547 | |||||
Beginning Balance at Dec. 31, 2021 | $ 9,302 | 11,272,599 | 59,640 | (18,334,649) | (335,960) | (7,329,068) |
Beginning Balance (Shares) at Dec. 31, 2021 | 92,983,547 | |||||
Shares issued to officers | 240,450 | |||||
Net loss | (8,788,875) | |||||
Ending Balance at Sep. 30, 2022 | $ 10,736 | 16,167,554 | 60,100 | (27,123,524) | 483,853 | (10,401,281) |
Ending Balance (Shares) at Sep. 30, 2022 | 107,313,135 | |||||
Beginning Balance at Dec. 31, 2021 | $ 9,302 | 11,272,599 | 59,640 | (18,334,649) | (335,960) | (7,329,068) |
Beginning Balance (Shares) at Dec. 31, 2021 | 92,983,547 | |||||
Shares issued for professional services | $ 2,186,110 | |||||
Shares issued for professional services (Shares) | 6,655,000 | |||||
Shares issued on private placement | $ 907,760 | |||||
Shares issued on private placement (Shares) | 4,444,041 | |||||
Shares issued on issuance of debt on extinguishment of existing debt | $ 1,652,715 | |||||
Shares issued on issuance of debt on extinguishment of existing debt (in Shares) | 4,125,211 | |||||
Ending Balance at Dec. 31, 2022 | $ 11,348 | 17,152,018 | 213,600 | (30,345,197) | 377,853 | $ (12,590,378) |
Ending Balance (Shares) at Dec. 31, 2022 | 113,438,832 | |||||
Beginning Balance at Mar. 31, 2022 | $ 9,725 | 12,267,938 | 40,100 | (21,197,875) | (478,484) | (9,358,596) |
Beginning Balance (Shares) at Mar. 31, 2022 | 97,208,547 | |||||
Shares yet to be issued on extinguishment of existing debt | 61,470 | 61,470 | ||||
Shares issued on private placement | $ 140 | 427,860 | 428,000 | |||
Shares issued on private placement (Shares) | 1,404,041 | |||||
Shares issued on issuance of debt on extinguishment of existing debt | $ 398 | 1,590,847 | 1,591,245 | |||
Shares issued on issuance of debt on extinguishment of existing debt (in Shares) | 3,975,211 | |||||
Shares yet to be issued | 20,000 | 20,000 | ||||
Other comprehensive loss | 309,853 | 309,853 | ||||
Net loss | (2,228,669) | (2,228,669) | ||||
Ending Balance at Jun. 30, 2022 | $ 10,263 | 14,286,645 | 121,570 | (23,426,544) | (168,631) | (9,176,697) |
Ending Balance (Shares) at Jun. 30, 2022 | 102,587,799 | |||||
Shares issued for proceeds previously received | $ 15 | 61,455 | (61,470) | |||
Shares issued for proceeds previously received (Shares) | 150,000 | |||||
Shares issued for professional services | $ 471 | 1,780,979 | 1,781,450 | |||
Shares issued for professional services (Shares) | 4,710,000 | |||||
Shares issued on conversion of debt to equity | $ 11 | 38,451 | 38,462 | |||
Shares issued on conversion of debt to equity (shares) | 106,868 | |||||
Return of shares to treasury | $ (24) | 24 | ||||
Return of shares to treasury (Shares) | (241,502) | |||||
Other comprehensive loss | 652,484 | 652,484 | ||||
Net loss | (3,696,980) | (3,696,980) | ||||
Ending Balance at Sep. 30, 2022 | $ 10,736 | 16,167,554 | 60,100 | (27,123,524) | 483,853 | (10,401,281) |
Ending Balance (Shares) at Sep. 30, 2022 | 107,313,135 | |||||
Beginning Balance at Dec. 31, 2022 | $ 11,348 | 17,152,018 | 213,600 | (30,345,197) | 377,853 | (12,590,378) |
Beginning Balance (Shares) at Dec. 31, 2022 | 113,438,832 | |||||
Shares issued for proceeds previously received | $ 50 | 153,450 | (153,500) | |||
Shares issued for proceeds previously received (Shares) | 500,000 | |||||
Shares issued to officers | $ 310 | 446,090 | 446,400 | |||
Shares issued to officers (Shares) | 3,100,000 | |||||
Shares issued to employee | $ 2 | 2,878 | 2,880 | |||
Shares issued to employee (in shares) | 20,000 | |||||
Shares issued to directors | $ 10 | 20,990 | 21,000 | |||
Shares issued to directors (Shares) | 100,000 | |||||
Shares issued for professional services | $ 41 | 63,439 | 63,480 | |||
Shares issued for professional services (Shares) | 410,000 | |||||
Shares issued on conversion of debt to equity | $ 105 | 220,049 | 220,154 | |||
Shares issued on conversion of debt to equity (shares) | 1,049,413 | |||||
Other comprehensive loss | (6,634) | (6,634) | ||||
Net loss | (1,035,172) | (1,035,172) | ||||
Ending Balance at Mar. 31, 2023 | $ 11,866 | 18,058,914 | 60,100 | (31,380,369) | 371,219 | (12,878,270) |
Ending Balance (Shares) at Mar. 31, 2023 | 118,618,245 | |||||
Beginning Balance at Dec. 31, 2022 | $ 11,348 | 17,152,018 | 213,600 | (30,345,197) | 377,853 | (12,590,378) |
Beginning Balance (Shares) at Dec. 31, 2022 | 113,438,832 | |||||
Shares issued to officers | 446,400 | |||||
Shares issued for professional services | $ 396,895 | |||||
Shares issued for professional services (Shares) | 1,790,000 | |||||
Shares issued on private placement | $ 380,971 | |||||
Shares issued on private placement (Shares) | 1,536,582 | |||||
Net loss | $ (5,175,059) | |||||
Ending Balance at Sep. 30, 2023 | $ 12,482 | 19,473,057 | 60,100 | (35,520,256) | 371,135 | (15,603,482) |
Ending Balance (Shares) at Sep. 30, 2023 | 124,783,286 | |||||
Beginning Balance at Mar. 31, 2023 | $ 11,866 | 18,058,914 | 60,100 | (31,380,369) | 371,219 | (12,878,270) |
Beginning Balance (Shares) at Mar. 31, 2023 | 118,618,245 | |||||
Shares issued on conversion of related party debt and accounts payable | $ 117 | 278,728 | 278,845 | |||
Shares issued on conversion of related party debt and accounts payable (Shares) | 1,167,371 | |||||
Shares issued for professional services | $ 63 | 139,102 | 139,165 | |||
Shares issued for professional services (Shares) | 630,000 | |||||
Shares issued on conversion of debt to equity | $ 60 | 153,786 | 153,846 | |||
Shares issued on conversion of debt to equity (shares) | 601,296 | |||||
Shares issued on private placement | $ 31 | 101,008 | 101,039 | |||
Shares issued on private placement (Shares) | 310,888 | |||||
Shares yet to be issued on private placement received | 128,248 | 128,248 | ||||
Other comprehensive loss | (328,045) | (328,045) | ||||
Net loss | (2,946,778) | (2,946,778) | ||||
Ending Balance at Jun. 30, 2023 | $ 12,137 | 18,731,538 | 188,348 | (34,327,147) | 43,174 | (15,351,950) |
Ending Balance (Shares) at Jun. 30, 2023 | 121,327,800 | |||||
Shares issued for proceeds previously received | $ 53 | 128,195 | (128,248) | |||
Shares issued for proceeds previously received (Shares) | 531,250 | |||||
Shares issued on conversion of related party debt and accounts payable | $ 125 | 233,433 | 233,558 | |||
Shares issued on conversion of related party debt and accounts payable (Shares) | 1,254,792 | |||||
Shares issued for professional services | $ 75 | 194,175 | 194,250 | |||
Shares issued for professional services (Shares) | 750,000 | |||||
Shares issued for other services | $ 23 | 34,101 | 34,124 | |||
Shares issued for other services (Shares) | 225,000 | |||||
Shares issued on private placement | $ 69 | 151,615 | 151,684 | |||
Shares issued on private placement (Shares) | 694,444 | |||||
Other comprehensive loss | 327,961 | 327,961 | ||||
Net loss | (1,193,109) | (1,193,109) | ||||
Ending Balance at Sep. 30, 2023 | $ 12,482 | $ 19,473,057 | $ 60,100 | $ (35,520,256) | $ 371,135 | $ (15,603,482) |
Ending Balance (Shares) at Sep. 30, 2023 | 124,783,286 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (5,175,059) | $ (8,788,875) |
Adjustments for: | ||
Depreciation | 302,388 | 345,163 |
Amortization of financing fees | 72,296 | 94,916 |
Stock-based compensation | 957,949 | 1,136,176 |
Loss on conversion of convertible promissory notes | 74,359 | 0 |
Loss on revaluation of convertible promissory notes | 2,296,845 | 7,232,090 |
Gain on extinguishment of convertible promissory notes | 0 | (4,274,820) |
Changes in non-cash working capital: | ||
Non-cash addition to convertible promissory notes on amendment | 387,100 | |
Trade receivables | (42,473) | (16,628) |
Government remittances receivable | 1,925 | (41,581) |
Other receivable | 0 | (150,094) |
Inventory | 15,986 | (31,119) |
Prepaid expenses and deposits | (235,374) | (169,383) |
Accounts payable | 626,652 | 2,866,933 |
Government remittances payable | 81,646 | 89,758 |
Accrued liabilities | 200,225 | 788,328 |
Net cash used in operating activities | (822,635) | (532,036) |
Cash flows from investing activities | ||
Purchase of long-lived assets | 0 | (1,894,619) |
Net cash (used in) investing activities | 0 | (1,894,619) |
Cash flows from financing activities | ||
Advances of long-term debt | 1,114,800 | 0 |
Repayment of long-term debt | (27,884) | (61,784) |
Financing fee on long-term debt | (44,592) | 0 |
Repayments of obligations under capital lease | (38,207) | (70,322) |
Advances on convertible promissory notes | 0 | 2,080,000 |
Repayment of convertible promissory notes | 0 | (85,880) |
Advances of loans payable to related parties | 389,520 | 133,482 |
Repayment of loans payable to related parties | (92,725) | (48,660) |
Proceeds on private placement | 380,971 | 444,560 |
Subscription payable proceeds | 0 | 0 |
Net cash provided by financing activities | 1,681,883 | 2,391,396 |
Effect of exchange rate on cash | 28,783 | 3,340 |
Increase (decrease) in cash | 888,031 | (31,919) |
Cash and cash equivalents-beginning of period | 42,900 | 36,033 |
Cash and cash equivalents and restricted cash-end of period | 930,931 | 4,114 |
Supplemental Cash Flow Disclosure: | ||
Interest paid | 322,785 | 406,877 |
Supplemental Non-Cash Disclosure: | ||
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees | 374,000 | 502,324 |
Common stock issued at fair value on extinguishment of existing debt | 0 | 1,591,245 |
Common stock yet to be issued on extinguishment of existing debt | 0 | 61,470 |
Common stock issued at fair value for conversion of related party debt and accounts payable | 512,403 | 0 |
Share issued for prepaid services | $ 56,650 | $ 0 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation [Text Block] | 1. Nature of Business and Basis of Presentation SusGlobal Energy Corp. ("SusGlobal") was formed by articles of amalgamation on December 3, 2014, in the Province of Ontario, Canada and its executive office is in Toronto, Ontario, Canada. SusGlobal, a company in the start-up stages and Commandcredit Corp. ("Commandcredit"), an inactive Canadian public company, amalgamated to continue business under the name of SusGlobal Energy Corp. On May 23, 2017, SusGlobal filed an Application for Authorization to continue in another Jurisdiction with the Ministry of Government Services in Ontario and a certificate of corporate domestication and certificate of incorporation with the Secretary of State of the State of Delaware under which it changed its jurisdiction of incorporation from Ontario to the State of Delaware (the "Domestication"). In connection with the Domestication each of the currently issued and outstanding common shares were automatically converted on a one-for-one basis into common shares compliant with the laws of the state of Delaware (the "Shares"). As a result of the Domestication, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the "DGCL"), SusGlobal continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of SusGlobal and its subsidiaries on a consolidated basis, as well as its principal location and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. SusGlobal filed a Registration Statement on Form S-4 to register the Shares and this registration statement was declared effective by the Securities and Exchange Commission on May 12, 2017. On December 11, 2018, the Company began trading on the OTCQB venture market exchange, under the ticker symbol SNRG. SusGlobal is a renewables company focused on acquiring, developing and monetizing a global portfolio of proprietary technologies in the waste to energy and regenerative products application. These interim condensed consolidated financial statements of SusGlobal and its wholly-owned subsidiaries, SusGlobal Energy Canada Corp. ("SECC"), SusGlobal Energy Canada I Ltd. ("SGECI"), SusGlobal Energy Belleville Ltd. ("SGEBL"), SusGlobal Energy Hamilton Ltd. ("SEHL") and 1684567 Ontario Inc. ("1684567") (together, the "Company"), have been prepared following generally accepted accounting principles in the United States ("US GAAP") for interim financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-Q and Article 8 of SEC Regulation S-X, and are expressed in United States Dollars. The Company's functional currency is the Canadian Dollar ("C$"). In the opinion of management, all adjustments necessary for a fair presentation have been included. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 2. Going Concern The interim condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company incurred a net loss of $5,175,059 (2022-$8,788,875) for the nine months ended September, 2023, and as at that date had a working capital deficit of $24,425,747 (December 31, 2022-$21,580,552) and an accumulated deficit of $35,520,256 (December 31, 2022-$30,345,197) and expects to incur further losses in the development of its business. On February 18, 2021, PACE Savings and Credit Union Limited ("PACE") and the Company reached a new agreement to repay all amounts owing to PACE on or before July 30, 2021. Management was not able to meet the July 30, 2021, deadline. On August 13, 2021, PACE agreed to allow the Company until August 31, 2021, to bring the arrears current and continue to September 2022, the original maturity date. Management was not able to meet the August 31, 2021, deadline. On November 15, 2021, the Company paid all arrears to PACE and PACE agreed to allow the Company to continue payments to the end of the terms of each obligation, September 2022. Similarly, the Company paid all arrears to PACE on March 15, 2022, and PACE allowed the Company to continue payments to the end of the terms of each obligation, September 2022. On March 28, 2023, the Company and PACE negotiated a full and final mutual release of all obligations owing to PACE. Management continues discussions with equity investors to raise the necessary funds to repay other creditors. The Company was successful in extending the repayment date on a 1st mortgage which had a maturity date of September 1, 2022, to December 1, 2023. One of the Company's significant customer contracts expired at the end of December 31, 2020, and one customer contract was terminated by the Company in September of 2021. These factors cast substantial doubt as to the Company's ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to further the development of its business, satisfy its obligations to its creditors, and upon achieving profitable operations through revenue growth. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company was unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies These interim condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements of the Company for the years ended December 31, 2022, and 2021 and their accompanying notes. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements [Text Block] | 4. Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted The following section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which requires enhanced disclosure of certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This ASU also requires the disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases. ASU No. 2022-02 became effective for the Company's annual and interim periods beginning on January 1, 2023. The Company adopted this ASU on January 1, 2023. As a result, the adoption of ASU 2022-02 did not have any impact on the opening balances in the interim condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ("ASU-2016-13"). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company adopted this ASU on January 1, 2023. As a result, the adoption of ASU 2016-13 did not have any impact on the opening balances in the interim condensed consolidated financial statements. There were no new accounting pronouncements issued and not yet adopted that were expected to have a material impact on the Company's interim condensed consolidated financial position or results of operations in the current or future periods. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments [Text Block] | 5. Financial Instruments The carrying value of the Company's financial instruments, such as cash, funds held in trust, trade receivables, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of the long-term debt, obligations under capital lease and convertible promissory notes also approximates fair value due to their market interest rate. Interest, Credit and Concentration Risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company is exposed to significant interest rate risk on the current portion of its long-term debt of $3,909,422 (C$5,285,860) (December 31,2022-$7,285,747; C$9,868,274). Credit risk is the risk of loss associated with a counterparty's inability to perform its payment obligations. As at September 30, 2023, the Company's credit risk is primarily attributable to cash and trade receivables. As at September 30, 2023, the Company's cash was held with reputable Canadian chartered banks and a United States of America bank. With regards to credit risk with customers, the customers' credit evaluation is reviewed by management and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond amounts provided for by the allowance for doubtful accounts is inherent in accounts receivable. As at September 30, 2023, the allowance for doubtful accounts was $nil (C$nil) (December 31, 2022-$nil; C$nil). As at September 30, 2023, the Company is exposed to concentration risk as it had five customers (December 31, 2022-four customers) representing greater than 5% of total trade receivables and five customers (December 31, 2022-four customers) represented 98% (December 31, 2022-90%) of trade receivables. The Company had certain customers whose revenue individually represented 10% or more of the Company's total revenue. These customers accounted for 93% (37%, 31%, 13% and 12%) (September 30, 2022-85%; 36%, 24%, 13% and 12%) of total revenue. Certain of the prior period's comparative figures have been reclassified to conform to the current year's presentation. The reclassification on the interim condensed consolidated statement of operations and comprehensive loss for the sale of carbon credits from other expenses to revenue. Liquidity Risk Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company takes steps to ensure it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations. Management is considering all its options to repay its creditors. Refer also to going concern, note 2. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company's capital programs. In order to continue operations, the Company will need to raise capital, and complete the refinancing of its real property and organic waste processing and composting facility. There is no assurance of funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. Refer also to going concern, note 2. Currency Risk Although the Company's functional currency is the C$, the Company realizes a portion of its expenses in United States Dollars ("$"). Consequently, certain assets and liabilities are exposed to foreign currency fluctuations. As at September 30, 2023, $352,299 (December 31, 2022-$80,843) of the Company's net monetary liabilities were denominated in $. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. |
Funds Held in Trust
Funds Held in Trust | 9 Months Ended |
Sep. 30, 2023 | |
Funds Held In Trust [Abstract] | |
Funds Held in Trust [Text Block] | 6 Funds Held in Trust The Funds held in trust at September 30, 2023, in the amount of $924,500 (C$1,250,000), relate to a full and final mutual release of all obligations owing to PACE, including accrued interest, in exchange for an amount of $924,500 (C$1,250,000). The funds are held in escrow by the Company's Canadian legal counsel. The funds will be released to PACE once the letter of credit, in the amount of $204,744 (C$276,831) is released by the Ministry of the Environment, Conservation and Parks (the "MECP") to PACE and the Company replaces with the new letter of credit in the amount of $471,596 (C$637,637). Immediately prior to this full and final mutual release, the amounts owing to PACE, included in the interim condensed consolidated balance sheets, include $3,452,655 (C$4,668,274) disclosed under long-term debt and accrued interest of $391,785 (C$529,725) disclosed under accrued liabilities. The Company raised the funds by securing a 2nd. mortgage on March 1, 2023, in the amount of $1,109,400 (C$1,500,000) prior to disbursements of $184,900 (C$250,000), on its Belleville, Ontario Canada property. Refer also to subsequent events, note 19(b). |
Long-lived Assets, net
Long-lived Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Long lived Assets net [Abstract] | |
Long-lived Assets, net [Text Block] | 7 Long-lived Assets, net September 30, December 31, 2023 2022 Cost Accumulated depreciation Net book value Net book value Land $ 3,169,512 $ - $ 3,169,512 $ 3,163,941 Property under construction 3,554,896 - 3,554,896 3,548,648 Composting buildings 2,242,555 805,110 1,437,445 1,535,656 Gore cover system 1,041,373 604,265 437,108 514,306 Driveway and paving 342,805 165,689 177,116 197,336 Machinery and equipment 107,288 103,342 3,946 28,036 Equipment under capital lease 288,185 288,185 - 39,574 Signage 6,113 4,578 1,535 2,447 Automotive equipment 162,829 122,122 40,707 77,208 $ 10,915,556 $ 2,093,291 $ 8,822,265 $ 9,107,152 Depreciation for the three and nine-month periods ended September 30, 2023, is disclosed in cost of sales in the amount of $87,528 (C$117,344) and $301,467 (C$405,633) (2022-$112,731; C$144,564 and $344,196; C$441,390) respectively and in office and administration in the amount of $307 (C$413) and $921 (C$1,240) (2022-$325; C$413 and $967; C$1,240) respectively, in the interim condensed consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 8. Related Party Transactions For three and nine-month periods ended September 30, 2023, the Company incurred $89,449 (C$120,000) and $267,552 (C$360,000) (2022-$92,189; C$120,000 and $280,728; C$360,000) respectively, in management fees expense with Travellers International Inc. ("Travellers"), an Ontario company controlled by a director and the president and chief executive officer (the "CEO"); and $27,952 (C$37,500) and $83,610 (C$112,500) (2022-$22,986; C$30,000 and $70,182; C$90,000) respectively, in management fees expense with the Company's chief financial officer (the "CFO"). As at September 30, 2023, unpaid remuneration and unpaid expenses in the amount of $204,728 (C$276,809) (December 31, 2022-$161,790; C$219,138) is included in accounts payable and $107,634 (C$145,530) (December 31, 2022-$22,705; C$30,753) is included in accrued liabilities in the interim condensed consolidated balance sheets. During the three and nine-month periods ended September 30, 2023, Travellers converted $233,558 (C$316,400) and $512,403 (C$688,883) (2022-$nil; C$nil and $nil; C$nil) respectively, in outstanding loans and outstanding accounts payable for 1,254,792 and 2,422,163 (2022-nil and nil) respectively, common shares of the Company, based on closing trading prices on the day prior to each conversion. For the three and nine-month periods ended September 30, 2023, the Company incurred $30,014 (C$40,046) and $80,452 (C$108,251) (2022-$27,728; C$36,244 and $89,530; C$114,812) respectively, in rent expense paid under a lease arrangement with Haute Inc. ("Haute"), an Ontario company controlled by the CEO. In addition, during the three and nine-month periods ended September 30, 2023, the Company paid the CFO interest of $nil (C$nil) and $nil (C$nil) (2022-$nil; C$nil and $526; C$674) respectively, on loans totaling $nil (C$nil) (2022-$29,211 (C$36,000) respectively, provided to the Company and repaid during the three month period ended March 31, 2022. For the independent directors, the Company recorded directors' compensation during the three and nine-month periods ended September 30, 2023 of $18,631 (C$25,000) and $53,211 (C$71,597) (2022-$14,366; C$18,750 and $43,864; C$56,250) respectively. In addition, on February 18, 2023 a new independent director was appointed and was awarded 100,000 common shares of the Company on March 1, 2023 valued at $21,000 based on the closing trading price on the appointed date and included under stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss. Further, the new independent director provided the Company funds of $101,039 (C$134,483) for a private placement in exchange for 310,888 common shares of the Company priced at $0.3250 per share. As at September 30, 2023, outstanding directors' compensation of $174,393 (C$235,793) (December 31, 2022-$121,226; C$164,196) is included in accrued liabilities, in the interim condensed consolidated balance sheets. Pursuant to the terms of the CEO's Consulting Agreement, for his services as the CEO, the compensation is at a rate of $29,728 (C$40,000) per month for twelve (12) months, beginning on the Effective Date, January 1, 2023, and at a rate of $37,160 (C$50,000) per month for twelve (12) months, beginning January 1, 2024. In addition, the Company agreed to grant the CEO 3,000,000 restricted shares of the Company's Common Stock, par value of $0.0001 per share (the "Common Stock") on the Effective Date. The Company has also agreed to reimburse the CEO for certain out-of-pocket expenses incurred by the CEO. Pursuant to the terms of the CFO's Consulting Agreement for his services as the CFO, the compensation is at a rate of $9,290 (C$12,500) per month for twelve (12) months, beginning on the Effective Date, January 1, 2023. In addition, the Company agreed to grant the CFO 100,000 restricted shares of the Company's Common Stock, par value of $0.0001 per share (the "Common Stock") on the Effective Date. The Company has also agreed to reimburse the CFO for certain out-of-pocket expenses incurred by the CFO. Furthermore, for the three and nine-month periods ended September 30, 2023, the Company recognized management stock-based compensation expense of $57,600 and $172,800 (2022-$60,113 and $180,339) respectively, on the common stock issued to the CEO and the CFO, 3,000,000 and 100,000 common stock, respectively, as stipulated in their executive consulting agreements, effective January 1, 2023 valued at the trading price on the Effective Date. The total stock-based compensation on the issuance of the common stock totaled $446,400 (2022-$240,450). The portion to be expensed for the balance of the consulting agreements, $273,600 (2022-$60,111) is included in prepaid expenses and deposits in the interim condensed consolidated balance sheets. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 9. Long-Term Debt September 30, 2023 December 31, (a) PACE Credit Facility-see below $ 697,199 $ 695,974 (b) PACE Credit Facility-see below 389,874 389,188 (c) PACE Corporate Term Loan-see below 2,365,582 2,361,424 (d)i.) Mortgage Payable-due December 1, 2023 3,835,462 3,782,751 (d)ii.) Mortgage Payable-due August 17, 2023 1,479,200 1,476,600 (d)iii.) Mortgage Payable-due March 1, 2024 1,090,920 - (e) Canada Emergency Business Account-Due December 31, 2023 73,960 73,830 (f) Corporate Term Loan-Due April 7, 2025 62,068 89,659 9,994,265 8,869,426 Current portion (9,994,265 ) (8,816,931 ) Long-Term portion $ - $ 52,495 As disclosed under funds held in trust, note 6, the Company and PACE finalized a full and final mutual release of all obligations owing to PACE, including accrued interest, in exchange for an amount of $924,500 (C$1,250,000). The funds are being held in escrow by the Company's Canadian legal counsel. The funds will be released to PACE once the letter of credit, in the amount of $204,744 (C$276,831) is released by the MECP to PACE and the Company replaces with the new letter of credit in the amount of $471,596 (C$637,637). Immediately prior to this full and final release, the amounts owing to PACE, included above under a), b) and c) totaled $3,452,655 (C$4,668,274). Refer also to going concern, note 2 and subsequent events, note 19(b). The PACE long-term debt was initially payable as noted below: (a) (b) (c) For the three and nine-month periods ended September 30, 2023, $nil (C$nil) and $103,371 (C$139,089) (2022-$100,983; C$131,211 and $255,412; C$327,535) respectively, in interest was incurred on the PACE long-term debt. As at September 30, 2023, $391,785 (C$529,725) (December 31, 2022-$288,407; C$390,636) in accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. (d) Financing fees on the 1st mortgage totaled $298,369 (C$403,419). In addition, as at September 30, 2023 there is $10,458 (C$14,140) (December 31, 2022-$56,409; C$76,404) of unamortized financing fees included in long-term debt in the interim condensed consolidated balance sheets. ii) iii) For the three and nine-month periods ended September 30, 2023, $138,015 (C$185,000) and $388,605 (C$522,833) (2022-$104,681; C$136,682 and $324,937; C$416,692) respectively, in interest was incurred on the mortgages payable. As at September 30, 2023 $43,599 (C$58,950) (December 31, 2022- $31,555; C$42,740) in accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. (e) The Company has received a total of $73,960 (C$100,000) under this program, from its Canadian chartered bank. Under the initial term date of the loans, which is detailed in the CEBA term loan agreements, the amount is due on December 31, 2022 and is interest-free. If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023 (subsequently extended to January 18, 2024). If paid by December 31, 2023, 33.33% ($25,176; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. The CEBA term loan agreements contain a number of positive and negative covenants, for which the Company is not in full compliance. (f) For the three and nine-month periods ended September 30, 2023, $823 (C$1,103) and $2,794 (C$3,760) (2022- $1,312; C$1,716 and $4,342; C$5,568) in interest was incurred. As a result of the Company being in default on its obligations for its convertible promissory notes, the obligations under this bank term loan are disclosed as a current obligation. |
Obligations under Capital Lease
Obligations under Capital Lease | 9 Months Ended |
Sep. 30, 2023 | |
Obligations Under Capital Lease [Abstract] | |
Obligations under Capital Lease [Text Block] | 10. Obligations under Capital Lease September 30, 2023 December 31, 2022 (a) (b) Total Total Obligations under Capital Lease $ - $ 83,950 $ 83,950 $ 121,758 Less: current portion (83,950 ) (83,950 ) (57,275 ) Long-term portion $ - $ - $ - $ 64,483 Refer also to going concern, note 2. (a) (b) The lease liabilities are secured by the equipment under capital lease as described under long-lived assets, net (note 7). Minimum lease payments as per the original terms of the obligations under capital lease are as follows: In the three-month period ending December 31, 2023 $ 20,272 In the year ending December 31, 2024 60,817 In the year ending December 31, 2025 5,142 86,231 Less: imputed interest (2,281 ) Total $ 83,950 For the three and nine-month periods ended September 30, 2023, $785 (C$1,053) and $2,768 (C$3,725) (2022-$1,361; C$1,770 and $3,599; C$4,616) in interest was incurred. As a result of the Company being in default on its obligations for its convertible promissory notes, the obligations under capital lease are disclosed as a current obligation. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes [Text Block] | 11. Convertible Promissory Notes September 30, 2023 December 31, 2022 (a) Convertible promissory notes-October 28 and 29, 2021 $ 2,251,696 $ 2,599,925 (b) Convertible promissory notes-March 3 and 7, 2022 5,948,014 3,696,044 (c) Convertible promissory note- June 23, 2022 1,556,990 1,500,464 $ 9,756,700 $ 7,796,433 The convertible promissory notes are accounted for under the fair value option in the interim condensed consolidated balance sheets. The actual principal outstanding on the balance of the convertible promissory notes as at September 30, 2023 is $6,872,575 (December 31, 2022-$5,825,260), including accrued interest of $662,415 (2022-$nil). (a) The maturity date of the October 2021 Investor Notes is the earlier of (i) July 28 and 29, 2022 and (ii) the occurrence of a Liquidity Event, as described above (the "Maturity Date"). Upon the occurrence of a Liquidity Event, the October 2021 Investors are entitled to convert all or a portion of their October 2021 Investor Notes including any accrued and unpaid interest at a conversion price (the "Conversion Price") equal to 70% (representing a 30% discount) multiplied by the price per share of the Common Stock at the public offering associated with the Liquidity Event. Upon the occurrence of an event of default, the interest rate on the October 2021 Investor Notes will immediately accrue at 24% per annum and be paid in cash monthly to the October 2021 Investors, until the default is cured. And the Conversion Price will be reset to 85% of the lowest volume weighted average price for the ten consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date. On May 11, 2022, the holder of the October 29, 2021 investor note, provided an amendment for an optional conversion of his investor notes. The conversion price was amended to be (i) the product of the Liquidity Event price multiplied by the discount of 35% (previously 30%) or (2) the greater of (i) the product of the closing price per share of the Company's Common Stock as reported by the applicable trading market on the trading day immediately prior to the conversion date multiplied by the discount (35%) or $1.70 multiplied by the discount (35%), provided that in the event of a conversion, of investor note, at a time that a Liquidity Event shall not have previously occurred and be continuing, the conversion price for such conversion shall be as provided in the amendment. On August 16, 2022, the Company was sent a notice of default from one of the October 2021 Investors, whose investor note was issued on October 29, 2021. On September 15, 2022, the Company and the investor of the October 2021 investor note entered into an amendment to the October 2021 investor note which served as a cure to the previously issued default notice. Pursuant to the September 15, 2022 amendment, the Company and the October 29, 2021 investor, agreed that the outstanding principal amount of the October 29, 2021 investor note would increase by 10% to $1,618,100 from the previously issued principal amount of $1,471,000. The new agreed upon maturity date was changed to November 15, 2022, subject to certain conditions and the maturity date would automatically be extended to January 15, 2023 provided that the October 29, 2021 investor does not notify the Company in writing prior to the maturity date that the automatic extension of the maturity date has been cancelled. In connection with this amendment, the Company agreed to use its best efforts to promptly facilitate the conversion of the October 29, 2021 investor note into shares of the Company's common stock. Further, the October 29, 2021 investor agreed not to convert more than $100,000 in any one conversion notice and the October 29, 2021 investor agreed not to issue an additional conversion notice unless and until any previously issued conversion shares have been sold by the October 29, 2021 investor or exceed 10% of the daily trading volume in selling the shares of the Company's common stock On September 21, 2022 and November 10, 2022, the October 29, 2021 investor issued conversion notices to the Company and the Company issued 372,090 common shares at conversion prices ranging from $0.1885 to $0.2339 per share respectively, on the conversion of $25,000 and $50,000 respectively, of the October 29, 2021 investor note, having a fair market value of $97,129 on conversion. The October 29, 2021 investor has not informed the Company of an extension to the current maturity date but continued to issue conversion notices to the Company prior to the default notice of June 8, 2023, noted below. On December 22, 2022, the October 28, 2021 investor, whose October 28, 2021 investor note had a previous Principal Amount of $294,118 and a maturity date of July 28, 2022, provided the Company with an amendment whereby the maturity date of the October 28, 2021 investor note was extended to the earlier of July 28, 2023 or the occurrence of a Liquidity Event. In addition, the Company agreed that the investor could convert his October 28, 2021, investor note into shares of the Company's common stock at any time at the investor's option. Previously, the October 28, 2021 Note was only convertible upon the occurrence of the Liquidity Event. The Company also agreed to change the conversion price to be the lowest trading bid price of the Company's common stock on the trading day immediately prior to the conversion date multiplied with a 35% discount to that lowest price. Previously, the conversion price was a 30% discount to the price at which the securities were sold in connection with the Liquidity Event. In consideration for the extension of the maturity date, the Company agreed to issue the investor 500,000 shares of the Company's common stock. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all the proceeds were allocated to the convertible promissory note and $nil to the common shares. On June 8, 2023, the October 29, 2021 investor's counsel sent the Company a notice of default on the October 29, 2021 investor note and the March 2022 Investor Notes, described below. The default was caused by the holders of these promissory notes not being able to receive shares of the Company's common stock, par value $0.0001 (the "Common Stock") pursuant to the conversion terms of these promissory notes. All cure periods available pursuant to the promissory notes had expired prior to June 8, 2023. The October 29, 2021 investor note had a principal balance of $1,300,000 before and after the default and the March 2022 Investor Notes, whose principal balance totaled $2,640,000 prior to the notice of default, increased by 20% or $528,000 in total as a result of the notice of default. In addition, default interest at the rate of 24% per annum accrued on the March 2022 Investor Notes and totaled $424,946 the June 8, 2023. During the three and nine-month periods ended September 30, 2023, the October 29, 2021 investor provided the Company with notices of conversion to convert in total $nil and $243,100 respectively, of his investor note having a fair value on conversion of $nil and $374,000 respectively, for nil and 1,650,709 respectively, of common shares of the Company. The conversion prices per share for the three and nine-month periods ended September 30, 2023 ranged from $nil to $nil and $0.1294 to $0.3400 respectively. The Company initially reserved 1,905,000 of its authorized and unissued Common Stock (the "October 2021 Reserved Amount"), free from pre-emptive rights, to be issued upon conversion of the October 2021 Investor Notes. (b) The maturity date of the Notes is the earlier of (i) June 3 and 7, 2022, and (ii) the occurrence of a Liquidity Event (as defined in the Notes) (the "Maturity Date"). The final payment of the Principal Amount (and default interest, if any) shall be paid by the Company to the Investors on the Maturity Date. On an event of default, the principal amount of the March 2020 Investor Notes will increase to 120% of their original principal amounts. The Investors are entitled to, following an event of default, (as defined in the March 2022 Investor Notes) to convert all or any amount of the Principal Amount and any interest accruing at the default interest rate of 24% per annum into Common Stock, at a conversion price (the "Conversion Price") equal to 70% (representing a 30% discount) multiplied by the price per share of the Common Stock at any national security exchange or over-the-counter marketplace for the five (5) trading days immediately prior to the March 2022 Investors' notice of conversion. On May 11, 2022, the holder of the March 3, 2022 Investor Note and on May 13, 2022, the holder of the March 7, 2022 Investor Note, each provided an amendment for an optional conversion of their investor notes. The conversion price was amended to be (i) the product of the Liquidity Event price multiplied by the discount of 35% (previously 30%) or (2) the greater of (i) the product of the closing price per share of the Company's Common Stock as reported by the applicable trading market on the trading day immediately prior to the conversion date multiplied by the discount (35%) or $1.70 multiplied by the discount (35%), provided that in the event of a conversion, of his investor note, at a time that a Liquidity Event shall not have previously occurred and be continuing, the conversion price for such conversion shall be as provided in amendment for each. Further, on June 29, 2022, the March 2022 Investors revised their March 2022 Investor Notes, to extend the maturity date to August 15, 2022 and increase the principal amount of each of the March 2022 Investor Notes by twenty percent (20%), from a Principal Amount of $2,000,000 to $2,400,000. In addition, the Company agreed to issue 100,000 common shares to the March 2022 Investor. These restricted shares of the Company's common stock will survive a reverse stock split prior to listing. The common shares were issued on July 11, 2022. The restructurings were accounted for as extinguishments as they were renegotiated after maturity. On August 16, 2022, the Company was sent notices of default from the March 2022 Investors. And, on September 15, 2022, the Company and the March 2022 Investors entered into an amendment to the March 2022 Investor Notes which served as a cure to the previously issued default notices. Pursuant to the September 15, 2022 amendment, the Company and the March 2022 Investors agreed that the outstanding Principal Amount totaling $2,400,000 would increase by 10% to $2,640,000. The new agreed upon maturity date was now November 15, 2022, subject to certain conditions and the maturity date was extended to January 15, 2023. In connection with this amendment, the Company agreed to use its best efforts to promptly facilitate the conversion of the March 2022 Investor Notes into shares of the Company's common stock only after the October 29, 2021 investor note, as described under paragraph (a) above, has been fully converted. Further, in the event that the October 29, 2021 investor note has been fully converted and the conversion shares sold, thereafter, the March 2022 Investor Notes may both be converted at the March 2022 Investors' discretion on a pari-passu basis, provided, however, that no conversion shall exceed $50,000 for each of the March 2022 Investor Notes and each of the March 2022 Investors shall not sell more than 5% of the daily trading volume in selling the Company's shares of common stock. As noted above, on June 8, 2023 the counsel for the March 2022 Investors provided the Company with a notice of default. This resulted in the principal balance of the March 2022 Investor Notes increasing in principal from $2,640,000 in total to $3,168,000, in total. In addition, interest is accruing at the rate of 24% per annum. As at September 30, 2023, accrued interest of $662,415 (2022-$nil) is included in the convertible promissory notes balance. (c) The June 2022 Investor may convert the principal amount and any accrued but unpaid interest into the Company's common stock from time to time following an event of default ('Event of Default"), as defined in the June 2022 Investor Note, with interest accruing at the default interest rate of 15% per annum from the Event of Default, at a conversion price (the "Conversion Price") equal to the lesser of 90% (representing a 10% discount) multiplied by the price per share of the Common Stock at the public offering associated with the Event of Default. On December 29, 2022, the Company and the investor agreed to extend the maturity date to the earlier of June 23, 2023 or the occurrence of a Liquidity Event. In consideration for the extension of the maturity date, the Company agreed to: (i) increase the principal amount to $1,320,000.00 (the "Increased Principal Amount"); (ii) that interest is payable on the Increased Principal Amount and that such interest (but not any default interest that becomes due) is paid in full and in advance by the Company issuing to the June 2022 Investor 450,000 shares of the Company's common stock and (iii) issue to the June 2022 Investor 666,667 shares of the Company's common stock (the "Modification Fee Shares"). The parties agreed that the Modification Fee Shares served as an increase in the amount of commitment fee shares issued to the investor pursuant to the securities purchase agreement signed by the Company and the June 2022 Investor on June 23, 2022, in connection with the issuance of the June 2022 Investor Note. The Company used the with-and-without method to allocate the proceeds between the convertible promissory note and the common shares. As a result, all the proceeds were allocated to the convertible promissory note and $nil to the common shares. On June 29, 2023, the June 2022 Investor provided a 45-day extension of the June 2022 Investor Note in exchange for an increase in the principal balance of the June 2022 Investor Note of $100,000, from $1,320,000 to $1,420,000. The Company initially reserved 8,000,000 of its authorized and unissued Common Stock (the "June 2022 Reserved Amount"), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of the June 2022 Investor Note. Pursuant to the terms of the security purchase agreements for the convertible promissory notes described above, for so long as the noted investors own any shares of Common Stock issued upon the conversion of the applicable investor notes, the Company has covenanted to secure and maintain the listing of such shares of Common Stock. The Company is also subject to certain customary negative covenants under the investor notes and the security purchase agreements, including but not limited to the requirement to maintain its corporate existence and assets, require registration of or stockholder approval for the investor notes or the Common Stock upon the conversion of the applicable investor notes. The convertible promissory notes described above, contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission which would increase the amount of the principal and interest rates under the convertible promissory notes in the event of such defaults. In the event of a default, at the option of the applicable investor and in their sole discretion, the applicable investor may consider any of their convertible promissory notes immediately due and payable. Refer also to going concern, note 2. Fair value option for the convertible promissory notes The Company is eligible to elect the fair value option under ASC 825, Financial Instruments Gains and losses attributable to changes in credit risk were insignificant during the three and nine-month periods ended September 30, 2023 and 2022. The Company recognized a loss of $nil (2022-$659,526) at the time of issuance of the convertible promissory notes and an additional loss of $117,710 and $2,296,845 (2022-$1,447,619 and $6,572,564) attributed to the change in fair value of the convertible promissory notes for the three and nine-month periods ended September 30, 2023. In addition, for the three and nine-month periods ended September 30, 2023, the Company recognized a gain on extinguishment of convertible promissory notes of $nil and $nil (2022-$nil and $4,274,820). Further, for the three and nine-month periods ended September 30, 2023, the Company incurred debt issuance costs of $nil and $nil (2022-$nil and $101,000) respectively, which were expensed as incurred. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement [Text Block] | 12. Fair Value Measurement The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation: Fair value as at September 30, 2023 and December 31, 2022 Using: Level 3 September 30, 2023 December 31, 2022 Assets: $ - $ - $ - Liabilities: Convertible promissory notes 9,756,700 9,756,700 7,796,433 $ 9,756,700 $ 9,756,700 $ 7,796,433 During each of the three and nine-month periods ended September 30, 2023 and 2022, there were no transfers between Level 1, Level 2, or Level 3. There were no financial assets or other liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022. The following table summarizes the change in Level 3 financial instruments during the nine-month period ended September 30, 2023 and year ended December 31, 2022. September 30, 2023 December 31, 2022 Fair value at December 31, 2022 $ 7,796,433 $ 3,798,516 Fair value at issuance - 2,159,526 Amendments 2,180,923 - Conversions/repayments (336,578 ) (136,880 ) Mark to market 115,922 7,663,844 Settlement - (5,688,573 ) Fair value at September 30, 2023 and December 31, 2022 $ 9,756,700 $ 7,796,433 Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the convertible promissory notes at issuance and subsequent financial reporting dates was estimated based on significant inputs not observable in the market, which represent level 3 measurements within the fair value hierarchy. The fair value of the convertible promissory notes at issuance and at each reporting period was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a scenario-based binomial model to estimate the fair value of the convertible promissory notes. The model determines the fair value from a market participant's perspective by evaluating the payouts under hold, convert, or call decisions. The most significant estimates and assumptions used as inputs are those concerning type, timing and probability of specific scenario outcomes. Specifically, the Company assigned a probability of default, which would increase the required payout as described in note 11 and calculated the fair value under each scenario. At the issuance dates of the convertible promissory notes, the probability of default ("PD") was assumed to be 75% (2022-75%), except for those that were amended post maturity which were assumed to be 100%. The probability of default was determined in reference to a 1-year PD rate for a 'CCC+' rating at issuance, and a combination of 'CC' and 'CCC-' credit ratings at September 30, 2023 and December 31, 2022. Increasing (decreasing) the probability of default would result in a significantly higher (lower) fair value measurement. Other significant unobservable inputs include the expected volatility, discount for lack of marketability and the credit spread. The expected volatility was based on the historical volatility over a look-back period that was consistent with the balance-remaining term of the instruments. A range of 138.4% to 161.4% was used for the expected volatility (2022-92% to 159%). The discount for lack of marketability was determined using a range of option pricing methodologies using the remaining restriction term corresponding to each instrument on the relevant valuation date. A range of 0% to 40% was used for the discount for lack of marketability. The credit spread was determined in reference to credit yields of companies with similar credit risk at the date of valuation. A premium of 10% was added to the credit spread as an instrument specific adjustment to reflect the Company's risk of default. A figure of 23.92% (2022-24.4% to 25.6%) was used for the credit spread. Refer also to going concern, note 2. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Loan Payable To Related Party [Abstract] | |
Loans Payable to Related Parties [Text Block] | 13. Loans Payable to Related Parties September 30, 2023 December 31, Directors $ 47,500 $ 40,000 Officers 12,441 - Total $ 59,941 $ 40,000 The loans owing to directors were received by the Company on June 6, 2022 and March 16, 2023, are unsecured, bearing interest at 5% per annum and due on demand. During the three and nine-month periods ended September 30, 2023, $538 and $1,684 (2022-$548 and $679) respectively, in interest was incurred on the directors' loans. As at September 30, 2023, $2,839 (December 31, 2022-$1,088) of accrued interest is included in accrued liabilities in the interim condensed consolidated balance sheets. The loans from the officers are non-interest bearing and due on demand. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Capital Stock [Text Block] | 14. Capital Stock As at September 30, 2023, the Company had 150,000,000 common shares authorized with a par value of $.0001 per share and 124,783,286 (December 31, 2022-113,438,832) common shares issued and outstanding. For the nine -month period ended September 30, 2023, the Company issued 1,650,709 (December 31, 2022-2,372,090) common shares on the conversion of a convertible promissory note having a fair value on conversion in the amount of $374,000 (December 31, 2022-$579,247) at conversion prices ranging from $0.1294 to $0.3400 (December 31, 2022- $0.1885 to $0.2339) per share. This resulted in a loss on conversion of $74,359 disclosed under other expenses, note 16. During the nine-month period ended September 30, 2023, Travellers converted $512,403 (C$688,883) (December 31, 2022-$33,371; C$45,200 in outstanding accounts payable) in outstanding loans and outstanding accounts payable for 2,422,163 (December 31, 2022-193,778) common shares of the Company, based on closing trading prices on the day prior to each conversion. On January 3, 2023, the Company issued 3,000,000 (January 2, 2022-1,000,000) common shares to the CEO and 100,000 (January 2, 2022-50,000) common shares to the CFO in connection with their executive consulting agreements, valued at $446,400 (December 31, 2022-$240,450), based on the closing trading price on the effective date of their executive consulting agreements. Included under management stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss for the three and nine-month periods ended September 30, 2023 is an amount of $57,600 and $172,800 (2022-$60,113 and $180,339) respectively. Also, on January 17, 2022 and March 22, 2022, the Company issued 230,000 common shares on proceeds previously received. As at September 30, 2023, the Company recorded a balance of $60,100 (December 31, 2022-$213,600 for 750,000 shares to be issued relating to consulting agreements, of which 500,000 were issued on January 27, 2023, valued on the effective dates stipulated in the consulting agreements) for 250,000 shares to be issued relating to a consulting agreement with a service provider for professional services, valued on the effective dates stipulated in the consulting agreement. These professional services are included under stock-based compensation in the interim condensed consolidated statements of operations and comprehensive loss. During the three-month period ended March 31, 2023, the Company issued 500,000 (2022-230,000) common shares for proceeds previously received. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments [Text Block] | 15. Commitments a) For the three-month period ending December 31, 2023 $ 116,487 For the year ending December 31, 2024 443,760 $ 560,247 b) c) d) e) f) • $125,000 sixty days subsequent to the Company's shares listed on the Nasdaq or another senior exchange. • $125,000 on the one-year anniversary of the first payment above and, • $125,000 on the one-year anniversary of the second payment above. There is also an arrangement to issue 250,000 warrants to the individual's company once the Company's shares are listed on the Nasdaq or another major exchange. g) The Company is responsible through a special provision of the site plan agreement with the City of Belleville (the "City"), Ontario, Canada, that it is required to fund road maintenance required by the City through to September 30, 2025 at an annual rate of $7,396 (C$10,000). The future minimum commitment is as follows: For the three-month period ending December 31, 2023 $ - For the year ending December 31, 2024 7,396 For the year ending December 31, 2025 7,396 $ 14,792 h) Refer also to subsequent events, note 19(b). The letter of credit is a requirement of the MECP and is in connection with the financial assurance provided by the Company for it to be in compliance with the MECPs environmental objectives. The MECP regularly evaluates the Company's organic waste processing and composting facility to ensure compliance is adhered to and the letter of credit is subject to change by the MECP. As a result of audits conducted by the MECP in December of 2020, the Company has accrued estimated and actual costs for corrective measures as a result of the MECP's audits totaling $692,799 (C$936,721) (December 31, 2022-$676,635; C$904,287). As at September 30, 2023, the MECP has not drawn on the letter of credit. The Company is in the process of obtaining a letter of credit for the new financial assurance with the MECP in the amount of $471,596 (C$637,637). |
Other Expenses
Other Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other Expenses [Text Block] | 16. Other Expenses September 30, September 30, (a) Loss on conversion of convertible promissory note $ (74,359 ) $ - (b) Loss on revaluation of convertible promissory notes (2,296,845 ) (7,232,090 ) (c) Gain on extinguishment of convertible promissory notes - 4,274,820 (d) Settlement payment - (250,000 ) $ (2,371,204 ) $ (3,207,270 ) (a) As described under convertible promissory notes, note 11(a), the loss is on five conversions of the October 29, 2021 investor note. (b) Loss on revaluation of convertible promissory notes. Refer to note 11, convertible promissory notes. (c) Gain on extinguishment of convertible promissory notes. Refer to note 11, convertible promissory notes. (d) Accrued settlement payment for the release of services of a party for an underwriting offering dated March 23, 2022 and amended May 23, 2022. |
Economic Dependence
Economic Dependence | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Economic Dependence [Text Block] | 17. Economic Dependence The Company generated 95% and 93% of its revenue from four customers, during the three and nine-month periods ended September 30, 2023 (2022-93% and 85% from four customers) respectively. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2023 | |
Legal Proceeding [Abstract] | |
Legal Proceedings [Text Block] | 18. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows. The Company has a claim against it for unpaid legal fees in the amount of $48,252 (C$65,241). The amount is included in accounts payable on the Company's interim condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 19. Subsequent Events The Company's management has evaluated subsequent events up to the date the interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events: (a) On November 2, 2023, the Company completed the purchase of additional land, consisting of a 2.03-acre site in Hamilton, Ontario, Canada for $2,292,760 (C$3,100,000). Prior to completing the purchase, the Company paid deposits of $229,276 (C$310,000) to the vendor, included under prepaid expenses and deposits on the interim condensed consolidated balance sheets. The balance of the purchase price was satisfied with a $1,479,200 (C$2,000,000) vendor take-back mortgage bearing interest at 7% annually, maturing in two years and the balance in cash financed by a second mortgage on the additional land bearing interest at 13% annually, maturing in one year and is secured by a third mortgage on the property in Belleville, Ontario, Canada. (b) On November 3, 2023, the funds held in escrow, in the amount of $924,500 (C$1,250,000), were released to PACE (now Alterna Savings and Credit Union Limited "Alterna") and Alterna released all security it held to the Company. |
Long-lived Assets, net (Tables)
Long-lived Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Long lived Assets net [Abstract] | |
Schedule of long-lived assets [Table Text Block] | September 30, December 31, 2023 2022 Cost Accumulated depreciation Net book value Net book value Land $ 3,169,512 $ - $ 3,169,512 $ 3,163,941 Property under construction 3,554,896 - 3,554,896 3,548,648 Composting buildings 2,242,555 805,110 1,437,445 1,535,656 Gore cover system 1,041,373 604,265 437,108 514,306 Driveway and paving 342,805 165,689 177,116 197,336 Machinery and equipment 107,288 103,342 3,946 28,036 Equipment under capital lease 288,185 288,185 - 39,574 Signage 6,113 4,578 1,535 2,447 Automotive equipment 162,829 122,122 40,707 77,208 $ 10,915,556 $ 2,093,291 $ 8,822,265 $ 9,107,152 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments [Table Text Block] | September 30, 2023 December 31, (a) PACE Credit Facility-see below $ 697,199 $ 695,974 (b) PACE Credit Facility-see below 389,874 389,188 (c) PACE Corporate Term Loan-see below 2,365,582 2,361,424 (d)i.) Mortgage Payable-due December 1, 2023 3,835,462 3,782,751 (d)ii.) Mortgage Payable-due August 17, 2023 1,479,200 1,476,600 (d)iii.) Mortgage Payable-due March 1, 2024 1,090,920 - (e) Canada Emergency Business Account-Due December 31, 2023 73,960 73,830 (f) Corporate Term Loan-Due April 7, 2025 62,068 89,659 9,994,265 8,869,426 Current portion (9,994,265 ) (8,816,931 ) Long-Term portion $ - $ 52,495 |
Obligations under Capital Lea_2
Obligations under Capital Lease (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Obligations Under Capital Lease [Abstract] | |
Schedule of obligations under capital lease [Table Text Block] | September 30, 2023 December 31, 2022 (a) (b) Total Total Obligations under Capital Lease $ - $ 83,950 $ 83,950 $ 121,758 Less: current portion (83,950 ) (83,950 ) (57,275 ) Long-term portion $ - $ - $ - $ 64,483 |
Schedule of future minimum lease payments for capital leases [Table Text Block] | In the three-month period ending December 31, 2023 $ 20,272 In the year ending December 31, 2024 60,817 In the year ending December 31, 2025 5,142 86,231 Less: imputed interest (2,281 ) Total $ 83,950 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible promissory notes [Table Text Block] | September 30, 2023 December 31, 2022 (a) Convertible promissory notes-October 28 and 29, 2021 $ 2,251,696 $ 2,599,925 (b) Convertible promissory notes-March 3 and 7, 2022 5,948,014 3,696,044 (c) Convertible promissory note- June 23, 2022 1,556,990 1,500,464 $ 9,756,700 $ 7,796,433 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities that measured at fair value on a recurring basis [Table Text Block] | Fair value as at September 30, 2023 and December 31, 2022 Using: Level 3 September 30, 2023 December 31, 2022 Assets: $ - $ - $ - Liabilities: Convertible promissory notes 9,756,700 9,756,700 7,796,433 $ 9,756,700 $ 9,756,700 $ 7,796,433 |
Schedule of change in Level 3 financial instruments [Table Text Block] | September 30, 2023 December 31, 2022 Fair value at December 31, 2022 $ 7,796,433 $ 3,798,516 Fair value at issuance - 2,159,526 Amendments 2,180,923 - Conversions/repayments (336,578 ) (136,880 ) Mark to market 115,922 7,663,844 Settlement - (5,688,573 ) Fair value at September 30, 2023 and December 31, 2022 $ 9,756,700 $ 7,796,433 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loan Payable To Related Party [Abstract] | |
Schedule of loan payable to related party [Table Text Block] | September 30, 2023 December 31, Directors $ 47,500 $ 40,000 Officers 12,441 - Total $ 59,941 $ 40,000 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
The CEO and the CFO [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the three-month period ending December 31, 2023 $ 116,487 For the year ending December 31, 2024 443,760 $ 560,247 |
Astoria Organic Matters Ltd. [Member] | |
Other Commitments [Line Items] | |
Schedule of commitments [Table Text Block] | For the three-month period ending December 31, 2023 $ - For the year ending December 31, 2024 7,396 For the year ending December 31, 2025 7,396 $ 14,792 |
Other Expenses (Tables)
Other Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense [Table Text Block] | September 30, September 30, (a) Loss on conversion of convertible promissory note $ (74,359 ) $ - (b) Loss on revaluation of convertible promissory notes (2,296,845 ) (7,232,090 ) (c) Gain on extinguishment of convertible promissory notes - 4,274,820 (d) Settlement payment - (250,000 ) $ (2,371,204 ) $ (3,207,270 ) |
Going Concern (Narrative) (Deta
Going Concern (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Going Concern [Abstract] | |||||||||
Net loss | $ (1,193,109) | $ (2,946,778) | $ (1,035,172) | $ (3,696,980) | $ (2,228,669) | $ (2,863,226) | $ (5,175,059) | $ (8,788,875) | |
Working capital deficit | 24,425,747 | 24,425,747 | $ 21,580,552 | ||||||
Accumulated deficit | $ (35,520,256) | $ (35,520,256) | $ (30,345,197) |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 CAD ($) | Sep. 30, 2022 | Sep. 30, 2023 CAD ($) Customer | Sep. 30, 2022 | Dec. 31, 2022 CAD ($) Customer | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | |||||||
Current portion of long term debt and convertible promissory notes | $ 5,285,860 | $ 5,285,860 | $ 9,868,274 | $ 3,909,422 | $ 7,285,747 | ||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | 0 | 0 | ||
Net monetary liabilities denominated in USD | $ | $ 352,299 | $ 80,843 | |||||
Customer Concentration Risk [Member] | Greater Than 5% Total Trade Receivables [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customers | 5 | 4 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customers | 4 | ||||||
Concentration Risk, Percentage | 90% | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Five [Member] | |||||||
Product Information [Line Items] | |||||||
Number of customers | 5 | ||||||
Concentration Risk, Percentage | 98% | ||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk Threshold Percentage | 93% | ||||||
Concentration Risk, Benchmark Description | 10% or more of the Company's total revenue. | 10% or more of the Company's total revenue. | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Four Customers [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 95% | 93% | 93% | 85% | |||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 37% | 85% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 31% | 36% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 13% | 24% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Four [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 12% | 13% | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Five [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 12% |
Funds Held in Trust (Narrative)
Funds Held in Trust (Narrative) (Details) | Mar. 01, 2023 CAD ($) | Mar. 01, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Mar. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Funds held in trust | $ 1,250,000 | $ 924,500 | $ 0 | |||
Long-term debt | 9,994,265 | 8,869,426 | ||||
Accrued liabilities | 1,983,650 | $ 1,781,258 | ||||
Secured Debt [Member] | ||||||
Description of collateral | raised the funds by securing a 2nd. mortgage | raised the funds by securing a 2nd. mortgage | ||||
Collateral amount | $ 1,500,000 | $ 1,109,400 | ||||
Amount prior to disbursements | $ 250,000 | $ 184,900 | ||||
PACE [Member] | ||||||
Funds held in trust | 1,250,000 | 924,500 | ||||
Long-term debt | 4,668,274 | 3,452,655 | ||||
Accrued liabilities | 529,725 | 391,785 | ||||
PACE [Member] | Letter of Credit [Member] | ||||||
Other commitment | 276,831 | 204,744 | ||||
PACE [Member] | New Letter of Credit [Member] | ||||||
Other commitment | $ 637,637 | $ 471,596 |
Long-lived Assets, net (Narrati
Long-lived Assets, net (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation disclosed in cost of sales | $ 117,344 | $ 87,528 | $ 144,564 | $ 112,731 | $ 405,633 | $ 301,467 | $ 441,390 | $ 344,196 |
Office and administration | $ 413 | $ 307 | $ 413 | $ 325 | $ 1,240 | $ 921 | $ 1,240 | $ 967 |
Long-lived Assets, net - Schedu
Long-lived Assets, net - Schedule of long-lived assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 10,915,556 | |
Accumulated Depreciation | 2,093,291 | |
Net book value | 8,822,265 | $ 9,107,152 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,169,512 | |
Accumulated Depreciation | 0 | |
Net book value | 3,169,512 | 3,163,941 |
Property under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,554,896 | |
Accumulated Depreciation | 0 | |
Net book value | 3,554,896 | 3,548,648 |
Composting buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,242,555 | |
Accumulated Depreciation | 805,110 | |
Net book value | 1,437,445 | 1,535,656 |
Gore cover system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,041,373 | |
Accumulated Depreciation | 604,265 | |
Net book value | 437,108 | 514,306 |
Driveway and paving [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 342,805 | |
Accumulated Depreciation | 165,689 | |
Net book value | 177,116 | 197,336 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 107,288 | |
Accumulated Depreciation | 103,342 | |
Net book value | 3,946 | 28,036 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 288,185 | |
Accumulated Depreciation | 288,185 | |
Net book value | 0 | 39,574 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,113 | |
Accumulated Depreciation | 4,578 | |
Net book value | 1,535 | 2,447 |
Automotive equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 162,829 | |
Accumulated Depreciation | 122,122 | |
Net book value | $ 40,707 | $ 77,208 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 01, 2023 USD ($) shares | Jan. 03, 2023 shares | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2024 CAD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Rent expense | $ | $ 58,385 | $ 54,586 | $ 161,127 | $ 171,177 | |||||||||||||||||
Director compensation | $ | 18,631 | 14,366 | 53,211 | 43,864 | |||||||||||||||||
Unpaid remuneration and expenses included in accounts payable | $ 276,809 | $ 276,809 | $ 204,728 | $ 219,138 | $ 161,790 | ||||||||||||||||
Due to related party | 145,530 | $ 145,530 | 107,634 | 30,753 | 22,705 | ||||||||||||||||
Management compensation-stock- based compensation | $ | 57,600 | 60,113 | $ 172,800 | 180,339 | |||||||||||||||||
Number of shares issued | 225,000 | 1,790,000 | 1,790,000 | 6,655,000 | |||||||||||||||||
Shares issued to officers | $ | $ 446,400 | $ 240,450 | $ 446,400 | 240,450 | |||||||||||||||||
Prepaid expenses and deposits | $ | 273,600 | 60,111 | |||||||||||||||||||
Shares issued on private placement | $ | 151,684 | $ 101,039 | $ 428,000 | $ 16,560 | $ 380,971 | $ 907,760 | |||||||||||||||
Shares issued on private placement (Shares) | 1,536,582 | 1,536,582 | 4,444,041 | ||||||||||||||||||
Travellers International Inc. [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management fees expense | 120,000 | 89,449 | $ 120,000 | 92,189 | $ 360,000 | $ 267,552 | $ 360,000 | 280,728 | |||||||||||||
Loans converted | 316,400 | $ 233,558 | $ 0 | $ 0 | 688,883 | $ 512,403 | $ 0 | $ 0 | |||||||||||||
Unpaid remuneration and expenses included in accounts payable | $ 688,883 | $ 688,883 | 512,403 | 45,200 | 33,371 | ||||||||||||||||
Shares issued to officers (Shares) | 2,422,163 | 2,422,163 | 193,778 | ||||||||||||||||||
Common shares issued upon conversion | 1,254,792 | 1,254,792 | 0 | 0 | 2,422,163 | 2,422,163 | 0 | 0 | |||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management fees expense | $ 37,500 | $ 27,952 | $ 30,000 | $ 22,986 | $ 112,500 | $ 83,610 | $ 90,000 | $ 70,182 | |||||||||||||
Interest expense | 0 | 0 | 0 | 0 | 0 | $ 0 | 674 | 526 | |||||||||||||
Loans payable to related parties | 0 | 36,000 | $ 0 | 36,000 | $ 0 | $ 29,211 | |||||||||||||||
Number of shares issued | 100,000 | 100,000 | |||||||||||||||||||
Chief Financial Officer [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management compensation-stock- based compensation | $ 12,500 | $ 9,290 | |||||||||||||||||||
Shares issued to officers (Shares) | 100,000 | 100,000 | |||||||||||||||||||
Par value of shares issued to officers | $ / shares | $ 0.0001 | ||||||||||||||||||||
Haute Inc [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Rent expense | 40,046 | 30,014 | 36,244 | 27,728 | $ 108,251 | $ 80,452 | 114,812 | 89,530 | |||||||||||||
Director [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Accrued director compensation | 25,000 | $ 18,631 | $ 18,750 | $ 14,366 | 71,597 | 53,211 | $ 56,250 | $ 43,864 | |||||||||||||
Unpaid remuneration and expenses included in accounts payable | $ 235,793 | 235,793 | $ 174,393 | $ 164,196 | $ 121,226 | ||||||||||||||||
Shares issued to officers (Shares) | 100,000 | ||||||||||||||||||||
Shares issued to officers | $ | $ 21,000 | ||||||||||||||||||||
Director [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares issued on private placement | $ 134,483 | $ 101,039 | |||||||||||||||||||
Shares issued on private placement (Shares) | 310,888 | 310,888 | |||||||||||||||||||
Share price | $ / shares | $ 0.325 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares issued | 3,000,000 | 3,000,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management compensation-stock- based compensation | $ 40,000 | $ 29,728 | $ 50,000 | $ 37,160 | |||||||||||||||||
Shares issued to officers (Shares) | 3,000,000 | 3,000,000 | |||||||||||||||||||
Par value of shares issued to officers | $ / shares | $ 0.0001 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
Aug. 13, 2021 CAD ($) | Aug. 13, 2021 USD ($) | Apr. 08, 2021 CAD ($) | Apr. 08, 2021 USD ($) | Sep. 13, 2017 CAD ($) | Sep. 13, 2017 USD ($) | Jun. 15, 2017 CAD ($) | Jun. 15, 2017 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Mar. 01, 2023 CAD ($) | Mar. 01, 2023 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Aug. 17, 2021 CAD ($) | Aug. 17, 2021 USD ($) | Apr. 08, 2021 USD ($) | Sep. 13, 2017 USD ($) | Jun. 15, 2017 USD ($) | Feb. 02, 2017 CAD ($) | Feb. 02, 2017 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Funds held in trust | $ 1,250,000 | $ 1,250,000 | $ 924,500 | $ 0 | ||||||||||||||||||||||||
Long-term debt | 9,994,265 | 8,869,426 | ||||||||||||||||||||||||||
Accrued interest and default amounts | 58,950 | 58,950 | 43,599 | $ 42,740 | 31,555 | |||||||||||||||||||||||
PACE [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Funds held in trust | 1,250,000 | 1,250,000 | 924,500 | |||||||||||||||||||||||||
Long-term debt | 4,668,274 | $ 4,668,274 | 3,452,655 | |||||||||||||||||||||||||
Credit facility (a) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 697,199 | 695,974 | ||||||||||||||||||||||||||
Line of credit facility, interest rate description | The credit facility bore interest at the PACE base rate of 7.00% plus 1.25% per annum | The credit facility bore interest at the PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 12.50% | 12.50% | ||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 8,764 | $ 6,482 | ||||||||||||||||||||||||||
Credit facility (a) [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Amount of personal guarantee | $ 1,600,000 | $ 1,183,360 | ||||||||||||||||||||||||||
Credit facility (b) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 389,874 | 389,188 | ||||||||||||||||||||||||||
Line of credit facility, interest rate description | bore interest at the PACE base of 7.00% plus 1.25% per annum | bore interest at the PACE base of 7.00% plus 1.25% per annum | ||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 12.50% | 12.50% | ||||||||||||||||||||||||||
Debt face amount | $ 600,000 | $ 443,760 | ||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,901 | $ 3,625 | ||||||||||||||||||||||||||
Credit facility (c) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 2,365,582 | 2,361,424 | ||||||||||||||||||||||||||
Corporate Term Loan [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Line of credit facility, interest rate description | bore interest at PACE base rate of 7.00% plus 1.25% per annum | bore interest at PACE base rate of 7.00% plus 1.25% per annum | ||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 12.50% | 12.50% | ||||||||||||||||||||||||||
Debt face amount | $ 3,724,147 | $ 2,754,379 | ||||||||||||||||||||||||||
Debt instrument, periodic payment | 29,711 | $ 21,974 | ||||||||||||||||||||||||||
Cash collateral for letter of credit | $ 4,000,978 | $ 2,959,123 | ||||||||||||||||||||||||||
Interest expense, debt | 0 | $ 0 | $ 131,211 | $ 100,983 | 139,089 | $ 103,371 | $ 327,535 | $ 255,412 | ||||||||||||||||||||
Accrued interest and default amounts | 529,725 | $ 529,725 | 391,785 | 390,636 | 288,407 | |||||||||||||||||||||||
First mortgage [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 3,835,462 | 3,782,751 | ||||||||||||||||||||||||||
Line of credit facility, interest rate description | is repayable interest only on a monthly basis at an annual rate of the higher of the Royal Bank of Canada's prime rate plus 6.05% per annum | is repayable interest only on a monthly basis at an annual rate of the higher of the Royal Bank of Canada's prime rate plus 6.05% per annum | ||||||||||||||||||||||||||
Line of credit facility, interest rate during period | 13.25% | 13.25% | ||||||||||||||||||||||||||
Debt face amount | 5,200,000 | $ 5,200,000 | 3,845,920 | 5,200,000 | 3,839,160 | $ 2,000,000 | $ 1,479,200 | |||||||||||||||||||||
Fourth tranche amount of long-term debt received | $ 1,900,000 | $ 1,405,240 | ||||||||||||||||||||||||||
Portion of fourth tranche used for portion fund to purchase property | $ 1,853,933 | $ 1,371,169 | ||||||||||||||||||||||||||
Financing fees on mortgage | 403,419 | 403,419 | 298,369 | |||||||||||||||||||||||||
Unamortized finance fees | $ 14,140 | $ 14,140 | $ 10,458 | 76,404 | 56,409 | |||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10% | 10% | 10% | |||||||||||||||||||||||||
Second mortgage [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt face amount | $ 1,500,000 | $ 1,109,400 | ||||||||||||||||||||||||||
Financing fees on mortgage | $ 60,000 | $ 44,376 | ||||||||||||||||||||||||||
Unamortized finance fees | $ 24,986 | $ 24,986 | $ 18,480 | |||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | 12% | ||||||||||||||||||||||||||
Accrued interest and default amounts | 14,301 | 14,301 | 10,577 | $ 42,740 | 31,555 | |||||||||||||||||||||||
Canada Emergency Business Account [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 73,960 | 73,830 | ||||||||||||||||||||||||||
Proceeds from the Canadian Emergency Benefit Account | $ 100,000 | $ 73,960 | ||||||||||||||||||||||||||
Description of terms of government grants | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. | If the loans are not repaid by December 31, 2022, the Company can make payments, interest only, on a monthly basis at an annual rate of 5%, under the extended term date, beginning January 1, 2023, maturing December 31, 2025. | ||||||||||||||||||||||||||
Description terms of partial forgiveness | The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023 (subsequently extended to January 18, 2024). If paid by December 31, 2023, 33.33% ($25,176; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. | The CEBA term loan agreements were amended by extending the interest free repayment date by one year to December 31, 2023 (subsequently extended to January 18, 2024). If paid by December 31, 2023, 33.33% ($25,176; C$33,333), previously 25%, of the loans would be forgiven. Repayment terms on the extended period are unchanged. | ||||||||||||||||||||||||||
Corporate Term Loans [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term debt | 62,068 | $ 89,659 | ||||||||||||||||||||||||||
Purchase price | $ 218,338 | $ 161,483 | ||||||||||||||||||||||||||
Bank term loan | 200,000 | $ 147,920 | ||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,901 | $ 3,625 | ||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4.95% | 4.95% | ||||||||||||||||||||||||||
Interest expense, debt | 1,103 | 823 | 1,716 | 1,312 | $ 3,760 | $ 2,794 | 5,568 | 4,342 | ||||||||||||||||||||
Mortgages payable [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | 185,000 | $ 138,015 | $ 136,682 | $ 104,681 | 522,833 | $ 388,605 | $ 416,692 | $ 324,937 | ||||||||||||||||||||
Letter of Credit [Member] | PACE [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Other commitment | 276,831 | 276,831 | 204,744 | |||||||||||||||||||||||||
Letter of Credit [Member] | Ministry of the Environment, Conservation and Parks [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Other commitment | 276,831 | 276,831 | 204,744 | |||||||||||||||||||||||||
New Letter Of Credit [Member] | PACE [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Other commitment | $ 637,637 | $ 637,637 | $ 471,596 | |||||||||||||||||||||||||
Business Loan General Security Agreement [Member] | Credit facility (a) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Cash collateral for borrowed securities | $ 1,600,000 | $ 1,183,360 |
Long-Term Debt - Schedule of lo
Long-Term Debt - Schedule of long-term debt instruments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 9,994,265 | $ 8,869,426 |
Current portion | (9,994,265) | (8,816,931) |
Long-Term portion | 0 | 52,495 |
PACE Credit Facility (a) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 697,199 | 695,974 |
PACE Credit Facility (b) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 389,874 | 389,188 |
PACE Corporate Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,365,582 | 2,361,424 |
Mortgage Payable-due December 1, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,835,462 | 3,782,751 |
Mortgage Payable-due August 17, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,479,200 | 1,476,600 |
Mortgage Payable-due March 1, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,090,920 | 0 |
Canada Emergency Business Account-Due December 31, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 73,960 | 73,830 |
Corporate Term Loan-Due April 7, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 62,068 | $ 89,659 |
Obligations under Capital Lea_3
Obligations under Capital Lease (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | |
Obligations Under Capital Lease [Line Items] | ||||||||
Finance lease, interest expense | $ 1,053 | $ 785 | $ 1,770 | $ 1,361 | $ 3,725 | $ 2,768 | $ 4,616 | $ 3,599 |
Capital Lease (a) [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Capital lease obligations incurred | 247,450 | 183,014 | ||||||
Debt instrument, periodic payment | $ 5,118 | $ 3,785 | ||||||
Lessee, finance lease, option to terminate | an option to purchase the equipment for a final payment of $18,253 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | an option to purchase the equipment for a final payment of $18,253 (C$24,680) plus applicable harmonized sales taxes on February 27, 2022. | ||||||
Debt instrument interest rate | 6.15% | 6.15% | 6.15% | 6.15% | ||||
Capital Lease (a) [Member] | First two monthly instalments [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Debt instrument, periodic payment | $ 10,000 | $ 7,396 | ||||||
Capital Lease (b) [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Capital lease obligations incurred | 389,650 | 288,185 | ||||||
Debt instrument, periodic payment | $ 6,852 | $ 5,068 | ||||||
Lessee, finance lease, option to terminate | an option to purchase the equipment for a final payment of a nominal amount of $74 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | an option to purchase the equipment for a final payment of a nominal amount of $74 (C$100) plus applicable harmonized sales taxes on February 27, 2025. | ||||||
Debt instrument interest rate | 3.59% | 3.59% | 3.59% | 3.59% | ||||
Capital Lease (b) [Member] | First two monthly instalments [Member] | ||||||||
Obligations Under Capital Lease [Line Items] | ||||||||
Debt instrument, periodic payment | $ 19,450 | $ 14,385 |
Obligations under Capital Lea_4
Obligations under Capital Lease - Schedule of obligations under capital lease (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | $ 83,950 | $ 121,758 |
Less: current portion | (83,950) | (57,275) |
Long-term portion | 0 | $ 64,483 |
Capital Lease (a) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 0 | |
Long-term portion | 0 | |
Capital Lease (b) [Member] | ||
Obligations Under Capital Lease [Line Items] | ||
Obligations under Capital Lease | 83,950 | |
Less: current portion | (83,950) | |
Long-term portion | $ 0 |
Obligations under Capital Lea_5
Obligations under Capital Lease - Schedule of future minimum lease payments for capital leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Obligations Under Capital Lease [Abstract] | ||
In the three-month period ending December 31, 2023 | $ 20,272 | |
In the year ending December 31, 2024 | 60,817 | |
In the year ending December 31, 2025 | 5,142 | |
Minimum Payments Due | 86,231 | |
Less: imputed interest | (2,281) | |
Total | $ 83,950 | $ 121,758 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 08, 2023 USD ($) $ / shares | Nov. 10, 2022 USD ($) $ / shares shares | May 11, 2022 $ / shares | Mar. 11, 2022 USD ($) | Mar. 07, 2022 USD ($) Day | Jun. 29, 2023 USD ($) | Dec. 29, 2022 USD ($) shares | Dec. 22, 2022 USD ($) shares | Sep. 21, 2022 USD ($) $ / shares shares | Sep. 15, 2022 USD ($) | Jun. 29, 2022 USD ($) shares | Jun. 23, 2022 USD ($) shares | Oct. 29, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 6,872,575 | $ 5,825,260 | |||||||||||||||||
Convertible promissory notes, accrued interest | $ 662,415 | $ 0 | |||||||||||||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Convertible promissory notes | $ 9,756,700 | $ 9,756,700 | $ 7,796,433 | ||||||||||||||||
Loss on conversion of notes | 0 | $ 659,526 | |||||||||||||||||
Additional gain (loss) attributed to change in fair value of convertible promissory notes | (117,710) | $ (1,447,619) | (2,296,845) | (6,572,564) | |||||||||||||||
Gain on extinguishment of note | 0 | 0 | 0 | 4,274,820 | |||||||||||||||
Shares issued on issuance of debt on extinguishment of existing debt (in Shares) | shares | 4,125,211 | ||||||||||||||||||
Shares issued on issuance of debt on extinguishment of existing debt | $ 1,591,245 | $ 1,652,715 | |||||||||||||||||
Debt issuance costs | $ 0 | $ 0 | $ 0 | $ 101,000 | |||||||||||||||
Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price | $ / shares | $ 0.1294 | $ 0.1294 | $ 0.1885 | ||||||||||||||||
Share price | $ / shares | 0.2047 | 0.2047 | 0.154 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price | $ / shares | 0.34 | 0.34 | 0.2339 | ||||||||||||||||
Share price | $ / shares | $ 0.325 | $ 0.325 | $ 0.45 | ||||||||||||||||
Convertible promissory note-October 28 and 29, 2021 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible promissory notes | $ 2,251,696 | $ 2,251,696 | $ 2,599,925 | ||||||||||||||||
Convertible promissory notes October 29, 2021 investor note and the March 2022 Investor Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Convertible promissory notes, accrued interest | $ 424,946 | ||||||||||||||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||||
Increase in principal balance of notes | $ 528,000 | ||||||||||||||||||
Percentage increase in principal amount | 20% | ||||||||||||||||||
Convertible promissory notes dated October 29 2021 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, face amount | $ 1,300,000 | ||||||||||||||||||
Convertible promissory note-March 3 and 7, 2022 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 24% | ||||||||||||||||||
Percentage of Original Issue Discount | 25% | ||||||||||||||||||
Aggregate principal amount | $ 2,000,000 | $ 2,400,000 | |||||||||||||||||
Amount of original issue discount | $ 500,000 | ||||||||||||||||||
Convertible promissory notes, accrued interest | 662,415 | 0 | |||||||||||||||||
Common shares issued upon conversion | shares | 100,000 | ||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 70% | ||||||||||||||||||
Debt instrument, convertible, threshold trading days | Day | 5 | ||||||||||||||||||
Convertible notes, increase in outstanding balance due to default, percentage | 120% | 10% | |||||||||||||||||
Convertible notes, increase in outstanding balance due to default, amount | $ 2,640,000 | ||||||||||||||||||
Maximum debt conversion amount | 50,000 | ||||||||||||||||||
Debt instrument, face amount | $ 2,640,000 | $ 2,400,000 | |||||||||||||||||
Proceeds received, net of OID and professional fees | $ 1,425,000 | $ 1,425,000 | |||||||||||||||||
Convertible promissory notes | 5,948,014 | 5,948,014 | 3,696,044 | ||||||||||||||||
Convertible notes, interest rate after default | 24% | ||||||||||||||||||
Discount rate of conversion price | 35% | ||||||||||||||||||
Previous discount rate of conversion price | 30% | ||||||||||||||||||
Share price | $ / shares | $ 1.7 | ||||||||||||||||||
Percentage increase in principal amount | 20% | ||||||||||||||||||
Increase in principal amount of debt instrument | $ 3,168,000 | ||||||||||||||||||
Convertible promissory note- June 23, 2022 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10% | ||||||||||||||||||
Percentage of Original Issue Discount | 10% | ||||||||||||||||||
Aggregate principal amount | $ 1,320,000 | $ 1,200,000 | |||||||||||||||||
Common shares issued upon conversion | shares | 450,000 | 1,333,333 | |||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 90% | ||||||||||||||||||
Debt instrument, face amount | $ 1,320,000 | ||||||||||||||||||
Increase in principal balance of notes | 100,000 | ||||||||||||||||||
Convertible promissory notes | $ 1,556,990 | $ 1,556,990 | $ 1,500,464 | ||||||||||||||||
Modification fee shares issued | shares | 666,667 | ||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 8,000,000 | ||||||||||||||||||
Convertible notes, interest rate after default | 15% | ||||||||||||||||||
Convertible promissory note disbursement expenses | $ 204,000 | ||||||||||||||||||
Increase in principal amount of debt instrument | $ 1,420,000 | ||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory note-October 28 and 29, 2021 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of Original Issue Discount | 15% | ||||||||||||||||||
Percentage of prepayment premium | 120% | ||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 70% | ||||||||||||||||||
Debt instrument, face amount | $ 1,765,118 | ||||||||||||||||||
Unissued common stock stock reserved for issuance upon full conversion of convertible promissory note | shares | 1,905,000 | ||||||||||||||||||
Convertible notes, interest rate after default | 24% | ||||||||||||||||||
Percentage of conversion price reset to lowest volume weighted average price | 85% | ||||||||||||||||||
Discount rate of conversion price | 35% | ||||||||||||||||||
Previous discount rate of conversion price | 30% | ||||||||||||||||||
Share price | $ / shares | $ 1.7 | ||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes dated October 28, 2021 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 294,118 | ||||||||||||||||||
Common shares issued upon conversion | shares | 500,000 | ||||||||||||||||||
Discount rate of conversion price | 35% | ||||||||||||||||||
Previous discount rate of conversion price | 30% | ||||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes dated October 29 2021 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common shares issued upon conversion | shares | 372,090 | 372,090 | 0 | 1,650,709 | |||||||||||||||
Convertible notes, increase in outstanding balance due to default, percentage | 10% | ||||||||||||||||||
Convertible notes, increase in outstanding balance due to default, amount | $ 1,618,100 | ||||||||||||||||||
Maximum debt conversion amount | 100,000 | ||||||||||||||||||
Fair value of converted debt | $ 97,129 | $ 97,129 | |||||||||||||||||
Converted amount | $ 50,000 | $ 25,000 | $ 0 | $ 243,100 | |||||||||||||||
Debt instrument, face amount | $ 1,471,000 | ||||||||||||||||||
Convertible debt, fair value on conversion | $ 0 | $ 374,000 | |||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes dated October 29 2021 [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price | $ / shares | $ 0.1885 | $ 0.1885 | |||||||||||||||||
Increase in conversion price | $ / shares | $ 0 | $ 0.1294 | |||||||||||||||||
Securities purchase agreements [Member] | Convertible promissory notes dated October 29 2021 [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion price | $ / shares | $ 0.2339 | $ 0.2339 | |||||||||||||||||
Increase in conversion price | $ / shares | $ 0 | $ 0.34 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of convertible promissory notes (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 9,756,700 | $ 7,796,433 |
Convertible promissory note-October 28 and 29, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 2,251,696 | 2,599,925 |
Convertible promissory note-March 3 and 7, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 5,948,014 | 3,696,044 |
Convertible promissory note- June 23, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | $ 1,556,990 | $ 1,500,464 |
Fair Value Measurement - (Narra
Fair Value Measurement - (Narrative) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes maturity terms | which were assumed to be 100%. The probability of default was determined in reference to a 1-year PD rate for a 'CCC+' rating at issuance, and a combination of 'CC' and 'CCC-' credit ratings at September 30, 2023 and December 31, 2022. | |
Probability of default [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 75% | 75% |
Probability of default [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 0% | |
Probability of default [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 40% | |
Expected volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 138.40% | 92% |
Expected volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 161.40% | 159% |
Credit spread [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 23.92% | |
Premium percentage added to credit spread | 10% | |
Credit spread [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 24.40% | |
Credit spread [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible promissory notes, Measurement input | 25.60% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible promissory notes | $ 9,756,700 | $ 7,796,433 |
Financial assets and liabilities measured at fair value | 9,756,700 | $ 7,796,433 |
Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible promissory notes | 9,756,700 | |
Financial assets and liabilities measured at fair value | $ 9,756,700 |
Fair Value Measurement - Sched
Fair Value Measurement - Schedule of Summarizes change in Level 3 financial instruments (Details) - Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | $ 7,796,433 | $ 3,798,516 |
Fair value at issuance | 0 | 2,159,526 |
Amendments | 2,180,923 | 0 |
Conversions/repayments | (336,578) | (136,880) |
Mark to market | 115,922 | 7,663,844 |
Settlement | 0 | (5,688,573) |
Fair value, Ending Balance | $ 9,756,700 | $ 7,796,433 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Interest rate on loan payable to related parties | 5% | ||||
Interest incurred on the director loan | $ 538 | $ 548 | $ 1,684 | $ 679 | |
Accrued interest in accrued liabilities | $ 2,839 | $ 2,839 | $ 1,088 | ||
Travellers International Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued to officers (Shares) | 2,422,163 | 193,778 |
Loans Payable to Related Part_4
Loans Payable to Related Parties - Schedule of loan payable to related party (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Loans payable to related parties | $ 59,941 | $ 40,000 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Loans payable to related parties | 47,500 | 40,000 |
Officers [Member] | ||
Related Party Transaction [Line Items] | ||
Loans payable to related parties | $ 12,441 | $ 0 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 01, 2023 USD ($) shares | Jan. 27, 2023 shares | Jan. 03, 2023 CAD ($) shares | Jan. 03, 2023 USD ($) shares | Feb. 07, 2022 shares | Jan. 02, 2022 shares | Mar. 22, 2022 shares | Jan. 17, 2022 shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 08, 2022 shares | |
Capital Stock [Line Items] | ||||||||||||||||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common Stock, Shares, Issued | 124,783,286 | 124,783,286 | 113,438,832 | 113,438,832 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 124,783,286 | 124,783,286 | 113,438,832 | 113,438,832 | ||||||||||||||||||
Stock issued during period, shares, conversion of unsecured convertible promissory notes | 1,650,709 | 1,650,709 | 2,372,090 | |||||||||||||||||||
Stock issued during period, value, conversion of unsecured convertible promissory notes | $ | $ 374,000 | $ 579,247 | ||||||||||||||||||||
Loss on conversion of convertible promissory notes | $ | 74,359 | $ 0 | ||||||||||||||||||||
Shares issued on conversion of related party debt and accounts payable | $ | $ 233,558 | $ 278,845 | ||||||||||||||||||||
Shares issued on private placement | $ | 151,684 | 101,039 | $ 428,000 | $ 16,560 | $ 380,971 | 907,760 | ||||||||||||||||
Share issue costs | $ | $ 1,440 | |||||||||||||||||||||
Shares issued on private placement (Shares) | 1,536,582 | 1,536,582 | 4,444,041 | |||||||||||||||||||
Shares issued for professional services (Shares) | 225,000 | 225,000 | 1,790,000 | 1,790,000 | 6,655,000 | |||||||||||||||||
Shares issued for professional services | $ 45,000 | $ 34,124 | 194,250 | $ 139,165 | $ 63,480 | $ 1,781,450 | 223,910 | $ 396,895 | $ 2,186,110 | |||||||||||||
Management compensation-stock-based compensation included in prepaid expenses and deposits | $ | 0 | $ 374,531 | ||||||||||||||||||||
Stock-based compensation | $ | 396,895 | 2,092,230 | ||||||||||||||||||||
Shares issued to officers | $ | $ 446,400 | $ 240,450 | 446,400 | 240,450 | ||||||||||||||||||
Management compensation-stock-based compensation | $ | $ 57,600 | $ 60,113 | 172,800 | 180,339 | ||||||||||||||||||
Shares issued on issuance of debt on extinguishment of existing debt (in Shares) | 4,125,211 | |||||||||||||||||||||
Shares issued on issuance of debt on extinguishment of existing debt | $ | $ 1,591,245 | $ 1,652,715 | ||||||||||||||||||||
Number of common shares that were returned to treasury | 241,502 | |||||||||||||||||||||
Stock issued during period, conversion of units (Shares) | 230,000 | 230,000 | ||||||||||||||||||||
Loss on conversion of convertible promissory note | $ | $ 74,359 | $ 0 | ||||||||||||||||||||
Shares issued on extension of the maturity dates on convertible promissory notes (in Shares) | 1,616,667 | |||||||||||||||||||||
Shares issued on extension of the maturity dates on convertible promissory notes | $ | $ 231,067 | |||||||||||||||||||||
Accounts payable related party | $ 276,809 | $ 204,728 | $ 219,138 | $ 161,790 | ||||||||||||||||||
Consulting agreements [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued for professional services (Shares) | 500,000 | 750,000 | 750,000 | |||||||||||||||||||
Shares issued for professional services | $ | $ 60,100 | 213,600 | ||||||||||||||||||||
Shares issued to officers | $ | $ 446,400 | $ 240,450 | ||||||||||||||||||||
Shares issued for proceeds previously received (Shares) | 500,000 | 500,000 | 230,000 | |||||||||||||||||||
Consulting agreements [Member] | Private Placement [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued for professional services (Shares) | 250,000 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Conversion price | $ / shares | $ 0.1294 | $ 0.1885 | ||||||||||||||||||||
Share price | $ / shares | 0.2047 | 0.154 | ||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Conversion price | $ / shares | 0.34 | 0.2339 | ||||||||||||||||||||
Share price | $ / shares | $ 0.325 | $ 0.45 | ||||||||||||||||||||
Travellers International Inc. [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Common shares issued upon conversion of loans payable to related party | 1,254,792 | 0 | 2,422,163 | 2,422,163 | 0 | |||||||||||||||||
Shares issued to officers (Shares) | 2,422,163 | 2,422,163 | 193,778 | |||||||||||||||||||
Accounts payable related party | $ 688,883 | $ 512,403 | 45,200 | $ 33,371 | ||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued for professional services (Shares) | 3,000,000 | 3,000,000 | ||||||||||||||||||||
Chief Executive Officer [Member] | Consulting agreements [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued to officers (Shares) | 3,000,000 | 3,000,000 | 1,000,000 | |||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued for professional services (Shares) | 100,000 | 100,000 | ||||||||||||||||||||
Chief Financial Officer [Member] | Consulting agreements [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued to officers (Shares) | 100,000 | 100,000 | 50,000 | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued to employees | 20,000 | 20,000 | 10,000 | |||||||||||||||||||
Value of shares issued to employees | $ | $ 2,880 | $ 1,990 | ||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued to officers (Shares) | 100,000 | |||||||||||||||||||||
Shares issued to officers | $ | $ 21,000 | |||||||||||||||||||||
Accounts payable related party | $ 235,793 | $ 174,393 | $ 164,196 | $ 121,226 | ||||||||||||||||||
Director [Member] | Private Placement [Member] | ||||||||||||||||||||||
Capital Stock [Line Items] | ||||||||||||||||||||||
Shares issued on private placement | $ 134,483 | $ 101,039 | ||||||||||||||||||||
Shares issued on private placement (Shares) | 310,888 | 310,888 | ||||||||||||||||||||
Share price | $ / shares | $ 0.325 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jan. 27, 2023 shares | Jan. 03, 2023 CAD ($) shares | Jan. 03, 2023 USD ($) shares | Nov. 05, 2021 CAD ($) | Nov. 05, 2021 USD ($) | Sep. 15, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) shares | Feb. 03, 2021 USD ($) | |
Other Commitments [Line Items] | ||||||||||||||||||
Shares issued for professional services (Shares) | shares | 225,000 | 225,000 | 1,790,000 | 1,790,000 | 6,655,000 | 6,655,000 | ||||||||||||
Value of shares issued for services | $ 45,000 | $ 34,124 | $ 194,250 | $ 139,165 | $ 63,480 | $ 1,781,450 | $ 223,910 | $ 396,895 | $ 2,186,110 | |||||||||
Fees to acquired exclusive rights - sixty days subsequent to shares listed on Nasdaq | 125,000 | |||||||||||||||||
Fees to acquired exclusive rights - one-year anniversary of first payment | 125,000 | |||||||||||||||||
Fees to acquired exclusive rights - one-year anniversary of second payment | 125,000 | |||||||||||||||||
Warrants issue shares | shares | shares | 250,000 | 250,000 | ||||||||||||||||
Consulting fee | $ 103,930 | $ 190,653 | $ 286,723 | $ 812,738 | ||||||||||||||
Consulting agreements [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Shares issued for professional services (Shares) | shares | 500,000 | 750,000 | 750,000 | |||||||||||||||
Value of shares issued for services | $ 60,100 | 213,600 | ||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Shares issued for professional services (Shares) | shares | 3,000,000 | 3,000,000 | ||||||||||||||||
Chief Executive Officer [Member] | Consulting agreements [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Commitments, monthly amount | $ 40,000 | $ 29,584 | ||||||||||||||||
Commitments, monthly amount next 12 months | $ 50,000 | $ 36,980 | ||||||||||||||||
Consultant [Member] | New investor relations consulting agreement [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Shares issued for professional services (Shares) | shares | 500,000 | 500,000 | ||||||||||||||||
Consulting Agency [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Consulting fee percentage | 10% | |||||||||||||||||
Consulting fee | $ 1,000,000 | |||||||||||||||||
Consulting Agency [Member] | Equity Financing By December 31, 2023 [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Debt face amount | $ 15,000,000 | |||||||||||||||||
Chief Financial Officer [Member] | Consulting agreements [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Commitments, monthly amount | $ 12,500 | $ 9,245 | ||||||||||||||||
Haute Inc [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Commitments, monthly amount | $ 9,125,809 | $ 6,749,448 | 9,000 | 6,656 | ||||||||||||||
Consulting For Nasdaq Listing [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Other commitment | $ 300,000 | |||||||||||||||||
Land Lease [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Commitments, monthly amount | 3,000 | 2,219 | ||||||||||||||||
Commitments, annual amount | 10,000 | 7,396 | ||||||||||||||||
Letter of Credit [Member] | Ministry of the Environment, Conservation and Parks [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Other commitment | 276,831 | $ 204,744 | ||||||||||||||||
Disposal Costs | 936,721 | $ 692,799 | $ 904,287 | $ 676,635 | ||||||||||||||
Letter of Credit | $ 637,637 | $ 471,596 | ||||||||||||||||
Marketing Program [Member] | Consulting Agency [Member] | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Shares issued for professional services (Shares) | shares | 750,000 | |||||||||||||||||
Value of shares issued for services | $ 194,250 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 0.259 |
Commitments - Schedule of commi
Commitments - Schedule of commitments (Details) | Sep. 30, 2023 USD ($) |
Chief Executive Officer and Chief Financial Officer [Member] | |
Other Commitments [Line Items] | |
For the three-month period ending December 31, 2023 | $ 116,487 |
For the year ending December 31, 2024 | 443,760 |
Contractual Obligation | 560,247 |
Land Lease [Member] | |
Other Commitments [Line Items] | |
For the three-month period ending December 31, 2023 | 0 |
For the year ending December 31, 2024 | 7,396 |
For the year ending December 31, 2025 | 7,396 |
Contractual Obligation | $ 14,792 |
Other Expenses - Schedule of ot
Other Expenses - Schedule of other expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Loss on conversion of convertible promissory note | $ (74,359) | $ 0 | ||
Loss on revaluation of convertible promissory notes | (2,296,845) | (7,232,090) | ||
Gain on extinguishment of convertible promissory notes | $ 0 | $ 0 | 0 | 4,274,820 |
Settlement payment | 0 | (250,000) | ||
Other expenses | $ (2,371,204) | $ (3,207,270) |
Economic Dependence (Narrative)
Economic Dependence (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Four Customers [Member] | Revenue [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 95% | 93% | 93% | 85% |
Legal Proceedings (Narrative) (
Legal Proceedings (Narrative) (Details) - Sep. 30, 2023 | CAD ($) | USD ($) |
Legal Proceeding [Line Items] | ||
Unpaid legal fees | $ 65,241 | $ 48,252 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | Nov. 02, 2023 CAD ($) a | Nov. 03, 2023 CAD ($) | Nov. 03, 2023 USD ($) | Nov. 02, 2023 USD ($) a | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Subsequent Event [Line Items] | |||||||
Long-term debt | $ | $ 9,994,265 | $ 8,869,426 | |||||
Funds held in escrow | $ 1,250,000 | $ 924,500 | $ 0 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Land | $ 3,100,000 | $ 2,292,760 | |||||
Long-term debt | $ 2,000,000 | $ 1,479,200 | |||||
Interest rate | 7% | ||||||
Debt instrument, maturity description | maturing in two years and the balance in cash financed by a second mortgage on the additional land bearing interest at 13% annually, maturing in one year | ||||||
Subsequent Event [Member] | Canada [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Area of land for sale | a | 2.03 | 2.03 | |||||
Subsequent Event [Member] | PACE [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Funds held in escrow | $ 1,250,000 | $ 924,500 | |||||
Subsequent Event [Member] | Prepaid Expenses and Deposits [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Final deposit amount | $ 310,000 | $ 229,276 |