Convertible debt | 20. Convertible debt The continuity of convertible debt for the year ended August 31, 2022, is as follows: Schedule of detailed information about continuity of convertible debt 2019 2020 Amended EB Loan EB CD Total $ $ $ Balance, August 31, 2020 2,121,869 8,671,590 - - 10,793,459 Issuances - 4,282,477 - - 4,282,477 Exchange of EB Loan for Amended EB Loan - - 5,043,103 - 5,043,103 Exchange of Amended EB Loan for EB CD - - (4,931,813 ) 7,394,022 2,462,209 Principal and interest at maturity Conversion - common shares issued (1,500,214 ) (12,204,391 ) - - (13,704,605 ) Conversion - warrants issued (1,103,661 ) (4,256,114 ) - - (5,359,775 ) Interest expense 54,126 398,183 138,710 250,000 841,019 Accrued interest on conversion / interest payments (101,247 ) (256,300 ) (250,000 ) - (607,547 ) Effect of foreign exchange 134,562 - - - 134,562 Change in fair value 1,308,993 5,461,682 - (704,081 ) 6,066,594 Balance, August 31, 2021 914,428 2,097,127 - 6,939,941 9,951,496 2019 2020 Amended EB Loan EB CD Total $ $ $ Balance, August 31, 2021 914,428 2,097,127 - 6,939,941 9,951,496 Total convertible debt obligation beginning balance 914,428 2,097,127 - 6,939,941 9,951,496 Interest expense 23,983 200,000 - 500,000 723,983 Accrued interest on conversion / interest payments - - - (500,000 ) (500,000 ) Principal and interest at maturity (509,716 ) - - - (509,716 ) Effect of foreign exchange (27,040 ) - - - (27,040 ) Change in fair value (401,655 ) (29,760 ) - (1,956,705 ) (2,388,120 ) Balance, August 31, 2022 - 2,267,367 - 4,983,236 7,250,603 Total convertible debt obligation ending balance - 2,267,367 - 4,983,236 7,250,603 2020 Total $ $ As of August 31, 2022: Less than one year 2,267,367 2,267,367 Greater than one year - 4,983,236 Total convertible debt obligation 2,267,367 7,250,603 Engine Gaming and Media, Inc. Notes to the Consolidated Financial Statements August 31, 2022 and 2021 As of August 31,2022, the 2019 series notes have matured. (a) Conversions during the years ended August 31, 2021 2019 Series During the year ended August 31, 2021, 2019 Series convertible debentures with a principal amount of CAD$ 1,315,000 175,331 175,331 175,331 Share price of CAD$ 11.65 14.15 1.36 1.90 7.50 6% 98.5% 179% 0.21% 0.27% 0.7651 0.8286 0% 2,603,875 This value was split between common shares and liability measured warrants as $ 1,500,214 1,103,661 2020 Series During the year ended August 31, 2021, 2020 Series convertible debentures with a principal amount of $ 11,651,393 1,553,518 1,553,518 1,134,305 Share price of $ 7.79 9.92 1.44 1.77 7.50 15.00 10% 95% 98.5% 0.09% 0.13% 0% 16,460,505 This value was split between common shares and equity measured warrants as $ 12,204,391 4,256,114 (b) Issuances during the year ended August 31, 2021 During the year ended August 31, 2021, 2020 Series convertible debentures with a principal amount of $ 2,901,393 2,901,393 2,000,000 224,719 2,000,000 2,000,000 1,381,084 618,916 224,719 4,282,477 On December 1, 2020, the EB Loan was amended. The amendment extended the maturity date by one year 1,000,000 5,000,000 1,000,000 11.25 5,000,000 10.25 15.00 three years The fair value of the Amended EB Loan on December 1, 2020, was $ 5,043,103 5,000,000 76,412 5,076,412 33,309 7,394,022 4,931,813 2,462,209 2,428,900 Engine Gaming and Media, Inc. Notes to the Consolidated Financial Statements August 31, 2022 and 2021 (c) 2020 Series The 2020 Series debentures will mature twenty-four (24) months 5% 5% 10% The 2020 Series debenture holders may convert all or a portion of the principal amount of the debentures into units (“Units”) of the Company at a price (the “Conversion Price”) equal to the lesser of (a) $ 11.25 15% 7.50 Notwithstanding the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the United States of the common shares (“Common Shares”) of the Company and the exercise of warrants (the “Warrants”) of the Company to be issued pursuant to the conversion of the 2020 Series debentures, holders of 2020 Series debentures may convert such debentures into Units at $ 7.50 7.50 10% Each Unit is comprised of one common share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company at an exercise price of $ 15.00 30.00 In the event that the Company’s common shares are listed for trading on the NASDAQ Capital Market and the Company completes a Public Offering for an aggregate amount of at least US$ 30,000,000 (d) 2020 Series - One Up These convertible debentures (the “2020 Series One Up” debentures) have identical terms as the 2020 Series debentures except that the minimum conversion price of $ 7.50 9.50 3,078,550 (e) 2020 Series – Standby In September 2020, the Company entered into an $ 8,000,000 7.50 8.90 In November 2020, the Company issued 224,719 2,000,000 15.00 two years The remaining $ 6,000,000 Engine Gaming and Media, Inc. Notes to the Consolidated Financial Statements August 31, 2022 and 2021 As of August 31, 2022, the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions: Disclosure of detailed information about fair value of convertible debentures 2020 Series August 31 2022 August 31, 2021 Share price 0.72 6.66 Conversion price 8.90 8.90 Term, in years 0.22 1.26 Interest rate 10 % 10 % Expected volatility 90.00 % 90.00 % Risk-free interest rate 2.85 % 0.10 % Expected dividend yield 0 % 0 % (f) EB CD On February 24, 2021, the Company extinguished the Amended EB Loan and issued the Lender a convertible debenture in the principal amount of $ 5 10.25 15.00 As of August 31, 2022, the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions: Disclosure of detailed information about fair value of convertible debentures EB CD August 31 2022 August 31, 2021 Share price 0.72 6.66 Conversion price 10.25 10.25 Warrant exercise price 15.00 15.00 Term, in years 1.48 1.26 Interest rate 10 % 10 % Expected volatility 90.00 % 90.00 % Risk-free interest rate 3.45 % 0.30 % Expected dividend yield 0 % 0 % Engine Gaming and Media, Inc. Notes to the Consolidated Financial Statements August 31, 2022 and 2021 (g) Fair value The following table gives information about how the fair values of these financial liabilities are determined (in particular, the valuation technique and key inputs used) and sensitivity of unobservable inputs. Disclosure of key inputs of convertible debt Financial assets / financial liabilities Valuation technique Key Inputs Relationship and sensitivity of unobservable inputs to fair value to fair value Convertible debt The fair value of the convertible debentures as of August 31, 2022 has been calculated using a binomial lattice methodology. Key observable inputs The estimated fair value would increase (decrease) if: Share price CAD $ .94 .72 The share price was higher (lower) Risk-free interest rate ( 2.85% 3.45% The risk-free interest rate was higher (lower) Dividend yield ( 0% The dividend yield was lower (higher) Key unobservable inputs Credit spread ( 10.13% 13.56% The credit spread was lower (higher) Discount for lack of marketability ( 0% The discount for lack of marketability was lower (higher) Convertible debt The fair value of the convertible debentures as of August 31, 2021 has been calculated using a binomial lattice methodology. Key observable inputs The estimated fair value would increase (decrease) if: Share price CAD$ 8.42 6.66 The share price was higher (lower) Risk-free interest rate ( 0.10% 0.30% The risk-free interest rate was higher (lower) Dividend yield ( 0% The dividend yield was lower (higher) Key unobservable inputs Credit spread ( 1.14% 8.45% The credit spread was lower (higher) Discount for lack of marketability ( 0% The discount for lack of marketability was lower (higher) Engine Gaming and Media, Inc. Notes to the Consolidated Financial Statements August 31, 2022 and 2021 | 19. Convertible debt The continuity of convertible debt for the year ended August 31, 2021, is as follows: Schedule of detailed information about continuity of convertible debt 2019 2020 Amended EB Loan EB CD Total $ $ $ Balance, August 31, 2019 12,532,723 - - - 12,532,723 Issuances - 8,828,550 8,828,550 Exchange of EB Loan for Amended EB Loan Exchange of Amended EB Loan for EB CD Conversion - common shares issued (5,152,023 ) - - - (5,152,023 ) Conversion - warrants issued (5,037,535 ) - - - (5,037,535 ) Interest expense 358,123 - - - 358,123 Accrued interest on conversion (317,508 ) 11,917 - - (305,591 ) Effect of foreign exchange (200,661 ) - - - (200,661 ) Change in fair value (61,250 ) (168,877 ) - - (230,127 ) Balance, August 31, 2020 2,121,869 8,671,590 - - 10,793,459 2019 2020 Amended EB Loan EB CD Total $ $ $ Balance, August 31, 2020 2,121,869 8,671,590 - - 10,793,459 Total convertible debt obligation beginning balance 2,121,869 8,671,590 - - 10,793,459 Issuances - 4,282,477 - - 4,282,477 Exchange of EB Loan for Amended EB Loan - - 5,043,103 - 5,043,103 Exchange of Amended EB Loan for EB CD - - (4,931,813 ) 7,394,022 2,462,209 Conversion - common shares issued (1,500,214 ) (12,204,391 ) - - (13,704,605 ) Conversion - warrants issued (1,103,661 ) (4,256,114 ) - - (5,359,775 ) Interest expense 54,126 398,183 138,710 250,000 841,019 Accrued interest on conversion / interest payments (101,247 ) (256,300 ) (250,000 ) - (607,547 ) Effect of foreign exchange 134,562 - - - 134,562 Change in fair value 1,308,993 5,461,682 - (704,081 ) 6,066,594 Balance, August 31, 2021 914,428 2,097,127 - 6,939,941 9,951,496 Total convertible debt obligation ending balance 914,428 2,097,127 - 6,939,941 9,951,496 Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Notes to the Consolidated Financial Statements August 31, 2021 and 2020 (Expressed in United States Dollars) 2019 2020 Amended EB Loan EB CD Total $ $ $ $ $ As of August 31, 2021: Less than one year 914,428 - - - 914,428 Greater than one year - 2,097,127 - 6,939,941 9,037,068 Total convertible debt obligation 914,428 2,097,127 - 6,939,941 9,951,496 Total convertible debt obligation ending balance 914,428 2,097,127 - 6,939,941 9,951,496 (a) Conversions during the years ended August 31, 2021, and 2020 2019 Series During the year ended August 31, 2021, 2019 Series convertible debentures with a principal amount of CAD$ 1,315,000 13,047,122 175,331 1,739,615 175,331 175,331 1,739,615 1,739,615 Share price of CAD$ 11.65 14.15 7.05 18,00 1.36 1.90 1.85 2.52 7.50 7.50 6% 6% 98.5% 179% 168.65% 181.93% 0.21% 0.27% 0.26% 0.96% 0.7651 0.8286 0.6899 0.7651 0% 2,603,875 10,189,558 This value was split between common shares and liability measured warrants as $ 1,500,214 5,152,023 1,103,661 5,037,535 2020 Series During the year ended August 31, 2021, 2020 Series convertible debentures with a principal amount of $ 11,651,393 nil 1,553,518 1,553,518 1,134,305 Share price of $ 7.79 9.92 1.44 1.77 7.50 15.00 10% 95% 98.5% 0.09% 0.13% 0% 16,460,505 This value was split between common shares and equity measured warrants as $ 12,204,391 4,256,114 (b) Issuances during the year ended August 31, 2021 During the year ended August 31, 2021, 2020 Series convertible debentures with a principal amount of $ 2,901,393 2,901,393 2,000,000 224,719 2,000,000 (Note 19(f)). 2,000,000 1,381,084 618,916 224,719 (Note 19(f) 4,282,477 Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Notes to the Consolidated Financial Statements August 31, 2021 and 2020 (Expressed in United States Dollars) On December 1, 2020, the EB Loan was amended (Note 18(c)) The amendment extended the maturity date by one year 1,000,000 5,000,000 1,000,000 11.25 5,000,000 10.25 15.00 three years The fair value of the Amended EB Loan on December 1, 2020, was $ 5,043,103 5,000,000 76,412 5,076,412 33,309 7,394,022 4,931,813 2,462,209 2,428,900 (c) 2019 Series As of August 31, 2021, the fair value of the 2019 Series convertible debentures was estimated using the binomial lattice model with the below assumptions: Disclosure of detailed information about fair value of convertible debentures 2019 Series August 31, 2021 August 31, Share price 8.42 11.65 Conversion price 7.50 7.50 Warrant exercise price 7.50 7.50 Term, in years .85 .94 1.85 1.94 Interest rate 6 % 6 % Expected volatility 90.00 % 179.00 % Risk-free interest rate 0.25% 0.26 % 0.25 % Exchange rate 0.7947 0.7651 Expected dividend yield 0 % 0 % (d) 2020 Series The 2020 Series debentures will mature twenty-four (24) months 5% 5% 10% Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Notes to the Consolidated Financial Statements August 31, 2021 and 2020 (Expressed in United States Dollars) The 2020 Series debenture holders may convert all or a portion of the principal amount of the debentures into units (“Units”) of the Company at a price (the “Conversion Price”) equal to the lesser of (a) $ 11.25 15% 7.50 Notwithstanding the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the United States of the common shares (“Common Shares”) of the Company and the exercise of warrants (the “Warrants”) of the Company to be issued pursuant to the conversion of the 2020 Series debentures, holders of 2020 Series debentures may convert such debentures into Units at $ 7.50 7.50 10% Each Unit is comprised of one common share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company at an exercise price of $ 15.00 30.00 In the event that the Company’s common shares are listed for trading on the NASDAQ Capital Market and the Company completes a Public Offering for an aggregate amount of at least US$ 30,000,000 (e) 2020 Series - One Up These convertible debentures (the “2020 Series One Up” debentures) have identical terms as the 2020 Series debentures except that the minimum conversion price of $ 7.50 9.50 3,078,550 (f) 2020 Series – Standby In September 2020, the Company entered into an $ 8,000,000 7.50 8.90 In November 2020, the Company issued 224,719 2,000,000 15.00 two years The remaining $ 6,000,000 Engine Gaming and Media, Inc. (formerly Engine Media Holdings, Inc.) Notes to the Consolidated Financial Statements August 31, 2021 and 2020 (Expressed in United States Dollars) As of August 31, 2021, the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions: Disclosure of detailed information about fair value of convertible debentures 2020 Series August 31, 2021 August 31, Share price 6.66 8.92 Conversion price 8.90 7.50 9.50 Warrant exercise price - 15.00 Term, in years 1.26 1.97 1.98 Interest rate 10 % 5% 10 % Expected volatility 90.00 % 200.00 % Risk-free interest rate 0.10 % 0.14 % Expected dividend yield 0 % 0 % (g) EB CD On February 24, 2021, the Company extinguished the Amended EB Loan and issued the Lender a convertible debenture in the principal amount of $ 5 10.25 15.00 As of August 31, 2021, the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions: Disclosure of detailed information about fair value of convertible debentures EB CD August 31, 2021 August 31, Share price 6.66 - Conversion price 10.25 - Warrant exercise price 15.00 - Term, in years 1.26 - Interest rate 10 % - Expected volatility 90.00 % - Risk-free interest rate 0.30 % - Expected dividend yield 0 % - Disclosure of key inputs of convertible debt Financial assets / financial liabilities Valuation technique Key Inputs Relationship and sensitivity of unobservable inputs to fair value to fair value Convertible debt The fair value of the convertible debentures as of August 31, 2021 has been calculated using a binomial lattice methodology. Key observable inputs The estimated fair value would increase (decrease) if: Share price CAD$ 8.42 6.66 The share price was higher (lower) Risk-free interest rate ( 0.10 0.30 The risk-free interest rate was higher (lower) Dividend yield ( 0 The dividend yield was lower (higher) Key unobservable inputs Credit spread ( 1.14 8.45 The credit spread was lower (higher) Discount for lack of marketability ( 0 The discount for lack of marketability was lower (higher) Convertible debt The fair value of the convertible debentures as of August 31, 2020 has been calculated using a binomial lattice methodology. Key observable inputs The estimated fair value would increase (decrease) if: Share price (USD $ 8.92 The share price was higher (lower) Risk-free interest rate ( 0.14 The risk-free interest rate was higher (lower) Dividend yield ( 0 The dividend yield was lower (higher) Key unobservable inputs Credit spread ( 18.35 The credit spread was lower (higher) Discount for lack of marketability ( 47 The discount for lack of marketability was lower (higher) |