Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | GameSquare Holdings, Inc. |
Entity Central Index Key | 0001714562 |
Document Type | 6-K |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Document Period End Date | Mar. 31, 2023 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2023 |
Entity Ex Transition Period | false |
Entity File Number | 001-39389 |
Entity Address Address Line 1 | 2110 Powers Ferry Road |
Entity Address Address Line 2 | Suite 450 |
Entity Address City Or Town | Atlanta |
Entity Address State Or Province | GA |
Entity Address Postal Zip Code | 30339 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Current | ||
Cash | $ 188,631 | $ 977,413 |
Amounts receivable (Note 4) | 6,035,106 | 8,331,120 |
Prepaid expenses and deposits | 106,316 | 475,327 |
Other current assets (Note 7) | 237,900 | 312,900 |
Total current assets | 6,567,953 | 10,096,760 |
Long-term | ||
Equipment (Note 5) | 2,837,463 | 3,001,883 |
Intangibles (Note 6) | 4,281,036 | 4,609,837 |
Right-of-use asset (Note 10) | 2,291,172 | 2,385,330 |
Total assets | 15,977,624 | 20,093,810 |
LIABILITIES | ||
Accounts payable and accrued liabilities (Note 16) | 8,043,510 | 8,029,062 |
Deferred revenue | 777,399 | 1,092,982 |
Current portion of lease liability (Note 10) | 345,408 | 336,229 |
Credit facility payable (Note 9) | 825,510 | 802,328 |
Consideration payable (Note 11) | 140,000 | 260,000 |
Total current liabilities | 10,131,827 | 10,520,601 |
Long-term liability | ||
Lease liability, net of current portion (Note 10) | 2,273,403 | 2,362,448 |
Deferred tax liability | 50,117 | 55,096 |
Total liabilities | 12,455,347 | 12,938,145 |
SHAREHOLDERS' EQUITY | ||
Common shares (Note 12(b)) | 44,095,525 | 43,375,158 |
Share based payments reserve (Note 13) | 3,002,067 | 3,296,668 |
Contingently issuable shares (Note 11) | 0 | 131,184 |
Warrants (Note 14) | 1,925,238 | 1,925,238 |
Accumulated other comprehensive income | (275,702) | (269,053) |
Accumulated deficit | (45,224,851) | (41,303,530) |
Total Shareholders' Equity | 3,522,277 | 7,155,665 |
Total liabilities and shareholders' equity | $ 15,977,624 | $ 20,093,810 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 5,050,713 | $ 5,040,074 |
Cost of sales | 3,021,210 | 3,394,873 |
Gross profit (Note 18) | 2,029,503 | 1,645,201 |
Other income | ||
Interest and other income | 84 | 3,020 |
Total other income | 84 | 3,020 |
Expenses | ||
Salaries, consulting and management fees (Note 16) | 2,934,311 | 2,660,889 |
Player compensation | 499,402 | 439,685 |
Professional fees | 855,368 | 393,243 |
General office expenses | 378,356 | 330,216 |
Selling and marketing expenses | 176,386 | 282,438 |
Travel expenses | 119,498 | 255,685 |
Shareholder communications and filing fees | 80,612 | 21,321 |
Interest expense and financing fees | 82,602 | 90,105 |
Bad debt expense | 8,680 | 0 |
Foreign exchange loss | 932 | 3,896 |
Share-based compensation (Note 13, 16) | 565,380 | 500,143 |
Amortization (Notes 6 and 10) | 591,360 | 682,558 |
Total expenses | 6,292,887 | 5,660,179 |
Loss for the period before income taxes | (4,263,300) | (4,011,958) |
Income tax (recovery) | (5,027) | (18,329) |
Loss for the period | (4,258,273) | (3,993,629) |
Items that will subsequently be reclassified to operations: | ||
Foreign currency translation | (6,649) | 103,775 |
Total comprehensive loss for the period | (4,264,922) | (3,889,854) |
(Loss) for the period attributable to: | ||
Owners of the parent | (4,258,273) | (4,007,347) |
Non-controlling interest (Note 15) | 0 | 13,718 |
Profit Loss For The Period | $ (4,258,273) | $ (3,993,629) |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - basic and diluted | 310,027,875 | 244,381,900 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY | USD ($) | Contingently Issuable Shares And Options [Member] USD ($) | Common Stock [Member] USD ($) | Common Stock [Member] CAD ($) | Contributed Surplus [Member] USD ($) | Warrants [Member] USD ($) | Accumulated other comprehensive loss USD ($) | Noncontrolling Interest USD ($) | Retained Earnings (Accumulated Deficit) USD ($) |
Balance, amount at Dec. 31, 2021 | $ 17,645,242 | $ 52,662 | $ 36,218,116 | $ 36,218,116 | $ 3,101,014 | $ 2,287,484 | $ 135,981 | $ (90,474) | $ (24,059,541) |
Statement [Line Items] | |||||||||
Options granted (Note 13(a)) | 224,261 | 0 | 0 | 224,261 | 0 | 0 | 0 | 0 | |
Options expired (Note 13(a)) | 0 | 0 | 0 | (344,913) | 0 | 0 | 0 | 344,913 | |
Restricted share units (Note 13(b)) | 275,882 | 0 | 0 | 275,882 | 0 | 0 | 0 | 0 | |
Other comprehensive income | 103,775 | 0 | 0 | 0 | 0 | 103,775 | 0 | 0 | |
Net (loss) for the period | (3,993,629) | 0 | 0 | 0 | 0 | 0 | 13,718 | (4,007,347) | |
Balance, amount at Mar. 31, 2022 | 14,255,531 | 52,662 | 36,218,116 | 3,256,244 | 2,287,484 | 239,756 | (76,756) | (27,721,975) | |
Balance, amount at Dec. 31, 2022 | 7,155,665 | 131,184 | 43,375,158 | 3,296,668 | 1,925,238 | (269,053) | 0 | (41,303,530) | |
Statement [Line Items] | |||||||||
Options expired (Note 13(a)) | 0 | 0 | 0 | (333,367) | 0 | 0 | 0 | 333,367 | |
Restricted share units (Note 13(b)) | 451,814 | 0 | 0 | 451,814 | 0 | 0 | 0 | 0 | |
Net (loss) for the period | (4,258,273) | 0 | 0 | 0 | 0 | 0 | 0 | (4,258,273) | |
Contingent consideration on acquisition of Cut+Sew (Note 11) | 0 | (131,184) | 131,184 | 0 | 0 | 0 | 0 | 0 | |
Options (Note 13(a)) | 113,566 | 0 | 0 | 113,566 | 0 | 0 | 0 | 0 | |
Restricted share units exercised (Note 13(b)) | 0 | 0 | 523,029 | (523,029) | 0 | 0 | 0 | 0 | |
Restricted share units cancelled (Note 13(b)) | 0 | 0 | 0 | (3,585) | 0 | 0 | 0 | 3,585 | |
Shares issued for debt (Note 13(b)) | 66,154 | 0 | 66,154 | 0 | 0 | 0 | 0 | 0 | |
Other comprehensive (loss) | (6,649) | 0 | 0 | 0 | 0 | (6,649) | 0 | ||
Balance, amount at Mar. 31, 2023 | $ 3,522,277 | $ 0 | $ 44,095,525 | $ 3,002,067 | $ 1,925,238 | $ (275,702) | $ 0 | $ (45,224,851) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net (loss) | $ 4,258,273 | $ 3,993,629 |
Adjustment for: | ||
Income tax recovery | (5,027) | (18,329) |
Share-based compensation (Note 13) | 565,380 | 500,143 |
Interest expense (Notes 9 and 10) | 77,635 | 90,080 |
Amortization (Notes 5, 6 and 10) | 591,360 | 682,558 |
Bad debt | 8,680 | 0 |
Total Adjustment | (3,020,245) | (2,739,177) |
Net change in non?cash working capital | 2,496,364 | (1,297,593) |
Net cash flow used in operating activities | (523,881) | (4,036,770) |
FINANCING ACTIVITIES | ||
Repayment of loans (Note 9(a)) | 0 | (149,442) |
Principal reduction in lease liability (Note 10) | (134,319) | (132,188) |
Net cash flow from financing activities | (134,319) | (281,630) |
INVESTING ACTIVITIES | ||
Payment of contingent consideration on acquisition of Cut+Sew | (120,000) | 0 |
Equipment purchase (Note 5) | 0 | (42,018) |
Net cash flow from investing activities | (120,000) | (42,018) |
Effect of exchange rate changes on cash | (10,582) | 9,885 |
CHANGE IN CASH | (788,782) | (4,350,533) |
CASH, beginning of the period | 977,413 | 6,028,232 |
CASH, end of the period | 188,631 | 1,677,699 |
SUPPLEMENTAL INFORMATION: | ||
Value of shares issued for contingent consideration on Cut+Sew | 131,184 | 0 |
Value of shares issued for debt | 66,154 | 0 |
Interest paid | $ 4,967 | $ 25 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
NATURE AND CONTINUANCE OF OPERATIONS | |
Nature And Continuance Of Operations | 1. NATURE AND CONTINUANCE OF OPERATIONS GameSquare Esports Inc. (formerly Magnolia Colombia Ltd.) (the “Company” or “GameSquare”) was incorporated under the Ontario Business Corporations Act on June 01, 2009. The Company is a publicly traded company with the registered office located at 150 York Street, Suite 1008, Toronto, Ontario, M5H 3S5, Canada. GameSquare is focused on the esports market. The Company bridges the gap between global brands and the gaming and esports communities. GameSquare does this by signing talent in the influencer, on-screen talent and player categories as well as adding new companies to its roster of global brand relationships. On October 2, 2020, the Company completed a reverse acquisition with GameSquare (Ontario) Inc., which acquired all the outstanding shares of Code Red Esports Ltd. (“Code Red”) on the same day. On December 1, 2020, the Company completed the amalgamation with GameSquare (Ontario) Inc. On March 16, 2021, the Company acquired all the outstanding shares of Reciprocity Corp. (“Reciprocity”), which owned 100% of common shares of GCN Inc. (“GCN”), 100% of common shares of GameSquare Esports (USA) Inc. and 40% of the common shares of Biblos Gaming S.A. de C.V. (“Biblos”). On June 30, 2021, the Company acquired all the outstanding shares of NextGen Tech, LLC (dba. Complexity Gaming) (“Complexity”). On July 27, 2021, the Company acquired 100% of the outstanding shares of Swingman LLC. (dba Cut+Sew and Zoned) (“Cut+Sew”). The Company was traded on the Canadian Securities Exchange (CSE) under the symbol “GSQ” and on the OTCQB Venture Market in the Unites States under the symbol “GMSQF” until April 11, 2023 (refer to Subsequent Events Note 19). These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table: Country of Functional Name of Subsidiary Incorporation Currency Ownership Percentage March 31, December 31, 2023 2022 Code Red Esports Ltd. ("Code Red") England and Wales UK pound sterling 100% 100% GameSquare Esports (USA) Inc. (dba as Fourth Frame Studios) USA U.S. Dollar 100% 100% Biblos Gaming SA ("Biblos") Mexico Mexican Peso NA NA GCN Inc. ("GCN") USA U.S. Dollar 100% 100% NextGen Tech, LLC (dba as Complexity Gaming) ("Complexity") USA U.S. Dollar 100% 100% Swingman LLC. (dba Cut+Sew and Zoned) (“Cut+Sew”) USA U.S. Dollar 100% 100% Mission Supply LLC USA U.S. Dollar 100% 100% During the year ended December 31, 2022, the Company sold its 40% interest in Biblos. The accompanying condensed interim consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Accordingly, the condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and meet its liabilities and commitments in other than the normal course of business and at amounts different from those in the consolidated financial statements. Such adjustments could be material. As of March 31, 2023, the Company had a working capital deficit of $3,563,874 (December 31, 2022 – working capital deficit of $423,841). On June 30, 2022, the Company entered into an agreement for a $5 million credit facility for a one-year term, subject to extension, which will provide the Company with access to capital, if required, to execute on its strategic priorities. As of March 31, 2023, the Company had drawn down $750,000 on the credit facility (see Notes 9 and 19). The Company’s continuation as a going concern is dependent upon its ability to raise equity capital or borrowings sufficient to meet current and future obligations and ultimately achieve profitable operations. Management intends to finance operating costs over the next twelve months with issuance of common shares, loans, drawdowns on its credit facility or profits from its business activities. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. These matters represent material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The accompanying condensed interim consolidated financial statements have been prepared by management in conformity with IAS 34, Interim Financial Reporting The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 18, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary Of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies The unaudited condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2022, with the exception of the following new accounting standards noted below. New accounting standards Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. |
AMOUNTS RECEIVABLE
AMOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
AMOUNTS RECEIVABLE | |
Amounts Receivable | 4. AMOUNTS RECEIVABLE Amounts receivable balances as at March 31, 2023 and December 31, 2022 consist of: March 31, 2023 December 31, 2022 Trade receivables $ 5,784,508 $ 8,114,542 HST receivable 128,017 88,874 Other receivables 122,581 127,704 Balance, end of period $ 6,035,106 $ 8,331,120 |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
EQUIPMENT | |
Equipment | 5. EQUIPMENT Equipment Leasehold improvements Total Cost: Balance, January 1, 2023 $ 269,656 $ 3,655,619 $ 3,925,275 Effect of foreign exchange 119 - 119 Balance, March 31, 2023 $ 269,775 $ 3,655,619 $ 3,925,394 Depreciation: Balance, January 1, 2023 $ 140,209 $ 783,183 $ 923,392 Depreciation charge for the period 28,319 136,163 164,482 Effect of foreign exchange 57 - 57 Balance, March 31, 2023 $ 168,585 $ 919,346 $ 1,087,931 Net book value: Balance, March 31, 2023 $ 101,190 $ 2,736,273 $ 2,837,463 Balance, January 1, 2023 $ 129,447 $ 2,872,436 $ 3,001,883 Cost: Balance, January 1, 2022 $ 238,988 $ 3,655,734 $ 3,894,722 Additions 31,251 - 31,251 Effect of foreign exchange (583 ) (115 ) (698 ) Balance, December 31, 2022 $ 269,656 $ 3,655,619 $ 3,925,275 Depreciation: Balance, January 1, 2022 $ 27,434 $ 238,530 $ 265,964 Depreciation charge for the period 112,938 544,653 657,591 Effect of foreign exchange (163 ) - (163 ) Balance, December 31, 2022 $ 140,209 $ 783,183 $ 923,392 Net book value: Balance, December 31, 2022 $ 129,447 $ 2,872,436 $ 3,001,883 Balance, January 1, 2022 $ 211,554 $ 3,417,204 $ 3,628,758 |
INTANGIBLE AND GOODWILL
INTANGIBLE AND GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE AND GOODWILL | |
Intangible And Goodwill | 6. INTANGIBLES AND GOODWILL Intangibles The components of intangible assets as of March 31, 2023 and December 31, 2022 are as follows: Customer relationships Brand name Total Balance, December 31, 2021 $ 2,000,320 $ 5,366,122 $ 7,366,442 Amortization (471,211 ) (1,177,859 ) (1,649,070 ) Effect of foreign exchange (109,356 ) (296,756 ) (406,112 ) Impairment (472,018 ) (229,405 ) (701,423 ) Balance, December 31, 2022 $ 947,735 $ 3,662,102 $ 4,609,837 Amortization (70,350 ) (262,370 ) (332,720 ) Effect of foreign exchange 807 3,112 3,919 Balance, March 31, 2023 $ 878,192 $ 3,402,844 $ 4,281,036 On June 30, 2021, the Company acquired all the outstanding shares of Complexity. The intangible assets acquired consisted of the Complexity brand name and its ties to the Dallas Cowboys. On July 27, 2021, the Company acquired all the issued and outstanding shares of Cut+Sew. The intangible assets acquired consisted of the Cut+Sew brand name and customer relationships. The Company reviews the carrying value of its intangible assets with definite lives at each reporting period for indicators of impairment. During the year ended December 31, 2022, the Company recorded an impairment of intangible assets acquired on the acquisition of Code Red of $701,423. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
OTHER ASSETS | |
Other Assets | 7. OTHER CURRENT ASSETS Other assets consist of acquisition costs of players and security deposits. Acquisition costs of players are amortized on a straight-line basis over the players’ contract terms. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 3 Months Ended |
Mar. 31, 2023 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
Assets And Liabilities Held For Sale | 8. ASSETS AND LIABILITIES HELD FOR SALE (a) Biblos During the year ended December 31, 2022, the Company entered into an agreement to sell it’s 40% share of Biblos for $125,000. The net carrying amount of the assets and liabilities related to Biblos was $78,085 at the date of disposition. As a result, the Company recorded a gain on the disposition of Biblos of $46,915. (b) Irati Energy Corporation (“Irati”) Irati is a private company primarily focused on the development of its northern oilshale block located in Brazil. On April 25, 2022, the Company sold its investment in Irati for $49,356 (CAD$62,635) or CAD$0.05 per common share of Irati. |
CREDIT FACILITY PAYABLE
CREDIT FACILITY PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
CREDIT FACILITY PAYABLE | |
CREDIT FACILITY PAYABLE | 9. CREDIT FACILITY PAYABLE On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company. The Facility matures on June 30, 2023 (the “Maturity Date”). The Company may, by written notice to the lender, extend the Maturity Date by one year from the date of the then applicable Maturity Date; provided that any such request is made no more than 90 days or less than 45 days, prior to the then applicable Maturity Date. Interest accrues on the outstanding principal amount of the Facility from and including the date of the advance of funds, as well as on all overdue amounts outstanding in respect of interest, costs or other fees, expenses or other amounts payable under the Facility, at an interest rate, calculated and payable in arrears on (i) the last business day of each calendar month, (ii) the date of any prepayment of all or any portion of the principal amount of the Facility, and (iii) the Maturity Date (each, an “Interest Payment Date”), as well as after each of maturity, default and judgment. The Facility bears interest based on the sum of the SOFR published for the second U.S. Government Securities Business Day prior to the end of the period ending on an Interest Payment Date. The Facility provides for the issuance of warrants to the lender on the date of signing of the Facility and with respect to each draw down on the Facility. During the year ended December 31, 2022, the Company drew down $750,000 on the credit facility, accrued a $50,000 structuring fee and issued 5,277,462 warrants under the terms of the Facility. During ended three months ended March 31, 2023, the Company accrued $23,182 in interest on the loan. As at March 31, 2023, the principal and accrued interest were carried at $825,510 (December 31, 2022 - $802,328). In addition, the Company incurred legal costs of $80,133 during the three months ended March 31, 2023, in connection with the Facility, included in accounts payable and accrued liabilities in the condensed interim consolidated statements of financial position. See Note 19. |
LEASE
LEASE | 3 Months Ended |
Mar. 31, 2023 | |
LEASE | |
Leases | 10. LEASE On June 30, 2021, the Company acquired Complexity. Complexity leases a building in Frisco, Texas. The lease commenced on April 9, 2019 and expires in April 2029. The lease had a carrying amount of $2,950,277 at the date of acquisition of Complexity. The amortization charge during the period was $94,158 (three months ended March 31, 2022 - $94,158). Cost Amortization Balance Balance, December 31, 2021 $ 2,950,277 $ (188,316 ) $ 2,761,961 Additions - (376,631 ) (376,631 ) Balance, December 31, 2022 $ 2,950,277 $ (564,947 ) 2,385,330 Additions - 94,158 ) (94,158 ) Balance, March 31, 2023 $ 2,950,277 $ (659,105 ) $ 2,291,172 The lease liability is measured at the present value of the lease payments that are not paid at the statement of financial position date. Lease payments are apportioned between interest expenses and a reduction of the lease liability using the Company’s incremental borrowing rate to achieve a constant rate of interest on the remaining balances of the liabilities. For the three months ended March 31, 2023, the Company recognized $54,453 (three months ended March 31, 2022 - $60,771) in interest expense related to its lease liabilities. A reconciliation of the lease liabilities for the three months ended March 31, 2023 and the year ended December 31, 2022 is as follows: Three months ended Years ended March 31, 2023 December 31, 2022 Balance, beginning of period $ 2,698,677 $ 3,000,031 Cash outflows (134,319 ) (535,147 ) Finance costs 54,453 233,793 $ 2,618,811 $ 2,698,677 March 31, 2023 December 31, 2022 Lease Liability - current $ 345,408 $ 336,229 Lease Liability - non-current 2,273,403 2,362,448 $ 2,618,811 $ 2,698,677 Future minimum payments due under the Company’s operating leases are as follows: Year ended December 31 Operating Lease Payment 2023 $ 409,356 2024 545,808 2025 545,808 2026 545,808 Thereafter 1,273,552 Total Lease Payments 3,320,332 Less Imputed Interest (701,521 ) Total 2,618,811 Less: current portion (345,408 ) Lease Liability, Net of Current Portion $ 2,273,403 |
CONSIDERATION PAYABLE
CONSIDERATION PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
CONSIDERATION PAYABLE | |
CONSIDERATION PAYABLE | 11. CONSIDERATION PAYABLE On July 27, 2021, the Company acquired 100% of the issued and outstanding shares of Cut+Sew, a privately held marketing agency operating in the sports and esports industries. As consideration for the acquisition, the Company paid $2,385,117 (CAD$3,000,000) in cash and issued 2 million of its common shares with an estimated fair value of $191,498 (CAD$240,866). Additionally, certain members of Cut+Sew became entitled to receive (i) up to $970,045 (CAD$1,250,000) paid in common shares of the Company and up to $116,405 (CAD$150,000) paid in cash if Cut+Sew generates up to $1.0 million of EBITDA in the 12 months following the closing date of July 27, 2021 of the acquisition, and (ii) up to $1,715,040 (CAD$2,210,000) paid in common shares of the Company and up to $186,249 (CAD$240,000) paid in cash if Cut+Sew generates EBITDA of up to $1.5 million in the period of 12 to 24 months following the Closing date of July 27, 2021, for a maximum contingent consideration of up to $6.09 million (CAD$7.85 million) paid in cash and common shares. The estimated fair value of the contingent consideration at the date of acquisition was $52,662. 11. CONSIDERATION PAYABLE (continued) During the year ended December 31, 2022, the Company revised the value of the contingent consideration, based the achievement certain of the EBITDA targets by Cut+Sew, as the Company expected to pay $260,000 in cash and issue 1,421,418 common shares of the Company with an estimated value of $131,184. During the three months ended March 31, 2023, the Company issued 1,421,418 common shares of the Company and paid $120,000 in cash against the outstanding consideration payable. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2023 | |
CAPITAL STOCK | |
Capital Stock | 12. CAPITAL STOCK a) Authorized The authorized share capital of the Company, which has no par value, is comprised of the following: (i) Unlimited common shares – common shares shall be convertible at the option of the holder into proportionate voting shares on the basis of 100 common shares per 1 proportionate voting share. (ii) Unlimited Proportionate Voting Shares (“PVS”) – each PVS shall be convertible at the option of the holder into common shares at a ratio of 100 common shares per PVS. Each PVS is entitled to 100 votes per PVS at shareholder meetings of the Company. b) Share Capital Number of Proportionate Voting Shares Number of common shares Amount Balance as of December 31, 2021 - 244,381,900 $ 36,218,116 Private placements - 59,855,285 6,162,534 Share issue costs - - (64,834 ) RSUs exercised - 3,304,281 1,059,342 Conversion from Common to Proportionate Voting Shares 150,000 (15,000,000 ) - Balance as of December 31, 2022 150,000 292,541,466 $ 43,375,158 Contingent consideration on acquisition of Cut+Sew (Note 11) - 1,421,418 131,184 Issued for debt - 441,025 66,154 RSUs exercised - 4,808,966 523,029 Balance as of March 31, 2023 150,000 299,212,875 $ 44,095,525 On May 30, 2022, the Company closed the first tranche of a non-brokered private placement. The Company issued 20,040,429 common shares of the Company at a price of CAD$0.14 per common share for gross proceeds of $2,215,811 (CAD$2,805,660). The Company incurred legal and other expenses totaling $38,063 in connection with the private placement. On June 23, 2022, 15,000,000 common shares were converted into 150,000 PVS. On July 20, 2022, the Company closed the second tranche of a non-brokered private placement. The Company issued 926,285 common shares of the Company at a price of CAD$0.14 per common share for gross proceeds of $100,652 (CAD$129,680). On August 11, 2022, the Company closed the third tranche of a non-brokered private placement. The Company issued 8,988,571 common shares of the Company at a price of CAD$0.14 per common share for gross proceeds of $986,748 (CAD$1,258,400). The Company incurred legal and other expenses totaling $42,822 in connection with the private placement. 12. CAPITAL STOCK (continued) b) Share Capital (continued) On September 30, 2022, the Company closed a non-brokered private placement financing of 29,900,000 units at a price of CAD$0.14 per unit for gross proceeds of $3,000,000 (CAD$4,186,000). Each unit consists of one common share of the Company and 0.20 of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one additional common share at an exercise price of CAD$0.20 commencing on September 30, 2023 and expiring on September 30, 2027. The gross proceeds were prorated to common shares and warrants based on their relative fair values. See Note 14. The Company incurred legal and other expenses totaling $22,012 in connection with the private placement. During the year ended December 31, 2022, 3,304,281 shares were issued on the exercise of RSUs (see Note 13(b). On March 10, 2023, 1,421,418 common shares of the Company were issued for consideration on the acquisition of Cut+Sew. See Note 11. On March 24, 2023, 441,025 commons shares were issued in settlement of outstanding amounts payable of $66,154. During the three months ended March 31, 2023, 4,808,966 shares were issued on the exercise of RSUs (see Note 13(b)). |
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS | 3 Months Ended |
Mar. 31, 2023 | |
SHARE BASED PAYMENTS | |
Share Based Payments | 13. SHARE BASED PAYMENTS a) Options The Company has granted options for the purchase of common shares to its directors, consultants, employees and officers. The aggregate number of shares that may be issuable pursuant to options granted under the Company’s stock option plan (the “Option Plan”) will not exceed 10% of the issued common shares of the Company at the date of grant. No more than 5% of the issued shares of the Company may be granted to any one optionee. The options are non-transferable and non-assignable and may be granted for a term not exceeding five years. The exercise price of the options may not be less than the greater of CAD$0.05 and the market price, subject to all applicable regulatory requirements. The following is a summary of stock options outstanding at March 31, 2023 and December 31, 2022 and changes during the periods then ended. Number of stock options Weighted average exercise price (CAD$) Balance as of December 31, 2021 19,381,819 $ 0.45 Granted 4,600,000 0.32 Cancelled (1,775,861 ) 0.46 Balance as of December 31, 2022 22,205,958 $ 0.42 Granted 1,000,000 0.13 Cancelled (3,000,000 ) 0.40 Balance as of March 31, 2023 20,205,958 $ 0.41 13. SHARE BASED PAYMENTS (continued) a) Options (continued) Information relating to share options outstanding as at March 31, 2023 is as follows: Exercise price (CAD$) Options outstanding Options exercisable Expiry date Weighted average grant date fair value vested Weighted average remaining life in years $ 0.61 34,483 34,483 October 1, 2023 1,816 0.50 $ 0.41 350,000 350,000 April 28, 2024 42,771 1.08 $ 0.48 925,000 925,000 November 25, 2025 252,521 2.66 $ 0.44 2,000,000 2,000,000 January 22, 2026 283,601 2.82 $ 0.50 250,000 250,000 February 24, 2026 43,985 2.91 $ 0.47 500,000 500,000 March 2, 2026 84,507 2.92 $ 0.44 1,000,000 1,000,000 March 16, 2026 155,354 2.96 $ 0.47 1,100,000 975,000 April 28, 2026 133,838 3.08 $ 0.51 2,300,000 2,300,000 July 5, 2026 392,038 3.27 $ 0.44 6,396,475 3,770,722 September 21, 2026 776,238 3.48 $ 0.35 200,000 100,000 February 16, 2027 8,715 3.88 $ 0.35 1,150,000 1,150,000 March 1, 2027 35,883 3.92 $ 0.35 950,000 550,000 March 24, 2027 14,090 3.98 $ 0.18 1,287,500 - August 31, 2027 31,329 4.42 $ 0.20 312,500 312,500 August 31, 2027 16,348 4.42 $ 0.13 250,000 - September 14, 2027 4,289 4.46 $ 0.20 200,000 - November 21, 2027 1,738 4.65 $ 0.13 1,000,000 281,250 February 22, 2033 28,153 9.91 Total 20,205,958 14,498,955 $ 2,307,214 3.71 On February 15, 2022, the Company granted 200,000 options to a consultant of the Company. The options vested on February 15, 2023. Each option is exercisable at a price of CAD$0.35 per common share and expire February 16, 2027. The fair market value of the options of $10,541 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.23 based on the closing price of the Company’s shares on February 14, 2022, risk free rate of 1.82%, expected volatility of 46.92%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $1,096 in share-based compensation related to the vesting of these options. On February 28, 2022, the Company granted 1,400,000 options to consultants of the Company. The options vested on March 1, 2023. Each option is exercisable at a price of CAD$0.35 per common share and expire March 1, 2027. The fair market value of the options of $43,204 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.19 based on the closing price of the Company’s shares on February 27, 2022, risk free rate of 1.64%, expected volatility of 46.95%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $3,142 in share-based compensation related to the vesting of these options. On March 23, 2022, the Company granted 950,000 options to a consultant of the Company. 150,000 options vested on the date of grant with the remaining options vesting in 8 equal installments every three months starting June 23, 2022. Each option is exercisable at a price of CAD$0.35 per common share and expire March 24, 2027. The fair market value of the options of $16,548 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.13 based on the closing price of the Company’s shares on March 22, 2022, risk free rate of 2.2%, expected volatility of 46.92%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $1,479 in share-based compensation related to the vesting of these options. 13. SHARE BASED PAYMENTS (continued) a) Options (continued) On August 31, 2022, the Company granted 1,287,500 options to employees and consultants of the Company. 643,750 options vest on August 31, 2023 and 643,750 options vest on August 31, 2024. Each option is exercisable at a price of CAD$0.18 per common share and expire August 31, 2027. The fair market value of the options of $71,952 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.16 based on the closing price of the Company’s shares on August 30, 2022, risk free rate of 3.34%, expected volatility of 52.68%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $13,300 in share-based compensation related to the vesting of these options. On August 31, 2022, the Company granted 312,500 options to employees and consultants of the Company. The options vested immediately on the date of grant. Each option is exercisable at a price of CAD$0.20 per common share and expire August 31, 2027. The fair market value of the options of $16,348 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.16 based on the closing price of the Company’s shares on August 30, 2022, risk free rate of 3.34%, expected volatility of 52.68%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options was amortized over the vesting period. On September 14, 2022, the Company granted 250,000 options to the COO of the Company. 125,000 of the options vest on September 14, 2023 and 125,000 options vest on September 14, 2024. Each option is exercisable at a price of CAD$0.13 per common share and expire September 14, 2027. The fair market value of the options of $10,547 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.12 based on the closing price of the Company’s shares on September 13, 2022, risk free rate of 3.39%, expected volatility of 51.81%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $1,950 in share-based compensation related to the vesting of these options. On November 21, 2022, the Company granted 600,000 options to directors of the Company. the options vest on March 1, 2023. Each option is exercisable at a price of CAD$0.35 per common share and expire March 1, 2027. The fair market value of the options of $16,716 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.19 based on the closing price of the Company’s shares on February 25, 2022, risk free rate of 1.64%, expected volatility of 44.92%, an estimated life of 4.3 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $10,030 in share-based compensation related to the vesting of these options. On November 21, 2022, the Company granted 200,000 options to employees of the Company. 100,000 of the options vest on November 21, 2023 and 100,000 of the options vest on November 21, 2024. Each option is exercisable at a price of CAD$0.20 per common share and expire November 21, 2027. The fair market value of the options of $6,510 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.11 based on the closing price of the Company’s shares on November 18, 2022, risk free rate of 3.26%, expected volatility of 65.34%, an estimated life of 5 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $1,204 in share-based compensation related to the vesting of these options. During the year ended December 31, 2022, 1,775,861 options with weighted average exercise prices of CAD$0.46, expired, unexercised. On February 22, 2023, the Company granted 1,000,000 options to a consultant of the Company. 250,000 of the options vest on the date of grant with the remaining 750,000 options vesting in 24 equal monthly installments. Each option is exercisable at a price of CAD$0.13 per common share and expire February 22, 2033. The fair market value of the options of $72,541 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$0.13 based on the closing price of the Company’s shares on February 21, 2023, risk free rate of 3.37%, expected volatility of 66.72%, an estimated life of 10 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the three months ended March 31, 2023, the Company expensed $28,153 in share-based compensation related to the vesting of these options. 13. SHARE BASED PAYMENTS (continued) a) Options (continued) On March 16, 2023, 3,000,000 options with exercise prices of CAD$0.40, expired, unexercised. b) Restricted share units (“RSU”) On June 4, 2021, the Company adopted a restricted share unit (“RSU”) plan (the “RSU Plan”). The Plan provides for the grant of RSUs to employees, officers or directors of the Company and allows the Company the ability to issue on common share from treasury for each RSU held on the vesting date as determined by the board on the date of grant. The aggregate number of shares that may be issuable pursuant to RSUs granted under the Company’s RSU Plan together with the Option plan will not exceed 10% of the issued common shares of the Company at the date of grant. The number of shares to be reserved for issue under the RSU Plan together with shares reserved for issuance under the Option Plan to any one person within a twelve-month period may not exceed 5% of the number of shares issued and outstanding. On February 15, 2022, the Company granted 200,000 RSUs to a consultant of the Company. The RSUs vest on February 15, 2023. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the three months ended March 31, 2023, 100,000 of these RSUs were exercised for 100,000 common shares of the Company and the Company recognized an expense of $3,674. On March 23, 2022, the Company granted 800,000 RSUs to a consultant of the Company. The RSUs vest in 8 equal installments every three months starting June 24, 2022. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the three months ended March 31, 2023, the Company recognized an expense of $8,455. On July 26, 2022, 100,000 of the RSUs were exercised for 100,000 common shares of the Company and on January 11, 2023, 200,000 of these RSUs were exercised for 200,000 common shares of the Company. On August 31, 2022, the Company granted 1,250,000 RSUs to an employee of the Company. The RSU will vest on the date on which the Company’s common shares start trading on the New York Stock Exchange (“NYSE”) or NASDAQ if such date occurs prior to November 30, 2024. The estimated fair value of the RSUs on the date of grant is amortized over the vesting period. During the three months ended March 31, 2023, the Company recognized an expense of $64,455. On December 31, 2022, the Company granted 2,000,000 RSUs to the CEO of the Company. The RSUs vested immediately on the date of grant. The estimated fair value of the RSUs on the date of grant was amortized over the vesting period. On January 11, 2023, these RSUs were exercised for 2,000,000 common shares of the Company. During the year ended December 31, 2022, 3,304,281 vested RSUs were exchanged for common shares of the Company. On February 22, 2023, the Company granted 1,000,000 RSUs to a consultant of the Company. 250,000 of the RSUs vested on the date of grant with the remaining 750,000 RSUs vesting in 24 equal monthly installments. The estimated fair value of the RSUs on the date of grant is amortized over the vesting period. During the three months ended March 31, 2023, the Company recognized an expense of $37,255. On March 10, 2023, the Company granted 2,261,112 RSUs to directors, officers, employees and consultants of the Company. The RSUs vested immediately on the date of grant. On March 24, 2023, 2,231,112 of these RSUs were exercised for 2,231,112 common shares of the Company and 30,000 were cancelled. The estimated fair value of the RSUs on the date of grant is amortized over the vesting period. During the three months ended March 31, 2022, the Company recognized an expense of $270,213. As at March 31, 2023, 4,610,023 RSUs were outstanding, of which 920,177 were vested. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS | |
Warrants | 14. WARRANTS The following is a summary of warrants outstanding at March 31, 2023 and December 31, 2022 and changes during the periods then ended. Number of warrants Weighted average exercise prices (CAD$) Grant date fair value Balance, December 31, 2021 46,186,841 $ 0.49 $ 2,287,484 Private placements 6,000,000 $ 0.20 140,677 Warrants issued for credit facility 5,277,462 0.14 96,359 Warrants expired (12,572,900 ) 0.40 (599,282 ) Balance, March 31, 2023 and December 31, 2022 44,891,403 $ 0.49 $ 1,925,238 On June 30, 2022, 4,494,286 warrants were issued in connection with a credit facility (Note 9). Each warrant entitles the holder to purchase one common share of the Company at a price of CAD$0.14 until June 30, 2024. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of CAD$0.105, expected dividend yield of 0%, expected volatility of 48.06%, based on the historical volatility of comparable companies, a risk-free interest rate of 3.1% and an expected life of 2 years. The estimated fair value of the warrants of $69,215 is included in interest and financing fees in the consolidated statements of loss and comprehensive loss. In connection with the private placement on September 30, 2022 (Note 13(b)), 6,000,000 warrants were issued. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.20 commencing on September 30, 2023 until September 30, 2027. The fair value of the warrants of $140,677, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of CAD$0.09, expected dividend yield of 0%, expected volatility of 64.69%, based on the historical volatility of comparable companies, a risk-free interest rate of 3.32% and an expected life of 5 years. On December 23, 2022, 783,176 warrants were issued in connection with a draw down on a credit facility (Note 9). Each warrant entitles the holder to purchase one common share of the Company at a price of CAD$0.13 until June 30, 2024. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of CAD$0.125, expected dividend yield of 0%, expected volatility of 78.29%, based on the historical volatility of comparable companies, a risk-free interest rate of 3.9% and an expected life of 1.5 years. The estimated fair value of the warrants of $27,144 is included in interest and financing fees in the consolidated statements of loss and comprehensive loss. During the year ended December 31, 2022, 12,572,900 warrants, with exercise prices of CAD$0.40, expired, unexercised. At March 31, 2023, outstanding warrants to acquire common shares of the Company were as follows: Exercise price (CAD$) Number of warrants Expiry date Weighted average remaining life in years $ 0.60 21,250,000 Saturday, July 22, 2023 0.31 $ 0.60 1,357,441 Monday, February 19, 2024 0.89 $ 0.60 9,519,000 Monday, March 4, 2024 0.93 $ 0.14 4,494,286 Sunday, June 30, 2024 1.25 $ 0.13 783,176 Sunday, June 30, 2024 1.25 $ 0.40 1,487,500 Monday, July 22, 2024 1.31 $ 0.20 6,000,000 Thursday, September 30, 2027 4.50 Total 44,891,403 1.16 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
NON-CONTROLLING INTEREST | |
Non-controlling Interest | 15. NON-CONTROLLING INTEREST On March 16, 2021, the Company acquired all the issued and outstanding common shares of Reciprocity which held a 40% interest in Biblos. During the year ended December 31, 2022, the Company entered into an agreement to sell it’s 40% interest in Biblos (see Note 8). The following summarizes the changes in non-controlling interest in Biblos: Balance, December 31, 2021 $ (90,474 ) Share of profit for the period 13,718 Non-controlling interest on sale of Biblos 76,756 Balance, March 31, 2023 and December 31, 2022 $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | 16. RELATED PARTY TRANSACTIONS Key management personnel compensation: Three months ended March 31, 2023 Three months ended March 31, 2022 Short term employee benefits $ 552,584 $ 255,617 Share-based payments 182,040 124,578 Short term employee benefits $ 734,624 $ 380,195 The Company recorded $182,040 in share-based compensation related to the vesting of options and RSUs granted during the three months ended March 31, 2023, the year ended December 31, 2022 and the 13 months ended December 31, 2021 (see Notes 13(a) and (b)). Other related party transactions: Included in accounts payable and accrued liabilities at March 31, 2023 is $406,414 (December 31, 2022 - $152,097) owed to the chairman of the board of directors of the Company and $4,323 owed to directors for expense reimbursement. The amounts are due on demand, unsecured, and non-interest bearing. On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company by virtue of one of its directors. The Facility matures on June 30, 2023 (the “Maturity Date”). During the three months ended March 31, 2023, the Company accrued $23,182 in interest and $80,133 in legal fees in connection with the Facility (see Note 9). As at March 31, 2023, the principal and accrued interest were carried at $825,510 and $80,133 was included in accounts payable and accrued liabilities. See Notes 9, 17 and 19. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 3 Months Ended |
Mar. 31, 2023 | |
CONTINGENCIES AND COMMITMENTS | |
Contingencies And Commitments | 17. CONTINGENCIES AND COMMITMENTS Management Commitments The Company is party to certain management contracts. These contracts require payments of approximately $1,200,000 to be made upon the occurrence of a change in control to the officers of the Company. The Company is also committed to payments upon termination of approximately $600,000 pursuant to the terms of these contracts. As a triggering event has not taken place as of the end of the year, these amounts have not been recorded in these consolidated financial statements. 17. CONTINGENCIES AND COMMITMENTS (continued) Former Activities The Company was previously involved in oil and gas exploration activities in Canada, the United States and Colombia. The Company ceased all direct oil and gas exploration activities in 2014. While management estimated that the exposure to additional liabilities from its former oil and gas activities over and above the reclamation deposits held in trust for the Alberta Energy Regulator of CAD$350,725 ($259,163) to be remote, the outcome of any such contingent matters is inherently uncertain. Legal Matters From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net income (loss) in that period. COVID-19 The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. |
REVENUE AND SEGMENTED INFORMATI
REVENUE AND SEGMENTED INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
REVENUE AND SEGMENTED INFORMATION | |
Revenue And Segmented Information | 18. REVENUE AND SEGMENTED INFORMATION IFRS 8 requires operating segments to be determined based on the Company’s internal reporting to the Chief Operating Decision Maker (“CODM”). The CODM has been determined to be the Company’s Chief Executive Officer as he is primarily responsible for the allocation of resources and the assessment of performance. The CODM uses net income, as reviewed at periodic business review meetings, as the key measure of the Company’s results as it reflects the Company’s underlying performance for the period under evaluation. The CODM’s primary focus for review and resource allocation is the Company as a whole and not any component part of the business. Having considered these factors, management has judged that the Company having three operating segments under IFRS 8. 18. REVENUE AND SEGMENTED INFORMATION (continued) United Kingdon USA Canada Mexico Total Three months ended March 31, 2023 $ $ $ $ $ Sponsorship - 2,075,709 - - 2,075,709 Winning/Player buyout/Other - 84,942 - - 84,942 Total Team Revenue - 2,160,651 - - 2,160,651 Cost of Sales - 1,491,993 - - 1,491,993 Gross profit - 668,658 - - 668,658 Influencer / on screen talent representation 634,373 - - - 634,373 Digital media - 2,060,460 - - 2,060,460 Total Agency Revenue 634,373 2,060,460 - - 2,694,833 Cost of sales 531,846 827,919 - - 1,359,765 Gross profit 102,527 1,232,541 - - 1,335,068 Content production - 195,229 - - 195,229 Cost of sales - 169,452 - - 169,452 Gross profit - 25,777 - - 25,777 Non-current assets 266,720 9,142,951 - - 9,409,671 Three months ended March 31, 2022 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Sponsorship - 1,823,514 - - 1,823,514 Winning/Player buyout/Other - - - 99,848 99,848 Total Team Revenue - 1,823,514 - 99,848 1,923,362 Cost of Sales - 1,077,549 - 51,951 1,129,500 Gross profit - 745,965 - 47,897 793,862 Influencer / on screen talent representation 1,268,397 - - - 1,268,397 Digital media and marketing - 1,725,815 - - 1,725,815 Total Agency Revenue 1,268,397 1,725,815 - - 2,994,212 Cost of sales 1,010,834 1,100,952 - - 2,111,586 Gross profit 257,563 624,863 - - 882,626 Content production - 122,500 - - 122,500 Cost of sales - 153,787 - - 153,787 Gross profit - (31,287 ) - - (31,287 ) Non-current assets 1,371,407 11,846,578 322,902 79,240 13,620,127 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
Subsequent Events | 19. SUBSEQUENT EVENTS Acquisition by Engine Gaming and Media Inc. On April 11, 2023, the Company announced that it completed its previously announced plan of arrangement (the "Arrangement") with Engine Gaming and Media, Inc. (“Engine”) resulting in the Engine acquiring all of the issued and outstanding securities of the Company. As a result of the completion of the Arrangement, the Company’s common shares have been halted from trading on the Canadian Securities Exchange and will be subsequently delisted. The combined entity is now known as GameSquare Holdings, Inc. (“GameSquare Holdings”) with shares traded on the Nasdaq Capital Market and TSX Venture Exchange under the ticker symbol GAME. Prior to the closing of the Arrangement, Engine closed a public offering of 7,673,000 subscription receipts (the "Subscription Receipts") at an issue price of US$1.25 per Subscription Receipt, including the partial exercise of an over-allotment option, for aggregate gross proceeds of $9,591,250. As a result of the closing of the Arrangement, the Subscription Receipts were consolidated on the same ratio as the Consolidation (as discussed below) and automatically exchanged on a one-to-one basis for common shares of the GameSquare Holdings without any further action on the part of the holder and without payment of additional consideration. GameSquare Holdings enacted a reverse stock split to consolidate (the “Consolidation”) the outstanding common shares on the basis of one new common share for every four existing common shares. As a result, GameSquare Holdings has approximately 12.9 million shares outstanding following completion of the Consolidation, the Arrangement and the conversion of the Subscription Receipts. The board of directors of GameSquare Holdings includes Justin Kenna, Tom Walker, Travis Goff, Jerami Gorman, Tom Rogers (Executive Chairman), Lou Schwartz, and Stu Porter. These directors shall hold office until the first annual meeting of the shareholders of GameSquare Holdings following the closing, or until their successors are duly appointed or elected. The management team of GameSquare Holdings includes Justin Kenna as Chief Executive Officer, Lou Schwartz as President, Mike Munoz as Chief Financial Officer, Sean Horvath Chief Revenue Officer, Paolo DiPasquale as Chief Strategy Officer, Tyler "Ninja" Blevins as Chief Innovation Officer, John Wilk as General Counsel, and Matt Ehrens as Chief Technology Officer. Other Subsequent Events On April 3, 2023, 150,000 Proportionate Voting Shares were converted to 15,000,000 common shares of the Company. On April 3, 2023, 199,000 common shares of the Company were issued for consideration on the acquisition of Reciprocity. On April 10, 2023, 1,250,000 common shares of the Company were issued for consideration on the acquisition of Reciprocity. On April 11, 2023, on the close of the public offering noted above, the Company repaid the balance of the Facility of $825,810 and associated accrued legal fees of $80,133. See Note 9. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
New Accounting Standards | Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. |
Significant accounting policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies The unaudited condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2022, with the exception of the following new accounting standards noted below. New accounting standards Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. |
NATURE AND CONTINUANCE OF OPE_2
NATURE AND CONTINUANCE OF OPERATIONS (Table) | 3 Months Ended |
Mar. 31, 2023 | |
NATURE AND CONTINUANCE OF OPERATIONS | |
Schedule of accounts of the Company and its subsidiaries listed | Country of Functional Name of Subsidiary Incorporation Currency Ownership Percentage March 31, December 31, 2023 2022 Code Red Esports Ltd. ("Code Red") England and Wales UK pound sterling 100% 100% GameSquare Esports (USA) Inc. (dba as Fourth Frame Studios) USA U.S. Dollar 100% 100% Biblos Gaming SA ("Biblos") Mexico Mexican Peso NA NA GCN Inc. ("GCN") USA U.S. Dollar 100% 100% NextGen Tech, LLC (dba as Complexity Gaming) ("Complexity") USA U.S. Dollar 100% 100% Swingman LLC. (dba Cut+Sew and Zoned) (“Cut+Sew”) USA U.S. Dollar 100% 100% Mission Supply LLC USA U.S. Dollar 100% 100% |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equipment (Tables) | |
Schedule Of Equipment | Equipment Leasehold improvements Total Cost: Balance, January 1, 2023 $ 269,656 $ 3,655,619 $ 3,925,275 Effect of foreign exchange 119 - 119 Balance, March 31, 2023 $ 269,775 $ 3,655,619 $ 3,925,394 Depreciation: Balance, January 1, 2023 $ 140,209 $ 783,183 $ 923,392 Depreciation charge for the period 28,319 136,163 164,482 Effect of foreign exchange 57 - 57 Balance, March 31, 2023 $ 168,585 $ 919,346 $ 1,087,931 Net book value: Balance, March 31, 2023 $ 101,190 $ 2,736,273 $ 2,837,463 Balance, January 1, 2023 $ 129,447 $ 2,872,436 $ 3,001,883 Cost: Balance, January 1, 2022 $ 238,988 $ 3,655,734 $ 3,894,722 Additions 31,251 - 31,251 Effect of foreign exchange (583 ) (115 ) (698 ) Balance, December 31, 2022 $ 269,656 $ 3,655,619 $ 3,925,275 Depreciation: Balance, January 1, 2022 $ 27,434 $ 238,530 $ 265,964 Depreciation charge for the period 112,938 544,653 657,591 Effect of foreign exchange (163 ) - (163 ) Balance, December 31, 2022 $ 140,209 $ 783,183 $ 923,392 Net book value: Balance, December 31, 2022 $ 129,447 $ 2,872,436 $ 3,001,883 Balance, January 1, 2022 $ 211,554 $ 3,417,204 $ 3,628,758 |
INTANGIBLES AND GOODWILLs (Tabl
INTANGIBLES AND GOODWILLs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE AND GOODWILL | |
Schedule Of intangible assets | Customer relationships Brand name Total Balance, December 31, 2021 $ 2,000,320 $ 5,366,122 $ 7,366,442 Amortization (471,211 ) (1,177,859 ) (1,649,070 ) Effect of foreign exchange (109,356 ) (296,756 ) (406,112 ) Impairment (472,018 ) (229,405 ) (701,423 ) Balance, December 31, 2022 $ 947,735 $ 3,662,102 $ 4,609,837 Amortization (70,350 ) (262,370 ) (332,720 ) Effect of foreign exchange 807 3,112 3,919 Balance, March 31, 2023 $ 878,192 $ 3,402,844 $ 4,281,036 |
LEASE (Tables)
LEASE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
LEASE | |
Schedule Of Amortization Charge | Cost Amortization Balance Balance, December 31, 2021 $ 2,950,277 $ (188,316 ) $ 2,761,961 Additions - (376,631 ) (376,631 ) Balance, December 31, 2022 $ 2,950,277 $ (564,947 ) 2,385,330 Additions - 94,158 ) (94,158 ) Balance, March 31, 2023 $ 2,950,277 $ (659,105 ) $ 2,291,172 |
Schedule Of Future Minimum Payments Due Under Operating Leases | Year ended December 31 Operating Lease Payment 2023 $ 409,356 2024 545,808 2025 545,808 2026 545,808 Thereafter 1,273,552 Total Lease Payments 3,320,332 Less Imputed Interest (701,521 ) Total 2,618,811 Less: current portion (345,408 ) Lease Liability, Net of Current Portion $ 2,273,403 |
Schedule Of Reconciliation Of The Lease Liabilities | Three months ended Years ended March 31, 2023 December 31, 2022 Balance, beginning of period $ 2,698,677 $ 3,000,031 Cash outflows (134,319 ) (535,147 ) Finance costs 54,453 233,793 $ 2,618,811 $ 2,698,677 March 31, 2023 December 31, 2022 Lease Liability - current $ 345,408 $ 336,229 Lease Liability - non-current 2,273,403 2,362,448 $ 2,618,811 $ 2,698,677 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
CAPITAL STOCK | |
Schedule Of Capital Stock | Number of Proportionate Voting Shares Number of common shares Amount Balance as of December 31, 2021 - 244,381,900 $ 36,218,116 Private placements - 59,855,285 6,162,534 Share issue costs - - (64,834 ) RSUs exercised - 3,304,281 1,059,342 Conversion from Common to Proportionate Voting Shares 150,000 (15,000,000 ) - Balance as of December 31, 2022 150,000 292,541,466 $ 43,375,158 Contingent consideration on acquisition of Cut+Sew (Note 11) - 1,421,418 131,184 Issued for debt - 441,025 66,154 RSUs exercised - 4,808,966 523,029 Balance as of March 31, 2023 150,000 299,212,875 $ 44,095,525 |
SHARE BASED PAYMENTS (Tables)
SHARE BASED PAYMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SHARE BASED PAYMENTS | |
Schedule Of Outstanding Stock Options | Number of stock options Weighted average exercise price (CAD$) Balance as of December 31, 2021 19,381,819 $ 0.45 Granted 4,600,000 0.32 Cancelled (1,775,861 ) 0.46 Balance as of December 31, 2022 22,205,958 $ 0.42 Granted 1,000,000 0.13 Cancelled (3,000,000 ) 0.40 Balance as of March 31, 2023 20,205,958 $ 0.41 |
Summarizes Information About Stock Options Exercisable And Outstanding | Exercise price (CAD$) Options outstanding Options exercisable Expiry date Weighted average grant date fair value vested Weighted average remaining life in years $ 0.61 34,483 34,483 October 1, 2023 1,816 0.50 $ 0.41 350,000 350,000 April 28, 2024 42,771 1.08 $ 0.48 925,000 925,000 November 25, 2025 252,521 2.66 $ 0.44 2,000,000 2,000,000 January 22, 2026 283,601 2.82 $ 0.50 250,000 250,000 February 24, 2026 43,985 2.91 $ 0.47 500,000 500,000 March 2, 2026 84,507 2.92 $ 0.44 1,000,000 1,000,000 March 16, 2026 155,354 2.96 $ 0.47 1,100,000 975,000 April 28, 2026 133,838 3.08 $ 0.51 2,300,000 2,300,000 July 5, 2026 392,038 3.27 $ 0.44 6,396,475 3,770,722 September 21, 2026 776,238 3.48 $ 0.35 200,000 100,000 February 16, 2027 8,715 3.88 $ 0.35 1,150,000 1,150,000 March 1, 2027 35,883 3.92 $ 0.35 950,000 550,000 March 24, 2027 14,090 3.98 $ 0.18 1,287,500 - August 31, 2027 31,329 4.42 $ 0.20 312,500 312,500 August 31, 2027 16,348 4.42 $ 0.13 250,000 - September 14, 2027 4,289 4.46 $ 0.20 200,000 - November 21, 2027 1,738 4.65 $ 0.13 1,000,000 281,250 February 22, 2033 28,153 9.91 Total 20,205,958 14,498,955 $ 2,307,214 3.71 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS | |
Summary Of Warrants Outstanding | Number of warrants Weighted average exercise prices (CAD$) Grant date fair value Balance, December 31, 2021 46,186,841 $ 0.49 $ 2,287,484 Private placements 6,000,000 $ 0.20 140,677 Warrants issued for credit facility 5,277,462 0.14 96,359 Warrants expired (12,572,900 ) 0.40 (599,282 ) Balance, March 31, 2023 and December 31, 2022 44,891,403 $ 0.49 $ 1,925,238 |
Schedule Of Outstanding Warrants To Acquire Common Shares | Exercise price (CAD$) Number of warrants Expiry date Weighted average remaining life in years $ 0.60 21,250,000 Saturday, July 22, 2023 0.31 $ 0.60 1,357,441 Monday, February 19, 2024 0.89 $ 0.60 9,519,000 Monday, March 4, 2024 0.93 $ 0.14 4,494,286 Sunday, June 30, 2024 1.25 $ 0.13 783,176 Sunday, June 30, 2024 1.25 $ 0.40 1,487,500 Monday, July 22, 2024 1.31 $ 0.20 6,000,000 Thursday, September 30, 2027 4.50 Total 44,891,403 1.16 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
NON-CONTROLLING INTEREST | |
Schedule Of Summarizes The Changes In Non-controlling Interest | Balance, December 31, 2021 $ (90,474 ) Share of profit for the period 13,718 Non-controlling interest on sale of Biblos 76,756 Balance, March 31, 2023 and December 31, 2022 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
Schedule Of Key Management Personnel Compensation | Three months ended March 31, 2023 Three months ended March 31, 2022 Short term employee benefits $ 552,584 $ 255,617 Share-based payments 182,040 124,578 Short term employee benefits $ 734,624 $ 380,195 |
REVENUE AND SEGMENTED INFORMA_2
REVENUE AND SEGMENTED INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
REVENUE AND SEGMENTED INFORMATION | |
Schedule Of Geographical Information Of Company's Revenue | United Kingdon USA Canada Mexico Total Three months ended March 31, 2023 $ $ $ $ $ Sponsorship - 2,075,709 - - 2,075,709 Winning/Player buyout/Other - 84,942 - - 84,942 Total Team Revenue - 2,160,651 - - 2,160,651 Cost of Sales - 1,491,993 - - 1,491,993 Gross profit - 668,658 - - 668,658 Influencer / on screen talent representation 634,373 - - - 634,373 Digital media - 2,060,460 - - 2,060,460 Total Agency Revenue 634,373 2,060,460 - - 2,694,833 Cost of sales 531,846 827,919 - - 1,359,765 Gross profit 102,527 1,232,541 - - 1,335,068 Content production - 195,229 - - 195,229 Cost of sales - 169,452 - - 169,452 Gross profit - 25,777 - - 25,777 Non-current assets 266,720 9,142,951 - - 9,409,671 Three months ended March 31, 2022 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Sponsorship - 1,823,514 - - 1,823,514 Winning/Player buyout/Other - - - 99,848 99,848 Total Team Revenue - 1,823,514 - 99,848 1,923,362 Cost of Sales - 1,077,549 - 51,951 1,129,500 Gross profit - 745,965 - 47,897 793,862 Influencer / on screen talent representation 1,268,397 - - - 1,268,397 Digital media and marketing - 1,725,815 - - 1,725,815 Total Agency Revenue 1,268,397 1,725,815 - - 2,994,212 Cost of sales 1,010,834 1,100,952 - - 2,111,586 Gross profit 257,563 624,863 - - 882,626 Content production - 122,500 - - 122,500 Cost of sales - 153,787 - - 153,787 Gross profit - (31,287 ) - - (31,287 ) Non-current assets 1,371,407 11,846,578 322,902 79,240 13,620,127 |
NATURE AND CONTINUANCE OF OPE_3
NATURE AND CONTINUANCE OF OPERATIONS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Code Red Esports Ltd [Member] | ||
Statement [Line Items] | ||
Country of incorporation | England and Wales | 423841 |
Ownership Percentage | 100% | 100% |
GameSquare Esports USA Inc [Member] | ||
Statement [Line Items] | ||
Country of incorporation | USA | 423841 |
Ownership Percentage | 100% | 100% |
Functional Currency | U.S. Dollar | |
Biblos Gaming SA [Member] | ||
Statement [Line Items] | ||
Country of incorporation | Mexico | 423841 |
GCN Inc [Member] | ||
Statement [Line Items] | ||
Country of incorporation | USA | 423841 |
Ownership Percentage | 100% | 100% |
Functional Currency | U.S. Dollar | |
NextGen Tech LLC [Member] | ||
Statement [Line Items] | ||
Country of incorporation | USA | 423841 |
Ownership Percentage | 100% | 100% |
Functional Currency | U.S. Dollar | |
Swingman LLC [Member] | ||
Statement [Line Items] | ||
Country of incorporation | USA | 423841 |
Functional Currency | U.S. Dollar | |
Ownership Percentage | 100% | 100% |
Mission Supply LLC [Member] | ||
Statement [Line Items] | ||
Country of incorporation | USA | 423841 |
Ownership Percentage | 100% | 100% |
Functional Currency | U.S. Dollar |
NATURE AND CONTINUANCE OF OPE_4
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
NATURE AND CONTINUANCE OF OPERATIONS | |||
Working Capital | $ 3,563,874 | $ 423,841 | |
Credit facility | $ 5,000,000 | ||
Drawn down credit facility | $ 750,000,000,000 | $ 750,000,000,000 |
AMOUNTS RECEIVABLE (Details)
AMOUNTS RECEIVABLE (Details) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) |
AMOUNTS RECEIVABLE | ||||
Trade Receivables | $ 5,784,508 | $ 8,114,542 | ||
Hst Receivable | 128,017 | 88,874 | ||
Other Receivables | $ 122,581 | $ 127,704 | ||
Amounts Receivable | $ 6,035,106 | $ 8,331,120 |
EQUIPMENT (Details)
EQUIPMENT (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | |
Statement [Line Items] | ||||||
Balance, Beginning | $ 3,925,275 | $ 3,894,722 | ||||
Addition | 31,251 | |||||
Effect Of Foreign Exchange | 119 | $ (698) | ||||
Balance, Ending | 3,925,394 | 3,925,275 | ||||
Depreciation: | ||||||
Balance | $ 923,392 | $ 265,964 | ||||
Ending Balance | 1,087,931 | 923,392 | ||||
Depreciation Charge For The Period | 164,482 | 657,591 | ||||
Effect Of Foreign Exchange, Depreciation | $ 57 | (163) | ||||
Net Book Value: | ||||||
Equipment | 2,837,463 | 3,001,883 | 2,837,463 | 3,001,883 | ||
Balance | 3,001,883 | |||||
Ending Balance | 3,628,758 | |||||
Ending Balance | 1,087,931 | 923,392 | ||||
Leasehold Improvements | ||||||
Statement [Line Items] | ||||||
Addition | 0 | 0 | ||||
Effect Of Foreign Exchange | 0 | (115) | ||||
Acquisitions Of Reciprocity | 0 | |||||
Depreciation: | ||||||
Balance | 783,183 | 238,530 | ||||
Ending Balance | 3,417,204 | |||||
Acquisition Of Code Red | 0 | |||||
Depreciation Charge For The Period | 136,163 | 544,653 | ||||
Effect Of Foreign Exchange, Depreciation | 0 | 0 | ||||
Net Book Value: | ||||||
Transfer To Assets Available For Sale | 0 | |||||
Equipment | 2,736,273 | 2,872,436 | ||||
Ending Balance | 3,417,204 | |||||
Office Equipment | ||||||
Statement [Line Items] | ||||||
Balance, Beginning | 269,656 | 238,988 | ||||
Addition | 31,251 | |||||
Effect Of Foreign Exchange | 119 | (583) | ||||
Balance, Ending | 269,775 | 269,656 | ||||
Depreciation: | ||||||
Balance | 140,209 | 27,434 | ||||
Ending Balance | 168,585 | 140,209 | ||||
Depreciation Charge For The Period | 28,319 | 112,938 | ||||
Effect Of Foreign Exchange, Depreciation | 57 | (163) | ||||
Net Book Value: | ||||||
Equipment | $ 101,190 | $ 129,447 | ||||
Ending Balance | $ 168,585 | $ 140,209 | ||||
Ending balance | $ 129,447 | $ 211,554 |
INTANGIBLES AND GOODWILL (Detai
INTANGIBLES AND GOODWILL (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | |
Statement [Line Items] | |||
Balance, beginning | $ 4,609,837 | $ 7,366,442 | |
Amortization | (332,720) | (1,649,070) | |
Effect of foreign exchange | 119 | $ (698) | |
Effect of foreign exchange | 3,919 | (406,112) | |
Impairment | (701,423) | ||
Balance, ending | 4,281,036 | 4,609,837 | |
Brand Names [Member] | |||
Statement [Line Items] | |||
Balance, beginning | 3,662,102 | 5,366,122 | |
Amortization | (262,370) | (1,177,859) | |
Effect of foreign exchange | 3,112 | (296,756) | |
Impairment | (229,405) | ||
Balance, ending | 3,402,844 | 3,662,102 | |
Customer Relationships [Member] | |||
Statement [Line Items] | |||
Balance, beginning | 947,735 | 2,000,320 | |
Amortization | (70,350) | (471,211) | |
Effect of foreign exchange | 807 | (109,356) | |
Impairment | (472,018) | ||
Balance, ending | $ 878,192 | $ 947,735 |
INTANGIBLES AND GOODWILL (Det_2
INTANGIBLES AND GOODWILL (Details narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
INTANGIBLE AND GOODWILL | |
Acquisition Of Code Red | $ 701,423 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 25, 2022 | Mar. 31, 2023 | Dec. 23, 2022 | Jun. 30, 2022 | |
ASSETS AND LIABILITIES HELD FOR SALE | ||||
Percentage Of Shares Sold | 40% | |||
Income From Sale Of Assets | $ 125,000 | |||
Sale of investment | $ 46,915 | |||
Par Value Of Common Stock | $ 0.05 | $ 0.13 | $ 0.14 |
CREDIT FACILITY PAYABLE (Detail
CREDIT FACILITY PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
CREDIT FACILITY PAYABLE | ||||
Credit facility | $ 5,000,000 | |||
Drawn down credit facility | $ 750,000,000,000 | $ 750,000,000,000 | ||
Professional fee | 855,368 | $ 393,243 | $ 50,000,000,000 | |
Maturity Date | Jun. 30, 2023 | |||
Warrants issued | 5,277,462 | |||
Accrued interest amount | $ 23,182 | |||
Principal amount | 825,510 | $ 802,328 | ||
Incurred legal costs | $ 80,133 |
LEASE (Details)
LEASE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cost [Member] | ||
Statement [Line Items] | ||
Lease Liability, Beginning Balance | $ 2,950,277 | $ 2,950,277 |
Lease Liability, Addition | 0 | 0 |
Lease Liability, Ending Balance | 2,950,277 | 2,950,277 |
Amortization [Member] | ||
Statement [Line Items] | ||
Lease Liability, Beginning Balance | (564,947) | (188,316) |
Lease Liability, Addition | (94,158) | (376,631) |
Lease Liability, Ending Balance | (659,105) | (564,947) |
Balance [Member] | ||
Statement [Line Items] | ||
Lease Liability, Beginning Balance | 2,385,330 | 2,761,961 |
Lease Liability, Addition | (94,158) | (376,631) |
Lease Liability, Ending Balance | $ 2,291,172 | $ 2,385,330 |
LEASE (Details 1)
LEASE (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
LEASE | ||
Finance Lease Obligation, Beginning | $ 2,698,677 | $ 3,000,031 |
Cash Outflows | (134,319) | (535,147) |
Finance Costs | 54,453 | 233,793 |
Other Comprehensive Income Due To Foreign Currency Adjustment | 2,618,811 | 2,698,677 |
Lease Liability - Current | 345,408 | 336,229 |
Lease Liability - Non-current | 2,273,403 | 2,362,448 |
Total Finance Lease | $ 2,618,811 | $ 2,698,677 |
LEASE (Details 2)
LEASE (Details 2) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
LEASE | |
2023 | $ 409,356 |
2024 | 545,808 |
2025 | 545,808 |
2026 | 545,808 |
Thereafter | 1,273,552 |
Total Lease Payments | 3,320,332 |
Less Imputed Interest | (701,521) |
Total | 2,618,811 |
Less: current portion | (345,408) |
Lease Liability, Net of Current Portion | $ 2,273,403 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2021 | |
LEASE | |||
Lease Commencement Date | Apr. 09, 2019 | ||
Finance Lease Obligation | $ 2,950,277 | ||
Lease Amortization | $ 94,158 | $ 94,158 | |
Interest Expense, Lease Liabilities | $ 54,453 | $ 60,771 |
CONSIDERATION PAYABLE (Details
CONSIDERATION PAYABLE (Details Narrative) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jul. 27, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Statement [Line Items] | |||
Common shares issued | 2 | 1,421,418 | 1,421,418 |
Cash payment | $ 2,385,117 | $ 120,000 | $ 260,000 |
Acquire issued and outstanding shares | 100% | ||
Estimated fair value | $ 191,498 | ||
CutSew [Member] | |||
Statement [Line Items] | |||
Cash payment | 116,405 | ||
Payment in common shares | 970,045 | ||
Cut Sew 1 [Member] | |||
Statement [Line Items] | |||
Cash payment | 116,405 | ||
Payment in common shares | 970,045 | ||
Cut Sew 2 [Member] | |||
Statement [Line Items] | |||
Cash payment | 186,249 | ||
Maximum payment in common shares | 6,090,000 | ||
Estimated fair value of the contingent consideration | 52,662 | ||
Payment in common shares | 1,715,040 | ||
Cut Sew 3 [Member] | |||
Statement [Line Items] | |||
Cash payment | 116,405 | ||
Payment in common shares | $ 970,045 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 CAD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CAD ($) shares | |
Statement [Line Items] | ||||
Balance, amount | $ | $ 7,155,665 | $ 17,645,242 | ||
Balance, amount | $ | $ 3,522,277 | $ 7,155,665 | ||
Balances, Shares | 44,891,403 | 44,891,403 | ||
Common Stock [Member] | ||||
Statement [Line Items] | ||||
Balance, Shares | 292,541,466 | 292,541,466 | 244,381,900 | 244,381,900 |
Balance, amount | $ 43,375,158 | $ 36,218,116 | $ 36,218,116 | |
Private Placements, Shares | 59,855,285 | 59,855,285 | ||
Private Placements, Amount | $ | $ 6,162,534 | |||
Contingent consideration on acquisition of Cut+Sew amount | $ | $ 131,184 | |||
Contingent consideration on acquisition of Cut+Sew (Note 11) | 1,421,418 | 1,421,418 | ||
Share Issue Costs | $ | $ (66,154) | $ 64,834 | ||
Share Issue Costs shsres | 441,025 | 441,025 | ||
Rsus Exercised, Shares | 4,808,966 | 4,808,966 | 3,304,281 | 3,304,281 |
Rsus Exercised, Amount | $ 523,029 | $ 1,059,342 | ||
Conversion from Common to Proportionate Voting amount | $ | $ 0 | |||
Conversion from Common to Proportionate Voting Shares | 15,000,000 | 15,000,000 | ||
Balance, amount | $ | $ 44,095,525 | $ 43,375,158 | ||
Balances, Shares | 299,212,875 | 299,212,875 | 292,541,466 | 292,541,466 |
Number of Proportionate Voting Shares [Member] | ||||
Statement [Line Items] | ||||
Balance, Shares | 150,000 | 150,000 | ||
Conversion from Common to Proportionate Voting amount | $ | $ 0 | |||
Conversion from Common to Proportionate Voting Shares | 150,000 | 150,000 | ||
Balances, Shares | 150,000 | 150,000 | 150,000 | 150,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | ||||||||
Apr. 11, 2022 | Sep. 30, 2022 | Jun. 20, 2022 | May 30, 2022 | Mar. 31, 2023 | Mar. 24, 2023 | Mar. 10, 2023 | Dec. 31, 2022 | Jun. 23, 2022 | |
Statement [Line Items] | |||||||||
Options Exercised, Shares | 4,808,966 | 441,025 | 1,421,418 | 3,304,281 | |||||
Convertible common shares stock | 150,000 | ||||||||
Non-Brokered Private Placement | |||||||||
Statement [Line Items] | |||||||||
Units Issued | 8,988,571 | 29,900,000 | 926,285 | 20,040,429 | |||||
Price Per Unit | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | |||||
Gross Proceeds From Issuance Of Units | $ 986,748 | $ 3,000,000 | $ 100,652 | $ 2,215,811 | |||||
Broker Warrants To Purchase Units | $ 0.20 | ||||||||
Legal And Other Expenses | $ 42,822 | $ 22,012 | $ 38,063 |
SHARE BASED PAYMENTS (Details)
SHARE BASED PAYMENTS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
SHARE BASED PAYMENTS | ||
Balance, Number Of Stock Options | 22,205,958 | 19,381,819 |
Cancelled | 3,000,000 | 1,775,861 |
Granted | 1,000,000 | 4,600,000 |
Balance, Number Of Stock Options | 20,205,958 | 22,205,958 |
Balance, Weighted Average Exercise Price | $ 0.42 | $ 0.45 |
Cancelled, Weighted Average Exercise Price | 0.40 | 0.46 |
Granted, Weighted Average Exercise Price | 0.13 | 0.32 |
Balance, Weighted Average Exercise Price | $ 0.41 | $ 0.42 |
SHARE BASED PAYMENTS (Details 1
SHARE BASED PAYMENTS (Details 1) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) $ / shares shares | Aug. 31, 2022 $ / shares | Feb. 28, 2022 $ / shares | Feb. 15, 2022 $ / shares | |
Statement [Line Items] | ||||
Options Outstanding | 20,205,958 | |||
Options Exercisable | 14,498,955 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 2,307,214 | |||
Weighted Average Remaining Life In Years | 3 years 8 months 15 days | |||
Exercise Price | (per share) | $ 0.20 | $ 0.18 | $ 0.35 | $ 0.35 |
Exercise Price Range 18 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 1,000,000 | |||
Options Exercisable | 281,250 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 28,153 | |||
Weighted Average Remaining Life In Years | 9 years 10 months 28 days | |||
Exercise Price | $ / shares | $ 0.13 | |||
Expiry Date | Feb. 22, 2033 | |||
Exercise Price Range 15 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 312,500 | |||
Options Exercisable | 312,500 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 16,348 | |||
Weighted Average Remaining Life In Years | 4 years 5 months 1 day | |||
Exercise Price | $ / shares | $ 0.20 | |||
Expiry Date | Aug. 31, 2027 | |||
Exercise Price Range 1 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 34,483 | |||
Options Exercisable | 34,483 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 1,816 | |||
Weighted Average Remaining Life In Years | 6 months | |||
Exercise Price | $ / shares | $ 0.61 | |||
Expiry Date | Oct. 01, 2023 | |||
Exercise Price Range 2 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 350,000 | |||
Options Exercisable | 350,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 42,771 | |||
Weighted Average Remaining Life In Years | 1 year 29 days | |||
Exercise Price | $ / shares | $ 0.41 | |||
Exercise Price Range 3 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 925,000 | |||
Options Exercisable | 925,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 252,521 | |||
Weighted Average Remaining Life In Years | 2 years 7 months 28 days | |||
Exercise Price | $ / shares | $ 0.48 | |||
Expiry Date | Nov. 25, 2025 | |||
Exercise Price Range 4 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 2,000,000 | |||
Options Exercisable | 2,000,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 283,601 | |||
Weighted Average Remaining Life In Years | 2 years 9 months 25 days | |||
Exercise Price | $ / shares | $ 0.44 | |||
Expiry Date | Jan. 22, 2026 | |||
Exercise Price Range 5 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 250,000 | |||
Options Exercisable | 250,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 43,985 | |||
Weighted Average Remaining Life In Years | 2 years 10 months 28 days | |||
Exercise Price | $ / shares | $ 0.50 | |||
Expiry Date | Feb. 24, 2026 | |||
Exercise Price Range 6 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 500,000 | |||
Options Exercisable | 500,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 84,507 | |||
Weighted Average Remaining Life In Years | 2 years 11 months 1 day | |||
Exercise Price | $ / shares | $ 0.47 | |||
Expiry Date | Mar. 02, 2026 | |||
Exercise Price Range 7 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 1,000,000 | |||
Options Exercisable | 1,000,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 155,354 | |||
Weighted Average Remaining Life In Years | 2 years 11 months 15 days | |||
Exercise Price | $ / shares | $ 0.44 | |||
Expiry Date | Mar. 16, 2026 | |||
Exercise Price Range 8 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 1,100,000 | |||
Options Exercisable | 975,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 133,838 | |||
Weighted Average Remaining Life In Years | 3 years 29 days | |||
Exercise Price | $ / shares | $ 0.47 | |||
Expiry Date | Apr. 28, 2026 | |||
Exercise Price Range 9 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 2,300,000 | |||
Options Exercisable | 2,300,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 392,038 | |||
Weighted Average Remaining Life In Years | 3 years 3 months 7 days | |||
Exercise Price | $ / shares | $ 0.51 | |||
Expiry Date | Jul. 05, 2026 | |||
Exercise Price Range 10 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 6,396,475 | |||
Options Exercisable | 3,770,722 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 776,238 | |||
Weighted Average Remaining Life In Years | 3 years 5 months 23 days | |||
Exercise Price | $ / shares | $ 0.44 | |||
Expiry Date | Sep. 21, 2026 | |||
Exercise Price Range 11 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 200,000 | |||
Options Exercisable | 100,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 8,715 | |||
Weighted Average Remaining Life In Years | 3 years 10 months 17 days | |||
Exercise Price | $ / shares | $ 0.35 | |||
Expiry Date | Feb. 16, 2027 | |||
Exercise Price Range 12 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 1,150,000 | |||
Options Exercisable | 1,150,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 35,883 | |||
Weighted Average Remaining Life In Years | 3 years 11 months 1 day | |||
Exercise Price | $ / shares | $ 0.35 | |||
Expiry Date | Mar. 01, 2027 | |||
Exercise Price Range 13 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 950,000 | |||
Options Exercisable | 550,000 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 14,090 | |||
Weighted Average Remaining Life In Years | 3 years 11 months 23 days | |||
Exercise Price | $ / shares | $ 0.35 | |||
Expiry Date | Mar. 24, 2027 | |||
Exercise Price Range 14 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 1,287,500 | |||
Options Exercisable | 0 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 31,329 | |||
Weighted Average Remaining Life In Years | 4 years 5 months 1 day | |||
Exercise Price | $ / shares | $ 0.18 | |||
Expiry Date | Aug. 31, 2027 | |||
Exercise Price Range 16 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 250,000 | |||
Options Exercisable | 0 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 4,289 | |||
Weighted Average Remaining Life In Years | 4 years 5 months 15 days | |||
Exercise Price | $ / shares | $ 0.13 | |||
Expiry Date | Sep. 14, 2027 | |||
Exercise Price Range 17 [Member] | ||||
Statement [Line Items] | ||||
Options Outstanding | 200,000 | |||
Options Exercisable | 0 | |||
Weighted Average Grant Date Fair Value Vested | $ | $ 1,738 | |||
Weighted Average Remaining Life In Years | 4 years 7 months 24 days | |||
Exercise Price | $ / shares | $ 0.20 | |||
Expiry Date | Nov. 21, 2027 |
SHARE BASED PAYMENTS (Details N
SHARE BASED PAYMENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||
Sep. 14, 2022 USD ($) | Mar. 31, 2023 $ / shares | Feb. 22, 2023 USD ($) shares | Nov. 22, 2022 USD ($) | Nov. 21, 2022 USD ($) $ / shares | Aug. 31, 2022 USD ($) | Mar. 23, 2022 USD ($) $ / shares | Feb. 28, 2022 USD ($) | Feb. 15, 2022 $ / shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 USD ($) | Nov. 21, 2024 USD ($) | Sep. 14, 2024 USD ($) | Aug. 31, 2024 USD ($) | Nov. 21, 2023 USD ($) | Sep. 14, 2023 USD ($) | Aug. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) shares | Mar. 24, 2023 USD ($) shares | Mar. 16, 2023 $ / shares shares | Mar. 10, 2023 shares | Feb. 22, 2023 CAD ($) $ / shares shares | Jan. 11, 2023 shares | Dec. 31, 2022 $ / shares shares | Dec. 23, 2022 $ / shares | Nov. 22, 2022 $ / shares shares | Nov. 21, 2022 CAD ($) $ / shares shares | Sep. 14, 2022 $ / shares | Sep. 14, 2022 USD ($) shares | Aug. 31, 2022 $ / shares | Aug. 31, 2022 USD ($) shares | Jul. 27, 2022 shares | Jul. 26, 2022 shares | Jun. 30, 2022 $ / shares | Mar. 23, 2022 CAD ($) $ / shares shares | Feb. 28, 2022 $ / shares shares | Feb. 15, 2022 USD ($) $ / shares shares | |
Statement [Line Items] | ||||||||||||||||||||||||||||||||||||||
Estimated Life | 5 years | 5 years | 10 years | 5 years | 4 years 3 months 18 days | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||
Risk Free Interest Rate | 3.37% | 3.34% | 3.37% | 3.26% | 1.64% | 3.39% | 3.34% | 2.20% | 1.64% | 1.82% | ||||||||||||||||||||||||||||
Exercise price | (per share) | $ 0.20 | $ 0.35 | $ 0.20 | $ 0.18 | $ 0.35 | |||||||||||||||||||||||||||||||||
Expected Volatility | 66.72% | 52.68% | 66.72% | 65.34% | 44.92% | 51.81% | 52.68% | 46.92% | 46.95% | 46.92% | ||||||||||||||||||||||||||||
Share price | (per share) | 0.16 | $ 0.23 | 0.16 | $ 0.16 | $ 0.13 | $ 0.19 | ||||||||||||||||||||||||||||||||
Expected Dividend Yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||||||
Number Of Options Granted | 1,000,000 | 312,500 | 3,000,000 | 1,000,000 | 1,775,861 | 200,000 | 600,000 | 250,000 | 1,287,500 | 950,000 | ||||||||||||||||||||||||||||
RSUs were exercised | 2,231,112 | |||||||||||||||||||||||||||||||||||||
Options Exrecisable Price | (per share) | $ 0.16 | $ 0.35 | $ 0.16 | $ 0.40 | $ 0.13 | $ 0.20 | $ 0.35 | $ 0.13 | ||||||||||||||||||||||||||||||
Options Expiration Date | Sep. 14, 2027 | Aug. 31, 2027 | Feb. 22, 2033 | Nov. 21, 2027 | Mar. 01, 2027 | Aug. 31, 2027 | Mar. 24, 2027 | Mar. 01, 2027 | Feb. 16, 2027 | |||||||||||||||||||||||||||||
RSUs were cancelled | 30,000 | |||||||||||||||||||||||||||||||||||||
Fair Market Value Of Options | $ 16,348 | $ 72,541 | $ 16,716 | $ 10,547 | $ 71,952 | $ 150,000 | $ 10,541 | |||||||||||||||||||||||||||||||
Fair Market Value Of Options, Shares | $ | $ 750,000 | $ 100,000 | $ 125,000 | $ 643,750 | $ 100,000 | $ 125,000 | $ 643,750 | $ 2,231,112 | ||||||||||||||||||||||||||||||
Weighted Average Share Price | (per share) | $ 0.13 | $ 0.46 | $ 0.125 | $ 0.11 | $ 0.19 | $ 0.12 | $ 0.105 | $ 0.23 | ||||||||||||||||||||||||||||||
Issuance Of Replacement Options | 1,400,000 | 200,000 | ||||||||||||||||||||||||||||||||||||
Weighted Average Options Exercise Price | $ / shares | $ 0.48 | |||||||||||||||||||||||||||||||||||||
Share Based Compensation | $ 1,479 | $ 3,142 | $ 1,096 | |||||||||||||||||||||||||||||||||||
Restricted Stock Units RSU [Member] | ||||||||||||||||||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number Of Options Granted | 1,000,000 | 100,000 | 2,261,112 | 1,000,000 | 2,000,000 | 2,000,000 | 1,250,000 | 100,000 | 800,000 | 200,000 | ||||||||||||||||||||||||||||
Share Based Compensation | $ | $ 1,950 | $ 37,255 | $ 10,030 | $ 64,455 | 8,455 | $ 3,674 | $ 270,213 | |||||||||||||||||||||||||||||||
Number Of Share Outstanding | 750,000 | 100,000 | 750,000 | |||||||||||||||||||||||||||||||||||
Number Of Share Outstandings | 4,610,023 | |||||||||||||||||||||||||||||||||||||
Number Of Share Vested | 250,000 | 920,177 | 250,000 | 200,000 | 3,304,281 | 100,000 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||||||||||||||||||
Share Based Compensation | $ | $ 1,950 | $ 28,153 | $ 1,204 | $ 10,030 | $ 13,300 |
WARRANTS (Details)
WARRANTS (Details) - 12 months ended Dec. 31, 2022 | USD ($) $ / shares | CAD ($) |
WARRANTS | ||
Balance At Beginning | $ 46,186,841 | |
Private Placements | 6,000,000 | |
Warrants issued for credit facilitys | 5,277,462 | |
Warrants Expired | $ (12,572,900) | |
Balance At Ending | $ 44,891,403 | |
Weighted Average Exercise Prices, Beginning | $ / shares | $ 0.49 | |
Weighted Average Exercise Prices, Private Placements | $ / shares | 0.20 | |
Weighted Average Exercise Prices Warrants issued for credit facility | $ / shares | 0.14 | |
Weighted Average Exercise Prices, Warrants expired | $ / shares | 0.40 | |
Weighted Average Exercise Prices, Ending | $ / shares | $ 0.49 | |
Grant Date Fair Value, Beginning | 2,287,484 | |
Grant Date Fair Value, Private Placements | 140,677 | |
Grant Date Fair Value, Warrants issued for credit facility | $ 96,359 | |
Grant Date Fair Value, Warrants expired | $ (599,282) | |
Grant Date Fair Value, Ending | $ 1,925,238 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 3 Months Ended | |||
Mar. 31, 2023 $ / shares shares | Aug. 31, 2022 $ / shares | Feb. 28, 2022 $ / shares | Feb. 15, 2022 $ / shares | |
Statement [Line Items] | ||||
Number Of Warrants | 44,891,403 | |||
Weighted average remaining life in years | 3 years 8 months 15 days | |||
Weighted average remaining life in years | 1 year 1 month 28 days | |||
Exercise Price | (per share) | $ 0.20 | $ 0.18 | $ 0.35 | $ 0.35 |
Warrant [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 21,250,000 | |||
Expiry Date | Jul. 22, 2023 | |||
Weighted average remaining life in years | 3 months 21 days | |||
Exercise Price | $ / shares | $ 0.60 | |||
Warrant 1 [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 1,357,441 | |||
Expiry Date | Feb. 19, 2024 | |||
Exercise Price | $ / shares | $ 0.60 | |||
Warrant 2 [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 9,519,000 | |||
Expiry Date | Mar. 04, 2024 | |||
Weighted average remaining life in years | 11 months 4 days | |||
Exercise Price | $ / shares | $ 0.60 | |||
Warrant 3 [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 4,494,286 | |||
Expiry Date | Jun. 30, 2024 | |||
Weighted average remaining life in years | 1 year 3 months | |||
Exercise Price | $ / shares | $ 0.14 | |||
Warrant 4 [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 783,176 | |||
Expiry Date | Jun. 30, 2024 | |||
Weighted average remaining life in years | 1 year 3 months | |||
Exercise Price | $ / shares | $ 0.13 | |||
Warrant 5 [member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 1,487,500 | |||
Expiry Date | Jul. 22, 2024 | |||
Weighted average remaining life in years | 1 year 3 months 21 days | |||
Exercise Price | $ / shares | $ 0.40 | |||
Warrants 6 [Member] | ||||
Statement [Line Items] | ||||
Number Of Warrants | 6,000,000 | |||
Expiry Date | Sep. 30, 2027 | |||
Weighted average remaining life in years | 4 years 6 months | |||
Exercise Price | $ / shares | $ 0.20 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 1 Months Ended | ||||||||||||
Dec. 23, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2023 shares | Feb. 22, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 22, 2022 $ / shares | Nov. 21, 2022 $ / shares | Sep. 14, 2022 $ / shares | Apr. 25, 2022 $ / shares | Feb. 15, 2022 $ / shares | Jul. 27, 2021 shares | |
Statement [Line Items] | |||||||||||||
Dividend Yield | 0% | 0% | |||||||||||
Purchase Price Of Common Shares | $ 0.14 | ||||||||||||
Number of shares issued | shares | 783,176 | 4,494,286 | 12,572,900 | 12,572,900 | |||||||||
Number of shares issued | shares | 1,421,418,000,000 | 1,421,418,000,000 | 1,421,418,000,000 | 2,000,000 | |||||||||
Fair Value Of The Warrants | $ | $ 27,144 | $ 69,215 | |||||||||||
Share Price | $ 0.13 | $ 0.14 | $ 0.05 | ||||||||||
Weighted average share price | (per share) | $ 0.125 | $ 0.105 | $ 0.13 | $ 0.46 | $ 0.11 | $ 0.19 | $ 0.12 | $ 0.23 | |||||
Sexercise prices of Warrants | $ 0.40 | ||||||||||||
Expected Volatility | 78.29% | 48.06% | |||||||||||
Risk-free Interest Rate | 3.90% | 3.10% | |||||||||||
Expected Life | 1 year 6 months | 2 years | |||||||||||
Private Placement | |||||||||||||
Statement [Line Items] | |||||||||||||
Dividend Yield | 0% | ||||||||||||
Purchase Price Of Common Shares | $ 0.40 | ||||||||||||
Number of shares issued | shares | 6,000,000 | ||||||||||||
Fair Value Of The Warrants | $ | $ 140,677 | ||||||||||||
Share Price | $ 0.09 | ||||||||||||
Expected Volatility | 64.69% | ||||||||||||
Risk-free Interest Rate | 3.32% | ||||||||||||
Expected Life | 5 years |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) - 3 months ended Mar. 31, 2023 | USD ($) | CAD ($) |
Balance, December 1, 2021 | $ (90,474) | |
Share Of Profit For The Period | $ 13,718 | |
Non-controlling Interest Acquired On Acquisiton Of Reciprocity | $ 76,756 | |
Balance, March 31, 2023 and December 31, 2022 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 12 Months Ended | 13 Months Ended | |
Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Key Management Compensation: | ||||
Short Term Employee Benefits | $ 552,584 | $ 255,617 | ||
Share-based Payments | 182,040 | 124,578 | $ 182,040 | $ 182,040 |
Short term employee benefits | $ 734,624 | $ 380,195 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 13 Months Ended | ||
Jun. 30, 2022 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | |
Statement [Line Items] | ||||||
Share-based Payments | $ 182,040 | $ 124,578 | $ 182,040 | $ 182,040 | ||
Accounts payable and accrued liabilities | $ 152,097 | $ 406,414 | ||||
Expense reimbursement | 4,323 | |||||
Facility maturity date | June 30, 2023 | |||||
Accrued interest | 80,133 | |||||
Credit facility payable | 825,510 | |||||
Credit facility | ||||||
Statement [Line Items] | ||||||
Proceed from related party | $ 5,000,000 | |||||
Accrued interest | 23,182 | |||||
Legal fees | $ 80,133 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
CONTINGENCIES AND COMMITMENTS | |
Liabilities for related party | $ 259,163 |
Contract Payment Required | 1,200,000 |
Payments Upon Termination | $ 600,000 |
REVENUE AND SEGMENTED INFORMA_3
REVENUE AND SEGMENTED INFORMATION (Details) | 3 Months Ended | 13 Months Ended | |||
Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 CAD ($) | Nov. 30, 2020 CAD ($) | |
Statement [Line Items] | |||||
Non-current Assets | $ 0 | ||||
Cost of sales | $ 3,021,210 | $ 3,394,873 | |||
Gross profit | 2,029,503 | 1,645,201 | |||
USA [Member] | |||||
Statement [Line Items] | |||||
Non-current Assets | 9,142,951 | 11,846,578 | |||
Sponsorship | $ 2,075,709 | 1,823,514 | |||
Winning/player Buyout/other | 84,942 | 0 | |||
Total Team Revenue | 2,160,651 | 1,823,514 | |||
Cost Of Sales | 1,491,993 | 1,077,549 | |||
Gross Profit | 668,658 | 624,863 | |||
Influencer/on Screen Talent Representation | 0 | 0 | $ 0 | ||
Digital Media And Marketing | 2,060,460 | 1,725,815 | |||
Total Agency Revenue | 2,060,460 | 1,725,815 | |||
Cast of sales | 827,919 | 1,100,952 | |||
Gross Profita | 1,232,541 | 624,863 | |||
Content production | 195,229 | ||||
Cost of sales | 169,452 | 153,787 | |||
Gross profit | 25,777 | (31,287) | |||
Canada [Member] | |||||
Statement [Line Items] | |||||
Non-current Assets | 0 | 322,902 | |||
Sponsorship | 0 | 0 | |||
Winning/player Buyout/other | 0 | 0 | |||
Total Team Revenue | 0 | 0 | |||
Cost Of Sales | 0 | 0 | |||
Gross Profit | 0 | 0 | |||
Influencer/on Screen Talent Representation | 0 | 0 | 0 | ||
Digital Media And Marketing | 0 | 0 | |||
Total Agency Revenue | 0 | 0 | 0 | ||
Cast of sales | 0 | 0 | |||
Gross Profita | 0 | 0 | |||
Content production | 0 | 0 | |||
Cost of sales | 0 | 0 | |||
Gross profit | 0 | 0 | |||
Mexico [Member] | |||||
Statement [Line Items] | |||||
Non-current Assets | 322,902 | 79,240 | |||
Sponsorship | 0 | 0 | |||
Winning/player Buyout/other | 0 | 99,848 | |||
Total Team Revenue | 0 | 99,848 | |||
Cost Of Sales | 0 | 51,951 | |||
Gross Profit | 0 | 47,897 | |||
Influencer/on Screen Talent Representation | 0 | 0 | 0 | ||
Digital Media And Marketing | 0 | 0 | |||
Total Agency Revenue | 0 | $ 0 | |||
Cast of sales | 0 | 0 | |||
Gross Profita | 0 | 0 | |||
Content production | 0 | 0 | |||
Cost of sales | 0 | 0 | |||
Gross profit | 0 | 0 | |||
Total [Member] | |||||
Statement [Line Items] | |||||
Non-current Assets | 9,409,671 | 13,620,127 | |||
Sponsorship | 2,075,709 | 1,823,514 | |||
Winning/player Buyout/other | 84,942 | 99,848 | |||
Total Team Revenue | 2,160,651 | 1,923,362 | |||
Cost Of Sales | 1,491,993 | 1,129,500 | |||
Gross Profit | 668,658 | 793,862 | |||
Influencer/on Screen Talent Representation | 634,373 | 1,268,397 | |||
Digital Media And Marketing | 2,060,460 | 1,725,815 | |||
Total Agency Revenue | 2,694,833 | 2,994,212 | |||
Cast of sales | 1,359,765 | 2,111,586 | |||
Gross Profita | 1,335,068 | 882,626 | |||
Content production | 195,229 | 122,500 | |||
Cost of sales | 169,452 | 153,787 | |||
Gross profit | 25,777 | (31,287) | |||
United Kingdon [Member] | |||||
Statement [Line Items] | |||||
Non-current Assets | 266,720 | 1,371,407 | |||
Sponsorship | 0 | 0 | |||
Winning/player Buyout/other | 0 | 0 | |||
Total Team Revenue | 0 | 0 | |||
Cost Of Sales | 0 | 0 | |||
Gross Profit | 0 | 0 | |||
Influencer/on Screen Talent Representation | 634,343 | 1,268,397 | |||
Digital Media And Marketing | 0 | 0 | |||
Total Agency Revenue | $ 634,343 | 1,268,397 | |||
Cast of sales | 531,846 | 1,010,834 | |||
Gross Profita | $ 102,527 | $ 257,563 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 11, 2023 | Apr. 03, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Jun. 30, 2022 | Apr. 25, 2022 | Apr. 14, 2022 | Jul. 27, 2021 |
Statement [Line Items] | |||||||||
Common stock price per Share | $ 0.13 | $ 0.14 | $ 0.05 | ||||||
Common shares issued | 1,421,418,000,000 | 1,421,418,000,000 | 2,000,000 | ||||||
Common shares outstanding | 44,891,403 | ||||||||
April 11 2023 [Member] | |||||||||
Statement [Line Items] | |||||||||
Subscription Receipts issued | 7,673,000 | ||||||||
Repayment of balance of the Facility | $ 825,810 | ||||||||
Common stock price per Share | $ 1.25 | $ 0.05 | |||||||
Aggregate gross proceeds | $ 9,591,250 | ||||||||
Common shares outstanding | 12,900,000 | ||||||||
April 3 2023 [member] | |||||||||
Statement [Line Items] | |||||||||
Accrued legal fees | $ 80,133 | ||||||||
Covertible common shares stock | 15,000,000 | ||||||||
Proportionate Voting Shares | 150,000 | ||||||||
Common shares issued | 199,000 | ||||||||
April 10 2023 [Member] | |||||||||
Statement [Line Items] | |||||||||
Common shares issued | 1,250,000 |