Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2018 | Dec. 17, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | BODY & MIND INC. | |
Entity Central Index Key | 1,715,611 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 68,479,141 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true |
Consolidated Interim Balance Sh
Consolidated Interim Balance Sheets - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Current | ||
Cash and cash equivalents | $ 100,481 | $ 324,837 |
Amounts receivable | 676,990 | 632,477 |
Prepaids | 170,218 | 99,014 |
Inventory (Note 5) | 1,112,512 | 953,417 |
Total current assets | 2,060,201 | 2,009,745 |
Investment in NMG Ohio LLC (Note 12) | 99,242 | 77,600 |
Property and equipment (Note 4) | 2,590,213 | 2,615,898 |
Brand and licenses (Note 10) | 8,172,000 | 8,172,000 |
Goodwill (Note 10) | 2,635,721 | 2,635,721 |
TOTAL ASSETS | 15,557,377 | 15,510,964 |
Current | ||
Accounts payables | 550,288 | 447,703 |
Accrued liabilities | 95,239 | 95,481 |
Income taxes | 362,913 | 239,358 |
Due to related parties (Note 5) | 10,075 | 51,081 |
Promissory notes(Note 6) | 2,175,000 | 2,175,000 |
Total current liabilities | 3,193,515 | 3,008,623 |
Deferred tax liability | 1,716,120 | 1,716,120 |
TOTAL LIABILITIES | 4,909,635 | 4,724,743 |
STOCKHOLDERS' EQUITY | ||
Capital Stock - Statement 3 (Note 7) Authorized: 900,000,000 Common Shares – Par Value $0.0001 Issued and Outstanding: 47,774,817 (31 July 2018 – 47,774,817) Common Shares | 4,778 | 4,778 |
Additional Paid-in Capital | 16,918,082 | 16,918,082 |
Shares To Be Issued (Note 11) | 103,267 | 103,267 |
Other Comprehensive Income | 605,720 | 532,405 |
Deficit | (6,984,105) | (6,772,311) |
TOTAL STOCKHOLDERS' EQUITY | 10,647,742 | 10,786,221 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 15,557,377 | $ 15,510,964 |
Consolidated Interim Balance _2
Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2018 | Jul. 31, 2018 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 47,774,817 | 47,774,817 |
Common stock, shares outstanding | 47,774,817 | 47,774,817 |
Consolidated Interim Statements
Consolidated Interim Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Consolidated Interim Statements Of Operations | ||
Sales | $ 1,325,978 | |
Sales tax | (131,419) | |
Cost of sales | (737,621) | |
Total | 456,938 | |
General and Administrative Expenses | ||
Accounting and legal (Note 5) | 78,381 | 226,733 |
Consulting fees | 2,600 | 52,560 |
Depreciation | 3,140 | |
Insurance | 22,238 | |
Management fees (Note 7) | 52,844 | 21,940 |
Office and miscellaneous | 85,092 | 62,162 |
Regulatory, filing and transfer agent fees | 7,196 | 10,850 |
Rent | 18,362 | |
Salaries and wages | 194,175 | |
Travel | 2,023 | 2,472 |
Total | (466,051) | (376,717) |
Loss Before Other Items | (9,113) | (376,717) |
Other Items | ||
Foreign exchange, net | (71,554) | (72,903) |
Interest income | 48 | |
Loss of equity investee (Note 12) | (7,620) | |
Write off of amounts receivable | (888) | |
Net Loss for the Year before Income Tax | (88,239) | (450,508) |
Income tax expense | (123,555) | |
Net Loss for the Period | (211,794) | (450,508) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustment | 73,315 | (73,728) |
Comprehensive Loss for the Period | $ (138,479) | $ (524,236) |
Loss per Share - Basic and Diluted | $ 0 | $ (0.02) |
Weighted Average Number of Shares Outstanding | 47,774,817 | 19,137,658 |
Consolidated Interim Statemen_2
Consolidated Interim Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Shares to be issued | Other Comprehensive Income | Deficit | Total |
Beginning Balance, Shares at Jul. 31, 2017 | 19,137,783 | |||||
Beginning Balance, Amount at Jul. 31, 2017 | $ 1,914 | $ 4,954,932 | $ 356,828 | $ (4,991,251) | $ 322,423 | |
Private placements (Note 7), Shares | 9,739,534 | |||||
Private placements (Note 7), Amount | $ 974 | 5,025,520 | 5,026,494 | |||
Acquisition of Nevada Medical Group LLC (Notes 7 and 10), Shares | 18,827,000 | |||||
Acquisition of Nevada Medical Group LLC (Notes 7 and 10), Amount | $ 1,883 | 6,335,482 | 135,202 | 6,472,567 | ||
Issuance of escrowed shares (Notes 7 and 10), Shares | 70,500 | |||||
Issuance of escrowed shares (Notes 7 and 10), Amount | $ 7 | 31,928 | (31,935) | |||
Share issue costs (Note 9) | (219,459) | (219,459) | ||||
Stock-based compensation (Note 7) | 789,679 | 789,679 | ||||
Foreign currency translation adjustment | 175,577 | 175,577 | ||||
Loss for the period | (1,781,060) | (1,781,060) | ||||
Ending Balance, Shares at Jul. 31, 2018 | 47,774,817 | |||||
Ending Balance, Amount at Jul. 31, 2018 | $ 4,778 | 16,918,082 | 103,267 | 532,405 | (6,772,311) | 10,786,221 |
Foreign currency translation adjustment | 73,315 | 73,315 | ||||
Loss for the period | (211,794) | (211,794) | ||||
Ending Balance, Shares at Oct. 31, 2018 | 47,774,817 | |||||
Ending Balance, Amount at Oct. 31, 2018 | $ 4,778 | $ 16,918,082 | $ 103,267 | $ 605,720 | $ (6,984,105) | $ 10,647,742 |
Consolidated Interim Statemen_3
Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Cash Resources Provided By (Used In) Operating Activities | ||
Loss for the period | $ (211,794) | $ (450,508) |
Items not affecting cash: | ||
Depreciation | 69,557 | |
Income tax | 123,555 | |
Foreign exchange | 738 | |
Loss on equity investment | 7,620 | |
Amounts receivable | (115,717) | (25,986) |
Inventory | (159,095) | |
Trade payables and accrued liabilities | 102,343 | 192,330 |
Due to related parties | (41,006) | (4,805) |
Net Cash Used In Operating Activities | (223,799) | (288,969) |
Investing Activities | ||
Investment in Nevada Medical Group, LLC | (92,674) | |
Investment in NMG Ohio LLC | (30,000) | |
Purchase of property and equipment | (43,872) | |
Net Cash Used In Investing Activities | (73,872) | (92,674) |
Financing Activities | ||
Subscription receipts | 4,769,943 | |
Net Cash Provided by Financing Activities | 4,769,943 | |
Effect of exchange rate changes on cash | 73,315 | (73,728) |
Net Increase (Decrease) in Cash | (224,356) | 4,314,572 |
Cash- Beginning | 324,837 | 366,584 |
Cash- Ending | $ 100,481 | $ 4,681,156 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
1. Nature and Continuance of Operations | Body and Mind Inc. (the “Company”) was incorporated on 5 November 1998 in the State of Delaware, USA. On 14 November 2017, the Company acquired Nevada Medical Group, LLC (“NMG”) and changed its name to Body and Mind Inc. The Company is now a supplier and grower of medical and recreational marijuana in the state of Nevada (Note 10). These unaudited consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited consolidated interim financial statements do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended 31 July 2018. The unaudited consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended 31 July 2018. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended 31 October 2018 are not necessarily indicative of the results that may be expected for the year ending 31 July 2019. These unaudited consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. At 31 October 2018, the Company had cash of $100,481 (31 July 2018 – $324,837) and a working capital deficit of $1,133,314 (31 July 2018 –$998,878). Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources will not be adequate to continue operating and maintaining its business strategy for the next 12 months. If the Company is unable to raise additional capital in the near future, management expects that the Company will need to curtail operations, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At 31 October 2018, the Company had incurred losses from activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Principles of Consolidation These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, DEP Nevada Inc. (“Dep Nevada”), incorporated in the State of Nevada on 10 August 2017, andNMG from the date of acquisition on 14 November 2017. All inter-company transactions are eliminated upon consolidation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
2. Recent Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02 (Topic 842) “Leases.” Topic 842 supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840 “Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. Topic 842 is effective for annual reporting periods and interim periods within those years beginning after 15 December 2018. Early adoption by public entities is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and there are certain optional practical expedients that an entity may elect to apply. Full retrospective application is prohibited. The Company is currently evaluating the impact that this new standard will have on its financial statements. In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after 15 December 2019. The Company does not anticipate this amendment to have a significant impact on the financial statements. |
Inventory
Inventory | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
3. Inventory | 31 October 2018 31 July 2018 Raw materials $ 9,321 $ 9,705 Work in progress 252,707 151,039 Finished goods 454,738 567,563 Consumables 395,746 225,110 Total $ 1,112,512 $ 953,417 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
4. Property and Equipment | Office Equipment Cultivation Equipment Production Equipment Kitchen Equipment Vehicles Vault Equipment Leaseholder Improvements Total Cost: Balance, 31 July 2018 $ 24,586 $ 435,109 $ 261,957 $ 27,694 $ 38,717 $ 1,644 $ 1,993,928 $ 2,783,635 Additions 1,739 6,138 1,326 - - - 34,669 43,872 Balance, 31 October 2018 26,325 441,247 263,283 27,694 38,717 1,644 2,028,597 2,827,507 Accumulated Depreciation: Balance, 31 July 2018 3,177 41,169 25,446 2,554 5,500 228 89,663 167,737 Depreciation 1,187 18,145 10,604 1,121 1,954 81 36,465 69,557 Balance, 31 October 2018 4,364 59,314 36,050 3,675 7,454 309 126,128 237,294 Net Book Value: As at 31 July 2018 21,409 393,940 236,511 25,140 33,217 1,416 1,904,265 2,615,898 As at 31 October 2018 $ 21,961 $ 381,933 $ 227,233 $ 24,019 $ 31,263 $ 1,335 $ 1,902,469 $ 2,590,213 |
Related Party Balances and Tran
Related Party Balances and Transactions | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
5. Related Party Balances and Transactions | In addition to those disclosed elsewhere in these consolidated financial statements, related party transactions for the three month period ended 31 October 2018 and 2017 are as follows: a) During the three months ended 31 October 2018, accounting fees of $6,908 (2017 - $3,600) and management fees of $Nil (2017 - $7,200) were paid/accrued to a company controlled by the former Chief Financial Officer and a director of the Company. b) During the three months ended 31 October 2018, management fees of $7,676 (2017 - $Nil) were paid/accrued to companies related to the Chief Executive Officer of the Company. c) During the three months ended 31 October 2018, management fees of $33,654 (2017 - $Nil) were paid/accrued to a company controlled by a director of the Company. d) During the three months ended 31 October 2018, management fees of $11,514 (2017 - $12,000) were paid/accrued to a company controlled by the Chief Financial Officer of the Company. e) During the three months ended 31 October 2018, management fees of $Nil (2017 - $2,740) were paid/accrued to a former Chief Executive Officer of the Company. f) As at 31 October 2018, the Company owed $8,877 (31 July 2018 - $17,028) to the Chief Executive Officer of the Company and a company controlled by him. g) As at 31 October 2018, the Company owed $Nil (31 July 2018 - $4,033) to the Chief Financial Officer of the Company h) As at 31 October 2018, the Company owed $1,198 (31 July 2018 - $1,210) to a director of the Company and a company controlled by him. i) As at 31 October 2018, the Company owed $Nil (31 July 2018 - $28,810) to a director of the Company and a company controlled by him. The above amounts owing to related parties are unsecured, non-interest bearing and are due on demand. In addition, there are amounts owing to related parties resulting from the purchase of NMG (Note 6). |
Promissory Notes
Promissory Notes | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
6. Promissory Notes | In connection with the Acquisition of NMG, on 14 November 2017, the Company issued a promissory notes in the amount of $2,175,000 to NMG Members (Note 10). As these promissory notes are non-interest bearing, they were discounted to a present value of $1,887,863 at a rate of 12%. Both promissory notes are non-interest bearing, secured by the assets of the Company, and due 14 February 2019 or within 30 days from the date of the Company completes a financing of at least $500,000. Any unpaid amounts at maturity will bear interest at a rate of 10% per annum. At 31 July 2018, the promissory notes were accreted to their face value as it was estimated that repayment would occur imminently due to the Company’s fund raising initiatives (Note 13). 31 October 2018 31 July 2018 Balance, beginning $ 2,175,000 $ - Issuance of promissory notes (Note 12) - 1,887,277 Accretion expense - 277,219 Foreign exchange adjustment - 10,504 Balance, ending $ 2,175,000 $ 2,175,000 |
Capital Stock
Capital Stock | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
7. Capital Stock | The Company’s authorized share capital comprises 900,000,000 Common Shares, with a $0.0001 par value per share. On 13 March 2017, a total of 150,000 Class A preferred shares were converted into 500,000 common shares of the Company. On 8 May 2017, the remaining 2,325,500 Class A preferred shares were converted into 7,751,765 common shares of the Company. In connection with the Acquisition, on 14 November 2017, the Company eliminated its authorized Class A Preferred share class and completed a consolidation of its common shares on the basis of three (3) pre-consolidation common shares to one (1) post-consolidation common share. Unless otherwise noted, all figures in the financial statements are retroactively adjusted to reflect the consolidation (Note 10). On 15 August 2017 and 16 August 2017, the Company closed the first two of four tranches of a non-brokered private placement and issued 8,276,294 Subscription Receipts (defined below) at a price of $0.52 (CAD$0.66) per Subscription Receipt for aggregate gross proceeds of $4,270,017 (CAD$5,462,354) (Note 10). On 31 October 2017, the Company closed a third tranche of a non-brokered private placement and issued 757,666 Subscription Receipts at a price of $0.52 (CAD$0.66) per Subscription Receipt for aggregate gross proceeds of $390,822 (CAD$500,060) (Note 10). On 1 November 2017, the Company closed a fourth and final tranche of a non-brokered private placement and issued 68,181 Subscription Receipts at a price of $0.52 (CAD$0.66) per Subscription Receipt for aggregate gross proceeds of $35,169 (CAD$45,000) (Note 10). On 14 November 2017, the Company issued a total of 18,827,000 common shares valued at $6,337,365 in connection with the Acquisition of NMG (Note 10). The Company is obligated to issue 423,000 common shares, which have a fair value of $135,202 (Note 10). On 14 November 2017, a total of 9,102,141 Subscription Receipts converted to 9,102,141 common shares and 9,102,141 share purchase warrants exercisable at CAD $0.66 or CAD$0.90 for a period of 24 months pursuant to the closing of the Acquisition of NMG (Note 10). The Company issued a total of 367,286 brokers’ warrants with a fair value of $62,357 (CAD$78,122) in connection with these financings. The brokers’ warrants are exercisable at CAD$0.90 for a period of 24 months. The Company incurred other share issuance costs of $219,459 (CAD$279,352) in relation to this private placement. On 1 December 2017, the Company closed a non-brokered private placement of 637,393 units at a price of $0.52 (CAD$0.66) per unit for aggregate gross proceeds of $330,486 (CAD$420,680). Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of CAD$0.90 per warrant for a period of 24 months from the closing. On 16 May 2018, the Company issued 70,500 previously escrowed shares with a fair value of $31,935 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 10). Stock options The Company previously approved an incentive stock option plan (the “Plan”), pursuant to which the Company may grant stock options up to an aggregate of 10% of the issued and outstanding common shares in the capital of the Company from time to time. On 24 November 2017, the Company issued an aggregate of 3,850,000 stock options in accordance with the Company’s stock option plan at an exercise price of CDN$0.66 per share for a five year term expiring 24 November 2022. The options were granted to officers, directors and consultants of the Company. The fair value of the stock options was calculated to be $726,578 (CAD$922,403) using the Black-Scholes Option Pricing Model using the following assumptions: Expected life of the options 5 years Expected volatility 198 % Expected dividend yield 0 % Risk-free interest rate 1.63 % On 6 June 2018, the Company issued 175,000 stock options in accordance with the Company’s stock option plan at an exercise price of CDN$0.47 per share for a five year term expiring 6 June 2023. The options were granted to a consultant of the Company. The fair value of the stock options was calculated to be $63,101 (CAD$81,129) using the Black-Scholes Option Pricing Model using the following assumptions: Expected life of the options 5 years Expected volatility 262 % Expected dividend yield 0 % Risk-free interest rate 2.16 % 31 October 2018 31 July 2018 Number of options Exercise Price Number of options Exercise Price Opening balance 4,025,000 CAD$0.65 - - Options granted - - 4,025,000 CAD$0.65 Closing balance 4,025,000 CAD$0.65 4,025,000 CAD$0.65 Share purchase warrants and brokers’ warrants 31 October 2018 31 July 2018 Number of warrants Exercise Price Number of warrants Exercise Price Opening balance 10,106,820 CAD$0.89 - - Warrants issued - - 10,106,820 CAD$0.89 Closing balance 10,106,820 CAD$0.89 10,106,820 CAD$0.89 As at 31 October 2018, the following warrants are outstanding: Number of warrants outstanding and exercisable Exercise price Expiry dates 248,350 CAD$0.66 15 August 2019 58,324 CAD$0.66 16 August 2019 60,612 CAD$0.66 3 November 2019 9,102,141 CAD$0.90 14 November 2019 637,393 CAD$0.90 1 December 2019 10,106,820 |
Segmented Information
Segmented Information | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
8. Segmented Information | The Company’s activities are all in the one industry segment of medical and recreational marijuana. All of the Company’s revenue generating activities and capital assets relate to this segment and are located in the USA. |
Supplemental Disclosures with R
Supplemental Disclosures with Respect to Cash Flows | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
9.Supplemental Disclosures with Respect to Cash Flows | Three Month Period Ended 31 October 2018 2017 Cash paid during the period for interest $ - $ - Cash paid during the period for income taxes $ - $ - |
Business Acquisition
Business Acquisition | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
10. Business Acquisition | On 15 May 2017, the Company entered into an assignment and novation agreement (the “Assignment Agreement”) with Toro Pacific Management Inc. (the “Transferor”) pursuant to which the Transferor assigned a letter of intent (the “LOI”) effective 12 May 2017 to the Company in accordance with its terms. The Assignment Agreement and the LOI contemplated a business combination transaction (the Acquisition”) to acquire all of the issued and outstanding securities of NMG, an arm’s length Nevada-based licensed producer of medical marijuana. As consideration for the Assignment Agreement, the Company will issue to the Transferor 1,000,000 common shares of the Company. On November 13, 2017, the Assignment Agreement was amended, whereby the Company would issue the 1,000,000 common shares as follows: 470,000 common shares to Benjamin Rutledge upon closing of the Acquisition (issued); 60,000 common shares to Chris Hunt upon closing of the Acquisition (issued); 470,000 common shares to the Transferor according to the following schedule: 1/10 of the Transferor’s shares upon closing of the Acquisition (issued); 1/6 of the remaining Transferor’s shares 6 months after closing the Acquisition (issued); 1/5 of the remaining Transferor’s shares 12 months after closing the Acquisition; 1/4 of the remaining Transferor’s shares 18 months after closing the Acquisition; 1/3 of the remaining Transferor’s shares 24 months after closing the Acquisition; 1/2 of the remaining Transferor’s shares 30 months after closing the Acquisition; and of the remaining Transferor’s shares 36 months after closing the Acquisition. The remaining 423,000 shares to be issued to the Transferor are over the 36 month period included in equity as shares to be issued with a total fair value of $135,202 (Note 9). On 14 September 2017, the Company and Dep Nevada entered into a definitive agreement (the “Share Exchange Agreement”) with NMG. Pursuant to the Share Exchange Agreement, Dep Nevada acquired all of the issued and outstanding securities of NMG in exchange for the issuance of the Company’s common shares and certain cash and other non-cash consideration (the “Acquisition”). The Company completed a concurrent financing consisting of 9,102,141 subscription receipts of the Company (the “Subscription Receipts”), at an issue price of CAD$0.66 per Subscription Receipt, with each Subscription Receipt being automatically converted, at no additional cost to the subscriber, upon the completion of the Acquisition for one common share and one share purchase warrant exercisable at a price of CAD$0.90 for a period of 24 months from the date of issuance. Each warrant is subject to acceleration provisions following the six-month anniversary of the date of closing, if the closing trading price of the common shares is equal to or greater than CAD$1.20 for seven consecutive trading days, at which time the Company may accelerate the expiry date of the warrants by issuing a press release announcing the reduced warrant term whereupon the warrant will expire 21 calendar days after the date of such press release. These Subscription Receipts were recognized as liability on initial receipt. During the year ended 31 July, 2018, the Acquisition closed and the shares were issued; therefore the Subscription Receipts were reclassified from liability to equity on conversion to common shares. On 14 November 2017, the Company closed the Acquisition, and acquired all of the issued and outstanding membership units of NMG (the “Units”). In consideration for the Units, the Company issued to the NMG Members an aggregate of 16,000,000 common shares with a fair value of $5,386,155 as well as a cash payment of $2,309,000 pro rata amongst the NMG members and promissory notes to the NMG members in the aggregate amount of $2,175,000. The Company also issued 2,037,879 common shares to TI Nevada with a fair value of $685,788, 212,121 common shares to Charles Fox with a fair value of $71,383, 47,000 common shares to Toro Pacific Management Inc. with a fair value of $15,816, 60,000 common shares to Chris Hunt with a fair value of $20,192, and 470,000 common shares to Benjamin Rutledge with a fair value of $159,114 in connection with the Acquisition. The Company has an obligation to issue a further 423,000 common shares to Toro Pacific Management Inc., which had a fair value of $135,202 on the date of acquisition. The Company recognized $330,324 in transaction costs in connection with the shares issued to non-NMG members. The promissory notes totalling $2,175,000 were discounted to a present value of $1,887,277 (Note 6). In connection with the closing of the Acquisition, the net proceeds of the Company’s private placements of Subscription Receipts in support of the Acquisition was released to the Company from escrow. Immediately prior to closing of the Acquisition, the Company completed a consolidation of its common shares on the basis of three (3) pre-consolidation common shares to one (1) post-consolidation common share, as well a name change, changing the name of the Company from Deploy Technologies, Inc. to Body and Mind Inc. The Company eliminated its authorized Class A Preferred shares (Note 7). As a result of the acquisition of NMG, the Company changed its business focus to growing and supplying medical and recreational marijuana in the state of Nevada. The acquisition of NMG was accounted for as a business combination, in which the assets acquired and the liabilities assumed are recorded at their estimated fair values. The allocation of the purchase consideration is as follows: Purchase consideration Share considerations $ 6,143,326 Cash considerations 2,309,000 Promissory notes issued 1,887,277 TOTAL 10,339,603 Assets acquired: Cash 260,842 Amounts receivable 253,697 Prepaid expenses 44,552 Inventory 498,680 Property and equipment 1,951,696 Brand 247,000 Licenses 7,925,000 Liabilities assumed: Trade payable and accrued liabilities (367,385 ) Loans payable (250,000 ) Deferred tax liability (2,860,200 ) Net assets acquired 7,703,882 Goodwill 2,635,721 TOTAL $ 10,339,603 Goodwill recognized comprises the assembled workforce and their knowledge with respect to NMG, regulatory affairs and the cannabis industry; and expected revenue growth and future market development with legalization of recreational cannabis in Nevada. |
Commitments and Others
Commitments and Others | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
11. Commitments and Others | a) On 11 November 2014, NMG entered into a five year lease for its premises. The Company has five options to extend the lease and each option is for five years. The monthly rent was $12,500, increased to $15,000 on 1 January 2018. The guaranteed minimum monthly rent is subject to a 3% increase on each anniversary date of the lease. b) On 14 November 2017, the Company entered into the following consulting agreements: i. $16,667 per month to TI Nevada for a term of three years; and ii. CAD$10,000 per month to Toro Pacific Management Inc., which is controlled by an officer of the Company. c) On 30 October 2018 the Company entered into a strategic investment agreement (the “Investment Agreement”) with Australis Capital Inc. (“Australis”) (Note 15). Pursuant to the terms of the Investment Agreement, Australis will acquire (i) 16,000,000 units (the “Units”) of the Company, each comprised of one common share (a “Common Share”) and one common share purchase warrant (a Warrant”) of the Company, at a purchase price of CAD$0.40 per Unit for gross proceeds of CAD$6,400,000, and (ii) CAD$1,600,000 principal amount 8% unsecured convertible debentures (the Debentures”) of the Company maturing two years following the date of issue (collectively, the “Financing”). Each Warrant is exercisable to acquire one Common Share of the Company at an exercise price of CAD$0.50 per share for a period of two years, subject to adjustment and acceleration in certain circumstances. The Debentures will bear interest from the date of issuance (the “Issue Date”) at a rate of 8% per annum, calculated and payable semi-annually, in arrears. Repayment of the then outstanding principal amount of the Debentures, together with any accrued and unpaid interest thereon, is to be made on or prior to the date that is two years from the Issue Date (the “Maturity Date”). The Debentures are convertible at the option of Australis into Common Shares at a conversion price equal to CAD$0.55 per Common Share up to the Maturity Date, subject to adjustment and acceleration in certain circumstances. Under the terms of the Investment Agreement, the parties have agreed to negotiate in good faith a license agreement pursuant to which the Company will grant Australis an exclusive and assignable license to use the BaM brand outside of the United States of America on commercially reasonable terms. In addition, the Company will enter into a commercial advisory agreement with Australis Capital (Nevada) Inc. (“Australis Nevada”), a wholly-owned subsidiary of Australis, pursuant to which Australis Nevada will provide advisory and consulting services to the Company for a term ending on the date that is the earlier of: (i) five years following the closing of the transactions contemplated by the Investment Agreement, and (ii) the date Australis no longer holds 10% or more of the issued and outstanding Common Shares. Subject to certain exceptions, Australis will be entitled to maintain its’ pro rata interest in the Company until such time as it no longer holds 10% or more of the issued and outstanding Common Shares. Subject to applicable laws and the rules of the Canadian Securities Exchange , for as long as Australis owns at least 10% of the issued and outstanding Common Shares, Australis will be entitled to nominate one director for election to the Board of Directors of the Company (the “Board”). If Australis exercises all of the Warrants and converts all of the Debentures purchased in the Financing, Australis will be entitled to nominate a second director for election to the Board. |
Investment in NMG Ohio LLC
Investment in NMG Ohio LLC | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
12. Investment in NMG Ohio LLC | On 7 June 2018, the Company acquired a 30% interest in NMG Ohio LLC (“NMG Ohio”). As at 31 October 2018, the Company had an investment of $99,242 (31 July 2018 - $77,600) in NMG Ohio. The investment is accounted for using the equity method of accounting. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
13. Subsequent Events | On 2 November 2018, the Company executed the Investment Agreement and completed the sale of securities pursuant to the Investment Agreement (Note 11). On 29 November 2018, the Company and Australis Capital Inc. announced an investment by the Company into Green Light District Holdings, Inc. (“GLDH”) by way of a $5,200,000 senior secured convertible note at a rate equal to 20% per annum. The note is convertible into 89.75% of the shares of GLDH at the option of the Company. In addition, the Company has an agreement to issue additional consideration to David Barakett totalling $6,297,580 payable in common shares of the Company at a price of CAD$0.7439 upon meeting certain milestones. The price was calculated using a 5-day volume weighted average price as of 28 November 2018. Australis Capital Inc. provided the Company a two-year USD $4,000,000 loan (“AUSA Debt Financing”) by way of a senior secured note bearing an interest rate of 15% per annum. The terms require semi-annual interest payments unless the Company elects to accrue the interest by adding it to the principal amount of the debt facility. The Company will maintain prepayment rights at any time, in any amount, unless it is within the first year in which case the Company will be required to pay a 5% prepayment penalty on the amount repaid. Additionally, Australis Capital Inc. exercised USD $1.2m in warrants they held in the Company at an exercise price of CAD $0.50, which equated to 3,206,160 common shares. The Company paid a finance fee to Australis Capital Inc. in the amount of 1,105,083 common shares of the Company at a deemed price of CAD $0.72 per share. The Company also paid a financial advisory fee of CAD $150,000. On 11 December 2018, the Company granted an aggregate of 2,050,000 stock options to newly appointed management personnel, in additional to current directors, officers, employees and consultants of the Company, at an exercise price of CAD$0.57 per share for a five year term expiring 10 December 2023. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Inventory Tables Abstract | |
Schedule of inventory Table | 31 October 2018 31 July 2018 Raw materials $ 9,321 $ 9,705 Work in progress 252,707 151,039 Finished goods 454,738 567,563 Consumables 395,746 225,110 Total $ 1,112,512 $ 953,417 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Property And Equipment | |
Property and Equipment | Office Equipment Cultivation Equipment Production Equipment Kitchen Equipment Vehicles Vault Equipment Leaseholder Improvements Total Cost: Balance, 31 July 2018 $ 24,586 $ 435,109 $ 261,957 $ 27,694 $ 38,717 $ 1,644 $ 1,993,928 $ 2,783,635 Additions 1,739 6,138 1,326 - - - 34,669 43,872 Balance, 31 October 2018 26,325 441,247 263,283 27,694 38,717 1,644 2,028,597 2,827,507 Accumulated Depreciation: Balance, 31 July 2018 3,177 41,169 25,446 2,554 5,500 228 89,663 167,737 Depreciation 1,187 18,145 10,604 1,121 1,954 81 36,465 69,557 Balance, 31 October 2018 4,364 59,314 36,050 3,675 7,454 309 126,128 237,294 Net Book Value: As at 31 July 2018 21,409 393,940 236,511 25,140 33,217 1,416 1,904,265 2,615,898 As at 31 October 2018 $ 21,961 $ 381,933 $ 227,233 $ 24,019 $ 31,263 $ 1,335 $ 1,902,469 $ 2,590,213 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Promissory Notes | |
Schedule of promissory notes tables | 31 October 2018 31 July 2018 Balance, beginning $ 2,175,000 $ - Issuance of promissory notes (Note 12) - 1,887,277 Accretion expense - 277,219 Foreign exchange adjustment - 10,504 Balance, ending $ 2,175,000 $ 2,175,000 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Schedule of assumptions used | Expected life of the options 5 years Expected volatility 198 % Expected dividend yield 0 % Risk-free interest rate 1.63 % |
Schedule of fair value of stock options | Expected life of the options 5 years Expected volatility 262 % Expected dividend yield 0 % Risk-free interest rate 2.16 % |
Schedule of warrants outstanding | Number of warrants outstanding and exercisable Exercise price Expiry dates 248,350 CAD$0.66 15 August 2019 58,324 CAD$0.66 16 August 2019 60,612 CAD$0.66 3 November 2019 9,102,141 CAD$0.90 14 November 2019 637,393 CAD$0.90 1 December 2019 10,106,820 |
Warrants [Member] | |
Schedule of fair value of stock options | 31 October 2018 31 July 2018 Number of warrants Exercise Price Number of warrants Exercise Price Opening balance 10,106,820 CAD$0.89 - - Warrants issued - - 10,106,820 CAD$0.89 Closing balance 10,106,820 CAD$0.89 10,106,820 CAD$0.89 |
Stock Options [Member] | |
Schedule of fair value of stock options | 31 October 2018 31 July 2018 Number of options Exercise Price Number of options Exercise Price Opening balance 4,025,000 CAD$0.65 - - Options granted - - 4,025,000 CAD$0.65 Closing balance 4,025,000 CAD$0.65 4,025,000 CAD$0.65 |
Supplemental Disclosures with_2
Supplemental Disclosures with Respect to Cash Flows (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Supplemental Disclosures With Respect To Cash Flows | |
Schedule of cash flow supplemental disclosures | Three Month Period Ended 31 October 2018 2017 Cash paid during the period for interest $ - $ - Cash paid during the period for income taxes $ - $ - |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Business Acquisition | |
Schedule of business acquisitions by acquisition | Purchase consideration Share considerations $ 6,143,326 Cash considerations 2,309,000 Promissory notes issued 1,887,277 TOTAL 10,339,603 Assets acquired: Cash 260,842 Amounts receivable 253,697 Prepaid expenses 44,552 Inventory 498,680 Property and equipment 1,951,696 Brand 247,000 Licenses 7,925,000 Liabilities assumed: Trade payable and accrued liabilities (367,385 ) Loans payable (250,000 ) Deferred tax liability (2,860,200 ) Net assets acquired 7,703,882 Goodwill 2,635,721 TOTAL $ 10,339,603 |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 31, 2018 | Jul. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | |
Nature And Continuance Of Operations | ||||
State of incorporation | Delaware | |||
Date of incorporation | Nov. 5, 1998 | |||
Cash and cash equivalents | $ 100,481 | $ 324,837 | $ 4,681,156 | $ 366,584 |
Working capital deficit | $ (1,133,314) | $ (998,878) |
Inventory (Details)
Inventory (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 |
Inventory Details Abstract | ||
Raw materials | $ 9,321 | $ 9,705 |
Work in progress | 252,707 | 151,039 |
Finished goods | 454,738 | 567,563 |
Consumables | 395,746 | 225,110 |
Total | $ 1,112,512 | $ 953,417 |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Cost | |
Balance, 31 July 2018 | $ 2,783,635 |
Additions | 43,872 |
Balance, 31 October 2018 | 2,827,507 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 167,737 |
Depreciation | 69,557 |
Balance, 31 October 2018 | 237,294 |
Net Book Value | |
As at 31 July 2018 | 2,615,898 |
As at 31 October 2018 | 2,590,213 |
Office Equipment [Member] | |
Cost | |
Balance, 31 July 2018 | 24,586 |
Additions | 1,739 |
Balance, 31 October 2018 | 26,325 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 3,177 |
Depreciation | 1,187 |
Balance, 31 October 2018 | 4,364 |
Net Book Value | |
As at 31 July 2018 | 21,409 |
As at 31 October 2018 | 21,961 |
Cultivation equipment [Member] | |
Cost | |
Balance, 31 July 2018 | 435,109 |
Additions | 6,138 |
Balance, 31 October 2018 | 441,247 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 41,169 |
Depreciation | 18,145 |
Balance, 31 October 2018 | 59,314 |
Net Book Value | |
As at 31 July 2018 | 393,940 |
As at 31 October 2018 | 381,933 |
Production Equipment [Member] | |
Cost | |
Balance, 31 July 2018 | 261,957 |
Additions | 1,326 |
Balance, 31 October 2018 | 263,283 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 25,446 |
Depreciation | 10,604 |
Balance, 31 October 2018 | 36,050 |
Net Book Value | |
As at 31 July 2018 | 236,511 |
As at 31 October 2018 | 227,233 |
Kitchen equipment [Member] | |
Cost | |
Balance, 31 July 2018 | 27,694 |
Additions | |
Balance, 31 October 2018 | 27,694 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 2,554 |
Depreciation | 1,121 |
Balance, 31 October 2018 | 3,675 |
Net Book Value | |
As at 31 July 2018 | 25,140 |
As at 31 October 2018 | 24,019 |
Vehicles [Member] | |
Cost | |
Balance, 31 July 2018 | 38,717 |
Additions | |
Balance, 31 October 2018 | 38,717 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 5,500 |
Depreciation | 1,954 |
Balance, 31 October 2018 | 7,454 |
Net Book Value | |
As at 31 July 2018 | 33,217 |
As at 31 October 2018 | 31,263 |
Vault equipment [Member] | |
Cost | |
Balance, 31 July 2018 | 1,644 |
Additions | |
Balance, 31 October 2018 | 1,644 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 228 |
Depreciation | 81 |
Balance, 31 October 2018 | 309 |
Net Book Value | |
As at 31 July 2018 | 1,416 |
As at 31 October 2018 | 1,335 |
Leaseholder Improvements [Member] | |
Cost | |
Balance, 31 July 2018 | 1,993,928 |
Additions | 34,669 |
Balance, 31 October 2018 | 2,028,597 |
Accumulated Depreciation | |
Balance, 31 July 2018 | 89,663 |
Depreciation | 36,465 |
Balance, 31 October 2018 | 126,128 |
Net Book Value | |
As at 31 July 2018 | 1,904,265 |
As at 31 October 2018 | $ 1,902,469 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | |
Due to related party | $ 10,075 | $ 51,081 | |
Director one [Member] | |||
Due to related party | 28,810 | ||
Director [Member] | |||
Management fees | 33,654 | ||
Due to related party | 1,198 | 1,210 | |
Chief Financial Officer [Member] | |||
Management fees | 11,514 | 12,000 | |
Due to related party | 4,033 | ||
Chief Executive Officer [Member] | |||
Management fees | 7,676 | ||
Due to related party | 8,877 | $ 17,028 | |
Former Chief Executive Officer [Member] | |||
Management fees | 2,740 | ||
Chief Financial Officer and director [Member] | |||
Accounting fees | 6,908 | 3,600 | |
Management fees | $ 7,200 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jul. 31, 2018 | |
Promissory Notes Details Abstract | ||
Balance, beginning | $ 2,175,000 | |
Issuance of promissory notes (Note 12) | 1,887,277 | |
Accretion expense | 277,219 | |
Foreign exchange adjustment | 10,504 | |
Balance, ending | $ 2,175,000 | $ 2,175,000 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) | Nov. 14, 2017USD ($) |
TI Nevada [Member] | |
Promissory note | $ 500,000 |
NMG [Member] | |
Promissory note | $ 2,175,000 |
Present value factor | 12.00% |
Present value of promissory note | $ 1,887,863 |
Debt maturity date | Feb. 14, 2019 |
Debt in default, interest rate description | Any unpaid amounts at maturity will bear interest at a rate of 10% per annum |
Capital Stock (Details)
Capital Stock (Details) | Jun. 06, 2018 | Nov. 24, 2017 |
Capital Stock | ||
Expected life of the options | 5 years | 5 years |
Expected volatility | 262.00% | 198.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.16% | 1.63% |
Capital Stock (Details 1)
Capital Stock (Details 1) - Stock Options [Member] - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 24, 2017 | Oct. 31, 2018 | Jul. 31, 2018 | |
Opening balance | 4,025,000 | ||
Options granted | 3,850,000 | 4,025,000 | |
Closing balance | 4,025,000 | 4,025,000 | |
Weighted average exercise price, opening balance | $ 0.65 | ||
Weighted average exercise price, options granted | $ 0.66 | 0.65 | |
Weighted average exercise price, closing balance | $ 0.65 | $ 0.65 |
Capital Stock (Details 2)
Capital Stock (Details 2) - Warrants [Member] | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2018USD ($)shares | Oct. 31, 2018$ / shares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018$ / shares | |
Opening balance | shares | 10,106,820 | |||
Warrants issued | $ | $ 10,106,820 | |||
Closing balance | shares | 10,106,820 | 10,106,820 | ||
Weighted average exercise price, opening balance | (per share) | $ 0.89 | |||
Weighted average exercise price, options granted | $ / shares | $ 0.89 | |||
Weighted average exercise price, closing balance | $ / shares | $ 0.89 | $ 0.89 |
Capital Stock (Details 3)
Capital Stock (Details 3) | 3 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Number of warrants outstanding and exercisable | 10,106,820 |
Range One [Member] | |
Number of warrants outstanding and exercisable | 248,350 |
Exercise price | $ / shares | $ 0.66 |
Expiry dates | 15 August 2019 |
Range Two [Member] | |
Number of warrants outstanding and exercisable | 58,324 |
Exercise price | $ / shares | $ 0.66 |
Expiry dates | 16 August 2019 |
Range Three [Member] | |
Number of warrants outstanding and exercisable | 60,612 |
Exercise price | $ / shares | $ 0.66 |
Expiry dates | 3 November 2019 |
Range Four [Member] | |
Number of warrants outstanding and exercisable | 9,102,141 |
Exercise price | $ / shares | $ 0.90 |
Expiry dates | 14 November 2019 |
Range Five [Member] | |
Number of warrants outstanding and exercisable | 637,393 |
Exercise price | $ / shares | $ 0.90 |
Expiry dates | 1 December 2019 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Jun. 06, 2018USD ($)shares | Jun. 06, 2018$ / shares | Dec. 01, 2017USD ($)$ / sharesshares | Nov. 14, 2017USD ($)shares | Nov. 14, 2017USD ($)$ / sharesshares | Nov. 01, 2017USD ($)$ / sharesshares | Aug. 15, 2017USD ($)$ / sharesshares | May 08, 2017shares | Mar. 13, 2017shares | Nov. 24, 2017USD ($)shares | Nov. 24, 2017$ / shares | Oct. 31, 2017USD ($)$ / sharesshares | Aug. 16, 2017USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares | Oct. 31, 2018$ / shares$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018$ / shares$ / sharesshares | May 16, 2018USD ($)shares |
Capital stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Capital stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | ||||||||||||||
Preferred stock converted into common shares | 7,751,765 | 500,000 | ||||||||||||||||
Fair value of warrant | $ | $ 62,357 | |||||||||||||||||
Warrants shares issued | 367,286 | 367,286 | ||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.90 | |||||||||||||||||
Share issuance costs | $ | $ 219,459 | |||||||||||||||||
Warrant exercisable period | 24 months | |||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Stock options granted | 3,850,000 | 4,025,000 | ||||||||||||||||
Exercise price | $ / shares | $ 0.66 | $ 0.65 | ||||||||||||||||
Term of options | 5 years | |||||||||||||||||
Expiry period | Nov. 24, 2022 | |||||||||||||||||
Fair value of stock options | $ | $ 726,578 | |||||||||||||||||
Stock Options [Member] | Consultant [Member] | ||||||||||||||||||
Stock options granted | 175,000 | |||||||||||||||||
Exercise price | $ / shares | $ 0.47 | |||||||||||||||||
Term of options | 5 years | |||||||||||||||||
Expiry period | Jun. 6, 2023 | |||||||||||||||||
Fair value of stock options | $ | $ 63,101 | |||||||||||||||||
NMG [Member] | ||||||||||||||||||
Common stock shares issued | 18,827,000 | |||||||||||||||||
Common stock value | $ | $ 6,337,365 | |||||||||||||||||
Number of warrants purchase exercisable shares | 9,102,141 | 9,102,141 | ||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.66 | |||||||||||||||||
Share issuance costs | $ | $ 219,459 | |||||||||||||||||
Term of options | 24 months | |||||||||||||||||
Business acquisition shares issued or issuable | 423,000 | |||||||||||||||||
Business acquisition, fair value of shares issued or issuable | $ | $ 135,202 | $ 135,202 | ||||||||||||||||
Toro Pacific Management Inc. [Member] | ||||||||||||||||||
Escrowed shares issued | 70,500 | |||||||||||||||||
Escrowed shares fair value | $ | $ 31,935 | |||||||||||||||||
Class A Preferred Shares | ||||||||||||||||||
Converted preferred stock | 2,325,500 | 150,000 | ||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Private placements shares issued | 637,393 | |||||||||||||||||
Subscription receipts per price | $ / shares | $ 0.52 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 330,486 | |||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.90 | |||||||||||||||||
Warrant exercisable period | 24 months | |||||||||||||||||
Private Placement [Member] | Tranches One [Member] | ||||||||||||||||||
Private placements shares issued | 8,276,294 | |||||||||||||||||
Subscription receipts per price | $ / shares | $ 0.52 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 4,270,017 | |||||||||||||||||
Private Placement [Member] | Tranches Two [Member] | ||||||||||||||||||
Private placements shares issued | 8,276,294 | |||||||||||||||||
Subscription receipts per price | $ / shares | $ 0.52 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 4,270,017 | |||||||||||||||||
Private Placement [Member] | Tranches Three [Member] | ||||||||||||||||||
Private placements shares issued | 757,666 | |||||||||||||||||
Subscription receipts per price | $ / shares | $ 0.52 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 390,822 | |||||||||||||||||
Private Placement [Member] | Tranches Four [Member] | ||||||||||||||||||
Private placements shares issued | 68,181 | |||||||||||||||||
Subscription receipts per price | $ / shares | $ 0.52 | |||||||||||||||||
Proceeds from issuance of private placement | $ | $ 35,169 |
Supplemental Disclosures with_3
Supplemental Disclosures with Respect to Cash Flows (Details) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Supplemental Disclosures With Respect To Cash Flows Details Abstract | ||
Cash paid during the period for interest | ||
Cash paid during the period for income taxes |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 |
Purchase consideration | ||||
Cash considerations | $ 100,481 | $ 324,837 | $ 4,681,156 | $ 366,584 |
Promissory notes issued | 2,175,000 | 2,175,000 | ||
Assets acquired: | ||||
Amounts receivable | 676,990 | 632,477 | ||
Inventory | 1,112,512 | 953,417 | ||
Property and equipment | 2,590,213 | 2,615,898 | ||
Liabilities assumed: | ||||
Goodwill | 2,635,721 | $ 2,635,721 | ||
NMG [Member] | ||||
Purchase consideration | ||||
Share considerations | 6,143,326 | |||
Cash considerations | 2,309,000 | |||
Promissory notes issued | 1,887,277 | |||
TOTAL | 10,339,603 | |||
Assets acquired: | ||||
Cash | 260,842 | |||
Amounts receivable | 253,697 | |||
Prepaid expenses | 44,552 | |||
Inventory | 498,680 | |||
Property and equipment | 1,951,696 | |||
Brand | 247,000 | |||
Licenses | 7,925,000 | |||
Liabilities assumed: | ||||
Trade payable and accrued liabilities | (367,385) | |||
Loans payable | (250,000) | |||
Deferred tax liability | (2,860,200) | |||
Net assets acquired | 7,703,882 | |||
Goodwill | 2,635,721 | |||
TOTAL | $ 10,339,603 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Nov. 14, 2017 | Nov. 14, 2017 | Nov. 13, 2017 | May 15, 2017 | Oct. 31, 2018 |
Description of subscription receipts under concurrent financing | The Company completed a concurrent financing consisting of 9,102,141 subscription receipts of the Company (the Subscription Receipts), at an issue price of CAD$0.66 per Subscription Receipt, with each Subscription Receipt being automatically converted, at no additional cost to the subscriber, upon the completion of the Acquisition for one common share and one share purchase warrant exercisable at a price of CAD$0.90 for a period of 24 months from the date of issuance. Each warrant is subject to acceleration provisions following the six-month anniversary of the date of closing, if the closing trading price of the common shares is equal to or greater than CAD$1.20 for seven consecutive trading days, at which time the Company may accelerate the expiry date of the warrants by issuing a press release announcing the reduced warrant term whereupon the warrant will expire 21 calendar days after the date of such press release. | ||||
Toro Pacific Management Inc. [Member] | Assignment and Novation Agreement [Member] | |||||
Business acquisition shares issued or issuable | 423,000 | 1,000,000 | |||
Deemed share price | $ 0.66 | ||||
Description for modification of agreement | <font style="font: 10pt Times New Roman, Times, Serif">The Assignment Agreement was amended, whereby the Company would issue the 1,000,000 common shares as follows:</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 33.75pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; font-size-adjust: none; font-stretch: normal"> <tr style="vertical-align: top"> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">a)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">470,000 common shares to Benjamin Rutledge upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">b)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">60,000 common shares to Chris Hunt upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">c)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">470,000 common shares to the Transferor according to the following schedule:</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; font-size-adjust: none; font-stretch: normal"> <tr style="vertical-align: top"> <td style="width: 8%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">a.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/10 of the Transferor’s shares upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">b.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/6 of the remaining Transferor’s shares 6 months after closing the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">c.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/5 of the remaining Transferor’s shares 12 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">d.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/4 of the remaining Transferor’s shares 18 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">e.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/3 of the remaining Transferor’s shares 24 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">f.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/2 of the remaining Transferor’s shares 30 months after closing the Acquisition; and</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">g.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">of the remaining Transferor’s shares 36 months after closing the Acquisition.</font></td></tr> </table> <p style="margin: 0pt; text-align: justify"></p>" id="sjs-D6"><p style="margin: 0pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Assignment Agreement was amended, whereby the Company would issue the 1,000,000 common shares as follows:</font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 33.75pt; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; font-size-adjust: none; font-stretch: normal"> <tr style="vertical-align: top"> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">a)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">470,000 common shares to Benjamin Rutledge upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">b)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">60,000 common shares to Chris Hunt upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">c)</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">470,000 common shares to the Transferor according to the following schedule:</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; font-size-adjust: none; font-stretch: normal"> <tr style="vertical-align: top"> <td style="width: 8%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="width: 4%; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">a.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/10 of the Transferor’s shares upon closing of the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">b.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/6 of the remaining Transferor’s shares 6 months after closing the Acquisition (issued);</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">c.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/5 of the remaining Transferor’s shares 12 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">d.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/4 of the remaining Transferor’s shares 18 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">e.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/3 of the remaining Transferor’s shares 24 months after closing the Acquisition;</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">f.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">1/2 of the remaining Transferor’s shares 30 months after closing the Acquisition; and</font></td></tr> <tr> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif"> </font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">g.</font></td> <td style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">of the remaining Transferor’s shares 36 months after closing the Acquisition.</font></td></tr> </table> <p style="margin: 0pt; text-align: justify"></p> | ||||
Business acquisition, fair value of shares issued or issuable | $ 135,202 | ||||
NMG Acquisition [Member] | NMG [Member] | |||||
Business acquisition shares issued or issuable | 16,000,000 | ||||
Business acquisition, fair value of shares issued or issuable | $ 5,386,155 | $ 5,386,155 | |||
Business acquisition consideration transferred in cash | 2,309,000 | ||||
Promissory note issued | 2,175,000 | $ 2,175,000 | |||
NMG Acquisition [Member] | Toro Pacific Management Inc. [Member] | |||||
Business acquisition shares issued or issuable | 47,000 | ||||
Business acquisition, fair value of shares issued or issuable | $ 15,816 | $ 15,816 | |||
NMG Acquisition [Member] | TI Nevada [Member] | |||||
Business acquisition shares issued or issuable | 2,037,879 | ||||
Business acquisition, fair value of shares issued or issuable | $ 685,788 | 685,788 | |||
Promissory note issued | 2,175,000 | 2,175,000 | |||
Repayment of loan | 330,324 | ||||
Present value of promissory note | $ 1,887,277 | 1,887,277 | |||
NMG Acquisition [Member] | Charles Fox [Member] | |||||
Business acquisition shares issued or issuable | 212,121 | ||||
Business acquisition, fair value of shares issued or issuable | $ 71,383 | $ 71,383 | |||
NMG Acquisition [Member] | Chris Hunt [Member] | |||||
Business acquisition shares issued or issuable | 60,000 | ||||
Business acquisition, fair value of shares issued or issuable | 20,192 | $ 20,192 | |||
NMG Acquisition [Member] | Benjamin Rutledge [Member] | |||||
Business acquisition shares issued or issuable | 470,000 | ||||
Business acquisition, fair value of shares issued or issuable | $ 159,114 | $ 159,114 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Nov. 14, 2017USD ($) | Nov. 11, 2014USD ($) | Oct. 31, 2018 | Oct. 30, 2018CAD ($)$ / sharesshares | Jul. 31, 2018USD ($) | Nov. 14, 2017CAD ($) |
NMG [Member] | ||||||
Term of lease | 5 years | |||||
Description for lease option to extend | The Company has five options to extend the lease and each option is for five years | |||||
Periodic rent payable, amount | $ 12,500 | |||||
Frequency of periodic payment | Monthly | |||||
NMG [Member] | On January 1, 2018 [Member] | ||||||
Description for lease option to extend | <font style="font: 10pt Times New Roman, Times, Serif">The guaranteed minimum monthly rent is subject to a 3% increase on each anniversary date of the lease.</font></p>" id="sjs-D8"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The guaranteed minimum monthly rent is subject to a 3% increase on each anniversary date of the lease.</font></p> | |||||
Periodic rent payable, amount | $ 15,000 | |||||
Frequency of periodic payment | Monthly | |||||
Investment agreement One [Member] | Australis Capital Inc. [Member] | ||||||
Acquired warrant unit price | $ / shares | $ 0.50 | |||||
Unsecured convertible debentures | $ 1,600,000 | |||||
Interest rate | 8.00% | |||||
Investment Agreement [Member] | Australis Capital Inc. [Member] | ||||||
Acquired units | shares | 16,000,000 | |||||
Acquired warrant unit price | $ / shares | $ 0.40 | |||||
Proceeds from warrants | $ 6,400,000 | |||||
Consulting agreement [Member] | TI Nevada [Member] | ||||||
Frequency of periodic payment | Monthly | |||||
Periodic consulting fees payable | $ 16,667 | |||||
Term of contract | 3 years | |||||
Consulting agreement [Member] | Toro Pacific Management Inc. [Member] | ||||||
Periodic consulting fees payable | $ 10,000 |
Investment in NMG Ohio LLC (Det
Investment in NMG Ohio LLC (Details Narrative) - USD ($) | Oct. 31, 2018 | Jul. 31, 2018 | Jun. 07, 2018 |
Investment in NMG Ohio LLC (Note 14) | $ 99,242 | $ 77,600 | |
NMG Ohio LLC [Member] | |||
Ownership percentage | 30.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 11, 2018$ / shares | Dec. 11, 2018$ / shares | Nov. 29, 2018USD ($)shares | Nov. 29, 2018USD ($)$ / sharesshares | Nov. 29, 2018CAD ($)$ / sharesshares | Oct. 30, 2018 |
management personnel [Member] | Subsequent Event [Member] | ||||||
Maturity period | 5 years | 5 years | ||||
Exercised price | $ / shares | $ 0.57 | |||||
Stock option granted | $ / shares | $ 2,050,000 | |||||
Stock option expiration date | 10 DECEMBER 2023 | 10 DECEMBER 2023 | ||||
Australis Capital Inc. [Member] | Investment agreement One [Member] | ||||||
Interest rate | 8.00% | |||||
Australis Capital Inc. [Member] | Subsequent Event [Member] | ||||||
Senior secured convertible note | $ | $ 4,000,000 | $ 4,000,000 | ||||
Interest rate | 15.00% | 15.00% | 15.00% | |||
Warrants exercised, value | $ | $ 1,200,000 | |||||
Exercised price | $ / shares | $ 0.50 | |||||
Warrants exercised, shares | shares | 3,206,160 | |||||
Finance fee | shares | 1,105,083 | 1,105,083 | 1,105,083 | |||
Deemed price | $ / shares | $ 0.72 | |||||
Financial advisory fee | $ | $ 150,000 | |||||
Australis Capital Inc. [Member] | Subsequent Event [Member] | Investment agreement One [Member] | GLDH [Member] | ||||||
Senior secured convertible note | $ | $ 5,200,000 | $ 5,200,000 | ||||
Interest rate | 20.00% | 20.00% | 20.00% | |||
Conversion description | <font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into 89.75% of the shares of GLDH at the option of the Company</font></p>" id="sjs-D21"><p style="text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The note is convertible into 89.75% of the shares of GLDH at the option of the Company</font></p> | |||||
Australis Capital Inc. [Member] | Subsequent Event [Member] | Investment agreement One [Member] | David Barakett [Member] | ||||||
Additional consideration | $ | $ 6,297,580 | $ 6,297,580 | ||||
Price per share | $ / shares | $ 0.7439 |