Cover
Cover - shares | 13 Months Ended | |
Dec. 31, 2021 | May 02, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | GAMESQUARE ESPORTS INC. | |
Entity Central Index Key | 0001867388 | |
Document Type | 20-F | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --11-30 | |
Entity Well Known Seasoned Issuer | No | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 244,381,900 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | Z4 | |
Entity Address Address Line 1 | 150 YORK STREET | |
Entity Address Address Line 2 | SUITE 1008 | |
Entity Address City Or Town | TORONTO | |
Entity Address Country | CA | |
Entity Address Postal Zip Code | M5H 3S5 | |
Auditor Name | Kreston GTA LLP | |
Auditor Location | Markham, Canada | |
Security 12g Title | Common Shares | |
Trading Symbol | GMSQF | |
Entity Interactive Data Current | No | |
Document Shell Company Report | false | |
Document Registration Statement | false | |
Entity Other Identification Type | true | |
Document Accounting Standard | International Financial Reporting Standards | |
Entity Address State Or Province | ON | |
Auditor Firm Id | 6644 | |
Business Contact [Member] | ||
Document Information Line Items | ||
Entity Address Address Line 1 | 150 YORK STREET | |
Entity Address Address Line 2 | SUITE 1008 | |
Entity Address City Or Town | TORONTO | |
Entity Address Postal Zip Code | M5H 3S5 | |
City Area Code | 647 | |
Local Phone Number | 670-2500 | |
Contact Personnel Email Address | KEVIN@GAMESQUARE.COM | |
Contact Personnel Name | KEVIN WRIGHT | |
Entity Address State Or Province | ON |
Consolidated Statements of Fina
Consolidated Statements of Financial Position | Dec. 31, 2021CAD ($) | Nov. 30, 2020CAD ($) |
Assets | ||
Cash | $ 7,642,593 | $ 660,686 |
Amounts Receivable (note 5) | 3,911,638 | 381,749 |
Prepaid Expenses And Deposits | 385,639 | 109,142 |
Other Investments (note 9) | 0 | 62,635 |
Other Current Assets (note 10) | 388,478 | 0 |
Total Current Assets | 12,328,348 | 1,214,212 |
Long-term | ||
Equipment (note 6) | 4,600,404 | 1,419 |
Intangibles (note 7) | 9,339,175 | 2,361,567 |
Goodwill (note 7) | 0 | 2,258,109 |
Right-of-use Asset (note 14) | 3,501,614 | 0 |
Reclamation Deposits (note 8) | 340,443 | 338,606 |
Non-current Assets Held For Sale | 99,535 | 0 |
Total Assets | 30,209,519 | 6,173,913 |
Accounts Payable And Accrued Liabilities (note 19) | 2,796,756 | 845,273 |
Deferred Revenue | 414,628 | 104,630 |
Current Portion Of Lease Liability (note 14) | 382,057 | 0 |
Loan Payable (note 13) | 152,305 | 0 |
Total Current Liabilities | 3,745,746 | 949,903 |
Deferred Consideration On Acquisition Of Code Red (note 4(a)) | 0 | 335,000 |
Lease Liability, Net Of Current Portion (note 14) | 3,421,383 | 0 |
Deferred Tax Liability (note 12) | 347,958 | 464,000 |
Total Liabilities | 7,839,020 | 2,112,836 |
Common Shares (note 15(b)) | 45,690,856 | 6,340,328 |
Share Based Payments Reserve (note 16) | 3,923,193 | 718,951 |
Contingently Issuable Shares (notes 4(d)) | 66,238 | 0 |
Warrants (note 17) | 2,923,808 | 827,461 |
Accumulated Other Comprehensive Income | 221,183 | 884 |
Accumulated Deficit | (30,341,957) | (3,826,547) |
Equity Attributable To Owners Of The Parent | 22,483,321 | 4,061,077 |
Non-controlling Interest (note 18) | (112,822) | 0 |
Total Shareholders' Equity | 22,370,499 | 4,061,077 |
Total Liabilities And Shareholders' Equity | $ 30,209,519 | $ 6,173,913 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income | 12 Months Ended | 13 Months Ended | ||
Nov. 30, 2020CAD ($)$ / sharesshares | Nov. 30, 2019CAD ($)$ / sharesshares | Dec. 31, 2021CAD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | |
Revenue | $ 488,774 | $ 0 | $ 13,687,889 | |
Cost Of Sales | 331,228 | 0 | 9,250,631 | |
Gross Profit (note 24) | 157,546 | 0 | 4,437,258 | |
Other Income | ||||
Interest And Other Income | 1,947 | 0 | 9,645 | |
Total Other Income | 1,947 | 0 | 9,645 | |
Expenses | ||||
Salaries, Consulting And Management Fees (note 19) | 760,648 | 229,200 | 7,617,319 | |
Player Compensation | 0 | 0 | 724,777 | |
Professional Fees | 8,323 | 30,628 | 1,436,522 | |
General Office Expenses | 202,569 | 325 | 1,340,366 | |
Travel Expenses | 4,107 | 0 | 676,221 | |
Shareholder Communications And Filing Fees | 52,229 | 300 | 209,830 | |
Interest Expense | 11,497 | 0 | 181,527 | |
Bad Debt Expense | 74,581 | 0 | 56,318 | |
Foreign Exchange Loss | 5,110 | 18 | 2,972 | |
Change In Provision For Reclamation Deposit (note 8) | 6,308 | 0 | (97,323) | |
Share-based Compensation (note 16) | 709,953 | 2,639 | 3,644,287 | |
Transaction Costs (note 4(b) And (d)) | 1,817,540 | 0 | 9,744,815 | |
Amortization (notes 6, 7 And 14) | 81,433 | 0 | 1,879,825 | |
Impairment On Goodwill (note 7) | 0 | 0 | 2,258,109 | $ 2,258,109 |
Total Expenses | 3,734,298 | 263,110 | 31,102,068 | |
Loss For The Period Before Income Taxes | (3,574,805) | (263,110) | (26,655,165) | |
Income Tax (recovery) (note 12) | (1,697) | 0 | (98,854) | |
Loss For The Period | (3,573,108) | (263,110) | (26,556,311) | |
Items That Will Subsequently Be Reclassified To Operations: | ||||
Foreign Currency Translation | 884 | 0 | 220,299 | |
Total Comprehensive Loss For The Period | (3,572,224) | (263,110) | (26,336,012) | |
(loss) For The Period Attributable To: | ||||
Owners Of The Parent | (3,573,108) | (263,110) | (26,515,410) | |
Non-controlling Interest | 0 | 0 | $ (40,901) | |
Profit/loss For The Period | $ (3,573,108) | $ (263,110) | $ (26,556,311) | |
Basic And Diluted Net Loss Per Share | $ / shares | $ (0.14) | $ (0.04) | $ (0.17) | |
Weighted Average Number Of Common Shares Outstanding - Basic And Diluted (note 20) | shares | 24,995,371 | 6,948,630 | 156,258,509 | 156,258,509 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - CAD ($) | Total | Common Shares | Contingently Issuable Shares and Options | Contributed Surplus | Warrants | Non-Controlling Interest | Accumulated Deficit | Accumulated other comprehensive income |
Balance, Shares at Nov. 30, 2019 | 20,000,000 | |||||||
Balance, Amount at Nov. 30, 2019 | $ 253,264 | $ 513,735 | $ 0 | $ 2,639 | $ 0 | $ 0 | $ (263,110) | $ 0 |
Statement [Line Items] | ||||||||
Net Loss For The Year | (3,573,108) | $ 0 | 0 | 0 | 0 | 0 | (3,573,108) | 0 |
Gamesquare Common Shares And Effect Of Deemed Acquisiton By Gamesquare Inc. At Fair Value Of Capital Consideration (note 25), Shares | 9,996,011 | |||||||
Gamesquare Common Shares And Effect Of Deemed Acquisiton By Gamesquare Inc. At Fair Value Of Capital Consideration (note 25), Amount | 1,881,386 | $ 1,865,356 | 0 | 16,030 | 0 | 0 | 0 | |
Issued On Acquisition Of Code Red (note 4(a)), Shares | 9,300,000 | |||||||
Issued On Acquisition Of Code Red (note 4(a)), Amount | 1,735,473 | $ 1,735,473 | 0 | 0 | 0 | 0 | 0 | 0 |
Private Placement (note 15(b)), Shares | 12,632,900 | |||||||
Private Placement (note 15(b)), Amount | 3,158,225 | $ 2,357,404 | 0 | 0 | 800,821 | 0 | 0 | 0 |
Share Issuance Costs (note 15(b)) | (131,640) | (131,640) | 0 | 0 | 0 | 0 | 0 | 0 |
Broker Warrants (note 17) | 26,640 | 0 | 0 | 0 | 26,640 | 0 | 0 | 0 |
Options Granted (note 16(c)) | 709,953 | 0 | 0 | 709,953 | 0 | 0 | 0 | 0 |
Option Expiry (note 16(a)) | 0 | 0 | 0 | (9,671) | 0 | 0 | 9,671 | 0 |
Other Comprehensive Income | 884 | 0 | 0 | 0 | 0 | 0 | 0 | 884 |
Balance, Amount at Nov. 30, 2020 | 4,061,077 | $ 6,340,328 | 0 | 718,951 | 827,461 | 0 | (3,826,547) | 884 |
Balance, Shares at Nov. 30, 2020 | 51,928,911 | |||||||
Statement [Line Items] | ||||||||
Net Loss For The Year | (26,556,311) | (40,901) | (26,515,410) | |||||
Private Placement (note 15(b)), Amount | 25,014,220 | $ 23,091,436 | 0 | 0 | 1,922,784 | 0 | 0 | 0 |
Share Issuance Costs (note 15(b)) | (1,926,280) | (1,926,280) | 0 | 0 | 0 | 0 | 0 | 0 |
Broker Warrants (note 17) | 0 | $ (204,006) | 0 | 0 | 204,006 | 0 | 0 | 0 |
Other Comprehensive Income | 220,299 | 220,299 | ||||||
Issued On Acquisition Of Reciprocity (note 4(b)), Shares | 43,749,996 | |||||||
Issued On Acquisition Of Reciprocity (note 4(b)), Amount | 7,760,686 | $ 7,345,478 | 0 | 415,208 | 0 | 0 | 0 | 0 |
Contingent Consideration On Acquisition Of Cut&sew (note 4(d)) | 66,238 | 0 | 66,238 | 0 | 0 | 0 | 0 | 0 |
Non-controlling Interest Acquired On Acquisiton Of Reciprocity (note 4(b)) | (71,921) | $ 0 | 0 | 0 | 0 | (71,921) | 0 | 0 |
Issued On Acquisition Of Complexity (note 4(c)), Shares | 83,328,750 | |||||||
Issued On Acquisition Of Complexity (note 4(c)), Amount | 10,035,546 | $ 10,035,546 | 0 | 0 | 0 | 0 | 0 | 0 |
Issued On Acquisition Of Cut&sew (note 4(d)), Shares | 2,000,000 | |||||||
Issued On Acquisition Of Cut&sew (note 4(d)), Amount | 240,866 | $ 240,866 | 0 | 0 | 0 | 0 | 0 | 0 |
Private Placement (note 15(b)), Shares | 61,581,477 | |||||||
Warrants Exercised (note 17), Shares | 480,000 | |||||||
Warrants Exercised (note 17), Amount | 192,000 | $ 222,443 | 0 | 0 | (30,443) | 0 | 0 | 0 |
Options Granted (note 16(a)) | 1,756,693 | $ 0 | 0 | 1,756,693 | 0 | 0 | 0 | 0 |
Option Exercise (note 16(a)), Shares | 312,766 | |||||||
Option Exercise (note 16(a)), Amount | 105,000 | $ 150,045 | 0 | (45,045) | 0 | 0 | 0 | 0 |
Restricted Share Units (note 16(b)) | 1,472,386 | $ 0 | 0 | 1,472,386 | 0 | 0 | 0 | 0 |
Rsus Exercised (note 16(b)), Shares | 1,000,000 | |||||||
Rsus Exercised (note 16(b)), Amount | $ 395,000 | 0 | (395,000) | 0 | 0 | 0 | 0 | |
Balance, Amount at Dec. 31, 2021 | $ 22,370,499 | $ 45,690,856 | $ 66,238 | $ 3,923,193 | $ 2,923,808 | $ (112,822) | $ (30,341,957) | $ 221,183 |
Balance, Shares at Dec. 31, 2021 | 244,381,900 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020CAD ($) | Nov. 30, 2019CAD ($) | Dec. 31, 2021CAD ($) | |
Operating Activities | |||
Net (loss) | $ (3,573,108) | $ (263,110) | $ (26,556,311) |
Adjustment For: | |||
Income Tax Recovery | (1,697) | 0 | (98,854) |
Transaction Costs (note 4) | 1,817,540 | 0 | 8,453,794 |
Share-based Compensation (note 16) | 709,953 | 2,639 | 3,644,287 |
Interest Expense (notes 13 And 14) | 0 | 0 | 189,814 |
Change In Provision For Reclamation Deposit (note 8) | 6,308 | 0 | 0 |
Amortization (notes 6, 7 And 14) | 81,433 | 0 | 1,879,825 |
Impairment On Goodwill | 0 | 0 | 2,258,109 |
Bad Debt | 0 | 0 | 56,318 |
Total Adjustment | (959,571) | (260,471) | (10,173,018) |
Net Change In Non?cash Working Capital | 413,944 | 68,879 | (3,755,035) |
Net Cash Flow From Operating Activities | (545,627) | (191,592) | (13,928,053) |
Financing Activities | |||
Proceeds Received From Long Term Loan (note 23) | 0 | 0 | 20,000 |
Repayment Of Loans (notes 13 And 23) | 0 | 0 | (602,831) |
Principal Reduction In Lease Liability (note 14) | 0 | 0 | (333,140) |
Private Placement (note 15(b)) | 3,000,240 | 515,000 | 25,014,220 |
Share Issue Costs (note 15(b)) | (105,000) | (1,265) | (1,926,280) |
Proceeds From Option Exercise (note 16(a)) | 0 | 0 | 105,000 |
Proceeds From Warrant Exercise (note 17) | 0 | 0 | 192,000 |
Net Cash Flow From Financing Activities | 2,895,240 | 513,735 | 22,468,969 |
Investing Activities | |||
Cash Acquired On Acquisition Of Gamesquare (note 19) | 226,213 | 0 | 0 |
Acquisiton Of Code Red Shares (note 4(a)) | (2,490,000) | 0 | 0 |
Cash Acquired On Acquisiton Of Code Red (note 4) | 251,839 | 0 | 0 |
Cash Acquired On Acquisiton Of Reciprocity (note 4(b)) | 0 | 0 | 516,236 |
Cash Acquired On Acquisition Of Complexity (note 4(c)) | 0 | 0 | 538,385 |
Acquisiton Of Cut & Sew Shares (note 4(d)) | 0 | 0 | (3,000,000) |
Cash Acquired On Acquisition Of Cut & Sew (note 4(d)) | 0 | 0 | 396,251 |
Equipment Purchase (note 6) | 0 | 0 | (111,757) |
Non-current Assets Held For Sale (note 11) | 0 | 0 | (16,636) |
Net Cash Flow From Investing Activities | (2,011,948) | 0 | (1,677,521) |
Effect Of Exchange Rate Changes On Cash | 878 | 0 | 118,512 |
Change In Cash | 338,543 | 322,143 | 6,981,907 |
Cash, Beginning Of The Period | 322,143 | 660,686 | |
Cash, End Of The Period | $ 660,686 | $ 322,143 | $ 7,642,593 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 13 Months Ended |
Dec. 31, 2021 | |
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 changed its name from Magnolia Colombia Ltd. on September 30, 2020. GameSquare is focused on the high growth esports market. The Company bridges the gap between global brands and the large gaming and esports communities. GameSquare does this by signing top-tier 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”) at 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 owns 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 is 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”. These consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table: On May 3, 2021, Stetson Oil & Gas Corporation was dissolved. On December 1, 2021, the Company and Reciprocity were amalgamated. The accompanying 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 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 at December 31, 2021, the Company had working capital of $8,582,601 (November 30, 2020 - $264,309). 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 13 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary Of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Statement of compliance The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The Board of Directors approved these consolidated financial statements on April 28, 2022. Basis of presentation These consolidated financial statements include the accounts of the Company and its subsidiaries listed in the table above (see Notes 1 and 4). Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions. The acquisition method of accounting is used to account for acquisitions of subsidiaries that meet the definition of a business under IFRS 3. All intercompany balances and transactions are eliminated on consolidation. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized immediately in the consolidated statement of loss. Functional and presentation currency and translation These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the parent company, its Canadian subsidiary, GameSquare (Ontario) and its U.S. subsidiary, Stetson Oil & Gas Corporation. The functional currency of its U.S. subsidiaries, GameSquare Exports (USA) Inc., GCN, Complexity and Cut+Sew, is the U.S. dollar. The functional currency of its Mexican subsidiary, Biblos, is the Mexican Peso. The functional currency of its UK subsidiary, Code Red, is the United Kingdom pound sterling (“GBP”). Transactions in foreign currencies are translated to the respective functional currency of each subsidiary at exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary items which are measured using historical cost in a foreign currency are translated to functional currency using the exchange rate at the reporting date. Foreign currency differences arising on translation are recognized in profit or loss. Foreign operations in currencies other than the presentation currency are translated from their functional currencies into Canadian dollars on consolidation. Assets and liabilities are translated into US dollars at the exchange rate in effect at the balance sheet date. Share capital, equity reserves, shares to be (cancelled) issued, accumulated other comprehensive income, and accumulated deficit are translated into Canadian dollars at historical exchange rates. Revenues and expenses are translated into Canadian dollars at the average exchange rate for the year. Foreign currency translation adjustment is included in other comprehensive income. On disposal of a foreign operation the cumulative translation differences recognized in equity are reclassified to profit or loss and recognized as part of the gain or loss on disposal. Revenue recognition The Company generates revenue from consulting services, influencer marketing and promotion fees, broadcast talent management services, and other services. The Company recognizes serves revenue over a period of time as performance obligations are completed. In some instances, cash is received before the Company has satisfied the performance obligations and this amount is recorded as deferred revenue. Talent representation service revenues Talent representation service revenue is recorded on completion of the event in which the talent management service has been provided. Influencer promotional fees Influencer marketing and promotional fees are recognized over the period during which the services are performed. Revenue and income from custom service contracts are determined on the percentage of completion method, based on the ratio of contract time passed in the reporting period over estimated total length of the contract. Consulting fees and other revenues Consulting fees and other revenues are recognized when the services have been performed. Accounting for Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of fair values of the assets transferred, liabilities assumed by the Company, liabilities incurred and equity instruments issued in exchange for control of the acquiree at the by the Company to former owners of the acquiree in exchange for control of the acquiree acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. At the acquisition date, the identifiable assets acquired, liabilities and contingent liabilities assumed are recognized at their fair values, except for deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements, which are recognized and measured in accordance with IAS 12 Income tax and IAS 19 Employee Benefits respectively. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in the statement of loss as a bargain purchase gain. Acquisition related costs are recognized in net income (loss) as incurred. Contingent consideration, if any, is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in profit or loss. Equipment Equipment is initially recorded at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment, if any. Depreciation is calculated using the straight-line method based on the following estimated useful lives: Equipment 3 to 5 years Leasehold improvements term of the lease Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Intangible assets Intangible assets consist mainly of customer relationships and brand names. Customer relationships and brand names acquired through business combinations are initially recorded at their estimated fair value based on the present value of expected future cash flows. The Company amortizes its intangible assets on a straight-line basis over the following estimated useful lives: Customer relationships 3 to 5 years Brand names 3 to 5 years consideration for the acquisition Goodwill Goodwill arising on a business acquisition is recognized as an asset at the date that control is acquired (the “acquisition date”). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the fair value of the identifiable net assets. The Company is required to, at least annually, perform impairment assessment of goodwill. To perform impairment assessments, the goodwill are allocated to the cash generating units (“CGUs”). An impairment loss is recognized if the carrying amount of a CGU exceeds its recoverable amount. The recoverable amount of each CGU is based on the greater of fair value less costs to dispose and value in use. To determine recoverable amount, significant assumptions are used in projecting earning margins, earning multiples, growth rates and discount rates in estimating and discounting future cashflows. As a result of the assessment, management recognized goodwill impairment of $2,258,109 during the thirteen months ended December 31, 2021 (Note 4 and Note 7). No impairment losses were recognized during the year ended November 30, 2020. Share-based payments Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the stock option reserve. The fair value of options is determined using the Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On exercise of a stock option, any amount related to the initial value of the stock option, along with the proceeds from exercise are recorded to share capital. On expiry of a stock option, any amount related to the initial value of the stock option is recorded to contributed surplus. Financial instruments Financial assets Initial recognition and measurement Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVTOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows. Subsequent measurement - Financial assets at amortized cost After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. Financial assets are adjusted for any expected credit losses. The Company’s cash and amounts receivable are classified as financial assets at amortized cost. Subsequent measurement - Financial assets at FVTPL Financial assets measured at FVTPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVTPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss. The Company’s other investments are classified as financial assets at FVTPL. Subsequent measurement - Financial assets at FVTOCI Financial assets measured at FVTOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVTOCI. The Company does not measure any financial assets at FVOCI. After initial measurement, investments measured at FVTOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss. Dividends from such investments are recognized in other income in the consolidated statements of earnings (loss) when the right to receive payments is established. Derecognition A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Impairment of financial assets The Company’s only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized. Financial liabilities Initial recognition and measurement Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs. Subsequent measurement - Financial liabilities at amortized cost After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The Company’s financial liabilities at amortized cost include accounts payable and accrued liabilities, long term loan and deferred consideration on acquisition of Code Red. Derecognition A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss. Investments Purchases and sales of investments are recognized on a trade date basis. Public and private investments at fair value through profit or loss are initially recognized at fair value, with changes in fair value reported in profit (loss). At each financial reporting period, the Company’s management estimates the fair value of its investments based on the criteria below and reflects such valuations in the financial statements. Privately-held investments Securities in privately-held companies (other than options and warrants) are initially recorded at cost, being the fair value at the time of acquisition. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such valuations in the financial statements. The Company had previously classified its investment in Irati at Level 3. As at December 31, 2021, its investment in Irati is included in assets held for sale. See Note 11. Income taxes Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized in equity, in which case it is recognized in equity. Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years. Deferred tax liabilities or assets are recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Government grants Government grants are recognized as income when the Company qualifies for such grants and where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Impairment of non-financial assets The carrying amount of the Company’s assets is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in net loss. The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Loss per share Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods . New accounting standards Effective December 1, 2020, the Company adopted the following new accounting standard. IAS 1 - Presentation of Financial Statements (“IAS 1”) and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. This new standard did not have any material impact on the Company’s condensed interim consolidated financial statements. Accounting pronouncements not yet adopted Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded. IAS 37 - Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”) was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract - i.e. a full-cost approach. Such costs include both the incremental costs of the contract (i.e. costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract - e.g. contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022. IFRS 3 - Business Combinations (“IFRS 3”) was amended. The amendments introduce new exceptions to the recognition and measurement principles in IFRS 3 to ensure that the update in references to the revised conceptual framework does not change which assets and liabilities qualify for recognition in a business combination. An acquirer should apply the definition of a liability in IAS 37 - rather than the definition in the Conceptual Framework - to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. The amendments are effective for annual periods beginning on January 1, 2022. IAS 16 - Property, Plant and Equipment (“IAS 16”) was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. The amendments are effective for annual periods beginning on January 1, 2022. |
CRITICAL ACCOUNTING ESTIMATES A
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS | 13 Months Ended |
Dec. 31, 2021 | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS | |
Critical Accounting Estimates And Judgments | 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies regarding certain types of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Estimates and underlying assumptions are based on historical experience and are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements: Impairment of non-financial assets In the determination of impairment charges, management looks at recoverable amount, which is the higher of value-in-use or fair value less costs to sell in the case of assets and at objective evidence, significant or prolonged decline of fair value on financial assets indicating impairment. The estimate of the value-in-use of cash-generating units depends on a number of assumptions, in particular market data, estimated future cash flows, and the discount rate. The estimate and their individual assumptions require that management make a decision based on the available information and market condition at each reporting period. These assumptions are subject to risk and uncertainty. Any material changes in these assumptions could result in a significant change in the recoverable value of the Company’s equipment, intangible assets, and goodwill. Estimated useful life of equipment and intangible assets Management estimates the useful lives of equipment and intangibles based on the period during which the assets are expected to be available for use. The amounts and timing of recorded expenses for amortization of equipment and intangibles for any period are affected by these estimated useful lives. The estimates are reviewed at each reporting date and are updated if expectations change as a result of physical wear and tear, technical or commercial obsolescence, industry trends and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s equipment in the future. Principal versus agent The Company is required to make judgments with respect to its relationships with its consultants. Based on the terms of the arrangements, the Company determines whether it acts as the principal or an agent for the services provided to its customers. The key elements to determine if the Company acts as a principal or an agent are whether it has primarily responsible to fulfill the promise to deliver the services, whether it has inventory risk and has discretion in establishing the sales prices for the services. Revenue recognition In its determination of the amount and timing of revenue to be recognized, management relies on assumptions and estimates supporting its revenue recognition policy. Estimates of the percentage of completion for applicable customer projects are based upon current actual and forecasted information and contractual terms. Expected credit losses Determining an allowance for ECLs requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest. Share-based payment transactions The Company measures the cost of equity-settled transactions with employees and applicable non-employees by reference to the fair value of the equity instruments at the date at which they are vested. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, risk-free interest rates, volatility and dividend yield and making assumptions about them. Fair value of investment in securities not quoted in an active market or private company investments Where the fair values of financial assets and financial liabilities recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Functional currency The Company operates in multiple jurisdictions. Judgment from management is applied in order to determine the functional currency of each entity. Business combinations For business combinations, the Company must make assumptions and estimates to determine the fair value of net assets being acquired. To do so, the Company must determine the acquisition date fair value of the identifiable assets acquired, including such intangible assets as technology and liabilities assumed. Among other things, the determination of these fair market values involves the use of discounted cash flow analyses and future sales growth. Goodwill is measured as the excess of the fair value of the consideration transferred measured at the acquisition date. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position on the acquisition date. In addition, the estimated useful lives of the acquired amortizable assets, the identification of intangible assets and the determination of the indefinite or finite useful lives of intangible assets acquired will have an impact on the Company’s future profit or loss. Provisions and contingencies Going concern - see Note 1. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. See Note 23. |
ACQUISITIONS
ACQUISITIONS | 13 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS | |
Acquisitions | 4. ACQUISITIONS a) Acquisition of Code Red On October 2, 2020, the Company acquired all of the outstanding shares of Code Red. Code Red is a private company incorporated in England and Wales that operates an esports agency representing on screen talent, influencers and players in Europe and throughout the world. GameSquare is focused on the esports market and has been seeking to acquire additional assets and entities serving the esports market and more broadly in sports and entertainment. As a result of the control obtained through the acquisition of 100% of the outstanding shares of Code Red, the assets and liabilities were consolidated into the Company’s financial statements. The assets consisted primarily of cash, amounts receivable, prepaid expenses, equipment and intangibles (customer relationships and brand name). The liabilities assumed consisted of accounts and taxes payable, deferred tax liability and deferred revenue. As consideration for the acquisition, the Company paid $2,490,000 in cash and issued 9,300,000 shares of its common stock with an estimated fair value of $1,735,473 based on the value allocated to common shares issued in the October 2, 2020 private placement. The cash deferred portion of $185,000 is due on, or before, December 31, 2021. In addition, the Company owes bonuses of $150,000 to consultants of the Company, related to the closing of the acquisition, included in deferred consideration in the consolidated statements of financial position. The following table summarizes the consideration for the acquisition: Cash $ 2,490,000 Cash deferred portion 185,000 Fair value of shares issued 1,735,473 $ 4,410,473 The following table summarizes the accounting estimates of the acquisition with a purchase price of $4,410,473: Cash $ 251,839 Amounts receivable 474,201 Prepaid 17,589 Fixed assets 1,411 Customer relationships 1,644,000 Brand name 799,000 Accounts payable and accruals (374,797 ) Taxes payable (9,152 ) Deferred tax liability (464,000 ) Deferred revenue (187,727 ) 2,152,364 Goodwill $ 2,258,109 Preliminary accounting estimate of net assets acquired $ 4,410,473 Revenues and net profit during the thirteen months ended December 31, 2021 from Code Red were $5,707,071 and $70,184, respectively (year ended November 30, 2020, $488,774 and net loss of $7,223). During the thirteen months ended December 31, 2021, the Company recognized an impairment of goodwill $2,258,109 based on the estimated the recoverable amount (Note 2 and Note 7). b) Acquisition of Reciprocity On March 16, 2021, the Company acquired 100% of the outstanding shares of Reciprocity, a privately held gaming and esports company. Reciprocity owned 100% of GameSquare Esports USA Inc. (formerly Reciprocity Corp of Nevada, Inc.) and GCN Inc. In addition, Reciprocity held a 40% interest in Biblos Gaming S.A. de C.V. Management determined that this acquisition meets the definition of a business under IFRS 3 and therefore the transaction was accounted as a business combination. As consideration for the acquisition, the Company issued 43,749,996 of its common shares with an estimated fair value of $7,345,478 to certain shareholders of Reciprocity and 3,000,000 options of the Company with an estimated fair value of $415,208 to option-holders of Reciprocity. The consideration shares are subject to a 12-month lock-up period, a third of which will be released every four months following the closing date of March 16, 2021. Certain Reciprocity shareholders will also be entitled to receive (i) 5.255 million common shares of the Company if the Reciprocity business generates a minimum of USD$5 million of revenue and USD$1 million of net earnings before interest, taxes, and depreciation and amortization (“EBITDA ” The following table summarizes the consideration for the acquisition: Estimated fair value of shares issued $ 7,345,478 Estimated fair value of options issued 415,208 $ 7,760,686 The following table summarizes the preliminary accounting estimates of the acquisition with a purchase price of $7,760,686: Cash $ 516,236 Amounts receivable 263,363 Prepaids 9,993 Equipment 11,862 Accounts payable and accrued liabilities (985,290 ) Loan payable (996,400 ) (1,180,236 ) Excess of purchase price over fair value of assets acquired (expensed) 8,940,922 $ 7,760,686 Revenues and net loss during the thirteen months ended December 31, 2021 were $2,451,286 and $1,452,850, respectively. On December 1, 2021, the Company and Reciprocity were amalgamated. c) Acquisition of Complexity On June 30, 2021, the Company acquired 100% of the issued and outstanding shares of Complexity, an esports organization in Texas USA. Management determined that this acquisition meets the definition of a business under IFRS 3 and therefore the transaction was accounted as a business combination. The following table summarizes the consideration for the acquisition: Estimated fair value of shares issued $ 18,535,546 Share consideration received (8,500,000 ) $ 10,035,546 The following table summarizes the preliminary accounting estimates of the acquisition with a purchase price of $10,035,546: Cash $ 538,385 Amounts receivable 112,319 Other current assets 878,103 Fixed assets 4,704,833 ROU asset 3,656,573 Brand name 5,260,635 Accounts payable and accrued liabilities (603,901 ) Lease Liability (3,889,875 ) Loans (621,526 ) $ 10,035,546 d) Acquisition of Cut+Sew 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. Management determined that this acquisition meets the definition of a business under IFRS 3 and therefore the transaction is a business combination. As consideration for the acquisition, the Company paid $3,000,000 in cash and issued 2 million of its common shares with an estimated fair value of $240,866. The shares are subject to a six month trading hold following the closing date of July 27, 2021. Additionally, certain members of Cut+Sew became entitled to receive (i) up to $1,250,000 paid in common shares of the Company and up to $150,000 paid in cash if Cut+Sew generates up to US$1.0 million of EBITDA in the 12 months following the closing date of July 27, 2021 of the acquisition, and (ii) up to $2,210,000 paid in common shares of the Company and up to $240,000 paid in cash if Cut+Sew generates EBITDA of up to US$1.5 million in the period of 12 to 24 months following the cClosing date of July 27, 2021, for a maximum contingent consideration of up to $7.85 million paid in cash and common shares. The estimated fair value of the contingent consideration at the date of acquisition was $66,238. The following table summarizes the consideration for the acquisition: Cash $ 3,000,000 Estimated fair value of shares issued 240,866 Contingent consideration - shares 66,238 $ 3,307,104 The following table summarizes the preliminary accounting estimates of the acquisition with a purchase price of $3,307,104: Cash $ 396,251 Amounts receivable 188,258 Prepaid expenses 5,795 Other current assets 11,320 Customer relationships 1,421,461 Brand name 1,602,924 Accounts payable and accrued liabilities (255,881 ) Deferred revenue (63,024 ) $ 3,307,104 |
AMOUNTS RECEIVABLE
AMOUNTS RECEIVABLE | 13 Months Ended |
Dec. 31, 2021 | |
AMOUNTS RECEIVABLE | |
Amounts Receivable | 5. AMOUNTS RECEIVABLE Amounts receivable balances as at December 31, 2021 and November 30, 2020 consist of: December 31, 2021 November 30, 2020 Trade receivables $ 3,863,965 $ 347,269 HST receivable 36,880 34,480 Other receivables 10,793 - Balance, end of period $ 3,911,638 $ 381,749 |
EQUIPMENT
EQUIPMENT | 13 Months Ended |
Dec. 31, 2021 | |
EQUIPMENT | |
Equipment | 6. EQUIPMENT Equipment Leasehold improvements Total Cost: Balance, December 1, 2020 $ 1,419 $ - $ 1,419 Acquisition of Reciprocity 11,861 - 11,861 Acquisition of Complexity 174,058 4,530,775 4,704,833 Additions 111,757 - 111,757 Transfer to assets available for sale (803 ) - (803 ) Effect of foreign exchange 4,697 103,820 108,517 Balance, December 31, 2021 $ 302,989 $ 4,634,595 $ 4,937,584 Depreciation: Balance, December 1, 2020 $ - $ - $ - Depreciation charge for the period 34,589 300,562 335,151 Effect of foreign exchange 192 1,837 2,029 Balance, December 31, 2021 $ 34,781 $ 302,399 $ 337,180 Net book value: Balance, December 31, 2021 $ 268,208 $ 4,332,196 $ 4,600,404 Balance, December 1, 2020 $ 1,419 $ - $ 1,419 Cost: Balance, December 1, 2019 $ - $ - $ - Acquisition of Code Red 1,411 - 1,411 Effect of foreign exchange 8 - 8 Balance, November 30, 2020 $ 1,419 $ - $ 1,419 Net book value: Balance, November 30, 2020 $ 1,419 $ - $ 1,419 Balance, December 1, 2019 $ - $ - $ - |
INTANGIBLE AND GOODWILL
INTANGIBLE AND GOODWILL | 13 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE AND GOODWILL | |
Intangible And Goodwill | 7. INTANGIBLES AND GOODWILL Intangibles The components of intangible assets as of December 31, 2021 are as follows: Customer relationships Brand name Total Balance, December 1, 2019 $ - $ - $ - Acquisition of Code Red 1,644,000 799,000 2,443,000 Amortization (54,800 ) (26,633 ) (81,433 ) Balance, November 30, 2020 $ 1,589,200 $ 772,367 $ 2,361,567 Acquisition of Complexity - 5,260,635 5,260,635 Acquisition of Cut & Sew 1,421,461 1,602,924 3,024,385 Amortization (474,655 ) (832,757 ) (1,307,412 ) Balance, December 31, 2021 $ 2,536,006 $ 6,803,169 $ 9,339,175 On October 2, 2020, the Company acquired all of the outstanding shares of Code Red (see Note 4(a)). The intangible assets acquired consisted of customer relationships and the Code Red brand name. 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. Goodwill Changes in the carrying value of goodwill were as follows: Balance, December 1, 2019 $ - Acquisition of Code Red 2,258,109 Balance, November 30, 2020 $ 2,258,109 Impairment of goodwill (2,258,109 ) Balance, December 31, 2021 $ - During the year ended December 31, 2021, the Company recognized an impairment of its goodwill based on the estimated fair value of the recoverable amount. |
DEPOSITS AND RECLAMATION PROVIS
DEPOSITS AND RECLAMATION PROVISION | 13 Months Ended |
Dec. 31, 2021 | |
DEPOSITS AND RECLAMATION PROVISION | |
Deposits And Reclamation Provision | 8. DEPOSITS AND RECLAMATION PROVISION The following table presents a reconciliation of the beginning and ending aggregate carrying amount of the reclamation provision associated with the retirement of formerly owned oil and gas exploration properties (both operated and non-operated) in Alberta, Canada and North Dakota, USA: Alberta Balance, reclamation provisions, December 1, 2019 - Acquisition of GameSquare/RTO 317,625 Change in estimates 6,308 Balance, reclamation provision, December 31, 2021 and November 30, 2020 $ 323,933 As at December 31, 2021, the Company had reclamation deposits of $340,443 held by the Alberta Energy Regulator (“AER”). On March 17, 2021, the Company received a notice of release on a Letter of Credit related to oil and gas mining leases in North Dakota. Management had previously considered the Letter of Credit uncollectible. As a result, the Company has recorded a recovery of $97,323 included in the consolidated statements of loss and comprehensive loss related to the change in provision for the reclamation deposit. The reclamation provision represents the present value of estimated costs for required future decommissioning and other site restoration activities in Alberta. The total future reclamation provision is estimated based on the Company’s net ownership interest in all wells and facilities and the estimated costs to abandon and reclaim these wells and facilities. The Company is not in compliance with all the regulations imposed by the AER. As long as the Company is not in compliance with the AER regulations, it may not drill or operate any oil and gas assets within the Province of Alberta. The Company is aware that the Alberta Orphan Well Fund has commenced reclamation activities at several the Company’s former oil and gas exploration sites. The Company has not received any demand letters from the Orphan Well Fund requesting reimbursement for reclamation costs. |
CASH FLOWS SUPPLEMENTAL INFORMA
CASH FLOWS SUPPLEMENTAL INFORMATION | 13 Months Ended |
Dec. 31, 2021 | |
CASH FLOWS SUPPLEMENTAL INFORMATION | |
Cash Flows Supplemental Information | 9. CASH FLOWS SUPPLEMENTAL INFORMATION ($ Canadian) Thirteen months ended December 31, 2021 Year ended November 30, 2020 SUPPLEMENTAL INFORMATION: Value of shares issued on acquisition of Reciprocity $ 7,345,478 $ - Value of options issued on acquisition of Reciprocity 415,208 - Value of shares issued on acquisiton of Cut & Sew 240,866 - Value of shares issued on acquistion of Complexity 10,035,546 - Value of shares issued on reverse acquisiton of GameSquare (Note 25) - 1,865,356 Value of options issued on reverse acquisition of GameSquare (Note 25) - 16,030 Value of shares issued on acquistion of Code Red ( Note 4(a)) - 1,735,473 Cash deferred on acquisition of Code Red (Note 4(a)) - 185,000 Value of broker warrants issued (Note 17) 204,006 26,640 Interest paid 17,932 - - - 0 |
OTHER ASSETS
OTHER ASSETS | 13 Months Ended |
Dec. 31, 2021 | |
OTHER ASSETS | |
Other Assets | 10. OTHER 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 | 13 Months Ended |
Dec. 31, 2021 | |
ASSETS AND LIABILITIES HELD FOR SALE | |
Assets And Liabilities Held For Sale | 11. ASSETS AND LIABILITIES HELD FOR SALE (a) Biblos Subsequent to December 31, 2021, the Company entered into an agreement to sell it’s 40% share of Biblos for US$125,000. The assets and liabilities related to Biblos have been included in assets and liabilities held for sale in the consolidated statements of financial position as at December 31, 2021. The assets and liabilities associated with Biblos are comprised of the following: Cash $ 16,636 Amounts receivable 172,030 Prepaid expenses and deposits 10,254 Equipment 803 Total assets $ 199,723 Accounts payable and accrued liabilities $ 162,823 Total liabilities $ 162,823 Net carrying amount $ 36,900 (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 14, 2022, the Company entered into an agreement to sell its investment in Irati (See Note 26). The Company currently holds 1,252,710 Irati common shares valued at $0.05 per share. |
INCOME TAXES
INCOME TAXES | 13 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Income Taxes | 12. INCOME TAXES a) Provision for income taxes: Major items causing the Company’s effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5% (2020 - 26.5%) were as follows: 2021 2020 $ $ (Loss) before income taxes (26,655,165 ) (3,574,805 ) Expected income tax (recovery) based on statutory rate (7,064,000 ) (947,000 ) Adjustment to expected income tax benefit: Change in benefit of tax assets not recognized 6,965,146 945,303 Income tax (recovery) (98,854 ) (1,697 ) b) Deferred Income Taxes Deferred income tax liabilities have been recognized in respect of the following: 2021 2020 $ $ Intangibles 347,958 464,000 Total 347,958 464,000 Deferred income tax assets have not been recognized in respect of the following deductible temporary differences: Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits. Certain tax pools and balances may be restricted given the change in business. 2021 2020 $ $ Non-capital loss carry-forwards 6,678,000 1,298,000 Total 6,678,000 1,298,000 The non-capital losses for Canadian income tax purposes of approximately $3,552,000 (2020 - $1,298,000) as at December 31, 2021, expire in 2041. The Company also has non-capital losses for foreign income tax purposes of approximately $3,126,000 as at December 31, 2021. |
LOAN PAYABLE
LOAN PAYABLE | 13 Months Ended |
Dec. 31, 2021 | |
LOAN PAYABLE | |
Loan Payable | 13. LOAN PAYABLE The Company’s loan payable bore an interest rate of 20% per annum and had a maturity date of February 13, 2021 which is one year from the date of issuance. On May 18, 2021, the loan was amended to reduce the interest rate to 10% per annum and extend the maturity date to March 31, 2022. During the thirteen months ending December 31, 2021, the Company accrued an interest expense of $31,177 and repaid principal and interest of $562,831. As at December 31, 2021, the principal and accrued interest were carried at $152,305. |
LEASE
LEASE | 13 Months Ended |
Dec. 31, 2021 | |
LEASE | |
Leases | 14. LEASE On June 30, 2021, the Company acquired Complexity (see Note 4(c)). Complexity leases a building in Frisco, Texas. The lease commenced on April 9, 2019 and expired in April 2029. The lease had a carrying amount of $3,656,573 at the date of acquisition of Complexity. The amortization charge during the period was $237,297. 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 thirteen months ended December 31, 2021, the Company recognized $158,637 in interest expense related to its lease liabilities. A reconciliation of the lease liabilities for the thirteen months ended December 31, 2021 is as follows: December 31, 2021 Balance, beginning of period $ - Acquisiton of Complexity 3,889,875 Cash outflows (333,140 ) Finance costs 158,637 Other comprehensive income due to foreign currency adjustment 88,068 $ 3,803,440 December 31, 2021 Lease Liability - current $ 382,057 Lease Liability - non-current 3,421,383 $ 3,803,440 |
CAPITAL STOCK
CAPITAL STOCK | 13 Months Ended |
Dec. 31, 2021 | |
CAPITAL STOCK | |
Capital Stock | 15. CAPITAL STOCK a) Authorized Unlimited common shares without par value b) Common shares Number of common shares Amount Balance as of November 30, 2019 20,000,000 $ 513,735 Shares issued on reverse take-over 9,996,011 1,865,356 Shares issued on acquisition of Code Red 9,300,000 1,735,473 Private placement 12,632,900 2,357,404 Share issue costs - (131,640 ) Balance as of November 30, 2020 51,928,911 $ 6,340,328 Shares issued on acquisition of Reciprocity (Note 4(b)) 43,749,996 7,345,478 Shares issued on acquisition of NextGen (Note 4(c)) 83,328,750 10,035,546 Shares issued on acquisition of Cut&Sew (Note 4(d)) 2,000,000 240,866 Private placements 61,581,477 23,091,436 Share issue costs - (2,130,286 ) Options exercised 312,766 150,045 RSUs exercised 1,000,000 395,000 Warrants exercised 480,000 222,443 Balance as of December 31, 2021 244,381,900 $ 45,690,856 On October 2, 2020, the Company completed a reverse take-over transaction (see Note 25) and issued 9,996,011 common shares valued at $1,865,356 based on the price of the concurrent financing. In addition, options to purchase an aggregate of 223,276 common shares, valued at $16,030, were issued as replacement options for GameSquare options outstanding immediately prior to the transaction. The purchase price was allocated $63,846 to the assets and liabilities assumed (Note 25) with the remaining $1,817,540 recorded as transaction costs in the consolidated statements of loss. In connection with the reverse takeover transaction detailed in Note 25, on October 2, 2020, the Company closed a financing of 12,032,900 units at a purchase price of $0.25 per unit for aggregate gross proceeds of $3,008,225. Each unit consists of one common share and one common share purchase warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.40 for a period of 24 months from issuance. In connection with the financing, the Company paid finder’s fees comprised of (i) $105,000 in cash and (ii) 420,000 broker warrants. The broker warrants will be exercisable for a period of two years from the date of issuance at a price of $0.40 per common share. See Note 17. The gross proceeds were prorated to common shares and warrants based on their relative fair values. Following the completion of the reverse take-over transaction, on October 2, 2020, the Company completed the acquisition of Code Red by issuing 9,300,000 shares of the Company at an estimated fair value of $1,735,473 based on the value of the concurrent private placement. On November 17, 2020, the Company closed a non-brokered private placement financing issuing 600,000 units of the Company at a price of $0.25 per unit for gross proceeds of $150,000. Each unit consists of one common share and one common share purchase warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.40 for a period of 24 months from issuance. See Note 17. The gross proceeds were prorated to common shares and warrants based on their relative fair values. On February 19, 2021, the Company closed a non-brokered private placement financing of 2,381,477 units at a price of $0.42 per Unit for gross proceeds of $1,000,220 (the “Offering”). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional common share at an exercise price of $0.60 for a period of 36 months from issuance. In connection with the financing, the Company paid finder’s fees of $1,470 and issued 166,703 finder warrants. Each finder warrant entitles the holder to acquire one Common Share at a price of $0.60 per Common Share for a period of 36 months following issuance. The gross proceeds were prorated to common shares and warrants based on their relative fair values. See Note 17. On March 4, 2021, the Company closed a bought deal private placement financing and upsize led by Canaccord Genuity Corp., on behalf of a syndicate of underwriters (collectively, the “Underwriters”) issuing 16,700,000 units of the Company for gross proceeds of $7,014,000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.60 for a period of 36 months from the closing date of the offering, subject to a Warrant acceleration right exercisable by the Company if, at any time following the date that is four months and one day from the date of the closing of the Offering, the daily volume weighted average trading price of the Company's common shares on the Canadian Securities Exchange is greater than $1.00 for the preceding five consecutive trading days. As consideration for their services with respect to the Offering, the Underwriters received fees of $500,000, a cash commission of $490,980 and 1,169,000 warrants of the Company (the “Broker Warrants”), exercisable for a period of 36 months following the closing date, to acquire 1,169,000 Units of the Company. Each Unit consists of one common share of the Company and one half of one common share purchase warrant. Each warrant is exercisable to purchase one common share of the Company at an exercise price of $0.60 per common share for a period of 36 months from the Escrow Release Date. In addition, the Company incurred legal and other expenses totaling $159,995 in connection with the Offering. On March 24, 2021, 212,766 options with exercise prices of $0.47 were exercised for gross proceeds of $100,000. On July 6, 2021, 1,000,000 shares were issued on the exercise of RSUs (see Note 16(b). On July 22, 2021, the Company closed a bought deal private placement offering led by Canaccord Genuity Corp. acted as lead underwriter on behalf of a syndicate of underwriters, issuing 21,250,000 units of the Company at a price of $0.40 per unit for gross proceeds of $8.5 million. Each Unit consists of one common share of the Company and one half of one purchase warrant. Each Warrant is exercisable for one common share at an exercise price of $0.60 per common share for a period of 24 months from the closing date of the offering, subject to the Warrant Acceleration Right (as defined below). If, at any time following the closing of the offering, the daily volume weighted average trading price of the common shares on the Canadian Securities Exchange is greater than $1.00 per common share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 trading days following the date of such written notice and press release (the “Warrant Acceleration Right”). On July 22, 2021, the Company also closed a concurrent non-brokered private placement whereby the Jones family and the Goff family subscribed for an additional 21,250,000 units of the Company for gross proceeds of $8.5 million on the same terms as those in the bought deal private placement offering. As consideration for the services rendered by the Underwriters in connection with the Offering, the Company has (i) paid the Underwriters a cash commission of $595,000, and (ii) issued an aggregate of 1,487,500 broker warrants. Each broker warrant is exercisable into that number of Units at an exercise price of $0.40 for a period of 36 months from the closing date. In addition, the Company incurred legal and other expenses totaling $178,835 in connection with the Offering. |
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS | 13 Months Ended |
Dec. 31, 2021 | |
SHARE BASED PAYMENTS | |
Share Based Payments | 16. 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 $0.05 and the market price, subject to all applicable regulatory requirements. The following is a summary of stock options outstanding at December 31, 2021 and November 30, 2020 and changes during the periods then ended. Number of stock options Weighted average exercise price Balance, November 30, 2019 100,000 $ 0.05 Issued on acquisition of GameSquare 223,275 0.60 Cancelled (137,931 ) 0.61 Granted 2,000,000 0.48 Balance, November 30, 2020 2,185,344 $ 0.46 Granted 14,509,241 0.45 Issued on acquisition of Reciprocity 3,000,000 0.40 Exercised (312,766 ) 0.34 Balance as of December 31, 2021 19,381,819 $ 0.45 Information relating to share options outstanding as at December 31, 2021 is as follows: Exercise price Options outstanding Options exercisable Expiry date Weighted average grant date fair value vested Weighted average remaining life in years $0.40 3,000,000 3,000,000 Thursday, March 16, 2023 415,208 1.21 $0.61 50,861 50,861 Sunday, October 1, 2023 3,566 1.75 $0.58 34,483 34,483 Thursday, March 14, 2024 2,793 2.20 $0.41 350,000 175,000 Sunday, April 28, 2024 47,235 2.33 $0.48 2,000,000 2,000,000 Tuesday, November 25, 2025 709,953 3.90 $0.44 2,000,000 750,000 Thursday, January 22, 2026 285,313 4.06 $0.50 500,000 375,000 Tuesday, February 24, 2026 106,226 4.15 $0.47 550,000 237,500 Monday, March 2, 2026 89,937 4.17 $0.44 1,000,000 750,000 Monday, March 16, 2026 183,553 4.21 $0.41 100,000 50,000 Thursday, April 9, 2026 16,324 4.27 $0.47 1,100,000 300,000 Tuesday, April 28, 2026 113,379 4.33 $0.51 2,300,000 2,300,000 Sunday, July 5, 2026 483,893 4.51 $0.44 6,396,475 561,787 Monday, September 21, 2026 388,428 4.73 Total 19,381,819 10,584,631 $ 2,845,808 3.86 On October 2, 2020, the Company completed a reverse take-over transaction (Note 25) and issued 223,275 replacement options for GameSquare (formerly Magnolia Columbia Ltd.) options outstanding immediately prior to the transaction. The fair market value of the options of $16,030 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.187 based on the fair value allocated to the shares in the concurrent private placement financing completed on October 2, 2020, risk free rate of 0.25%, expected volatility of 100%, based on the historical volatility of comparable companies, and an estimated life of 3.07 years and an expected dividend yield of 0%. On October 13, 2020, 137,931 options with a weighted average exercise price of $0.61 expired, unexercised. On November 25, 2020, the Company granted 2,000,000 options directors, officers and consultants of the Company. The options vested immediately, have an exercise price of $0.48 and expire on November 25, 2025. The fair market value of the options of $709,953 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.48 based on the closing price of the Company’s shares on November 24, 2020, risk free rate of 0.45%, expected volatility of 100%, an estimated life of 5 years and an expected dividend yield of 0%. On January 22, 2021, the Company granted 2,000,000 options to the Chief Executive Officer of the Company. The options vest in equal quarterly instalments over a two-year period. Each option is exercisable at a price of $0.44 per common share and expire January 22, 2026. The fair market value of the options of $360,627 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.44 based on the closing price of the Company’s shares on January 21, 2021, risk free rate of 0.44%, expected volatility of 52.7%, 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 thirteen months ended December 31, 2021, the Company expensed $285,313 in share-based compensation related to the vesting of these options. On February 24, 2021, the Company granted 500,000 options to consultants of the Company. The options vest in quarterly installments over one year. Each option is exercisable at a price of $0.50 per common share and expire February 19, 2026. The fair market value of the options of $110,384 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.50 based on the closing price of the Company’s shares on February 23, 2021, risk free rate of 0.73%, expected volatility of 52.9%, 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 thirteen months ended December 31, 2021, the Company expensed $106,226 in share-based compensation related to the vesting of these options. On March 2, 2021, the Company granted 550,000 options to consultants of the Company. 50,000 of the options vest immediately and 500,000 vest in quarterly installments over two years. Each option is exercisable at a price of $0.47 per common share and expire March 2, 2026. The fair market value of the options of $117,368 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.47 based on the closing price of the Company’s shares on March 1, 2021, risk free rate of 0.78%, expected volatility of 52.6%, 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 thirteen months ended December 31, 2021, the Company expensed $89,937 in share-based compensation related to the vesting of these options. On March 16, 2021, the Company completed the acquisition of Reciprocity (Note 4(b)) and issued 3,000,000 replacement options for Reciprocity options outstanding immediately prior to the transaction. The options are exercisable for one common share of the Company at an exercise price of $0.40 per common share for period of two years from the date of grant. The fair market value of the options of $415,208 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.44 based on the closing price of the Company’s shares on March 15, 2021, risk free rate of 0.31%, expected volatility of 50.1%, based on the historical volatility of comparable companies, an estimated life of 2 years and an expected dividend yield of 0%. On March 16, 2021, the Company granted 1,000,000 options to a consultant of the Company. The options vest in quarterly installments over one year. Each option is exercisable at a price of $0.44 per common share and expire March 16, 2026. The fair market value of the options of $193,493 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.44 based on the closing price of the Company’s shares on March 15, 2021, risk free rate of 1.03%, expected volatility of 50.1%, 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 thirteen months ended December 31, 2021, the Company expensed $183,553 in share-based compensation related to the vesting of these options. On March 18, 2021, the Company granted 212,766 options to consultants of the Company. The options vest immediately. Each option is exercisable at a price of $0.47 per common share and expire March 18, 2026. The fair market value of the options of $42,405 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.46 based on the closing price of the Company’s shares on March 16, 2021, risk free rate of 1.01%, expected volatility of 50.1%, 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 thirteen months ended December 31, 2021, the Company expensed $42,405 in share-based compensation related to the vesting of these options. On April 9, 2021, the Company granted 100,000 options to consultants of the Company. The options vest in quarterly installments over one year. Each option is exercisable at a price of $0.43 per common share and expire April 8, 2026. The fair market value of the options of $17,666 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.43 based on the closing price of the Company’s shares on April 8, 2021, risk free rate of 0.95%, expected volatility of 46.5%, 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 thirteen months ended December 31, 2021, the Company expensed $16,324 in share-based compensation related to the vesting of these options. On April 28, 2021, the Company granted 1,100,000 options to consultants of the Company. 1,000,000 of the options vest in quarterly installments over two years and 100,000 vest in quarterly installments over one year. Each option is exercisable at a price of $0.47 per common share and expire April 28, 2026. The fair market value of the options of $166,107 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.40 based on the closing price of the Company’s shares on April 27, 2021, risk free rate of 0.93%, expected volatility of 46.3%, 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 thirteen months ended December 31, 2021, the Company expensed $113,379 in share-based compensation related to the vesting of these options. On April 28, 2021, the Company granted 350,000 options to a consultant of the Company. The options vest in quarterly installments over one year. Each option is exercisable at a price of $0.47 per common share and expire April 28, 2024. The fair market value of the options of $52,853 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.40 based on the closing price of the Company’s shares on April 27, 2021, risk free rate of 0.48%, expected volatility of 46.3%, an estimated life of 3 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period. During the thirteen months ended December 31, 2021, the Company expensed $47,235 in share-based compensation related to the vesting of these options. On July 5, 2021, the Company granted 2,300,000 options to a consultant of the Company. Half of the of the options vested immediately and half of the options vest in equal monthly tranches over a six month period commencing July 30, 2021. Each option is exercisable at a price of $0.51 per common share and expire July 5, 2026. The fair market value of the options of $483,893 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.51 based on the closing price of the Company’s shares on July 5, 2021, risk free rate of 0.99%, expected volatility of 46.6%, 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 thirteen months ended December 31, 2021, the Company expensed $483,893 in share-based compensation related to the vesting of these options. On September 20, 2021, the Company granted 6,396,475 options to officers, directors and consultants of the Company. 200,000 of the options vest in two equal installments on March 13, 2022 and September 13, 2022, 450,000 of the options vest on March 13, 2022, 100,000 of the options vest on September 13, 2022, 145,000 options vest on December 31, 2021, 500,000 of the options vest in four equal instalments of 125,000 every six months starting on March 13, 2022 and 5,001,475 of the options vest in 35 monthly instalments of 138,929 starting on October 20, 2021 and the remaining 138,960 vesting on September 20, 2024. Each option is exercisable at a price of $0.435 per common share and expire September 21, 2026. The fair market value of the options of $1,138,100 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of $0.435 based on the closing price of the Company’s shares on September 17, 2021, risk free rate of 0.85%, expected volatility of 46.4%, 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 thirteen months ended December 31, 2021, the Company expensed $388,428 in share-based compensation related to the vesting of these options. 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 June 4, 2021, the Company granted 2,000,000 RSUs to the Company’s Chief Executive Officer. 1,000,000 of the RSUs vest immediately and 1,000,000 of the RSUs vest 12 months following the date of grant. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the thirteen months ended December 31, 2021, the Company recognized an expense of $603,863. On July 6, 2021, 1,000,000 of the RSUs were exercised for 1, 000,000 common shares of the Company. On July 26, 2021, the Company granted 1,575,000 RSUs to key management of Complexity. Half of the RSUs vest on June 30, 2022 and half vest on June 30, 2023. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the thirteen months ended December 31, 2021, the Company recognized an expense of $214,791. On September 20, 2021, the Company granted 2,667,158 RSUs according to the terms of a talent agreement with a consultant of Complexity. 1,000,000 of the RSUs vested on the date of grant, 1,620,815 of the RSUs vest in thirty five equal installments of 46,309 per month starting on October 20, 2021 and the remaining 46,343 vest on September 20, 2021. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the thirteen months ended December 31, 2021, the Company recognized an expense of $653,732. As at December 31, 2021, 5,242,158 RSUs were outstanding, of which 1,138,927 were vested. |
WARRANTS
WARRANTS | 13 Months Ended |
Dec. 31, 2021 | |
WARRANTS | |
Warrants | 17. WARRANTS The following is a summary of warrants outstanding at December 31, 2021 and November 30, 2020 and changes during the periods then ended. Number of warrants Weighted average exercise prices Grant date fair value Balance as of December 1, 2019 - $ - $ - Private placements 12,632,900 0.40 800,821 Broker warrants issued 420,000 0.40 26,640 Balance, November 30, 2020 13,052,900 $ 0.40 $ 827,461 Private placements 30,790,738 0.60 1,922,784 Broker warrants issued 2,823,203 0.49 204,006 Warrants exercised (480,000 ) 0.40 (30,443 ) Balance, December 31, 2021 46,186,841 $ 0.54 $ 2,923,808 In connection with the private placement on October 2, 2020 (Note 15(b)), 12,032,900 warrants were issued. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.40 until October 2, 2022. The fair value of the warrants of $762,766, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of $0.187, expected dividend yield of 0%, expected volatility of 100%, based on the historical volatility of comparable companies, a risk-free interest rate of 0.25% and an expected life of 2 years. In addition, the Company issued 420,000 broker warrants in connection with the financing. The fair value of the broker warrants of $26,640 was estimated using the Black-Scholes option pricing model with the same weighted average assumptions. In connection with the private placement on November 17, 2020 (Note 15(b)), 600,000 warrants were issued. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.40 until November 17, 2022. The fair value of the warrants of $38,055, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of $0.187, expected dividend yield of 0%, expected volatility of 100%, based on the historical volatility of comparable companies, a risk-free interest rate of 0.27% and an expected life of 2 years. In connection with the private placement on February 19, 2021 (Note 15(b)), 1,190,738 warrants were issued. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.60 until February 19, 2024. The fair value of the warrants of $109,470, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of $0.34, expected dividend yield of 0%, expected volatility of 52.8%, based on the historical volatility of comparable companies, a risk-free interest rate of 0.30% and an expected life of 3 years. In addition, the Company issued 166,703 broker warrants in connection with the financing. The fair value of the broker warrants of $13,333 was estimated using the Black-Scholes option pricing model with the same weighted average assumptions. In connection with the bought deal private placement on March 4, 2021 (Note 15(b)), 8,350,000 warrants were issued. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.60 until March 4, 2024. The fair value of the warrants of $767,257, was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: share price of $0.42, expected dividend yield of 0%, expected volatility of 52.6%, based on the historical volatility of comparable companies, a risk-free interest rate of 0.48% and an expected life of 3 years. In addition, the Company issued 1,169,000 broker warrants in connection with the financing. The fair value of the broker warrants of $93,436 was estimated using the Black-Scholes option pricing model with the same weighted average assumptions. At December 31, 2021, outstanding warrants to acquire common shares of the Company were as follows: Exercise price Number of warrants Expiry date Weighted average remaining life in years $ 0.40 11,972,900 Sunday, October 2, 2022 0.75 $ 0.40 600,000 Thursday, November 17, 2022 0.88 $ 0.60 1,357,441 Monday, February 19, 2024 2.14 $ 0.60 9,519,000 Monday, March 4, 2024 2.18 $ 0.60 21,250,000 Saturday, July 22, 2023 1.56 $ 0.40 1,487,500 Monday, July 22, 2024 2.56 Total 46,186,841 1.52 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 13 Months Ended |
Dec. 31, 2021 | |
NON-CONTROLLING INTEREST | |
Non-controlling Interest | 18. NON-CONTROLLING INTEREST On March 16, 2021, the Company acquired all the issued and outstanding common shares of Reciprocity (see Note 4(b)) which holds a 40% interest in Biblos. Subsequent to December 31, 2021, the Company entered into an agreement to sell it’s 40% interest in Biblos (see Note 11). The following summarizes the changes in non-controlling interest in Biblos for the thirteen months ended December 31, 2021: Balance, December 1, 2020 $ - Non-controlling interest acquired on acquisiton of Reciprocity (71,921 ) Share of profit for the period (40,901 ) Balance, December 31, 2021 $ (112,822 ) The following summarizes the information relating to Biblos and related non-controlling interest, before any intercompany eliminations: NCI percentage 60 % Current assets $ 198,920 Non-current assets 803 Current liabilities (388,920 ) Translation adjustment 1,162 Net Assets (188,035 ) Carrying amount of NCI $ (112,822 ) Loss for the period $ (68,168 ) Loss allocated to NCI (40,901 ) Cash flows from operating activities $ 9,473 Effect of foreign exchange 494 Net change in cash $ 9,967 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 13 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | 19. RELATED PARTY TRANSACTIONS Key management personnel compensation: Thirteen months ended December 31, 2021 Year ended November 30, 2020 Short term employee benefits $ 1,429,187 $ 339,000 Share-based payments 983,943 319,479 Short term employee benefits $ 2,413,130 $ 658,479 During the thirteen months ended December 31, 2021, the Company granted 2,000,000 options to the Chief Executive Officer and 700,000 options to officers of the Company and recorded $380,080 in share-based compensation related to the vesting of these options (see Note 16(a)). In addition, the Company granted 2,000,000 RSUs to the Chief Executive Officer and recorded $603,863 in share-based compensation related to the vesting of these RSUs (see Note 16(b)). Other related party transactions: Included in accounts payable and accrued liabilities at December 31, 2021 is $225,978 (November 30, 2020 - $255,807) owed to the chairman of the board of directors of the Company. This amount is due on demand, unsecured, and non-interest bearing. See Note 23. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 13 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | 20. NET LOSS PER SHARE The number of shares used to calculate the diluted net loss per share for the thirteen months ended December 31, 2021 included the weighted average number of the Company’s common shares outstanding of 156,258,509 (for the year ended November 30, 2020 - 24,995,371), plus nil shares related to the dilutive effect of the conversion of stock options and warrants as they would be anti-dilutive. |
CAPITAL MANAGEMENT
CAPITAL MANAGEMENT | 13 Months Ended |
Dec. 31, 2021 | |
CAPITAL MANAGEMENT | |
Capital Management | 21. CAPITAL MANAGEMENT The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners. The outcome of these activities is uncertain. The Company's capital management objectives, policies and processes have remained unchanged during the thirteen months ended December 31, 2021 and the year ended November 30, 2020. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body. |
FINANCIAL INSTRUMENTS FINANCIAL
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT | 13 Months Ended |
Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT | |
Financial Instruments & Financial Risk Management | 22. FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT The fair value of the Company’s cash, amounts receivable, accounts payable and accrued liabilities approximate carrying value, due to their short-term nature and in consideration of impairments and allowances recorded. The Company’s financial instruments are exposed to certain financial risks including credit risk, liquidity risk, interest rate risk, price risk and currency risk. Credit risk Credit risk is the risk of an unexpected loss if a customer or a third party to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its cash and amounts receivable. The carrying amount of amounts receivable represents the maximum credit exposure and reflects management’s assessment of the credit risk associated with these parties. The Company’s cash and deposits are held with major financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management as outlined in Note 21. The Company has planning, budgeting and forecasting processes to help determine its funding requirements to meet various contractual and other obligations. The Company maintained a cash balance as at December 31, 2021 of $7,642,593 (November 30, 2020 - $660,686) in order to settle current liabilities. Most of the Company’s short-term financial liabilities have contractual maturities of 30 days or less and are subject to normal trade terms. As at December 31, 2021, the Company had accounts payable and accrued liabilities of $2,796,757 (November 30, 2020 - $845,273). Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates. (a) Interest rate risk The Company’s cash consists of cash held in bank accounts and fixed income investments that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not generally have a significant impact on their estimated fair values. Future cash flows from interest income on cash will be affected by interest rate fluctuations. The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity. The Company’s sensitivity analysis suggests that a change in interest rates of 1% would increase or decrease net income by approximately $76,426. (b) Currency risk Currency risk exposures arise from transactions denominated in a foreign currency and exposure as a result of the Company’s investment in its foreign subsidiary. Fluctuations in exchange rates may have a significant effect on the cash flows of the Company. Future changes in exchange rates could materially affect the Company’s results in either a positive or negative direction. The Company’s functional currency is the Canadian dollar. The Company is affected by currency transaction and translation risk primarily with respect to the GBP and the U.S. dollar (“USD”). Consequently, fluctuations in the Canadian dollar currency against these currencies could have a material impact on the Company’s business, financial condition, and results of operations. The Company does not engage in hedging activity to mitigate this risk. The following summary illustrates the fluctuations in the exchange rates applied during the thirteen months ended December 31, 2021: Average rate Closing rate USD 1.2556 1.2678 GBP 1.7243 1.7132 A $0.01 strengthening or weakening of the U.S. dollar against the Canadian dollar at December 31, 2021 would result in an increase or decrease in operating loss of $6,404. A $0.01 strengthening or weakening of the GBP against the Canadian dollar would result in an increase or decrease in other comprehensive income of approximately $23,037. A $0.01 strengthening or weakening of the U.S. dollar against the Canadian dollar would result in an increase or decrease in other comprehensive income of approximately $182,514. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 13 Months Ended |
Dec. 31, 2021 | |
CONTINGENCIES AND COMMITMENTS | |
Contingencies And Commitments | 23. CONTINGENCIES AND COMMITMENTS Management Commitments The Company is party to certain management contracts. These contracts require payments of approximately $1,761,000 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 $1,093,000 pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements. 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 provision accrued in these consolidated financial statements 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. Novel Coronavirus 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. Government Assistance Loans On May 27, 2020, the Company received a $40,000 Canada Emergency Business Account (“CEBA”) loan from the Government of Canada via its commercial bank. On January 11, 2021, the Company received an additional $20,000 increasing the loan to $60,000. The loan was interest free until December 31, 2022 and matured on December 31, 2025. If $40,000 loan is repaid by December 31, 2022, the remaining $20,000 will be forgiven. If the loan is not repaid by December 31, 2022, interest at 5% will be charged per annum commencing on January 1, 2023 until maturity on December 31, 2025. The loan is unsecured. On October 8, 2021, the Company repaid $40,000 of the loan and on November 30, 2021, the remaining $20,000 was forgiven. The gain on the loan forgiveness is included in salaries, consulting and management fees in the consolidated statements of loss. On June 30, 2021, the Company acquired Complexity (see Note 4(c)). Complexity had a Paycheck Protection Program (“PPP”) loan from J.P. Morgan in the amount of $631,906 (USD$501,473) under the PPP established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The loan was subject to a note dated April 15, 2020 and may be forgiven to the extent proceeds of the loan are used for eligible expenditures such as payroll and other expenses described in the CARES Act. The loan expires in two years from drawn down date. On July 15, 2021, the Company received full forgiveness of the balance. The gain on the loan forgiveness is included in salaries, consulting and management fees in the consolidated statements of loss. |
REVENUE AND SEGMENTED INFORMATI
REVENUE AND SEGMENTED INFORMATION | 13 Months Ended |
Dec. 31, 2021 | |
REVENUE AND SEGMENTED INFORMATION | |
Revenue And Segmented Information | 24. 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 managing director 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 two operating segments under IFRS 8. Thirteen months ended December 31, 2021 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Sponsorship - 1,482,499 - - 1,482,499 Winning/Player buyout/Other - 1,258,047 - 265,034 1,523,081 Total Team Revenue - 2,740,546 - 265,034 3,005,580 Cost of Sales - 2,647,056 - 241,701 2,888,757 Gross profit - 93,490 - 23,333 116,823 Influencer / on screen talent representation 5,707,071 - - - 5,707,071 Digital media and marketing - 4,975,238 - - 4,975,238 Total Agency Revenue 5,707,071 4,975,238 - - 10,682,309 Cost of sales 4,384,258 1,977,616 - - 6,361,874 Gross profit 1,322,813 2,997,622 - - 4,320,435 Non-current assets 1,236,690 16,267,137 340,444 36,900 17,881,171 Year ended November 30, 2020 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Influencer / on screen talent representation 488,774 - - - 488,774 Total Agency Revenue 488,774 - - - 488,774 Cost of sales 331,228 - - - 331,228 Gross profit 157,546 - - - 157,546 Non-current assets 4,621,095 - 338,606 - 4,959,701 Substantially all of the Company’s revenues are recognized as services are rendered throughout the term of the contract for the thirteen months ended December 31, 2021. During the thirteen months ended December 31, 2021, revenues from customers that amounted to more than 5% of the Company’s revenues accounted for the following percentage of the Company’s total revenues and amounts receivable, as follows: Thirteen months ended December 31, 2021 $ of revenues for the period % of revenues for the period % of amounts recevable at period end Customer 1 751,457 5 % 1 % Customer 2 629,654 5 % 2 % Customer 3 999,757 7 % 2 % Customer 4 783,759 6 % 4 % Customer 5 812,305 6 % 3 % Customer 6 772,895 6 % 2 % |
REVERSE TAKEOVER TRANSACTION
REVERSE TAKEOVER TRANSACTION | 13 Months Ended |
Dec. 31, 2021 | |
REVENUE AND SEGMENTED INFORMATION | |
Reverse Takeover Transaction | 25. REVERSE TAKEOVER TRANSACTION On October 2, 2020 the Company completed a reverse takeover transaction (“RTO Transaction”). The RTO Transaction was structured as a three-cornered amalgamation, pursuant to which 2631443 Ontario Inc. (“Subco”), a wholly-owned subsidiary of the Company, and GameSquare Inc. amalgamated (the “Amalgamation”) to form a newly amalgamated company (“GameSquare (Ontario)”). Prior to the completion of the Amalgamation, the existing common shares in the capital of the Company (the “GameSquare Shares”) were consolidated on a 5.8 to 1 basis resulting in 9,996,011 GameSquare Shares outstanding post consolidation. Pursuant to the Amalgamation, former holders of common shares of GameSquare Inc. (the “Target Shares”) received one post-consolidation share of the Company for each Target Share held and GameSquare (Ontario) became a wholly-owned subsidiary of the Company. Immediately following the completion of the Amalgamation, the Company was the parent and the sole shareholder of GameSquare (Ontario). On December 1, 2020, the Company completed the amalgamation of GameSquare (Ontario) and GameSquare. The amalgamated company will carry on the business of GameSquare Inc. under the name “Gamesquare Esports Inc.” The Common Shares were delisted from the TSX Venture Exchange (“TSX-V”) effective September 30, 2020 and commenced trading on the Canadian Securities Exchange (“CSE”) on Tuesday, October 13, 2020 under the symbol "GSQ". Pursuant to the RTO Transaction, the fiscal year-end of the Company was changed to November 30, 2020, being the fiscal year end of Gamesquare Inc. The transaction is assumed to constitute an asset acquisition as GameSquare (formerly Magnolia Columbia Ltd.) did not meet the definition of a business. The assets acquired and liabilities assumed were recorded at their estimated fair values, which are based on management’s estimates. Purchase price consideration paid Purchase Price Consideration Paid Estimated fair value of shares issued (i) $ 1,865,356 Estimated fair value of options issued (ii) 16,030 $ 1,881,386 Net assets acquired (GameSquare at October 2, 2020): Cash $ 226,213 Trade Receivables 37,492 Amounts receivable 181,606 Prepaids 77,320 Reclamation deposits 336,710 Other investments 62,635 Accounts payable and accruals (342,520 ) Loan (40,000 ) Reclamation provision (317,625 ) Common shares to be issued (157,985 ) 63,846 Excess of purchase price over fair value 1,817,540 of assets acquired (expensed) $ 1,881,386 (i) The estimated fair value of the shares issued was based on the financing price as completed by GameSquare on October 2, 2020 at $0.25 per unit (allocated 18.7 cents to the common shares and 6.3 cents to the warrants) and considering the exchange ratio of 5.8 to 1. (ii) The estimated fair value of 223,275 options issued with a weighted average exercise price of $0.60 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: risk free rate of 0.25%, expected volatility of 100%, based on historical volatility of comparable companies, and an estimated life of 3.07 years and an expected dividend yield of 0%. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 13 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | 26. SUBSEQUENT EVENTS On March 23, 2022, the Company granted 950,000 options to a consultant of the Company with exercise prices of $0.35 per common share and an expiry date of March 23, 2027. In addition, the Company granted 800,000 RSUs to the same consultant. On April 5, 2022, the Company announced a fully subscribed US$3 million non-brokered private placement. As of the date of these financial statements, the private placement had not closed. The Company also entered into a US$5 million credit facility which will provide the Company with access to capital, if required, to execute on its strategic priorities. The credit agreement will become available for draw down after satisfaction of certain conditions precedent. On April 14, 2022, the Company entered into an agreement with a private company to sell its investment in Irati for $62,635 or $0.05 per common share of Irati. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 13 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Statement Of Compliance | The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The Board of Directors approved these consolidated financial statements on April 28, 2022. |
Basis Of Presentation | These consolidated financial statements include the accounts of the Company and its subsidiaries listed in the table above (see Notes 1 and 4). Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions. The acquisition method of accounting is used to account for acquisitions of subsidiaries that meet the definition of a business under IFRS 3. All intercompany balances and transactions are eliminated on consolidation. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized immediately in the consolidated statement of loss. |
Functional And Presentation Currency And Translation | These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the parent company, its Canadian subsidiary, GameSquare (Ontario) and its U.S. subsidiary, Stetson Oil & Gas Corporation. The functional currency of its U.S. subsidiaries, GameSquare Exports (USA) Inc., GCN, Complexity and Cut+Sew, is the U.S. dollar. The functional currency of its Mexican subsidiary, Biblos, is the Mexican Peso. The functional currency of its UK subsidiary, Code Red, is the United Kingdom pound sterling (“GBP”). Transactions in foreign currencies are translated to the respective functional currency of each subsidiary at exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary items which are measured using historical cost in a foreign currency are translated to functional currency using the exchange rate at the reporting date. Foreign currency differences arising on translation are recognized in profit or loss. Foreign operations in currencies other than the presentation currency are translated from their functional currencies into Canadian dollars on consolidation. Assets and liabilities are translated into US dollars at the exchange rate in effect at the balance sheet date. Share capital, equity reserves, shares to be (cancelled) issued, accumulated other comprehensive income, and accumulated deficit are translated into Canadian dollars at historical exchange rates. Revenues and expenses are translated into Canadian dollars at the average exchange rate for the year. Foreign currency translation adjustment is included in other comprehensive income. On disposal of a foreign operation the cumulative translation differences recognized in equity are reclassified to profit or loss and recognized as part of the gain or loss on disposal. |
Revenue Recognition | The Company generates revenue from consulting services, influencer marketing and promotion fees, broadcast talent management services, and other services. The Company recognizes serves revenue over a period of time as performance obligations are completed. In some instances, cash is received before the Company has satisfied the performance obligations and this amount is recorded as deferred revenue. Talent representation service revenues Talent representation service revenue is recorded on completion of the event in which the talent management service has been provided. Influencer promotional fees Influencer marketing and promotional fees are recognized over the period during which the services are performed. Revenue and income from custom service contracts are determined on the percentage of completion method, based on the ratio of contract time passed in the reporting period over estimated total length of the contract. Consulting fees and other revenues Consulting fees and other revenues are recognized when the services have been performed. |
Accounting For Business Combinations | Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of fair values of the assets transferred, liabilities assumed by the Company, liabilities incurred and equity instruments issued in exchange for control of the acquiree at the by the Company to former owners of the acquiree in exchange for control of the acquiree acquisition date. The acquisition date is the date where the Company obtains control of the acquiree. At the acquisition date, the identifiable assets acquired, liabilities and contingent liabilities assumed are recognized at their fair values, except for deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements, which are recognized and measured in accordance with IAS 12 Income tax and IAS 19 Employee Benefits respectively. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in the statement of loss as a bargain purchase gain. Acquisition related costs are recognized in net income (loss) as incurred. Contingent consideration, if any, is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates with the corresponding gain or loss being recognized in profit or loss. |
Equipment | Equipment is initially recorded at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment, if any. Depreciation is calculated using the straight-line method based on the following estimated useful lives: Equipment 3 to 5 years Leasehold improvements term of the lease Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. |
Intangible Assets | Intangible assets consist mainly of customer relationships and brand names. Customer relationships and brand names acquired through business combinations are initially recorded at their estimated fair value based on the present value of expected future cash flows. The Company amortizes its intangible assets on a straight-line basis over the following estimated useful lives: Customer relationships 3 to 5 years Brand names 3 to 5 years consideration for the acquisition |
Goodwill | Goodwill arising on a business acquisition is recognized as an asset at the date that control is acquired (the “acquisition date”). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the fair value of the identifiable net assets. The Company is required to, at least annually, perform impairment assessment of goodwill. To perform impairment assessments, the goodwill are allocated to the cash generating units (“CGUs”). An impairment loss is recognized if the carrying amount of a CGU exceeds its recoverable amount. The recoverable amount of each CGU is based on the greater of fair value less costs to dispose and value in use. To determine recoverable amount, significant assumptions are used in projecting earning margins, earning multiples, growth rates and discount rates in estimating and discounting future cashflows. As a result of the assessment, management recognized goodwill impairment of $2,258,109 during the thirteen months ended December 31, 2021 (Note 4 and Note 7). No impairment losses were recognized during the year ended November 30, 2020. |
Share-based Payments | Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The Company operates an employee stock option plan. The corresponding amount is recorded to the stock option reserve. The fair value of options is determined using the Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On exercise of a stock option, any amount related to the initial value of the stock option, along with the proceeds from exercise are recorded to share capital. On expiry of a stock option, any amount related to the initial value of the stock option is recorded to contributed surplus. |
Financial Instruments | Initial recognition and measurement Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVTOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows. Subsequent measurement - Financial assets at amortized cost After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. Financial assets are adjusted for any expected credit losses. The Company’s cash and amounts receivable are classified as financial assets at amortized cost. Subsequent measurement - Financial assets at FVTPL Financial assets measured at FVTPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVTPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss. The Company’s other investments are classified as financial assets at FVTPL. Subsequent measurement - Financial assets at FVTOCI Financial assets measured at FVTOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVTOCI. The Company does not measure any financial assets at FVOCI. After initial measurement, investments measured at FVTOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive income (loss). When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss. Dividends from such investments are recognized in other income in the consolidated statements of earnings (loss) when the right to receive payments is established. Derecognition A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership. Initial recognition and measurement Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs. Subsequent measurement - Financial liabilities at amortized cost After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The Company’s financial liabilities at amortized cost include accounts payable and accrued liabilities, long term loan and deferred consideration on acquisition of Code Red. Derecognition A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss. |
Impairment Of Financial Assets | The Company’s only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized. |
Investments | Purchases and sales of investments are recognized on a trade date basis. Public and private investments at fair value through profit or loss are initially recognized at fair value, with changes in fair value reported in profit (loss). At each financial reporting period, the Company’s management estimates the fair value of its investments based on the criteria below and reflects such valuations in the financial statements. |
Privately-held Investments | Securities in privately-held companies (other than options and warrants) are initially recorded at cost, being the fair value at the time of acquisition. At the end of each financial reporting period, the Company’s management estimates the fair value of investments based on the criteria below and reflects such valuations in the financial statements. The Company had previously classified its investment in Irati at Level 3. As at December 31, 2021, its investment in Irati is included in assets held for sale. See Note 11. |
Income Taxes | Income tax expense is comprised of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized in equity, in which case it is recognized in equity. Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years. Deferred tax liabilities or assets are recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. |
Government Grants | Government grants are recognized as income when the Company qualifies for such grants and where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. |
Impairment Of Non-financial Assets | The carrying amount of the Company’s assets is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in net loss. The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. |
Loss Per Share | Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods . |
New Accounting Standards | Effective December 1, 2020, the Company adopted the following new accounting standard. IAS 1 - Presentation of Financial Statements (“IAS 1”) and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. This new standard did not have any material impact on the Company’s condensed interim consolidated financial statements. |
Accounting Pronouncements Not Yet Adopted | Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2022. Many are not applicable or do not have a significant impact to the Company and have been excluded. |
Significant Accounting Policies
Significant Accounting Policies (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule Of Detailed Information For Equipment | Equipment 3 to 5 years Leasehold improvements term of the lease |
Schedule Of Detailed Information For Intangible Assets | Customer relationships 3 to 5 years Brand names 3 to 5 years |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Code Red | |
Statement [Line Items] | |
Schedule Of Consideration For The Acquisition | Cash $ 2,490,000 Cash deferred portion 185,000 Fair value of shares issued 1,735,473 $ 4,410,473 |
Schedule Of Accounting Estimates Of The Acquisition | Cash $ 251,839 Amounts receivable 474,201 Prepaid 17,589 Fixed assets 1,411 Customer relationships 1,644,000 Brand name 799,000 Accounts payable and accruals (374,797 ) Taxes payable (9,152 ) Deferred tax liability (464,000 ) Deferred revenue (187,727 ) 2,152,364 Goodwill $ 2,258,109 Preliminary accounting estimate of net assets acquired $ 4,410,473 |
Reciprocity | |
Statement [Line Items] | |
Schedule Of Consideration For The Acquisition | Estimated fair value of shares issued $ 7,345,478 Estimated fair value of options issued 415,208 $ 7,760,686 |
Schedule Of Accounting Estimates Of The Acquisition | Cash $ 516,236 Amounts receivable 263,363 Prepaids 9,993 Equipment 11,862 Accounts payable and accrued liabilities (985,290 ) Loan payable (996,400 ) (1,180,236 ) Excess of purchase price over fair value of assets acquired (expensed) 8,940,922 $ 7,760,686 |
Complexity | |
Statement [Line Items] | |
Schedule Of Consideration For The Acquisition | Estimated fair value of shares issued $ 18,535,546 Share consideration received (8,500,000 ) $ 10,035,546 |
Schedule Of Accounting Estimates Of The Acquisition | Cash $ 538,385 Amounts receivable 112,319 Other current assets 878,103 Fixed assets 4,704,833 ROU asset 3,656,573 Brand name 5,260,635 Accounts payable and accrued liabilities (603,901 ) Lease Liability (3,889,875 ) Loans (621,526 ) $ 10,035,546 |
Cut+Sew | |
Statement [Line Items] | |
Schedule Of Consideration For The Acquisition | Cash $ 3,000,000 Estimated fair value of shares issued 240,866 Contingent consideration - shares 66,238 $ 3,307,104 |
Schedule Of Accounting Estimates Of The Acquisition | Cash $ 396,251 Amounts receivable 188,258 Prepaid expenses 5,795 Other current assets 11,320 Customer relationships 1,421,461 Brand name 1,602,924 Accounts payable and accrued liabilities (255,881 ) Deferred revenue (63,024 ) $ 3,307,104 |
Equipment (Tables)
Equipment (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Equipment (Tables) | |
Schedule Of Equipment | Equipment Leasehold improvements Total Cost: Balance, December 1, 2020 $ 1,419 $ - $ 1,419 Acquisition of Reciprocity 11,861 - 11,861 Acquisition of Complexity 174,058 4,530,775 4,704,833 Additions 111,757 - 111,757 Transfer to assets available for sale (803 ) - (803 ) Effect of foreign exchange 4,697 103,820 108,517 Balance, December 31, 2021 $ 302,989 $ 4,634,595 $ 4,937,584 Depreciation: Balance, December 1, 2020 $ - $ - $ - Depreciation charge for the period 34,589 300,562 335,151 Effect of foreign exchange 192 1,837 2,029 Balance, December 31, 2021 $ 34,781 $ 302,399 $ 337,180 Net book value: Balance, December 31, 2021 $ 268,208 $ 4,332,196 $ 4,600,404 Balance, December 1, 2020 $ 1,419 $ - $ 1,419 Cost: Balance, December 1, 2019 $ - $ - $ - Acquisition of Code Red 1,411 - 1,411 Effect of foreign exchange 8 - 8 Balance, November 30, 2020 $ 1,419 $ - $ 1,419 Net book value: Balance, November 30, 2020 $ 1,419 $ - $ 1,419 Balance, December 1, 2019 $ - $ - $ - |
INTANGIBLES AND GOODWILL (Table
INTANGIBLES AND GOODWILL (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Components Of Intangible Assets | Customer relationships Brand name Total Balance, December 1, 2019 $ - $ - $ - Acquisition of Code Red 1,644,000 799,000 2,443,000 Amortization (54,800 ) (26,633 ) (81,433 ) Balance, November 30, 2020 $ 1,589,200 $ 772,367 $ 2,361,567 Acquisition of Complexity - 5,260,635 5,260,635 Acquisition of Cut & Sew 1,421,461 1,602,924 3,024,385 Amortization (474,655 ) (832,757 ) (1,307,412 ) Balance, December 31, 2021 $ 2,536,006 $ 6,803,169 $ 9,339,175 |
Schedule Of Changes In The Carrying Value Of Goodwill | Balance, December 1, 2019 $ - Acquisition of Code Red 2,258,109 Balance, November 30, 2020 $ 2,258,109 Impairment of goodwill (2,258,109 ) Balance, December 31, 2021 $ - |
DEPOSITS AND RECLAMATION PROV_2
DEPOSITS AND RECLAMATION PROVISION (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Deposits And Reclamation Provision | Alberta Balance, reclamation provisions, December 1, 2019 - Acquisition of GameSquare/RTO 317,625 Change in estimates 6,308 Balance, reclamation provision, December 31, 2021 and November 30, 2020 $ 323,933 |
CASH FLOWS SUPPLEMENTAL INFOR_2
CASH FLOWS SUPPLEMENTAL INFORMATION (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Cash Flows Supplemental Information | ($ Canadian) Thirteen months ended December 31, 2021 Year ended November 30, 2020 SUPPLEMENTAL INFORMATION: Value of shares issued on acquisition of Reciprocity $ 7,345,478 $ - Value of options issued on acquisition of Reciprocity 415,208 - Value of shares issued on acquisiton of Cut & Sew 240,866 - Value of shares issued on acquistion of Complexity 10,035,546 - Value of shares issued on reverse acquisiton of GameSquare (Note 25) - 1,865,356 Value of options issued on reverse acquisition of GameSquare (Note 25) - 16,030 Value of shares issued on acquistion of Code Red ( Note 4(a)) - 1,735,473 Cash deferred on acquisition of Code Red (Note 4(a)) - 185,000 Value of broker warrants issued (Note 17) 204,006 26,640 Interest paid 17,932 - - - 0 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Assets And Liabilities Held For Sale | Cash $ 16,636 Amounts receivable 172,030 Prepaid expenses and deposits 10,254 Equipment 803 Total assets $ 199,723 Accounts payable and accrued liabilities $ 162,823 Total liabilities $ 162,823 Net carrying amount $ 36,900 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Provision For Income Taxes | 2021 2020 $ $ (Loss) before income taxes (26,655,165 ) (3,574,805 ) Expected income tax (recovery) based on statutory rate (7,064,000 ) (947,000 ) Adjustment to expected income tax benefit: Change in benefit of tax assets not recognized 6,965,146 945,303 Income tax (recovery) (98,854 ) (1,697 ) |
Schedule Of Deferred Income Tax Liabilities Recognized | 2021 2020 $ $ Intangibles 347,958 464,000 Total 347,958 464,000 |
Schedule Of Deferred Income Tax Assets Not Recognized | 2021 2020 $ $ Non-capital loss carry-forwards 6,678,000 1,298,000 Total 6,678,000 1,298,000 |
LEASE (Tables)
LEASE (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Lease Liabilities | December 31, 2021 Balance, beginning of period $ - Acquisiton of Complexity 3,889,875 Cash outflows (333,140 ) Finance costs 158,637 Other comprehensive income due to foreign currency adjustment 88,068 $ 3,803,440 December 31, 2021 Lease Liability - current $ 382,057 Lease Liability - non-current 3,421,383 $ 3,803,440 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Capital Stock | Number of common shares Amount Balance as of November 30, 2019 20,000,000 $ 513,735 Shares issued on reverse take-over 9,996,011 1,865,356 Shares issued on acquisition of Code Red 9,300,000 1,735,473 Private placement 12,632,900 2,357,404 Share issue costs - (131,640 ) Balance as of November 30, 2020 51,928,911 $ 6,340,328 Shares issued on acquisition of Reciprocity (Note 4(b)) 43,749,996 7,345,478 Shares issued on acquisition of NextGen (Note 4(c)) 83,328,750 10,035,546 Shares issued on acquisition of Cut&Sew (Note 4(d)) 2,000,000 240,866 Private placements 61,581,477 23,091,436 Share issue costs - (2,130,286 ) Options exercised 312,766 150,045 RSUs exercised 1,000,000 395,000 Warrants exercised 480,000 222,443 Balance as of December 31, 2021 244,381,900 $ 45,690,856 |
SHARE BASED PAYMENTS (Tables)
SHARE BASED PAYMENTS (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Outstanding Stock Options | Number of stock options Weighted average exercise price Balance, November 30, 2019 100,000 $ 0.05 Issued on acquisition of GameSquare 223,275 0.60 Cancelled (137,931 ) 0.61 Granted 2,000,000 0.48 Balance, November 30, 2020 2,185,344 $ 0.46 Granted 14,509,241 0.45 Issued on acquisition of Reciprocity 3,000,000 0.40 Exercised (312,766 ) 0.34 Balance as of December 31, 2021 19,381,819 $ 0.45 |
Summarizes Information About Stock Options Exercisable And Outstanding | Exercise price Options outstanding Options exercisable Expiry date Weighted average grant date fair value vested Weighted average remaining life in years $0.40 3,000,000 3,000,000 Thursday, March 16, 2023 415,208 1.21 $0.61 50,861 50,861 Sunday, October 1, 2023 3,566 1.75 $0.58 34,483 34,483 Thursday, March 14, 2024 2,793 2.20 $0.41 350,000 175,000 Sunday, April 28, 2024 47,235 2.33 $0.48 2,000,000 2,000,000 Tuesday, November 25, 2025 709,953 3.90 $0.44 2,000,000 750,000 Thursday, January 22, 2026 285,313 4.06 $0.50 500,000 375,000 Tuesday, February 24, 2026 106,226 4.15 $0.47 550,000 237,500 Monday, March 2, 2026 89,937 4.17 $0.44 1,000,000 750,000 Monday, March 16, 2026 183,553 4.21 $0.41 100,000 50,000 Thursday, April 9, 2026 16,324 4.27 $0.47 1,100,000 300,000 Tuesday, April 28, 2026 113,379 4.33 $0.51 2,300,000 2,300,000 Sunday, July 5, 2026 483,893 4.51 $0.44 6,396,475 561,787 Monday, September 21, 2026 388,428 4.73 Total 19,381,819 10,584,631 $ 2,845,808 3.86 |
WARRANTS (Tables)
WARRANTS (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Summary Of Warrants Outstanding | Number of warrants Weighted average exercise prices Grant date fair value Balance as of December 1, 2019 - $ - $ - Private placements 12,632,900 0.40 800,821 Broker warrants issued 420,000 0.40 26,640 Balance, November 30, 2020 13,052,900 $ 0.40 $ 827,461 Private placements 30,790,738 0.60 1,922,784 Broker warrants issued 2,823,203 0.49 204,006 Warrants exercised (480,000 ) 0.40 (30,443 ) Balance, December 31, 2021 46,186,841 $ 0.54 $ 2,923,808 |
Schedule Of Outstanding Warrants To Acquire Common Shares | Exercise price Number of warrants Expiry date Weighted average remaining life in years $ 0.40 11,972,900 Sunday, October 2, 2022 0.75 $ 0.40 600,000 Thursday, November 17, 2022 0.88 $ 0.60 1,357,441 Monday, February 19, 2024 2.14 $ 0.60 9,519,000 Monday, March 4, 2024 2.18 $ 0.60 21,250,000 Saturday, July 22, 2023 1.56 $ 0.40 1,487,500 Monday, July 22, 2024 2.56 Total 46,186,841 1.52 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Summarizes The Changes In Non-controlling Interest | Balance, December 1, 2020 $ - Non-controlling interest acquired on acquisiton of Reciprocity (71,921 ) Share of profit for the period (40,901 ) Balance, December 31, 2021 $ (112,822 ) |
Schedule Of Summarizes The Information Relating To Non Controlling Interest | NCI percentage 60 % Current assets $ 198,920 Non-current assets 803 Current liabilities (388,920 ) Translation adjustment 1,162 Net Assets (188,035 ) Carrying amount of NCI $ (112,822 ) Loss for the period $ (68,168 ) Loss allocated to NCI (40,901 ) Cash flows from operating activities $ 9,473 Effect of foreign exchange 494 Net change in cash $ 9,967 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule Of Key Management Personnel Compensation | Thirteen months ended December 31, 2021 Year ended November 30, 2020 Short term employee benefits $ 1,429,187 $ 339,000 Share-based payments 983,943 319,479 Short term employee benefits $ 2,413,130 $ 658,479 |
FINANCIAL INSTRUMENTS FINANCI_2
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Currency Exchange Rates | Average rate Closing rate USD 1.2556 1.2678 GBP 1.7243 1.7132 |
REVENUE AND SEGMENTED INFORMA_2
REVENUE AND SEGMENTED INFORMATION (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Geographical Information Of Company's Revenue | Thirteen months ended December 31, 2021 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Sponsorship - 1,482,499 - - 1,482,499 Winning/Player buyout/Other - 1,258,047 - 265,034 1,523,081 Total Team Revenue - 2,740,546 - 265,034 3,005,580 Cost of Sales - 2,647,056 - 241,701 2,888,757 Gross profit - 93,490 - 23,333 116,823 Influencer / on screen talent representation 5,707,071 - - - 5,707,071 Digital media and marketing - 4,975,238 - - 4,975,238 Total Agency Revenue 5,707,071 4,975,238 - - 10,682,309 Cost of sales 4,384,258 1,977,616 - - 6,361,874 Gross profit 1,322,813 2,997,622 - - 4,320,435 Non-current assets 1,236,690 16,267,137 340,444 36,900 17,881,171 Year ended November 30, 2020 Europe USA Canada Mexico Total Revenue channel $ $ $ $ $ Influencer / on screen talent representation 488,774 - - - 488,774 Total Agency Revenue 488,774 - - - 488,774 Cost of sales 331,228 - - - 331,228 Gross profit 157,546 - - - 157,546 Non-current assets 4,621,095 - 338,606 - 4,959,701 |
Schedule Of Revenues From Customers | Thirteen months ended December 31, 2021 $ of revenues for the period % of revenues for the period % of amounts recevable at period end Customer 1 751,457 5 % 1 % Customer 2 629,654 5 % 2 % Customer 3 999,757 7 % 2 % Customer 4 783,759 6 % 4 % Customer 5 812,305 6 % 3 % Customer 6 772,895 6 % 2 % |
REVERSE TAKEOVER TRANSACTION (T
REVERSE TAKEOVER TRANSACTION (Tables) | 13 Months Ended |
Dec. 31, 2021 | |
Schedule Of Purchase Price Consideration Paid | Purchase Price Consideration Paid Estimated fair value of shares issued (i) $ 1,865,356 Estimated fair value of options issued (ii) 16,030 $ 1,881,386 |
Schedule Of Net Assets Acquired | Cash $ 226,213 Trade Receivables 37,492 Amounts receivable 181,606 Prepaids 77,320 Reclamation deposits 336,710 Other investments 62,635 Accounts payable and accruals (342,520 ) Loan (40,000 ) Reclamation provision (317,625 ) Common shares to be issued (157,985 ) 63,846 Excess of purchase price over fair value 1,817,540 of assets acquired (expensed) $ 1,881,386 |
NATURE AND CONTINUANCE OF OPE_2
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) | Dec. 31, 2021CAD ($) | Nov. 30, 2020USD ($) |
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) | ||
Working Capital | $ 8,582,601 | $ 264,309 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 13 Months Ended |
Dec. 31, 2021 | |
Statement [Line Items] | |
Property Plant And Equipment Useful Lives | term of the lease |
Equipment [member] | Maximum [member] | |
Statement [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Equipment [member] | Minimum [member] | |
Statement [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 13 Months Ended |
Dec. 31, 2021 | |
Maximum [member] | Customer Relationships [member] | |
Statement [Line Items] | |
Intangible Useful Life | 5 years |
Minimum [member] | Customer Relationships [member] | |
Statement [Line Items] | |
Intangible Useful Life | 3 years |
Brand names [member] | Maximum [member] | |
Statement [Line Items] | |
Intangible Useful Life | 5 years |
Brand names [member] | Minimum [member] | |
Statement [Line Items] | |
Intangible Useful Life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | 13 Months Ended | ||
Nov. 30, 2020CAD ($) | Nov. 30, 2019CAD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | |
Goodwill Impairment | $ 0 | $ 0 | $ 2,258,109 | $ 2,258,109 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | Oct. 02, 2020USD ($) |
Statement [Line Items] | |
Cash | $ 226,213 |
Code Red | |
Statement [Line Items] | |
Cash | 2,490,000 |
Cash Deferred Portion | 185,000 |
Fair Value Of Shares Issued | 1,735,473 |
Acquisition Consideration | $ 4,410,473 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) | Nov. 30, 2019CAD ($) |
Statement [Line Items] | |||||
Amounts Receivable | $ 3,911,638 | $ 381,749 | |||
Accounts Payable And Accruals | $ (342,520) | ||||
Deferred Tax Liability | $ 347,958,000 | 464,000,000 | |||
Goodwill | $ 0 | $ 0 | $ 2,258,109 | $ 0 | |
Code Red | |||||
Statement [Line Items] | |||||
Cash | 251,839 | ||||
Amounts Receivable | 474,201 | ||||
Prepaid | 17,589 | ||||
Fixed Assets | 1,411 | ||||
Customer Relationships | 1,644,000 | ||||
Brand Name | 799,000 | ||||
Accounts Payable And Accruals | (374,797) | ||||
Taxes Payable | (9,152) | ||||
Deferred Tax Liability | 464,000 | ||||
Deferred Revenue | 187,727 | ||||
Acquisition Total | 2,152,364 | ||||
Goodwill | 2,258,109 | ||||
Preliminary Accounting Estimate Of Net Assets Acquired | $ 4,410,473 |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - Mar. 16, 2021 - Reciprocity | USD ($) | CAD ($) |
Statement [Line Items] | ||
Estimated Fair Value Of Shares Issued | $ 7,345,478 | |
Estimated Fair Value Of Options Issued | $ 415,208 | |
Acquisition Consideration | $ 7,760,686 |
ACQUISITIONS (Details 3)
ACQUISITIONS (Details 3) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Mar. 16, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) |
Statement [Line Items] | |||||
Amounts Receivable | $ 3,911,638 | $ 381,749 | |||
Accounts Payable And Accrued Liabilities | $ (342,520) | ||||
Loan Payable | $ 152,305 | $ 0 | |||
Reciprocity | |||||
Statement [Line Items] | |||||
Cash | $ 516,236 | ||||
Amounts Receivable | 263,363 | ||||
Prepaid | 9,993 | ||||
Equipment | 11,862 | ||||
Accounts Payable And Accrued Liabilities | (985,290) | ||||
Loan Payable | (996,400) | ||||
Acquisition Total | (1,180,236) | ||||
Excess Of Purchase Price Over Fair Value Of Assets Acquired (expensed) | 8,940,922 | ||||
Preliminary Accounting Estimate Of Net Assets Acquired | $ 7,760,686 |
ACQUISITIONS (Details 4)
ACQUISITIONS (Details 4) - Jun. 30, 2021 - Complexity | USD ($) | CAD ($) |
Statement [Line Items] | ||
Estimated Fair Value Of Shares Issued | $ 18,535,546 | |
Share Consideration Received | $ (8,500,000) | |
Acquisition Consideration | $ 10,035,546 |
ACQUISITIONS (Details 5)
ACQUISITIONS (Details 5) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Jun. 30, 2021CAD ($) | Jun. 30, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) |
Statement [Line Items] | ||||||
Amounts Receivable | $ 3,911,638 | $ 381,749 | ||||
Other Current Assets | $ 388,478 | 0 | ||||
Rou Asset | $ 3,501,614 | $ 0 | ||||
Accounts Payable And Accrued Liabilities | $ (342,520) | |||||
Loans | $ (40,000) | |||||
Complexity | ||||||
Statement [Line Items] | ||||||
Amounts Receivable | $ 112,319 | |||||
Other Current Assets | $ 878,103 | |||||
Cash | 538,385 | |||||
Fixed Assets | 4,704,833 | |||||
Rou Asset | 3,656,573 | |||||
Brand Name | 5,260,635 | |||||
Accounts Payable And Accrued Liabilities | (603,901) | |||||
Lease Liability | (3,889,875) | |||||
Loans | $ (621,526) | |||||
Acquisition Total | $ 10,035,546 |
ACQUISITIONS (Details 6)
ACQUISITIONS (Details 6) | Jul. 27, 2021USD ($) | Jul. 27, 2021CAD ($) | Oct. 02, 2020USD ($) |
Statement [Line Items] | |||
Cash | $ 226,213 | ||
Cut+Sew | |||
Statement [Line Items] | |||
Estimated Fair Value Of Shares Issued | $ 240,866 | ||
Cash | $ 3,000,000 | ||
Contingent Consideration - Shares | 66,238 | ||
Acquisition Consideration | $ 3,307,104 |
ACQUISITIONS (Details 7)
ACQUISITIONS (Details 7) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Jul. 27, 2021CAD ($) | Jul. 27, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) |
Statement [Line Items] | ||||||
Amounts Receivable | $ 3,911,638 | $ 381,749 | ||||
Other Current Assets | $ 388,478 | $ 0 | ||||
Accounts Payable And Accrued Liabilities | $ (342,520) | |||||
Cut+Sew | ||||||
Statement [Line Items] | ||||||
Amounts Receivable | $ 188,258 | |||||
Prepaid Expenses | 5,795 | |||||
Cash | $ 396,251 | |||||
Other Current Assets | 11,320 | |||||
Customer Relationships | 1,421,461 | |||||
Brand Name | 1,602,924 | |||||
Accounts Payable And Accrued Liabilities | (255,881) | |||||
Deferred Revenue | 63,024 | |||||
Acquisition Total | $ 3,307,104 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 12 Months Ended | 13 Months Ended | ||||||||||
Nov. 30, 2020USD ($) | Nov. 30, 2020CAD ($) | Nov. 30, 2019CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Jul. 27, 2021USD ($)shares | Jul. 27, 2021CAD ($)shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021CAD ($)shares | Mar. 16, 2021USD ($)shares | Mar. 16, 2021CAD ($)shares | Oct. 02, 2020USD ($)shares | |
Statement [Line Items] | ||||||||||||
Cash | $ 226,213 | |||||||||||
Net (loss) | $ (3,573,108) | $ (263,110) | $ (26,556,311) | |||||||||
Reciprocity | ||||||||||||
Statement [Line Items] | ||||||||||||
Consideration Paid In Shares | shares | 43,749,996 | 43,749,996 | 9,300,000 | |||||||||
Preliminary Accounting Estimate Of Net Assets Acquired | $ 7,760,686 | |||||||||||
Revenue | $ 488,774 | $ 2,451,286 | ||||||||||
Net (loss) | 7,223 | 1,452,850 | ||||||||||
Estimated Fair Value Of Shares Issued | 7,345,478 | |||||||||||
Acquisition Total | (1,180,236) | |||||||||||
Acquisition Consideration | $ 7,760,686 | |||||||||||
Estimated Fair Value Of Options Issued | $ 415,208 | |||||||||||
Options Issued | shares | 3,000,000 | 3,000,000 | ||||||||||
Complexity | ||||||||||||
Statement [Line Items] | ||||||||||||
Consideration Paid In Shares | shares | 83,328,750 | 83,328,750 | 9,300,000 | |||||||||
Estimated Fair Value Of Shares Issued | $ 18,535,546 | |||||||||||
Acquisition Total | $ 10,035,546 | |||||||||||
Acquisition Consideration | $ 10,035,546 | |||||||||||
Cut+Sew | ||||||||||||
Statement [Line Items] | ||||||||||||
Cash | $ 3,000,000 | |||||||||||
Consideration Paid In Shares | shares | 2,000,000 | 2,000,000 | ||||||||||
Estimated Fair Value Of Shares Issued | $ 240,866 | |||||||||||
Contingent Consideration - Shares | $ 66,238 | |||||||||||
Acquisition Total | 3,307,104 | |||||||||||
Maximum Contingent Consideration Cash And Shares | $ 7,850,000 | |||||||||||
Acquisition Consideration | $ 3,307,104 | |||||||||||
Code Red | ||||||||||||
Statement [Line Items] | ||||||||||||
Cash | $ 2,490,000 | |||||||||||
Consideration Paid In Shares | shares | 9,300,000 | |||||||||||
Preliminary Accounting Estimate Of Net Assets Acquired | $ 4,410,473 | |||||||||||
Revenue | $ 488,774 | 5,707,071 | ||||||||||
Fair Value Of Shares Issued | 1,735,473 | |||||||||||
Deferred Portion Of Cash | 185,000 | |||||||||||
Owed Bonuses | 150,000 | |||||||||||
Net (loss) | $ 7,223 | $ 70,184 | ||||||||||
Acquisition Total | 2,152,364 | |||||||||||
Acquisition Consideration | $ 4,410,473 |
AMOUNTS RECEIVABLE (Details)
AMOUNTS RECEIVABLE (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Nov. 30, 2020USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) |
AMOUNTS RECEIVABLE | |||||
Trade Receivables | $ 3,863,965 | $ 347,269 | $ 37,492 | ||
Hst Receivable | 36,880 | 34,480 | |||
Other Receivables | $ 10,793 | $ 0 | |||
Amounts Receivable | $ 3,911,638 | $ 381,749 |
EQUIPMENT (Details)
EQUIPMENT (Details) | 12 Months Ended | 13 Months Ended | ||
Nov. 30, 2020CAD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | |
Statement [Line Items] | ||||
Balance, Beginning | $ 0 | $ 1,419 | ||
Acquisitions Of Reciprocity | 11,861 | |||
Acquisition Of Complexity | $ 4,704,833 | |||
Acquisition Of Code Red | $ 1,411 | |||
Addition | 111,757 | |||
Transfer To Assets Available For Sale | (803) | |||
Effect Of Foreign Exchange | 8 | 108,517 | ||
Balance, Ending | 1,419 | 4,937,584 | ||
Depreciation: | ||||
Balance | 0 | 337,180 | ||
Depreciation Charge For The Period | 335,151 | |||
Effect Of Foreign Exchange, Depreciation | 2,029 | |||
Net Book Value: | ||||
Equipment | 1,419 | 4,600,404 | ||
Acquisition Of Complexity | 3,889,875 | |||
Leasehold Improvements | ||||
Statement [Line Items] | ||||
Balance, Beginning | 0 | 0 | ||
Acquisitions Of Reciprocity | 0 | |||
Acquisition Of Code Red | 0 | |||
Addition | 0 | |||
Transfer To Assets Available For Sale | 0 | |||
Effect Of Foreign Exchange | 103,820 | |||
Balance, Ending | 0 | 4,634,595 | ||
Depreciation: | ||||
Balance | 0 | 302,399 | ||
Depreciation Charge For The Period | 34,589 | |||
Effect Of Foreign Exchange, Depreciation | 1,837 | |||
Net Book Value: | ||||
Equipment | 0 | 4,332,196 | ||
Acquisition Of Complexity | 4,530,775 | |||
Office Equipment | ||||
Statement [Line Items] | ||||
Balance, Beginning | 0 | 1,419 | ||
Acquisitions Of Reciprocity | 11,861 | |||
Acquisition Of Code Red | $ 1,411 | |||
Addition | 111,757 | |||
Transfer To Assets Available For Sale | (803) | |||
Effect Of Foreign Exchange | 4,697 | |||
Balance, Ending | 1,419 | 302,989 | ||
Depreciation: | ||||
Balance | 0 | 34,781 | ||
Depreciation Charge For The Period | 300,562 | |||
Effect Of Foreign Exchange, Depreciation | 192 | |||
Net Book Value: | ||||
Equipment | $ 1,419 | $ 268,208 | ||
Acquisition Of Complexity | $ 174,058 |
INTANGIBLES AND GOODWILL (Detai
INTANGIBLES AND GOODWILL (Details) | 12 Months Ended | 13 Months Ended | ||||
Nov. 30, 2020CAD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2019CAD ($) | |
Statement [Line Items] | ||||||
Acquisition Of Code Red | $ 2,443,000 | |||||
Balance | $ 2,361,567 | $ 9,339,175 | $ 9,339,175 | $ 0 | ||
Amortization | (81,433) | $ (1,307,412) | ||||
Acquisition Of Complexity | 5,260,635 | |||||
Acquisition Of Cut & Sew | 3,024,385 | |||||
Brand Names [Member] | ||||||
Statement [Line Items] | ||||||
Acquisition Of Code Red | 799,000 | |||||
Balance | 772,367 | 6,803,169 | 0 | |||
Amortization | (26,633) | (832,757) | ||||
Acquisition Of Complexity | 5,260,635 | |||||
Acquisition Of Cut & Sew | 1,602,924 | |||||
Customer Relationships [Member] | ||||||
Statement [Line Items] | ||||||
Acquisition Of Code Red | $ 1,644,000 | |||||
Balance | 1,589,200 | $ 2,536,006 | $ 0 | |||
Amortization | $ (54,800) | (474,655) | ||||
Acquisition Of Complexity | 0 | |||||
Acquisition Of Cut & Sew | $ 1,421,461 |
INTANGIBLES AND GOODWILL (Det_2
INTANGIBLES AND GOODWILL (Details 1) | 12 Months Ended | 13 Months Ended | ||||
Nov. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Nov. 30, 2019CAD ($) | |
INTANGIBLES AND GOODWILL (Details) | ||||||
Acquisition Of Code Red | $ 2,258,109 | |||||
Impairment Of Goodwill | $ (2,258,109) | |||||
Balance | $ 0 | $ 0 | $ 2,258,109 | $ 0 |
DEPOSITS AND RECLAMATION PROV_3
DEPOSITS AND RECLAMATION PROVISION (Details) | 13 Months Ended | ||
Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Nov. 30, 2019CAD ($) | |
DEPOSITS AND RECLAMATION PROVISION (Details) | |||
Balance | $ 323,933 | $ 323,933 | $ 0 |
Acquisition Of Gamesquare/rto | 317,625 | ||
Change In Estimates | $ 6,308 |
DEPOSITS AND RECLAMATION PROV_4
DEPOSITS AND RECLAMATION PROVISION (Details Narrative) | 13 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | |
DEPOSITS AND RECLAMATION PROVISION (Details) | ||||
Reclamation Deposits | $ 340,443 | $ 340,443 | $ 338,606 | |
Change In Provision For Reclamation Deposit | $ 97,323 |
CASH FLOWS SUPPLEMENTAL INFOR_3
CASH FLOWS SUPPLEMENTAL INFORMATION (Details) | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020USD ($) | Nov. 30, 2020CAD ($) | Dec. 31, 2021USD ($) | |
CASH FLOWS SUPPLEMENTAL INFORMATION (Details) | |||
Value Of Shares Issued On Acquisition Of Reciprocity | $ 0 | $ 7,345,478 | |
Value Of Options Issued On Acquisition Of Reciprocity | $ 0 | 415,208 | |
Value Of Shares Issued On Acquisiton Of Cut & Sew | 0 | 240,866 | |
Value Of Shares Issued On Acquistion Of Complexity | 0 | 10,035,546 | |
Value Of Shares Issued On Reverse Acquisiton Of Gamesquare (note 25) | 1,865,356 | 0 | |
Value Of Options Issued On Reverse Acquisition Of Gamesquare (note 25) | 16,030 | 0 | |
Value Of Shares Issued On Acquistion Of Code Red ( Note 4(a)) | 1,735,473 | 0 | |
Cash Deferred On Acquisition Of Code Red (note 4(a)) | 185,000 | 0 | |
Value Of Broker Warrants Issued (note 17) | 26,640 | 204,006 | |
Interest Paid | $ 0 | $ 17,932 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE (Details) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($) |
Statement [Line Items] | ||||
Cash | $ 226,213 | |||
Total Assets | $ 30,209,519 | $ 6,173,913 | ||
Accounts Payable And Accrued Liabilities | $ 2,796,757 | 845,273 | ||
Total Liabilities | $ 7,839,020 | $ 2,112,836 | ||
Biblos [Member] | ||||
Statement [Line Items] | ||||
Cash | 16,636 | |||
Amounts Receivable | 172,030 | |||
Prepaid Expenses And Deposits | 10,254 | |||
Equipment | 803 | |||
Total Assets | 199,723 | |||
Accounts Payable And Accrued Liabilities | 162,823 | |||
Total Liabilities | 162,823 | |||
Net Carrying Amount | $ 36,900 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE (Details Narrative) - USD ($) | 13 Months Ended | |
Dec. 31, 2021 | Apr. 14, 2022 | |
ASSETS AND LIABILITIES HELD FOR SALE | ||
Percentage Of Shares Sold | 40.00% | |
Income From Sale Of Assets | $ 125,000 | |
Holding Of Common Shares | 1,252,710 | |
Par Value Of Common Stock | $ 0.05 |
INCOME TAXES (Details)
INCOME TAXES (Details) - CAD ($) | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | |
(loss) Before Income Taxes | $ (3,574,805) | $ (263,110) | $ (26,655,165) |
Expected Income Tax (recovery) Based On Statutory Rate | (947,000) | (7,064,000) | |
Adjustment To Expected Income Tax Benefit: | |||
Change In Benefit Of Tax Assets Not Recognized | 945,303 | 6,965,146 | |
Income Tax (recovery) | $ (1,697) | $ 0 | $ (98,854) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Nov. 30, 2020CAD ($) |
Deferred Income Tax Liabilities, Intangibles | $ 347,958 | $ 464,000 | |
Total | $ 347,958,000 | $ 464,000,000 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) |
Non-capital Loss Carry-forwards | $ 6,678,000,000 | $ 1,298,000,000 | |
Total | $ 6,678,000 | $ 1,298,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - CAD ($) | 12 Months Ended | 13 Months Ended |
Nov. 30, 2020 | Dec. 31, 2021 | |
Combined Canadian Federal And Provincial Statutory Rate | 26.50% | 26.50% |
Non-capital Losses For Canadian Income Tax Purposes | $ 1,298,000 | $ 3,552,000 |
Non-capital Losses For Foreign Income Tax Purposes | $ 3,126,000 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) | 13 Months Ended |
Dec. 31, 2021USD ($) | |
LOAN PAYABLE (Details Narrative) | |
Loan Interest Rate | 20.00% |
Maturity Date | Mar. 31, 2022 |
Accrued Interest Expense | $ 31,177 |
Repayment Of Principal And Interest | 562,831 |
Total Principal And Accrued Interest Outstanding | $ 152,305 |
LEASE (Details)
LEASE (Details) | 13 Months Ended |
Dec. 31, 2021USD ($) | |
LEASE | |
Finance Lease Obligation, Beginning | $ 0 |
Acquisition Of Complexity | 3,889,875 |
Cash Outflows | (333,140) |
Finance Costs | 158,637 |
Other Comprehensive Income Due To Foreign Currency Adjustment | 88,068 |
Finance Lease Obligation, Ending | 3,803,440 |
Lease Liability - Current | 382,057 |
Lease Liability - Non-current | 3,421,383 |
Total Finance Lease | $ 3,803,440 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 13 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
LEASE | ||
Lease Commencement Date | Apr. 9, 2019 | |
Lease Expiration Date | Apr. 30, 2029 | |
Finance Lease Obligation | $ 3,656,573 | |
Lease Amortization | $ 237,297 | |
Interest Expense, Lease Liabilities | $ 158,637 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - CAD ($) | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Balance, Amount | $ 253,264 | $ 4,061,077 | |
Share Issue Costs | 105,000 | $ 1,265 | $ 1,926,280 |
Balances, Shares | 46,186,841 | ||
Balance, Amount | $ 4,061,077 | $ 253,264 | $ 22,370,499 |
Common Stock | |||
Statement [Line Items] | |||
Balance, Shares | 20,000,000 | 51,928,911 | |
Balance, Amount | $ 513,735 | $ 6,340,328 | |
Stock Issued On Reverse Take-over, Shares | 9,996,011 | ||
Stock Issued On Reverse Take-over, Amount | $ 1,865,356 | ||
Stock Issued On Acquisition Of Code Red, Shares | 9,300,000 | ||
Stock Issued On Acquisition Of Code Red, Amount | $ 1,735,473 | ||
Shares Issued On Acquisition Of Reciprocity, Shares | 43,749,996 | ||
Shares Issued On Acquisition Of Reciprocity, Amount | $ 7,345,478 | ||
Shares Issued On Acquisition Of Nextgen, Shares | 83,328,750 | ||
Shares Issued On Acquisition Of Nextgen, Amount | $ 10,035,546 | ||
Shares Issued On Acquisition Of Cut&sew, Shares | 2,000,000 | ||
Shares Issued On Acquisition Of Cut&sew, Amount | $ 240,866 | ||
Private Placements, Shares | 12,632,900 | 61,581,477 | |
Private Placements, Amount | $ 2,357,404 | $ 23,091,436 | |
Share Issue Costs | $ (131,640) | $ (2,130,286) | |
Options Exercised, Shares | 312,766 | ||
Options Exercised, Amount | $ 150,045 | ||
Rsus Exercised, Shares | 1,000,000 | ||
Rsus Exercised, Amount | $ 395,000 | ||
Warrants Exercised, Shares | 480,000 | ||
Warrants Exercised, Amount | $ 222,443 | ||
Balances, Shares | 51,928,911 | 20,000,000 | 244,381,900 |
Balance, Amount | $ 6,340,328 | $ 513,735 | $ 45,690,856 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - CAD ($) | Jul. 22, 2021 | Mar. 24, 2021 | Mar. 04, 2021 | Feb. 19, 2021 | Nov. 17, 2020 | Oct. 02, 2020 | Jul. 06, 2021 |
Statement [Line Items] | |||||||
Options Exercised, Shares | 212,766 | ||||||
Options, Exercise Price | $ 0.47 | ||||||
Proceeds From Exercise Of Options | $ 100,000 | ||||||
Rsus Exercised, Shares Issued | 1,000,000 | ||||||
Shares Issued | (157,985) | ||||||
Code Red | |||||||
Statement [Line Items] | |||||||
Shares Issued | 9,300,000 | ||||||
Estimated Fair Value Of Shares Issued | $ 1,735,473 | ||||||
Reverse Take-Over Transaction | |||||||
Statement [Line Items] | |||||||
Assets Acquired And Liabilities Assumed | $ 63,846 | ||||||
Stock Issued On Reverse Take-over, Shares | 9,996,011 | ||||||
Stock Issued On Reverse Take-over, Amount | $ 1,865,356 | ||||||
Options To Purchase Common Stock, Shares Issued | 223,276 | ||||||
Options To Purchase Common Stock, Amount Issued | $ 16,030 | ||||||
Transactions Costs | $ 1,817,540 | ||||||
Units Issued | 12,032,900 | ||||||
Price Per Unit | $ 0.25 | ||||||
Gross Proceeds From Issuance Of Units | $ 3,008,225 | ||||||
Warrants, Exercise Price | $ 0.40 | ||||||
Warrants, Term | 24 months | ||||||
Finder's Fee, Cash | $ 105,000 | ||||||
Broker Warrants, Shares Issued | $ 420,000 | ||||||
Broker Warrants, Term | two years | ||||||
Broker Warrants, Exercise Price | $ 0.40 | ||||||
Private Placement | |||||||
Statement [Line Items] | |||||||
Units Issued | 21,250,000 | 16,700,000 | |||||
Price Per Unit | $ 0.40 | ||||||
Gross Proceeds From Issuance Of Units | $ 8,500,000 | $ 7,014,000 | |||||
Warrants, Exercise Price | $ 0.60 | $ 0.60 | |||||
Warrants, Term | 24 months | 36 months | |||||
Warranta Acceleration Right Exercisable, Covenant | If, at any time following the closing of the offering, the daily volume weighted average trading price of the common shares on the Canadian Securities Exchange is greater than $1.00 per common share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 trading days following the date of such written notice and press release (the “Warrant Acceleration Right”). | if, at any time following the date that is four months and one day from the date of the closing of the Offering, the daily volume weighted average trading price of the Company's common shares on the Canadian Securities Exchange is greater than $1.00 for the preceding five consecutive trading days. | |||||
Shares Issued | 21,250,000 | 8,350,000 | 1,190,738 | 600,000 | 12,032,900 | ||
Private Placement | Underwriters | |||||||
Statement [Line Items] | |||||||
Broker Warrants, Shares Issued | $ 1,487,500 | $ 1,169,000 | |||||
Broker Warrants, Term | 36 months | 36 months | |||||
Broker Warrants, Exercise Price | $ 0.40 | $ 0.60 | |||||
Cash Commission | $ 595,000 | $ 490,980 | |||||
Fee Expense | $ 500,000 | ||||||
Broker Warrants To Purchase Units | 1,169,000 | ||||||
Legal And Other Expenses | $ 178,835 | $ 159,995 | |||||
Non-Brokered Private Placement | |||||||
Statement [Line Items] | |||||||
Units Issued | 21,250,000 | 2,381,477 | 600,000 | ||||
Price Per Unit | $ 0.42 | $ 0.25 | |||||
Gross Proceeds From Issuance Of Units | $ 8,500,000 | $ 1,000,220 | $ 150,000 | ||||
Warrants, Exercise Price | $ 0.60 | $ 0.40 | |||||
Warrants, Term | 36 months | 24 months | |||||
Finder's Fee | $ 1,470 | ||||||
Finder Warrants, Shares Issued | 166,703 | ||||||
Finder Warrants, Exercise Price | $ 0.60 | ||||||
Finder Warrants, Term | 36 months |
SHARE BASED PAYMENTS (Details)
SHARE BASED PAYMENTS (Details) | 12 Months Ended | 13 Months Ended |
Nov. 30, 2020$ / shares | Dec. 31, 2021$ / shares | |
SHARE BASED PAYMENTS | ||
Balance, Number Of Stock Options | 100,000 | 2,185,344 |
Issued On Acquisition Of Gamesquare | 223,275 | |
Issued On Acquisition Of Reciprocity | 3,000,000 | |
Cancelled | 137,931 | |
Exercised | 312,766 | |
Granted | 2,000,000 | 14,509,241 |
Balance, Number Of Stock Options | 2,185,344 | 19,381,819 |
Balance, Weighted Average Exercise Price | $ 0.05 | $ 0.46 |
Issued On Acquisition Of Gamesquare, Weighted Average Exercise Price | 0.60 | |
Issued On Acquisition Of Reciprocity, Weighted Average Exercise Price | 0.40 | |
Cancelled, Weighted Average Exercise Price | 0.61 | |
Exercised, Weighted Average Exercise Price | 0.34 | |
Granted, Weighted Average Exercise Price | 0.48 | 0.45 |
Balance, Weighted Average Exercise Price | $ 0.46 | $ 0.45 |
SHARE BASED PAYMENTS (Details 1
SHARE BASED PAYMENTS (Details 1) | 13 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Statement [Line Items] | |
Options Outstanding | 19,381,819 |
Options Exercisable | 10,584,631 |
Weighted Average Grant Date Fair Value Vested | $ | $ 2,845,808 |
Weighted Average Remaining Life In Years | 1 year 6 months 7 days |
Exercise Price Range 3 [Member] | |
Statement [Line Items] | |
Options Outstanding | 350,000 |
Options Exercisable | 175,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 47,235 |
Weighted Average Remaining Life In Years | 2 years 3 months 29 days |
Exercise Price | $ / shares | $ 0.41 |
Expiry Date | Apr. 28, 2024 |
Exercise Price Range [Member] | |
Statement [Line Items] | |
Options Outstanding | 3,000,000 |
Options Exercisable | 3,000,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 415,208 |
Weighted Average Remaining Life In Years | 1 year 2 months 15 days |
Exercise Price | $ / shares | $ 0.40 |
Expiry Date | Mar. 16, 2023 |
Exercise Price Range 1 [Member] | |
Statement [Line Items] | |
Options Outstanding | 50,861 |
Options Exercisable | 50,861 |
Weighted Average Grant Date Fair Value Vested | $ | $ 3,566 |
Weighted Average Remaining Life In Years | 1 year 9 months |
Exercise Price | $ / shares | $ 0.61 |
Expiry Date | Oct. 1, 2023 |
Exercise Price Range 6 [Member] | |
Statement [Line Items] | |
Options Outstanding | 500,000 |
Options Exercisable | 375,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 106,226 |
Weighted Average Remaining Life In Years | 4 years 1 month 24 days |
Exercise Price | $ / shares | $ 0.50 |
Expiry Date | Feb. 24, 2026 |
Exercise Price Range 8 [Member] | |
Statement [Line Items] | |
Options Outstanding | 1,000,000 |
Options Exercisable | 750,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 183,553 |
Weighted Average Remaining Life In Years | 4 years 2 months 15 days |
Exercise Price | $ / shares | $ 0.44 |
Expiry Date | Mar. 16, 2026 |
Exercise Price Range 9 [Member] | |
Statement [Line Items] | |
Options Outstanding | 100,000 |
Options Exercisable | 50,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 16,324 |
Weighted Average Remaining Life In Years | 4 years 3 months 7 days |
Exercise Price | $ / shares | $ 0.41 |
Expiry Date | Apr. 9, 2026 |
Exercise Price Range 2 [Member] | |
Statement [Line Items] | |
Options Outstanding | 34,483 |
Options Exercisable | 34,483 |
Weighted Average Grant Date Fair Value Vested | $ | $ 2,793 |
Weighted Average Remaining Life In Years | 2 years 2 months 12 days |
Exercise Price | $ / shares | $ 0.58 |
Expiry Date | Mar. 14, 2024 |
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 | $ | $ 709,953 |
Weighted Average Remaining Life In Years | 3 years 10 months 24 days |
Exercise Price | $ / shares | $ 0.48 |
Expiry Date | Nov. 25, 2025 |
Exercise Price Range 5 [Member] | |
Statement [Line Items] | |
Options Outstanding | 2,000,000 |
Options Exercisable | 750,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 285,313 |
Weighted Average Remaining Life In Years | 4 years 21 days |
Exercise Price | $ / shares | $ 0.44 |
Expiry Date | Jan. 22, 2026 |
Exercise Price Range 7 [Member] | |
Statement [Line Items] | |
Options Outstanding | 550,000 |
Options Exercisable | 237,500 |
Weighted Average Grant Date Fair Value Vested | $ | $ 89,937 |
Weighted Average Remaining Life In Years | 4 years 2 months 1 day |
Exercise Price | $ / shares | $ 0.47 |
Expiry Date | Mar. 2, 2026 |
Exercise Price Range 10 [Member] | |
Statement [Line Items] | |
Options Outstanding | 1,100,000 |
Options Exercisable | 300,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 113,379 |
Weighted Average Remaining Life In Years | 4 years 3 months 29 days |
Exercise Price | $ / shares | $ 0.47 |
Expiry Date | Apr. 28, 2026 |
Exercise Price Range 11 [Member] | |
Statement [Line Items] | |
Options Outstanding | 2,300,000 |
Options Exercisable | 2,300,000 |
Weighted Average Grant Date Fair Value Vested | $ | $ 483,893 |
Weighted Average Remaining Life In Years | 4 years 6 months 3 days |
Exercise Price | $ / shares | $ 0.51 |
Expiry Date | Jul. 5, 2026 |
Exercise Price Range 12 [Member] | |
Statement [Line Items] | |
Options Outstanding | 6,396,475 |
Options Exercisable | 561,787 |
Weighted Average Grant Date Fair Value Vested | $ | $ 388,428 |
Weighted Average Remaining Life In Years | 4 years 8 months 23 days |
Exercise Price | $ / shares | $ 0.44 |
Expiry Date | Sep. 21, 2026 |
Stock Option [Member] | |
Statement [Line Items] | |
Weighted Average Remaining Life In Years | 3 years 10 months 9 days |
SHARE BASED PAYMENTS (Details N
SHARE BASED PAYMENTS (Details Narrative) | Jul. 05, 2021CAD ($)$ / sharesshares | Jun. 04, 2021CAD ($)shares | Apr. 09, 2021CAD ($)$ / sharesshares | Mar. 02, 2021CAD ($)$ / sharesshares | Oct. 02, 2020USD ($)$ / sharesshares | Sep. 20, 2021CAD ($)$ / sharesshares | Jul. 26, 2021CAD ($)shares | Apr. 28, 2021CAD ($)$ / sharesshares | Mar. 18, 2021CAD ($)$ / sharesshares | Mar. 16, 2021CAD ($)$ / sharesshares | Feb. 24, 2021CAD ($)$ / sharesshares | Jan. 22, 2021USD ($)$ / shares | Nov. 25, 2020CAD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020CAD ($) | Jan. 22, 2021CAD ($)$ / sharesshares | Oct. 13, 2020$ / sharesshares |
Statement [Line Items] | |||||||||||||||||
Estimated Life | 5 years | 5 years | 5 years | 3 years 25 days | 5 years | 5 years | 5 years | 2 years | 5 years | 5 years | 5 years | ||||||
Risk Free Interest Rate | 0.99% | 0.95% | 0.78% | 0.25% | 0.85% | 0.93% | 1.01% | 0.31% | 0.73% | 0.45% | 0.44% | ||||||
Expected Volatility | 46.60% | 46.50% | 52.60% | 100.00% | 46.40% | 46.30% | 50.10% | 50.10% | 52.90% | 100.00% | 52.70% | ||||||
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Number Of Options Granted | 2,300,000 | 100,000 | 550,000 | 6,396,475 | 1,100,000 | 212,766 | 500,000 | 2,000,000 | 2,000,000 | ||||||||
Options Exrecisable Price | (per share) | $ 0.51 | $ 0.43 | $ 0.47 | $ 0.435 | $ 0.47 | $ 0.47 | $ 0.40 | $ 0.50 | $ 0.44 | ||||||||
Options Expiration Date | Jul. 5, 2026 | Apr. 8, 2026 | Mar. 2, 2026 | Sep. 21, 2026 | Apr. 28, 2026 | Mar. 18, 2026 | Mar. 16, 2026 | Feb. 19, 2026 | Jan. 22, 2026 | Nov. 25, 2025 | |||||||
Fair Market Value Of Options | $ 483,893 | $ 17,666 | $ 117,368 | $ 16,030 | $ 1,138,100 | $ 166,107 | $ 42,405 | $ 415,208 | $ 110,384 | $ 709,953 | $ 360,627 | ||||||
Weighted Average Share Price | (per share) | $ 0.51 | $ 0.43 | $ 0.47 | $ 0.187 | $ 0.435 | $ 0.40 | $ 0.46 | $ 0.44 | $ 0.50 | $ 0.48 | $ 0.44 | ||||||
Issuance Of Replacement Options | 223,275 | 3,000,000 | |||||||||||||||
Number Of Options Expired | 137,931 | ||||||||||||||||
Weighted Average Options Exercise Price | (per share) | $ 0.48 | $ 0.61 | |||||||||||||||
Share Based Compensation | $ | $ 483,893 | $ 16,324 | $ 388,428 | $ 113,379 | $ 42,405 | $ 983,943 | $ 319,479 | ||||||||||
Description Of Installments Of Options | 200,000 of the options vest in two equal installments on March 13, 2022 and September 13, 2022, 450,000 of the options vest on March 13, 2022, 100,000 of the options vest on September 13, 2022, 145,000 options vest on December 31, 2021, 500,000 of the options vest in four equal instalments of 125,000 every six months starting on March 13, 2022 and 5,001,475 of the options vest in 35 monthly instalments of 138,929 starting on October 20, 2021 and the remaining 138,960 vesting on September 20, 2024 | ||||||||||||||||
Restricted Stock Units RSU [Member] | |||||||||||||||||
Statement [Line Items] | |||||||||||||||||
Number Of Options Granted | 2,000,000 | 2,667,158 | 1,575,000 | ||||||||||||||
Share Based Compensation | $ | $ 603,863 | $ 653,732 | $ 214,791 | ||||||||||||||
Description Of Installments Of Options | 1,000,000 of the RSUs vest immediately and 1,000,000 of the RSUs vest 12 months following the date of grant. The estimated fair value of the RSUs on the date of grant is amortized over the vesting periods. During the thirteen months ended December 31, 2021, the Company recognized an expense of $603,863. On July 6, 2021, 1,000,000 of the RSUs were exercised for 1, 000,000 common shares of the Company | 1,000,000 of the RSUs vested on the date of grant, 1,620,815 of the RSUs vest in thirty five equal installments of 46,309 per month starting on October 20, 2021 and the remaining 46,343 vest on September 20, 2021 | |||||||||||||||
Number Of Share Outstanding | 5,242,158 | ||||||||||||||||
Number Of Share Vested | 1,138,927 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Statement [Line Items] | |||||||||||||||||
Estimated Life | 3 years | 5 years | |||||||||||||||
Risk Free Interest Rate | 0.48% | 1.03% | |||||||||||||||
Expected Volatility | 46.30% | 50.10% | |||||||||||||||
Expected Dividend Yield | 0.00% | 0.00% | |||||||||||||||
Number Of Options Granted | 350,000 | 1,000,000 | |||||||||||||||
Options Exrecisable Price | $ / shares | $ 0.47 | $ 0.44 | |||||||||||||||
Fair Market Value Of Options | $ | $ 52,853 | $ 193,493 | |||||||||||||||
Weighted Average Share Price | $ / shares | $ 0.40 | $ 0.44 | |||||||||||||||
Share Based Compensation | $ | $ 89,937 | $ 47,235 | $ 183,553 | $ 106,226 | |||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Statement [Line Items] | |||||||||||||||||
Share Based Compensation | $ | $ 285,313 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020CAD ($)$ / shares | Dec. 31, 2021CAD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | |
WARRANTS | |||
Balance At Beginning | $ 0 | $ 13,052,900 | |
Private Placements | 12,632,900 | 30,790,738 | |
Broker Warrants Issued | $ 420,000 | 2,823,203 | |
Warrants Exercised | $ (480,000) | ||
Balance At Ending | $ 46,186,841 | ||
Weighted Average Exercise Prices, Beginning | (per share) | $ 0 | $ 0.40 | |
Weighted Average Exercise Prices, Private Placements | (per share) | 0.40 | 0.60 | |
Weighted Average Exercise Prices Brokers Warrants Issued | (per share) | $ 0.40 | 0.49 | |
Weighted Average Exercise Prices, Warrants Exercised | $ / shares | $ 0.40 | ||
Weighted Average Exercise Prices, Ending | $ / shares | $ 0.54 | ||
Grant Date Fair Value, Beginning | $ 0 | $ 827,461 | |
Grant Date Fair Value, Private Placements | 800,821 | $ 1,922,784 | |
Grant Date Fair Value, Broker Warrants Issued | $ 26,640 | 204,006 | |
Grant Date Fair Value, Warrants Exercised | (30,443) | ||
Grant Date Fair Value, Ending | $ 2,923,808 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 13 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Statement [Line Items] | |
Number Of Warrants | 46,186,841 |
Weighted Average Remaining Life In Years | 1 year 6 months 7 days |
Warrant [member] | |
Statement [Line Items] | |
Number Of Warrants | 11,972,900 |
Weighted Average Remaining Life In Years | 9 months |
Exercise Price | $ / shares | $ 0.40 |
Expiry Date | Oct. 2, 2022 |
Warrant 1 [member] | |
Statement [Line Items] | |
Number Of Warrants | 600,000 |
Weighted Average Remaining Life In Years | 10 months 17 days |
Exercise Price | $ / shares | $ 0.40 |
Expiry Date | Nov. 17, 2022 |
Warrant 2 [member] | |
Statement [Line Items] | |
Number Of Warrants | 1,357,441 |
Weighted Average Remaining Life In Years | 2 years 1 month 20 days |
Exercise Price | $ / shares | $ 0.60 |
Expiry Date | Feb. 19, 2024 |
Warrant 3 [member] | |
Statement [Line Items] | |
Number Of Warrants | 9,519,000 |
Weighted Average Remaining Life In Years | 2 years 2 months 4 days |
Exercise Price | $ / shares | $ 0.60 |
Expiry Date | Mar. 4, 2024 |
Warrant 4 [member] | |
Statement [Line Items] | |
Number Of Warrants | 21,250,000 |
Weighted Average Remaining Life In Years | 1 year 6 months 21 days |
Exercise Price | $ / shares | $ 0.60 |
Expiry Date | Jul. 22, 2023 |
Warrant 5 [member] | |
Statement [Line Items] | |
Number Of Warrants | 1,487,500 |
Weighted Average Remaining Life In Years | 2 years 6 months 21 days |
Exercise Price | $ / shares | $ 0.40 |
Expiry Date | Jul. 22, 2024 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | Mar. 04, 2021$ / shares | Oct. 02, 2020CAD ($)shares | Jul. 22, 2021$ / shares | Feb. 19, 2021$ / shares | Nov. 17, 2020$ / shares | Dec. 31, 2021$ / sharesshares | Apr. 14, 2022$ / shares | Jul. 22, 2021CAD ($)$ / sharesshares | Mar. 04, 2021CAD ($)$ / sharesshares | Feb. 19, 2021CAD ($)$ / sharesshares | Nov. 17, 2020CAD ($)$ / sharesshares | Oct. 02, 2020USD ($)$ / sharesshares |
Statement [Line Items] | ||||||||||||
Purchase Price Of Common Shares | $ / shares | $ 0.60 | |||||||||||
Warrants Issued | shares | (157,985) | (157,985) | ||||||||||
Share Price | $ / shares | $ 0.05 | |||||||||||
Dividend Yield | 0.00% | |||||||||||
Expected Volatility | 100.00% | |||||||||||
Risk-free Interest Rate | 0.25% | |||||||||||
Broker Warrants | shares | 46,186,841 | |||||||||||
Private Placement | ||||||||||||
Statement [Line Items] | ||||||||||||
Purchase Price Of Common Shares | $ / shares | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.40 | $ 0.40 | |||||||
Warrants Issued | shares | 12,032,900 | 21,250,000 | 8,350,000 | 1,190,738 | 600,000 | 12,032,900 | ||||||
Fair Value Of The Warrants | $ | $ 762,766 | $ 1,045,787 | $ 767,257 | $ 109,470 | $ 38,055 | |||||||
Share Price | (per share) | $ 0.40 | $ 0.42 | $ 0.34 | $ 0.187 | $ 0.187 | |||||||
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
Expected Volatility | 52.60% | 100.00% | 46.60% | 52.80% | 100.00% | |||||||
Risk-free Interest Rate | 0.48% | 0.25% | 0.45% | 0.30% | 0.27% | |||||||
Expected Life | 3 years | 2 years | 2 years | 3 years | 2 years | |||||||
Broker Warrants | shares | 420,000 | 1,487,500 | 1,169,000 | 166,703 | 420,000 | |||||||
Broker Warrants, Amount | $ 97,237 | $ 93,436 | $ 13,333 | $ 26,640 | ||||||||
Exercise Prices | $ / shares | $ 0.40 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) | 13 Months Ended |
Dec. 31, 2021CAD ($) | |
Balance, December 1, 2020 | $ 0 |
Non-controlling Interest Acquired On Acquisiton Of Reciprocity | (71,921) |
Share Of Profit For The Period | (40,901) |
Balance, December 31, 2021 | $ (112,822) |
NON-CONTROLLING INTEREST (Det_2
NON-CONTROLLING INTEREST (Details 1) - CAD ($) | 12 Months Ended | 13 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | |
Statement [Line Items] | |||
Current Assets | $ 1,214,212 | $ 12,328,348 | |
Non-current Assets | 0 | 99,535 | |
Current Liabilities | 949,903 | 3,745,746 | |
Carrying Amount Of Nci | 0 | (112,822) | |
Net (loss) | (3,573,108) | $ (263,110) | (26,556,311) |
Loss Allocated To Nci | 0 | 0 | (40,901) |
Cash Flows From Operating Activities | $ (545,627) | $ (191,592) | $ (13,928,053) |
Biblos [Member] | |||
Statement [Line Items] | |||
Nci Percentage | 60.00% | ||
Current Assets | $ 198,920 | ||
Non-current Assets | 803 | ||
Current Liabilities | (388,920) | ||
Translation Adjustment | 1,162 | ||
Net Assets | (188,035) | ||
Carrying Amount Of Nci | (112,822) | ||
Net (loss) | (68,168) | ||
Loss Allocated To Nci | (40,901) | ||
Cash Flows From Operating Activities | 9,473 | ||
Effect Of Foreign Exchange | 494 | ||
Net Change In Cash | $ 9,967 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - CAD ($) | Jul. 05, 2021 | Apr. 09, 2021 | Sep. 20, 2021 | Apr. 28, 2021 | Mar. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Key Management Compensation: | |||||||
Short Term Employee Benefits | $ 1,429,187 | $ 339,000 | |||||
Share-based Payments | $ 483,893 | $ 16,324 | $ 388,428 | $ 113,379 | $ 42,405 | 983,943 | 319,479 |
Total Key Management Compensation | $ 2,413,130 | $ 658,479 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - CAD ($) | 13 Months Ended | |
Dec. 31, 2021 | Nov. 30, 2020 | |
Statement [Line Items] | ||
Recorded In Share-based Compensation Related To The Vesting Options | 380,080 | |
Recorded In Share-based Compensation Related To The Vesting Rsus | 603,863 | |
Chief Executive Officer [Member] | ||
Statement [Line Items] | ||
Number Of Option Shares, Granted | 2,000,000 | |
Number Of Rsus Shares, Granted | 2,000,000 | |
Officer [Member] | ||
Statement [Line Items] | ||
Number Of Option Shares, Granted | 700,000 | |
Other related parties [member] | ||
Statement [Line Items] | ||
Accounts Payable And Accrued Liabilities | $ 225,978 | $ 255,807 |
NET LOSS PER SHARE (Details Nar
NET LOSS PER SHARE (Details Narrative) - shares | 13 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Equity Shares Used In Computing Earnings Per Equity Share | ||
Diluted (in Shares) | 156,258,509 | 24,995,371 |
FINANCIAL INSTRUMENTS FINANCI_3
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT (Details) | 13 Months Ended |
Dec. 31, 2021 | |
USD | |
Statement [Line Items] | |
Average Exchange Rate | 1.2556 |
Clsoing Exchange Rate | 1.2678 |
GBP | |
Statement [Line Items] | |
Average Exchange Rate | 1.7243 |
Clsoing Exchange Rate | 1.7132 |
FINANCIAL INSTRUMENTS FINANCI_4
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT (Details Narrative) | 13 Months Ended | |||||
Dec. 31, 2021USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Nov. 30, 2020USD ($) | Nov. 30, 2019CAD ($) | |
FINANCIAL INSTRUMENTS FINANCIAL RISK MANAGEMENT (Details) | ||||||
Cash | $ 7,642,593 | $ 7,642,593 | $ 660,686 | $ 660,686 | $ 322,143 | |
Accounts Payable And Accrued Liabilities | $ 2,796,757 | $ 845,273 | ||||
Cange In Percent Of Net Income | 1.00% | |||||
Increase/decrease In Net Income | $ 76,426 | |||||
Increase Or Decrease In Operating Loss Due To Strengthening Or Weakening Of Exchange Rates | 6,404 | |||||
Increase Or Decrease In Other Comprehensive Income Due To Strengthening Or Weakening Of Exchange Rates | 23,037 | |||||
Increase Or Decrease In Other Comprehensive Income Due To Strengthening Or Weakening Of Exchange Rates Approximately | $ 182,514 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details Narrative) | Jan. 11, 2021USD ($) | Dec. 31, 2022USD ($) | May 27, 2020USD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) |
CONTINGENCIES AND COMMITMENTS (Details Narrative) | |||||
Loan Received From Bank | $ 20,000 | $ 40,000 | |||
Total Amount Received From Bank | $ 60,000 | ||||
Contract Payment Required | 1,761,000 | ||||
Payments Upon Termination | $ 1,093,000 | ||||
Maturity Date | December 31, 2025 | ||||
Forgiven Amount | $ 20,000 | ||||
Interest Rate | 5.00% | ||||
Repayment Of Loan | $ 40,000 | ||||
Paycheck Protection Program Loan Amount | $ 631,906 | ||||
Loan Expiration Period | 2 years |
REVENUE AND SEGMENTED INFORMA_3
REVENUE AND SEGMENTED INFORMATION (Details) | 13 Months Ended | |||
Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020CAD ($) | Nov. 30, 2020CAD ($) | |
Statement [Line Items] | ||||
Non-current Assets | $ 99,535 | $ 0 | ||
Europe [Member] | ||||
Statement [Line Items] | ||||
Sponsorship | 0 | |||
Winning/player Buyout/other | 0 | |||
Total Team Revenue | 0 | |||
Cost Of Sales | 0 | |||
Gross Profit | 0 | |||
Influencer/on Screen Talent Representation | $ 5,707,071 | $ 488,774 | ||
Digital Media And Marketing | 0 | |||
Total Agency Revenue | 5,707,071 | 488,774 | ||
Gross Profita | 1,322,813 | 157,546 | ||
Non-current Assets | 1,236,690 | 4,621,095 | ||
USA [Member] | ||||
Statement [Line Items] | ||||
Sponsorship | 1,482,499 | |||
Winning/player Buyout/other | 1,258,047 | |||
Total Team Revenue | 2,740,546 | |||
Cost Of Sales | 2,647,056 | |||
Gross Profit | 93,490 | |||
Influencer/on Screen Talent Representation | 0 | 0 | ||
Digital Media And Marketing | 4,975,238 | |||
Total Agency Revenue | 4,975,238 | |||
Non-current Assets | 16,267,137 | 0 | ||
Canada [Member] | ||||
Statement [Line Items] | ||||
Sponsorship | 0 | |||
Winning/player Buyout/other | 0 | |||
Total Team Revenue | 0 | |||
Cost Of Sales | 0 | |||
Gross Profit | 0 | |||
Influencer/on Screen Talent Representation | 0 | 0 | ||
Digital Media And Marketing | 0 | |||
Total Agency Revenue | 0 | 0 | ||
Non-current Assets | 340,444 | 338,606 | ||
Mexico [Member] | ||||
Statement [Line Items] | ||||
Sponsorship | 0 | |||
Winning/player Buyout/other | 265,034 | |||
Total Team Revenue | 265,034 | |||
Cost Of Sales | 241,701 | |||
Gross Profit | 23,333 | |||
Influencer/on Screen Talent Representation | 0 | 0 | ||
Digital Media And Marketing | 0 | |||
Total Agency Revenue | 0 | 0 | ||
Gross Profita | 0 | 0 | ||
Non-current Assets | 36,900 | |||
Total [Member] | ||||
Statement [Line Items] | ||||
Sponsorship | 1,482,499 | |||
Winning/player Buyout/other | 1,523,081 | |||
Total Team Revenue | 3,005,580 | |||
Cost Of Sales | 2,888,757 | |||
Gross Profit | 116,823 | |||
Influencer/on Screen Talent Representation | $ 5,707,071 | 488,774 | ||
Digital Media And Marketing | 4,975,238 | 488,774 | ||
Total Agency Revenue | 10,682,309 | |||
Non-current Assets | $ 17,881,171 | $ 4,959,701 |
REVENUE AND SEGMENTED INFORMA_4
REVENUE AND SEGMENTED INFORMATION (Details 1) | 13 Months Ended |
Dec. 31, 2021CAD ($) | |
Customer 1 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 751,457 |
% Of Revenues For The Period | 5.00% |
% Of Amounts Recevable At Period End | 1.00% |
Customer 2 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 629,654 |
% Of Revenues For The Period | 5.00% |
% Of Amounts Recevable At Period End | 2.00% |
Customer 3 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 999,757 |
% Of Revenues For The Period | 7.00% |
% Of Amounts Recevable At Period End | 2.00% |
Customer 4 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 783,759 |
% Of Revenues For The Period | 6.00% |
% Of Amounts Recevable At Period End | 4.00% |
Customer 5 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 812,305 |
% Of Revenues For The Period | 6.00% |
% Of Amounts Recevable At Period End | 3.00% |
Customer 6 [Member] | |
Statement [Line Items] | |
$ Of Revenues For The Period | $ 772,895 |
% Of Revenues For The Period | 6.00% |
% Of Amounts Recevable At Period End | 2.00% |
REVERSE TAKEOVER TRANSACTION (D
REVERSE TAKEOVER TRANSACTION (Details) | 13 Months Ended |
Dec. 31, 2021USD ($) | |
Purchase Price Consideration Paid | |
Estimated Fair Value Of Shares Issued (i) | $ 1,865,356 |
Estimated Fair Value Of Options Issued (ii) | 16,030 |
Total | $ 1,881,386 |
REVERSE TAKEOVER TRANSACTION _2
REVERSE TAKEOVER TRANSACTION (Details 1) | Dec. 31, 2021CAD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2020CAD ($) | Oct. 02, 2020USD ($)shares |
REVERSE TAKEOVER TRANSACTION (Details) | ||||
Cash | $ 226,213 | |||
Trade Receivables | $ 3,863,965 | $ 347,269 | 37,492 | |
Amounts Receivable | 181,606 | |||
Prepaids | 77,320 | |||
Reclamation Deposits | 336,710 | |||
Other Investments | $ 0 | $ 62,635 | 62,635 | |
Accounts Payable And Accrued Liabilities | (342,520) | |||
Loan | (40,000) | |||
Reclamation Provision | $ (317,625) | |||
Warrants Issued | shares | (157,985) | |||
Total Of Net Assets Acquired | $ 63,846 | |||
Excess Of Purchase Price Over Fair Value Of Assets Acquired (expensed) | 1,817,540 | |||
Totals | $ 1,881,386 |
REVERSE TAKEOVER TRANSACTION _3
REVERSE TAKEOVER TRANSACTION (Details Narrative) - $ / shares | Oct. 02, 2020 | Dec. 31, 2021 |
REVERSE TAKEOVER TRANSACTION (Details) | ||
Description Of Estmated Fair Value | The estimated fair value of the shares issued was based on the financing price as completed by GameSquare on October 2, 2020 at $0.25 per unit (allocated 18.7 cents to the common shares and 6.3 cents to the warrants) and considering the exchange ratio of 5.8 to 1 | |
Description Of Reverse Takeover Transaction | the existing common shares in the capital of the Company (the “GameSquare Shares”) were consolidated on a 5.8 to 1 basis resulting in 9,996,011 GameSquare Shares outstanding post consolidation | |
Estimated Fair Value | 223,275 | |
Exercise Price | $ 0.60 | |
Risk Free Rate | 0.25% | |
Estimated Life | 3 years 25 days | |
Expected Volatility | 100.00% | |
Dividend Yield | 0.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Mar. 23, 2022$ / sharesshares | Apr. 14, 2022$ / shares | Apr. 14, 2022CAD ($) | Apr. 05, 2022USD ($) | Dec. 31, 2021$ / sharesshares | |
Statement [Line Items] | |||||
Non-brokered Private Placement | $ | $ 3 | ||||
Credit Facility | $ | $ 5 | ||||
Rsus To The Same Consultant | shares | 800,000 | ||||
Investment | $ | $ 62,635 | ||||
Per Common Share | $ / shares | $ 0.05 | ||||
Granted Options | shares | 223,275 | ||||
Exercise Prices | $ / shares | $ 0.60 | ||||
Subsequent Events [Member] | |||||
Statement [Line Items] | |||||
Granted Options | shares | 950,000 | ||||
Exercise Prices | $ / shares | $ 0.35 | ||||
Expiry Date | Mar. 23, 2027 |
Uncategorized Items - gmsqf_20f
Label | Element | Value |
Options Granted | gmsqf_OptionsGranted | $ 2,639 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 513,735 |
Common Shares | ||
Options Granted | gmsqf_OptionsGranted | 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | $ 513,735 |
Private Placement, Shares | gmsqf_PrivatePlacementShares | 20,000,000 |
Accumulated other comprehensive income | ||
Options Granted | gmsqf_OptionsGranted | $ 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 0 |
Contributed Surplus | ||
Options Granted | gmsqf_OptionsGranted | 2,639 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 0 |
[Accumulated Deficit] | ||
Options Granted | gmsqf_OptionsGranted | 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | (263,110) |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 0 |
Warrants | ||
Options Granted | gmsqf_OptionsGranted | 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 0 |
Non-Controlling Interest | ||
Options Granted | gmsqf_OptionsGranted | 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | 0 |
Contingently Issuable Shares and Options | ||
Options Granted | gmsqf_OptionsGranted | 0 |
[Profit (loss)] | ifrs-full_ProfitLoss | 0 |
Private Placement, Amount | gmsqf_PrivatePlacementAmount | $ 0 |