Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Entity Registrant Name | ADASTRA HOLDINGS LTD. |
Entity Central Index Key | 0001891512 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Voluntary Filers | No |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Current Reporting Status | Yes |
Entity Well-known Seasoned Issuer | No |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 55,970,547 |
Entity Incorporation, State or Country Code | Z4 |
Document Annual Report | true |
Entity Interactive Data Current | No |
Entity Address, Address Line One | 5451 - 275 Street |
Document Accounting Standard | International Financial Reporting Standards |
Document Transition Report | false |
Entity File Number | 000-56365 |
ICFR Auditor Attestation Flag | false |
Entity Address, City or Town | Langley |
Document Registration Statement | false |
Entity Address, State or Province | BC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | V4W 3X8 |
Document Shell Company Report | false |
Auditor Name | DAVIDSON & COMPANY LLP |
Auditor Location | Vancouver, Canada |
Auditor Firm ID | 731 |
Business Contact [Member] | |
Document Information [Line Items] | |
City Area Code | 778 |
Local Phone Number | 715-5011 |
Contact Personnel Name | Michael Forbes |
Entity Address, Address Line One | 5451 - 275 Street |
Contact Personnel Fax Number | 844-874-9893 |
Entity Address, City or Town | Langley |
Entity Address, State or Province | BC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | V4W 3X8 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,013,867 | $ 744,541 |
Amounts receivable | 3,561,765 | 1,497,812 |
Prepaid expenses and deposits | 414,212 | 150,128 |
Inventory | 4,005,282 | 1,828,173 |
Current assets, Total | 8,995,126 | 4,220,654 |
Long-term deposits | 512,000 | 109,800 |
Property and equipment | 9,726,822 | 9,774,966 |
Intangible assets | 3,133,808 | 3,541,608 |
Goodwill | 9,436,189 | 11,108,422 |
Total assets | 31,803,945 | 28,755,450 |
Current liabilities | ||
Accounts payable and accrued liabilities | 8,545,048 | 1,829,025 |
Current portion of lease liability | 17,640 | 10,688 |
Mortgage payable | 3,507,389 | 3,501,554 |
Loan payable | 314,555 | 0 |
Deferred revenue | 275,575 | 0 |
Current liabilities, Total | 12,660,207 | 5,341,267 |
Deferred tax liability | 808,000 | 960,000 |
Lease liability | 45,948 | 21,467 |
Government loan | 60,000 | 60,000 |
Total liabilities | 13,574,155 | 6,382,734 |
SHAREHOLDERS' EQUITY | ||
Share capital | 29,964,446 | 41,964,446 |
Shares to be cancelled | 0 | (12,000,000) |
Reserves | 6,474,732 | 6,336,019 |
Deficit | (18,209,388) | (13,927,749) |
Total shareholders' equity | 18,229,790 | 22,372,716 |
Total liabilities and shareholders' equity | $ 31,803,945 | $ 28,755,450 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||
Revenue | $ 18,131,826 | $ 5,628,616 | $ 2,499,355 |
Excise taxes | (4,836,748) | 0 | 0 |
Net Revenue | 13,295,078 | 5,628,616 | 2,499,355 |
Cost of sales | (7,183,029) | (3,684,925) | (1,713,774) |
Gross profit | 6,112,049 | 1,943,691 | 785,581 |
Operating expenses | |||
Advertising and promotion | 1,277,728 | 455,090 | 749,258 |
Automobile expenses | 1,482 | 4,741 | 0 |
Data program expenses | 1,042,216 | 288,804 | 0 |
Depreciation and amortization | 501,364 | 272,616 | 92,700 |
Insurance | 178,930 | 102,391 | 69,294 |
Office expenses | 685,266 | 323,778 | 227,271 |
Professional fees and consulting | 910,564 | 585,908 | 704,297 |
Provision for expected credit losses | 0 | 134,083 | 0 |
Repair and maintenance expenses | 219,169 | 0 | 0 |
Research expenses | 0 | 89,268 | 181,750 |
Share-based payments | 138,713 | 890,523 | 5,332,500 |
Travel | 122,531 | 59,617 | 4,029 |
Wages and salaries | 1,834,082 | 1,128,610 | 526,327 |
Write-down of inventory | 0 | 0 | 63,169 |
Total operating expenses | 6,912,045 | 4,335,429 | 7,950,595 |
Loss from operations | (799,996) | (2,391,738) | (7,165,014) |
Other income (expense) | |||
Accretion expense | 0 | 0 | (58,405) |
Gain on settlement of accounts payable | 21,000 | 53,396 | 0 |
Interest income | 0 | 0 | 8,303 |
Interest expense | (343,918) | (276,597) | (399,248) |
Loss on disposal of capital assets | 0 | (150,000) | 0 |
Impairment loss recognised in profit or loss, goodwill | (1,672,233) | 0 | 0 |
Loss on termination of license agreement | (1,542,492) | 0 | 0 |
Realized loss on marketable securities | 0 | 0 | (1,500) |
Loss before income taxes | (4,337,639) | (2,764,939) | (7,615,864) |
Deferred income tax recovery | 152,000 | 31,000 | 0 |
Income tax expense | (96,000) | (16,000) | 0 |
Net loss and comprehensive loss | $ (4,281,639) | $ (2,749,939) | $ (7,615,864) |
Net loss per share | |||
Basic earnings (loss) per share | $ (0.07) | $ (0.05) | $ (0.19) |
Diluted earnings (loss) per share | $ (0.07) | $ (0.05) | $ (0.19) |
Weighted average number of common shares outstanding | |||
Weighted average number of common shares outstanding, Basic | 59,230,848 | 50,225,704 | 39,695,235 |
Weighted average number of common shares outstanding, Diluted | 59,230,848 | 50,225,704 | 39,695,235 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss and comprehensive loss for the year | $ (4,281,639) | $ (2,749,939) | $ (7,615,864) |
Adjustments for non-cash items: | |||
Depreciation and amortization | 501,364 | 272,616 | 92,700 |
Depreciation - cost of sales | 874,644 | 825,783 | 479,490 |
Services paid in shares | 0 | 0 | 131,791 |
Interest expense | 343,918 | 276,597 | 390,251 |
Interest income | 0 | 0 | (8,303) |
Loss on disposal of capital assets | 0 | 150,000 | 0 |
Provision for expected credit losses | 0 | 134,083 | 0 |
Share-based payments | 138,713 | 890,523 | 5,332,500 |
Accretion | 0 | 0 | 58,405 |
Gain on settlement of accounts payable | (21,000) | (53,396) | 0 |
Deferred income tax recovery | (152,000) | (31,000) | 0 |
Impairment of goodwill | 1,672,233 | 0 | 0 |
Loss on termination of license agreement | 1,542,492 | 0 | 0 |
Realized loss on marketable securities | 0 | 0 | 1,500 |
Net change in non-cash working capital items: | |||
Amounts receivable | (3,606,445) | (344,914) | (668,972) |
Prepaid expenses and deposits | (264,084) | (99,419) | 950 |
Inventory | (2,177,109) | (406,936) | (1,421,237) |
Accounts payable and accrued liabilities | 6,472,449 | 81,909 | 419,069 |
Deferred revenue | 275,575 | 0 | 0 |
Cash provided by (used in) operating activities | 1,319,111 | (1,054,093) | (2,807,720) |
Investing activities | |||
Consideration paid on acquisition of Perceive MD | 0 | (10,000) | 0 |
Cash received from the acquisition of Perceive MD | 0 | 26,302 | 0 |
Cash received from the acquisition of AH BrandCo | 0 | 301,966 | 0 |
Long term excise stamp deposits | (402,200) | 0 | 0 |
Purchases of property and equipment | (625,037) | (581,079) | (1,827,044) |
Interest income | 0 | 0 | 8,303 |
Cash used in investing activities | (1,027,237) | (262,811) | (1,818,741) |
Financing activities | |||
Proceeds on private placement of units, net of share issue costs | 0 | 135,000 | 3,472,800 |
Proceeds from warrants exercise | 0 | 0 | 77,340 |
Proceeds from mortgage renegotiation, net of transaction costs | 0 | 992,877 | 0 |
Mortgage renewal fee | (35,000) | 0 | (18,345) |
Interest paid - mortgage | (265,203) | (208,537) | (196,699) |
Interest paid - lease liability | (3,810) | (846) | 0 |
Principal repaid - lease liability | (18,535) | (2,510) | 0 |
Proceeds from short-term loan | 300,000 | 0 | 0 |
Proceeds from government loan | 0 | 0 | 60,000 |
Cash (used in) provided by financing activities | (22,548) | 915,984 | 3,395,096 |
Net increase (decrease) in cash | 269,326 | (400,920) | (1,231,365) |
Cash, beginning of year | 744,541 | 1,145,461 | 2,376,826 |
Cash, end of year | $ 1,013,867 | $ 744,541 | $ 1,145,461 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - CAD ($) | Share capital [Member] | Shares to be cancelled [Member] | Debenture reserves [Member] | Reserves [Member] | Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 8,348,407 | $ 0 | $ 298,461 | $ 0 | $ (3,561,946) | $ 5,084,922 |
Beginning balance (Shares) at Dec. 31, 2019 | 36,228,941 | |||||
Convertible debentures - settlement | $ 3,418,390 | (298,461) | 70,814 | 3,190,743 | ||
Convertible debentures - settlement (Shares) | 2,532,140 | |||||
Units issued for cash | $ 3,494,400 | 3,494,400 | ||||
Units issued for cash (Shares) | 3,882,667 | |||||
Share issue cost | $ (60,100) | 38,500 | (21,600) | |||
Shares issued for cash - warrants | $ 77,340 | 77,340 | ||||
Shares issued for cash - warrants (Shares) | 42,967 | |||||
Shares issued - services | $ 131,791 | 131,791 | ||||
Shares issued - services (Shares) | 156,894 | |||||
Shares issued - debt settlement | $ 411,924 | 411,924 | ||||
Shares issued - debt settlement (Shares) | 490,491 | |||||
Share-based payment | 5,332,500 | 5,332,500 | ||||
Net loss and comprehensive loss | (7,615,864) | (7,615,864) | ||||
Ending balance at Dec. 31, 2020 | $ 15,822,152 | 0 | 0 | 5,441,814 | (11,177,810) | 10,086,156 |
Ending balance (Shares) at Dec. 31, 2020 | 43,334,100 | |||||
Shares issued on acquisition of PerceiveMD | $ 2,010,976 | 2,010,976 | ||||
Shares issued on acquisition of PerceiveMD (Shares) | 2,513,720 | |||||
Shares issued on acquisition of Phyto BrandCo | $ 24,000,000 | (12,000,000) | 12,000,000 | |||
Shares issued on acquisition of Phyto BrandCo (Shares) | 20,000,000 | |||||
Shares issued pursuant to the private placement | $ 131,318 | 3,682 | 135,000 | |||
Shares issued pursuant to the private placement (Shares) | 122,727 | |||||
Share-based payment | 890,523 | 890,523 | ||||
Net loss and comprehensive loss | (2,749,939) | (2,749,939) | ||||
Ending balance at Dec. 31, 2021 | $ 41,964,446 | (12,000,000) | 0 | 6,336,019 | (13,927,749) | 22,372,716 |
Ending balance (Shares) at Dec. 31, 2021 | 65,970,547 | |||||
Shares returned to treasury | $ (12,000,000) | 12,000,000 | ||||
Shares returned to treasury (Shares) | (10,000,000) | |||||
Share-based payment | 138,713 | 138,713 | ||||
Net loss and comprehensive loss | (4,281,639) | (4,281,639) | ||||
Ending balance at Dec. 31, 2022 | $ 29,964,446 | $ 0 | $ 0 | $ 6,474,732 | $ (18,209,388) | $ 18,229,790 |
Ending balance (Shares) at Dec. 31, 2022 | 55,970,547 | 55,970,547 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Nature Of Operations And Going Concern [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN [Text Block] | NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN Adastra Holdings Ltd. (the "Company") was incorporated under the laws of the province of British Columbia on October 14, 1987. The Company extracts and processes cannabis for sale to the recreational and medical markets in Canada. The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "XTRX". The Company's registered and records office is located at 5451 275th Street, Langley City, British Columbia, V4W 3X8. On April 9, 2021, the Company consolidated its issued share capital on a ratio of three old common shares for every one new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation. On August 10, 2021, the Company completed the acquisition of all of the issued and outstanding shares of 1225140 B.C. Ltd., doing business as PerceiveMD ("PerceiveMD") from the shareholders of PerceiveMD, pursuant to the terms of a share purchase agreement dated August 10, 2021 (Note 4). On September 15, 2021, the Company completed the acquisition of privately held 1204581 B.C. Ltd., doing business as Phyto Extractions ("Phyto BrandCo"), the owner of the intellectual property rights for the Phyto Extractions brand (Note 5). These consolidated financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to continue as a going concern is dependent on its ability to generate positive cash flows from operations, complete additional financings, and/or extend or modify its mortgage payable (Note 14). As at December 31, 2022, the Company had a working capital deficiency of $3,665,081. During the year ended December 31, 2022, the Company incurred a net loss and comprehensive loss of $4,281,639. These events and conditions indicate a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. If the going concern assumption were not appropriate for these financial statements, it could be necessary to restate the Company's assets and liabilities on a liquidation basis. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Basis Of Presentation [Abstract] | |
BASIS OF PRESENTATION [Text Block] | NOTE 2 - BASIS OF PRESENTATION (a) Statement of compliance These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). These consolidated financial statements were approved by the Board of Directors and authorized for issue on May 1, 2023. (b) Basis of measurement These consolidated financial statements have been prepared on a historical cost basis except for those financial instruments which have been classified at fair value through profit or loss. In addition, except for cash flow information, these consolidated financial statements have been prepared using the accrual method of accounting. All amounts on these consolidated financial statements are presented in Canadian dollars which is the functional currency of the Company and its subsidiaries. (c) Principles of consolidation These consolidated financial statements include the financial information of the Company and entities controlled by the Company. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases. All intercompany transactions and balances are eliminated on consolidation. The accounting policies of subsidiaries are changed where necessary to align them with the policies adopted by the Company. These consolidated financial statements incorporate the accounts of the Company and the following subsidiaries: Functional Ownership Adastra Labs Holdings (2019) Ltd. (formerly Adastra Labs Holdings Ltd.) CAD 100% Adastra Labs Inc. CAD 100% 1178562 B.C. Ltd. CAD 100% Adastra Brands Inc. CAD 100% Chemia Analytics Inc. CAD 100% 1225140 B.C. Ltd ("PerceiveMD") CAD 100% 1204581 B.C. Ltd. ("Phyto BrandCo") CAD 100% |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES [Text Block] | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (a) Significant accounting judgements and key sources of estimate uncertainty The preparation of the consolidated financial statements requires management to make judgements, and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Management continually evaluates these judgements, estimates and assumptions based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgements which may cause a material adjustment to the carrying amounts of assets and liabilities. The areas which require management to make critical judgments include: Going concern These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company's ability to source future operations and continue as a going concern involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption was not appropriate for the consolidated financial statements, adjustments to the carrying value of assets and liabilities, the reported expenses and the consolidated statement of financial position would be necessary. Such adjustments would be material. Impairment of property and equipment Property and equipment are reviewed for indicators of impairment at each reporting period end or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. Assessment of the transactions as asset acquisitions or business combinations Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset requires the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations Business combinations Judgement was used in determining whether the acquisitions of PerceiveMD and Phyto BrandCo were a business combination or an asset acquisition. Estimates were made as to the fair value of assets and liabilities acquired. In certain circumstances, such as the valuation of equipment, intangible assets and goodwill acquired, the Company may rely on independent third-party valuators. The Company measured all the assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the consideration paid over the acquisition-date fair values of the net assets acquired, was recognized as goodwill as of the acquisition date in business combination. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values, including the total consideration paid by the Company. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities including assessing the fair value of any identifiable intangible assets. For any intangible asset identified, due to the complexity of determining its fair value, an independent valuation expert may be engaged to measure the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. For any form of consideration paid by the Company, depending on the type of consideration paid and the complexity of determining its fair value, an independent valuation expert may be engaged to measure the fair value. In the event that there is contingent consideration in an acquisition management makes assumptions as to the probability of the consideration being paid. The information about significant areas of estimation uncertainty considered by management in preparing these financial statements is as follows: COVID-19 estimation uncertainty The coronavirus pandemic continues to have global impacts on workforces, economies, and financial markets. It is not possible for the Company to predict the duration or magnitude of any adverse effects that the pandemic may have on the Company's business or ability to raise funds. As of the date of these consolidated financial statements, COVID-19 has had minimal impact on the Company's ability to conduct its operations but may impact the Company's ability to raise funding should restrictions related to COVID-19 be expanded in scope. Inventory The Company reviews the net realizable value of, and demand for, its inventory regularly to provide assurance that recorded inventory is stated at the lower of cost or net realizable value. Factors that could impact estimated demand and selling prices include competitor actions, supplier prices, government regulations, and economic trends. The weighted average costing method uses estimates in the allocation of direct and indirect inputs in the production of multiple product categories. These estimated allocations could be impacted by variations in manufacturing yields in production. Useful lives and depreciation of property and equipment and intangible assets The depreciation methods and useful lives reflect the pattern in which management expects the assets' future economic benefits to be consumed by the Company. Judgments are required in determining these expected useful lives. Goodwill and intangible asset impairment Management uses estimates in determining the recoverable amount of intangible assets and goodwill. The determination of the recoverable amount for the purpose of impairment testing requires the use of significant estimates, such as: future cash flows; terminal growth rates; and discount rates. Management regularly evaluates these estimates and assumptions. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgment is also applied in choosing methods of amortizing intangible assets that management believes most accurately represent the consumption of those assets and are most representative of the economic substance of the intended use of the underlying assets. A change in the estimate would result in a change in the amount of amortization and, as a result, a charge to net loss recorded in the period in which the change occurs, with a similar change in the carrying value of the asset in the statement of financial position. Valuation of receivables The Company recognizes an impairment loss allowance for expected credit losses on trade accounts receivable using a probability-weighted estimate of credit losses. In its assessment, management estimates the expected credit losses based on actual credit loss experience and informed credit assessment, taking into consideration forward-looking information. If actual credit losses differ from estimates, future earnings would be affected. Valuation of share-based payments The Company uses the Black-Scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, risk-free interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's expenses and reserves. Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. (b) Cash Cash is comprised of deposits in financial institutions, and cash on hand. (c) Inventory Inventory is valued at the lower of cost and net realizable value. The cost of cannabis and hemp biomass is comprised of initial third-party acquisition costs, plus analytical testing costs. The Company uses the weighted average costing method to cost extracted cannabis and hemp oil inventory, costs comprised of initial acquisition cost of the biomass and all direct and indirect processing costs including labor related costs, consumables, materials, packaging supplies, utilities, facility costs, analytical testing costs, and production related depreciation. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Packaging and supplies are initially valued at cost and subsequently at the lower of cost and net realizable value. (d) Property and Equipment Property and equipment is measured at cost less accumulated depreciation and impairment losses. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. No depreciation is recorded in the year of disposal. Depreciation is recognized over the following terms, intended to depreciate the cost of property and equipment, less its residual values if any, over its estimated useful lives: Furniture and equipment 20% declining balance Leasehold improvements 10 years straight line Buildings 20 years straight line Extraction equipment 20% declining balance Laboratory equipment 20% declining balance Computer software 20% declining balance Right-of-use assets 4 years straight line over the lease term Cost includes expenditures that are directly attributable to the acquisition of the asset. 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 can be measured reliably. Repairs and maintenance costs are charged to profit or loss during the period they are incurred. Any gain or loss on the disposal or retirement of equipment is recognized in profit or loss. (e) Intangible assets Intangible assets represent trademarks and patient relationships acquired from business acquisitions. Intangible assets with finite lives are measured at cost less accumulated amortization and impairment losses. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication of impairment. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal 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 current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognized immediately in profit or loss. When an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been previously recognized. A reversal of an impairment loss is recognized immediately in profit or loss. An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss when the asset is derecognized. The Company's intangible assets are comprised of trademarks and patient relationships which are amortized over their useful lives: Trademarks Patient relationships (f) Goodwill The Company allocates goodwill arising from business combinations to each CGU or group of CGUs that are expected to receive the benefits from the business combination. The carrying amount of the CGU or group of CGUs to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. Should there be a recovery in the value of a CGU, any impairment of goodwill previously recorded is not subsequently reversed. (g) Leases liabilities Leases are recognized as a right-of-use ("ROU") asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Assets and liabilities arising from a lease are initially measured on a present value basis. Right-of-use assets are measured at cost comprising the following: • • • • The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The lease liability is subsequently measured by increasing its carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. The right-of-use asset is depreciated over the shorter of the lease term and the useful life of the underlying asset. The Company applies IAS 36 - Impairment of Assets As a practical expedient, IFRS 16 permits a lease not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has not used this practical expedient, and accordingly allocates the consideration in the contract to lease and non-lease components based on the stand-alone price of the lease component and aggregate stand-alone price of the non-lease components. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are presented as such in profit or loss. Recognition exemptions The Company has elected not to recognize the ROU asset and lease obligations for short-term leases that have a lease term of 12 months or less or for leases of low-value assets. Payments associated with these leases are recognized as general and administrative expense on a straight-line basis over the lease term on the consolidated statement of loss and comprehensive loss. (h) Government assistance Government grants and assistance are recognized as a reduction in the related expense in the period in which the grant or assistance becomes receivable on all conditions, if any, have been satisfied. During the year ended December 31, 2020, the Company qualified for a government-guaranteed bank loan of $60,000 which is interest-free. If the balance of the loan is repaid on or before December 31, 2023, 25% will not have to be repaid ($15,000). Funds can be used to pay non-deferrable operating expenses including payroll. As at December 31, 2022, the principal of $60,000 is outstanding (December 31, 2021 - $60,000). (i) Share capital Common shares are classified as shareholders' equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from shareholders' equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. The Company uses the residual value method with respect to the measurement of common share purchase warrants attached to private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component. The balance, if any, is allocated to the common share purchase warrants. Any fair value attributed to the common share purchase warrants is recorded as reserves. (j) Financial instruments All financial instruments are recognized initially at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. Classification and measurement of financial assets and liabilities A financial asset is classified as measured at: amortized cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. The Company classifies its financial instruments in the following categories based on the purpose for which the asset was acquired: FVTPL, amortized cost and FVOCI. The Company's financial assets and financial liabilities are classified and measured as follows: Asset/Liability Classification Cash FVTPL Amounts receivable Amortized cost Deposits FVTPL Accounts payable and accrued liabilities Amortized cost Mortgage payable Amortized cost Lease liability Amortized cost Loan payable Amortized cost Government loan Amortized cost Impairment An 'expected credit loss' ("ECL") model applies to financial assets measured at amortized cost. The Company's receivables and deposits are measured at amortized cost and are therefore subject to the ECL model. Financial assets, other than those classified at FVTPL, are assessed for indicators of impairment at each reporting date. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset (a "loss event"), and that loss event has an impact on the estimated future cash flows of that asset. Objective evidence may include significant financial difficulty of the debtor/obligor and/or delinquency in payment. When impairment has occurred, the cumulative loss is recognized in profit or loss. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. Impairment losses may be reversed in subsequent periods. (k) Revenue Cannabis product sales Revenue from the sale of products is recognized when the risks and rewards of the products have been substantially transferred to the customer (usually on delivery of the goods), which is the Corporation's sole performance obligation. The Corporation experiences few product returns and, accordingly, does not record a provision for estimated returns. Net revenues are recorded net of excise taxes and discounts but inclusive of freight in the sale of goods. During the year ended December 31, 2022, the Company had cannabis product sales of $15,613,320 (2021 - $5,004,453). White label manufacturing and tolling revenues White label manufacturing and tolling revenues, earned under fee for service agreements, are recognized at a point in time when the Company is considered to have satisfied its performance obligations. The performance obligations are considered satisfied once all of the following have been met: (i) the manufacturing process (services) are complete; (ii) regulatory quality assurance, and customer quality assurance specifications (acceptance of the finished goods) have been met; and (iii) when the transaction price can be reliably measured in instances of variable consideration or non-monetary consideration. At times, the Company may enter into contracts with customers where payment for the services provided by the Company is in the form of retention of a certain portion of the finished goods. In such instances, the consideration amount is variable and it's determined based on fair market values for the same or similar goods. As fair market values are readily available for cannabis concentrate, the level of estimation uncertainty is limited. Net revenues are recorded net of excise taxes and discounts but inclusive of freight in the sale of goods. Once the customer has accepted the finished goods, the Company has no obligations for returns, refunds, warranties or similar obligations. During the year ended December 31, 2022, the Company had revenue of $1,180,955 (2021 - $54,129) related to white label manufacturing and tolling revenues. Consulting revenue MSP remittance revenue is received from the provincial government of British Columbia for providing medical assessments and consultations to British Columbian residents under the Medical Services Plan ("MSP"). MSP remittance revenue is recognized at the point of service, being the provision of the consultation by the licensed physician. During the year ended December 31, 2022, the Company had MSP remittance revenues of $273,253 (2021 - $111,954) Referral revenue (educational service fees) is earned under referral agreements with licensed producers ("LP's") of medical cannabis in Canada, duly licensed in accordance with the Cannabis Act. Under the agreements, LP's pay the Company an educational service fee of 20% of the gross revenue they receive from sales of all products purchased by customers who have been referred by the Company, including medicinal cannabis and any oils, derivatives, compounds, or other related products. During the year ended December 31, 2022, the Company had referral revenues of $154,967 (2021 - $72,961) Licensing revenue Licensing revenue is a royalty arrangement whereby the Company recognizes revenue from the licensing of its intellectual property for the sale of consumer-packaged goods ("CPG") by a third party (the "Licensee"). The Company recognizes revenue as a percentage of the Licensee's gross profit when the Licensee sells and delivers products to their customers. During the year ended December 31, 2022, the Company had licensing revenues of $909,331 (2021 - $385,119) (l) Cost of sales Cost of sales represents costs directly related to manufacturing and distribution of the Company's products and services. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of production equipment and facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the cost of sales as the associated revenue is recognized. (m) Share-based payments The Company has a stock option plan that provides for the granting of options to Officers, Directors, related company employees and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in reserves as the options vest. Options granted to employees and others providing similar services are measured at the grant date at the fair value of the instruments issued. Fair value is determined using the Black-Scholes option pricing model using the terms and conditions upon which the options were granted as inputs. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value. Each grant is accounted for on that basis. Options granted to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received. Over the vesting period, share-based payments are recorded as an operating expense and as an increase in reserves. When options are exercised the consideration received is recorded as share capital and the related share-based payments originally recorded as reserves are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reversed from reserves and credited to deficit. (n) Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. (o) Impairment of non-financial assets The carrying amount of the Company's long-lived assets is reviewed for an indication of impairment at the end of each reporting period. If an indication of impairment exists, the Company makes an estimate of the asset's recoverable amount. Individual assets are grouped for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets (cash generating units). The recoverable amount of an asset group is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the CGU and are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money. Where the carrying amount of an asset group exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If an indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized. (p) Income taxes Income tax comprises current and deferred income taxes. Current income tax and deferred income tax are recognized in profit or loss, except to the extent that they relate to items recognized directly in shareholders' equity. Current income tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for any amendments to tax payable in respect of previous years. Deferred income tax is provided for, based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. (q) Loss per share Basic loss per common share is calculated by dividing the loss attributed to shareholders for the period by the weighted average number of common shares outstanding in the period. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. Diluted loss per share is equal to basic loss per share for the periods presented as the effect would be anti-dilutive. (r) Standards issued but not yet effective Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies. Amendments to IAS 1 - Presentation of Financial Statements In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non- current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. We do not expect these amendments to have a material effect on our financial statements. Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality ju |
ACQUISITION OF PERCEIVEMD
ACQUISITION OF PERCEIVEMD | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
ACQUISITION OF PERCEIVEMD [Text Block] | NOTE 4 - ACQUISITION OF PERCEIVEMD On August 10, 2021, the Company acquired all of the issued and outstanding shares of PerceiveMD. PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis and other therapies. The acquisition will allow the Company to generate revenue from providing cannabis under medical prescriptions. At closing, the Company issued 2,513,720 common shares to the former shareholders of PerceiveMD at a share price on the date of acquisition of $0.80 per share for $2,010,976 and $10,000 in cash, for total consideration of $2,020,976. The transaction was accounted for as a business combination under IFRS 3 Business Combinations Assets acquired: $ Cash 26,302 Accounts receivable 13,647 Corporate taxes receivable 26,000 65,949 Liabilities assumed: Accounts payable and other accrued liabilities (19,206 ) Fair value of net assets acquired 46,743 Purchase consideration Share consideration 2,010,976 Cash consideration 10,000 2,020,976 Identifiable intangible asset: Patient relationships 414,000 Deferred tax liability (112,000 ) Goodwill 1,672,233 The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than patient relationships ("Patient Relationships") which are amortized over their estimated useful economic lives. The fair value of Patient Relationships was determined using the discounted cash flow method considering the future cashflows expected to be received from patients, adjusted to reflect attrition. The key assumptions used in the cash flow projection related to Patient Relationships include: a discount rate of 16%; patient attrition rate of 20%; number of patients of 3,492 at the acquisition date; annual spending of $143 per patient, assumed growth at a long-term annual rate of 2%. The Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, Chief Executive Officer and a director of the Company was also a director and controlling shareholder of PerceiveMD. The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition. The two companies have operating synergies that can be leveraged subsequent to the acquisition by allowing the Company to sell manufactured products directly to clinical patients, increasing margins of both companies. During the year ended December 31, 2022, the Company included in the consolidated statement of loss and comprehensive loss is $428,220 (2021 - $185,496) of revenue and loss of $8,386 (2021 - income of $47,829) from PerceiveMD. In addition, the Company impaired the goodwill of PerceiveMD by $1,672,233 (Note 11) due to delays in the Company's ability to realize business synergies. If the acquisition occurred on January 1, 2021, management estimates that during the year ended December 31, 2021 revenue would have increased by $494,656 (unaudited) and net income would have been increased to approximately $127,545 (unaudited), respectively. |
ACQUISITION OF PHYTO BRANDCO
ACQUISITION OF PHYTO BRANDCO | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition Of Phyto Brandco [Abstract] | |
ACQUISITION OF PHYTO BRANDCO [Text Block] | NOTE 5 - ACQUISITION OF PHYTO BRANDCO On September 15, 2021, the Company acquired all of the issued and outstanding shares of Phyto BrandCo, the owner of the intellectual property rights for the Phyto Extractions brand consisting of 21 registered trademarks. Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties from the license holders, from sales of cannabis consumer packaged goods to provincial distributors and retailers. At closing, the Company issued 20,000,000 common shares to the former shareholders of Phyto BrandCo at a share price on the date of acquisition of $1.20 per share, for consideration of $24,000,000. Subsequent to the closing of the acquisition, the Company renegotiated the terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met. It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares. As a result, the revised consideration is 10,000,000 common shares at a share price on the date of acquisition of $1.20 per share, for total consideration of $12,000,000. The transaction has been accounted for as a business combination under IFRS 3 Business Combinations Assets acquired: $ Cash 301,966 Accounts receivable 255,154 Prepaid expenses 19,500 Equipment and right of use asset 85,108 661,728 Liabilities assumed: Accounts payable and other accrued liabilities (434,252 ) Lease liability (34,665 ) Fair value of net identifiable assets acquired 192,811 Purchase consideration Share consideration 24,000,000 Shares to be cancelled (12,000,000 ) 12,000,000 Identifiable intangible assets: Trademarks 3,250,000 Deferred tax liability (879,000 ) Goodwill 9,436,189 The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than property and equipment and trademarks which are depreciated over their estimated useful economic lives. The intangible asset is comprised of trademarks (the "Trademarks") with a fair value of $3,250,000. The fair value of the Trademarks was determined using the relief from royalty method. The key assumptions used in the cash flow projection related to the asset include: a discount rate of 12.5%; royalty rate of 10.0% for the remaining period of the licensing agreement and 2.0% thereafter, and annual net profit of the licensee. The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition. The Company believes that by acquiring Phyto BrandCo, certain synergies related to marketing, distribution networks, and brand loyalty can be leveraged. Included in the consolidated statement of loss and comprehensive loss is $909,331 (2021 - $385,119) of revenue and income of $70,124 (2021 - loss of $130,535) from Phyto BrandCo. If the acquisition occurred on January 1, 2021, management estimates that revenue for the year ended December 31, 2021 would have increased by $1,320,407 (unaudited) and net income would have been increased to approximately $295,106 (unaudited), respectively. |
AMOUNTS RECEIVABLE
AMOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Amounts Receivable [Abstract] | |
AMOUNTS RECEIVABLE [Text Block] | NOTE 6 - AMOUNTS RECEIVABLE As at December 31, 2022 and 2021, amounts receivables consisted of the following: December 31, 2022 December 31, 2021 $ $ Trade receivables, net of expected credit losses 3,561,765 1,441,601 Sales tax recoverable - 36,211 Income tax receivable - 20,000 3,561,765 1,497,812 During the year ended December 31, 2022, the Company recorded no provision for expected credit losses against trade receivables (2021 - $134,083). |
PREPAID EXPENSES AND DEPOSITS
PREPAID EXPENSES AND DEPOSITS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Prepaid Expenses And Deposits [Abstract] | |
PREPAID EXPENSES AND DEPOSITS [Text Block] | NOTE 7 - PREPAID EXPENSES AND DEPOSITS As at December 31, 2022 and 2021, prepaid expenses and deposits consisted of the following: December 31, December 31, 2021 $ $ Prepaid expenses 379,456 115,372 Deposits 34,756 34,756 414,212 150,128 As at December 31, 2022, deposits of $34,756 (2021 - $34,756), consist of security deposits and long-term deposits of $512,000 (2021 - $109,800) consist of deposits held in trust for excise bond and other deposits. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventory [Abstract] | |
INVENTORY [Text Block] | NOTE 8 - INVENTORY As at December 31, 2022 and 2021, inventory consisted of the following: December 31, 2022 December 31, 2021 $ $ Dried cannabis, hemp biomass and terpenes 262,517 545,765 Packaging 446,994 - Production work in process 1,616,623 462,737 Finished goods 1,679,148 819,671 4,005,282 1,828,173 Inventory expensed to cost of sales during the year ended December 31, 2022 was $4,327,949 (2021 - $3,353,267, 2020 - $1,148,692). During the year ended December 31, 2022, the Company recognized $nil (2021 - $nil, 2020 - $63,169) in relation to the write down of slow moving inventory. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment [abstract] | |
PROPERTY AND EQUIPMENT [Text Block] | NOTE 9 - PROPERTY AND EQUIPMENT The following table summarizes the continuity of property and equipment as at December 31, 2022 and 2021: Land Building Furniture Computer Laboratory Extraction Building Right-of- Total $ $ $ $ $ $ $ $ $ Cost Balance, December 31, 2020 1,592,232 1,999,328 84,849 12,105 211,395 2,911,209 3,928,281 - 10,739,399 Acquisition of Phyto Extractions - - 44,729 - - - - 40,376 85,105 Additions - - 28,206 150,000 257,820 342,779 - - 778,805 Impairment - - - (150,000 ) - - - - (150,000 ) Balance, December 31, 2021 1,592,232 1,999,328 157,784 12,105 469,215 3,253,988 3,928,281 40,376 11,453,309 Additions - - 21,361 - 772,956 45,652 30,127 49,968 920,064 Balance, December 31, 2022 1,592,232 1,999,328 179,145 12,105 1,242,171 3,299,640 3,958,408 90,344 12,373,373 Accumulated depreciation Balance, December 31, 2020 - 216,511 20,403 1,816 20,527 296,978 146,101 - 702,336 Depreciation - 99,968 19,621 2,056 77,662 576,919 196,416 3,365 976,007 Balance, December 31, 2021 - 316,479 40,024 3,872 98,189 873,897 342,517 3,365 1,678,343 Depreciation - 99,967 27,326 1,649 144,721 480,881 197,539 16,125 968,208 Balance, December 31, 2022 - 416,446 67,350 5,521 242,910 1,354,778 540,056 19,490 2,646,551 Carrying value Balance, December 31, 2021 1,592,232 1,682,849 117,760 8,233 371,026 2,380,091 3,585,764 37,011 9,774,966 Balance, December 31, 2022 1,592,232 1,582,882 111,795 6,584 999,261 1,944,862 3,418,352 70,854 9,726,822 During the year ended December 31, 2022, the Company allocated $874,644 (2021 - $825,783, 2020 - $479,490) of depreciation to the production of inventory and $93,564 (2021 - $150,224, 2020 - $92,700) to operating expenses. During the year ended December 31, 2021, the Company recognized an impairment expense of $150,000 related to a developing software for which no future economic benefits are expected to occur. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
INTANGIBLE ASSETS [Text Block] | NOTE 10 - INTANGIBLE ASSETS The following table summarizes the continuity of intangible assets as at December 31, 2022 and 2021: Trademarks Patient relationships Total $ $ $ Cost Balance, December 31, 2020 - - - Additions 3,250,000 414,000 3,664,000 Balance, December 31, 2022 and 2021 3,250,000 414,000 3,664,000 Accumulated depreciation Balance, December 31, 2020 - - - Amortization 94,792 27,600 122,392 Balance, December 31, 2021 94,792 27,600 122,392 Amortization 325,000 82,800 407,800 Balance, December 31, 2022 419,792 110,400 530,192 Carrying value Balance, December 31, 2021 3,155,208 386,400 3,541,608 Balance, December 31, 2022 2,830,208 303,600 3,133,808 During the year ended December 31, 2021, the Company acquired a total of $3,250,000 in Trademarks (Note 5). These Trademarks have a useful life of 10 years and are measured at cost less accumulated amortization and impairment losses. These Trademarks are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually. On October 3, 2022, the Company terminated the license agreement with the previous Trademark licensee who had sole use of the Trademarks acquired pursuant to the Phyto BrandCo acquisition (Note 5). As a result, the Company now retains all rights to the Trademarks and will begin selling the related cannabis consumer packaged goods directly to provincial distributors and retailers. During the year ended December 31, 2022, the Company recorded a $1,542,492 loss on the termination of the license agreement. (Note 23) During the year ended December 31, 2021, the Company acquired a total of $414,000 in Patient Relationships (Note 4). These relationships have a useful life of 5 years and are measured at cost less accumulated amortization and impairment losses. These relationships are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |
GOODWILL [Text Block] | NOTE 11 - GOODWILL The following table summarizes the continuity of goodwill as at December 31, 2022 and 2021: December 31, December 31, 2021 $ $ Opening balance 11,108,422 - Addition - PerceiveMD acquisition (Note 4) - 1,672,233 Addition - Phyto BrandCo acquisition (Note 5) - 9,436,189 Impairment - PerceiveMD (1,672,233 ) - Closing balance 9,436,189 11,108,422 Annual impairment testing involves determining the recoverable amount of the CGU groups to which goodwill is allocated and comparing this to the carrying value of the CGU groups. To estimate the recoverable amount of each CGU, management calculated the value in use using an income approach over a five-year projection period, which is a Level 3 measurement within the fair value hierarchy. The Company has two CGUs, PerceiveMD operations and manufacturing operations, in which Phyto BrandCo operates. The Company used the following key assumptions to calculate the recoverable amounts for the CGUs. Included in management's projection of future cash flows were based on consideration of economic, industry and entity-specific risks and incorporated external information sources. In addition, the following key assumptions were used for the Licensed CGU as outlined below: For the year ended December 31, 2022 Manufacturing CGU PerceiveMD CGU Terminal value growth rate 2% 2% Tax rate 27% 27% After-tax discount rate 20% 17.5% Average annual growth rate 10% 2% Gross margin 51% 21% PerceiveMD CGU During the year ended December 31, 2022, the Company recognized an impairment expense of $1,672,233 related to the PerceiveMD goodwill (2021 - $nil). The Company estimated the recoverable amount of the CGU to be $431,052. The Company has been delayed in its ability to realize the business synergies and allow sales directly to clinical patients and therefore management believes the carrying value was no longer supportable. Manufacturing CGU The recoverable amount of the manufacturing CGU, which Phyto BrandCo is allocated, was estimated to be $24,977,404. If the recoverable amount was determined to be 10% lower than management's estimates at December 31, 2022, the recoverable amount would have changed by $2,497,740. No impairment is indicated under this scenario. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Trade And Other Payables [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [Text Block] | NOTE 12 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2022 and 2021, accounts payable and accrued liabilities consisted of the following: December 31, 2022 December 31, 2021 $ $ Accounts payable 2,992,928 1,408,210 Accrued liabilities 549,747 114,336 Excise tax payable 4,153,096 - Income tax payable 89,658 - Sales tax payable 759,619 306,479 8,545,048 1,829,025 |
LEASE LIABILITY
LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities [abstract] | |
LEASE LIABILITY [Text Block] | NOTE 13 - LEASE LIABILITY A summary of the Company's lease liabilities for the year ended December 31, 2022 and 2021 is as follows: December 31, December 31, 2021 $ $ Opening balance 32,155 - Acquired - Phyto BrandCo acquisition - 34,665 Additions - equipment 49,968 - Interest 3,810 846 Repayments (22,345 ) (3,356 ) Closing balance 63,588 32,155 Less: current portion (17,640 ) (10,688 ) Long-term portion 45,948 21,467 On October 15, 2020, prior to being acquired by the Company, Phyto BrandCo (Note 5) entered into a four-year lease agreement for a promotional vehicle. The base monthly payment is $1,119 with an initial payment of $9,732. The incremental borrowing rate used to discount the lease liability was 10%. On August 15, 2022, the Company entered into a five-year lease agreement for a forklift. The base monthly payment is $815 with an initial payment of $6,477. The incremental borrowing rate used to discount the lease liability was 10%. |
MORTGAGE PAYABLE
MORTGAGE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about borrowings [abstract] | |
MORTGAGE PAYABLE [Text Block] | NOTE 14 - MORTGAGE PAYABLE Second Third Fourth Fifth Total $ $ $ $ $ Balance, December 31, 2020 2,442,830 - - - 2,442,830 New mortgage (refinancing) (2,446,000 ) - 3,500,000 - 1,054,000 Transaction costs - (18,345 ) (42,778 ) - (61,123 ) Finance expense 35,783 104,723 133,878 - 274,384 Repayments (32,613 ) (86,378 ) (89,546 ) - (208,537 ) Balance, December 31, 2021 - - 3,501,554 - 3,501,554 New mortgage (refinancing) - - (3,500,000 ) 3,500,000 - Transaction costs - - - (35,000 ) (35,000 ) Finance expense - - 131,154 174,884 306,038 Repayments - - (132,708 ) (132,495 ) (265,203 ) Balance, December 31, 2022 - - - 3,507,389 3,507,389 a) The carrying value of the Second Mortgage as at December 31, 2020 was $2,442,830. Included in mortgage payable on initial recognition were the related mortgage transaction costs of $18,345 which were amortized over the term of the Second Mortgage using the effective interest rate method. The Company maintained minimum interest-only payments of $16,307 per month in connection with the Second Mortgage. Total interest expense of the Second Mortgage during the year ended December 31, 2022 were $nil (2021 - $35,783, 2020 - $178,242). b) On July 9, 2021, the Third Mortgage was refinanced (see below). Until refinancing, the Company maintained minimum interest-only payments of $16,307 per month. Total interest expense during the year ended December 31, 2022 were $nil (2021 - $104,723, 2020 - $nil). c) The Fourth Mortgage payable was recorded at amortized cost (principal value less $42,778 transaction costs). At December 31, 2022, the carrying value of the Fourth Mortgage was $nil (2021 - $3,501,554). The Company maintained minimum interest-only payments of $18,959 per month. Total interest expense during the year ended December 31, 2022 was $131,154 (2021 - $133,878, 2020 - $nil). On September 28, 2022, the Forth Mortgage was refinanced. d) The Fifth Mortgage payable was recorded at amortized cost (principal value less $35,000 transaction costs). At December 31, 2022, the carrying value of the Fifth Mortgage was $3,507,389 (2021 - $nil). The Company maintains minimum interest-only payments of $18,959 per month. As at December 31, 2022, the total non-discounted remaining scheduled payments related to the mortgage including interest payments totaled $3,822,505. Total interest expense during the year ended December 31, 2022 was $174,884 (2021 - $nil. 2020 - $nil). |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Loan Payable [Abstract] | |
LOAN PAYABLE [Text Block] | NOTE 15 - LOAN PAYABLE During the year ended December 31, 2022, the Company received a short-term loan of $300,000 with an interest rate of 1.5% per month. The loan is unsecured and is due on demand. Total interest expense during the year ended December 31, 2022 was $9,000. |
CONVERTIBLE DEBENTRURES
CONVERTIBLE DEBENTRURES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Convertible Debentures [Abstract] | |
CONVERTIBLE DEBENTRURES [Text Block] | NOTE 16 - CONVERTIBLE DEBENTRURES On October 31, 2019, the Company closed a 2,353,333 convertible debenture unit offering at a price of $1.35 per debenture unit for gross proceeds $3,177,000. Each debenture consisted of a 12% secured convertible debenture with a maturity of two years from the date of issuance. If the holder converted their debenture unit, they were entitled to one common share and one share purchase warrant exercisable at $2.25 per share two years from the date of the convertible debenture closing October 31, 2021 at the holder's discretion. If the closing price of the Common Shares of the Company was higher than $3.00 for any 10 consecutive trading days, the expiry date of the Warrants may be accelerated to the 30th day after the date of a news release announcing such acceleration. The debentures were secured to the facility subordinate to the mortgage currently on the facility. As the debentures were convertible into units, the liability and equity components were presented separately on the consolidated statement of financial position. The initial carrying amount of the financial liability was determined by discounting the stream of future payments of interest and principal at a market interest rate of 16% totaling $2,878,539. Using the residual method, the carrying amount of the conversion feature is the difference between the principal amount and the initial carrying value of the financial liability. The equity component was recorded in debenture reserves on the consolidated statement of financial position totaling $298,461. The debentures, net of the equity components were accreted using the effective interest method over the term of the debentures, such that the carrying amount of the financial liability was equal to the principal balance at maturity. During the year ended December 31, 2020, the Company settled principal plus accrued interest of $3,418,390 relating to the debentures through the issuance of 2,532,140 units. Accordingly, the Company reallocated $298,461 from debenture reserves to share capital. During the year ended December 31, 2020, the Company recorded interest expense of $169,552 and accretion expense of 58,405. There was no interest or accretion related to convertible debt for the years ending December 31, 2021 and 2022. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
SHARE CAPITAL [Text Block] | NOTE 17 - SHARE CAPITAL (a) Authorized Unlimited number of voting common shares without par value. (b) Issued share capital As at December 31, 2022, 55,970,547 common shares were issued and outstanding. (c) Share issuances During the year ended December 31, 2022, the Company had the following share transactions: (i) During the year ended December 31, 2021, the Company had the following share transactions: (i) (ii) (iii) (iv) During the year ended December 31, 2020, the Company had the following share transactions: (i) (ii) (iii) (iv) In conjunction with the financing, finders' fees of $21,600 in cash were paid and 24,067 compensation options (each a "Compensation Option") were granted. Each Compensation Option entitles the holder to purchase a unit on the same terms as the offering for a period of two years from the date of issuance. Each underlying common share purchase warrant (a "Compensation Option Warrant") will be subject to the same terms as the warrants attached to the units sold in the financing. If the Compensation Option Warrants are accelerated prior to the exercise of the Compensation Option, each Compensation Option Warrant will expire 30 days after the date of exercise of the Compensation Option. The fair value of the Compensation Option was $38,500 ($1.59 per Compensation Option) and was recognized as a share issuance cost. The fair value of the Compensation Options was estimated using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 0.28%, annualized volatility of 100%, expected dividend yield of nil%, and an expected life of 2 years. Additionally, the Company settled services and outstanding indebtedness of $543,715 through the issuance of 647,385 common shares at a fair value price of $0.84 per common share. The common shares issued in connection with the services and debt settlement are subject to a hold period that expires four months and one day from the date of issuance. (v) (vi) (vii) (d) Escrow shares The Company entered into an Escrow Agreement in connection with closing the Reverse takeover ("RTO") on December 20, 2019, in relation to certain of its common shares which were placed in escrow. Pursuant to the Escrow Agreement the escrowed common shares are subject to a timed-release schedule whereby a 10% portion of the escrow shares will be released beginning on listing date, and 15% every six months thereafter until January 6, 2023. As at December 31, 2022, 1,300,000 common shares were held in escrow (2021 - 4,635,001, 2020 - 6,500,000). (e) Stock options The Company has an incentive stock option plan (the "Plan") which provides for the granting of options. Under the Plan the maximum number of stock options issued cannot exceed 10% of the Company's currently issued and outstanding common shares. Options granted under the Plan may have a maximum term of ten years. A participant, who is not a consultant conducting investor relations activities, who is granted an option that is exercisable at the market price at the date of grant, will have their options vest immediately, unless otherwise determined by the Board of Directors. Options granted at below market prices will vest one-sixth every three months. Options belonging to a participant who is a consultant conducting investor relations activities who is granted an option under the Plan will become vested with the right to exercise one-quarter of the option upon conclusion of every three months subsequent to the grant date. All options are to be settled by physical delivery of shares. During the year ended December 31, 2022, the Company had the following grants: (i) During the year ended December 31, 2021, the Company had the following grants: (i) (ii) (iii) During the year ended December 31, 2020, the Company had the following grants: (i) (ii) (iii) The fair value of the stock options granted during the year ended December 31, 2022, 2021 and 2020 was estimated using the Black-Scholes option pricing model using the following assumptions: 2022 2021 2020 Risk-free interest rate 3.13% 0.71 - 1.42% 0.34 - 1.29% Annualized volatility 100% 100% 100% Expected dividend yield 0.00% 0.00% 0.00% Expected life 5 years 5 years 2 - 5 years A summary of the changes in the Company's stock options outstanding and exercisable is as follows: Stock options Weight # $ As at December 31, 2019 - - Granted 4,206,667 1.73 Cancelled (40,000 ) 1.35 As at December 31, 2020 4,166,667 1.73 Granted 1,148,333 1.05 Cancelled (1,599,999 ) 1.89 As at December 31, 2021 3,715,001 1.45 Granted 300,000 0.75 Cancelled (283,334 ) 1.51 Expired (66,667 ) 1.35 As at December 31, 2022 3,665,000 1.40 As at December 31, 2022, the Company had stock options outstanding and exercisable as follows: Expiry date Options outstanding Weighted average Weighted average # $ Years January 30, 2025 1,583,334 1.35 2.08 August 5, 2025 683,333 2.34 2.60 August 5, 2026 33,333 1.35 3.59 October 25, 2026 900,000 1.06 3.82 October 28, 2026 165,000 0.95 3.83 August 19, 2027 300,000 0.75 4.64 3,665,000 1.40 2.91 (f) Warrants As an incentive to complete a private placement the Company may issue units which include common shares and common share purchase warrants. Finders' warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model. The fair value of the finders' warrants granted during the year ended December 31, 2022, 2021 and 2020 was estimated using the Black-Scholes option pricing model using the following assumptions: 2022 2021 2020 Risk-free interest rate N/A 0.88% N/A Annualized volatility N/A 100% N/A Expected dividend yield N/A 0.00% N/A Expected life N/A 2 years N/A A summary of the changes in the Company's warrants outstanding and exercisable is as follows: Warrants Weight # $ As at December 31, 2019 2,470,552 2.19 Issued 6,414,807 1.80 Exercised (42,967 ) 1.80 Expired (506,400 ) 2.76 As at December 31, 2020 8,335,992 1.80 Issued 122,727 1.75 As at December 31, 2021 8,458,719 1.80 Expired (8,335,992 ) 1.80 As at December 31, 2022 122,727 1.75 As at December 31, 2022, the Company had warrants outstanding and exercisable as follows: Expiry date Warrants outstanding Weighted average Weighted average # $ Years October 18, 2023 122,727 1.75 0.80 122,727 1.75 0.80 (g) Compensation options As at December 31, 2022, the Company has nil (2021 - 24,067) compensation options outstanding and exercisable. These compensation options with an exercise price of $0.50 expired on July 13, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of transactions between related parties [abstract] | |
RELATED PARTY TRANSACTIONS [Text Block] | NOTE 18 - RELATED PARTY TRANSACTIONS Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company. There were no loans to key management personnel or directors, or entities over which they have control or significant influence during the year ended December 31, 2022 and 2021. During the year ended December 31, 2022, 300,000 options were granted (2021 - 933,333, 2020 - 1,933,333) to Officers and Directors having a fair value on grant of $138,713 (2021 - $738,219, 2020 - $2,531,999). The following related parties transacted with the Company or Company-controlled entities during the year ended December 31, 2022, 2021 and 2020: a) b) c) d) e) f) g) h) i) j) The aggregate value of transactions, excluding share-based payments, with key management personnel and directors and entities over which they have control or significant influence during the year ended December 31, 2022, 2021 and 2020 were as follows: 2022 2021 2020 $ $ $ Andrew Hale - 134,666 180,091 DBM CPA Inc. - 61,091 150,900 Donald Dinsmore 102,705 172,535 - Invictus Accounting Group LLP 286,539 74,518 - MDC Forbes Inc. 127,350 40,000 - Pipedreemz Inc. 2,000 - 2,500 518,594 482,810 333,491 As at December 31, 2022 and 2021, the Company had an outstanding accounts payable balance with related parties as follows: December 31, December 31, $ $ Donald Dinsmore - 50,000 Invictus Accounting Group LLP 13,884 8,933 MDC Forbes Inc. 62,427 10,500 Michael Forbes 20,000 1,188 Pipedreemz Inc. 3,350 - 99,661 70,621 All related party balances are unsecured and are due within thirty days without interest and incurred in the normal course of business. The transactions with the key management personnel and directors are included in operating expenses as follows: (a) Consulting fees and professional fees Includes CEO services by Michael Forbes, charged to the Company via MDC Forbes Inc., accounting and tax services of the Company's former CFO, Stephen Brohman, charged to the Company via DBM CPA Inc., accounting services of the Company's former CFO, Oliver Foeste, charged to the Company via Invictus Accounting Group LLP, and consulting services by George Routhier, charged to the Company via Pipedreemz Inc. (b) Wages and salaries Includes services provided by Donald Dinsmore as prior COO. In addition to the above, the Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, was also a Director and controlling shareholder of PerceiveMD prior to the transaction (Note 4). |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION [Text Block] | NOTE 19 - SUPPLEMENTAL CASH FLOW INFORMATION 2022 2021 2020 $ $ Non-cash financing activities Conversion of convertible debentures - debenture reserves - - 298,461 Convertible debentures - settlement - - (3,418,390 ) Convertible debentures - reserves - - (70,814 ) Share issuance costs - Compensation Options - - (38,500 ) Shares returned to treasury 12,000,000 - - Non-cash investing activities Equipment purchases included in accounts payable and accrued liabilities (442,785 ) (197,726 ) 274,692 Equipment acquired through a lease agreement (49,968 ) - 411,924 Total income tax paid in the year ended December 31, 2022 was $nil (2021 - $nil, 2020 - $nil). |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Financial Risk Management [Abstract] | |
FINANCIAL RISK MANAGEMENT [Text Block] | NOTE 20 - FINANCIAL RISK MANAGEMENT (a) Capital management The Company's capital structure consists of all components of shareholders' equity. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations including corporate and administrative functions and to support operations. The Company obtains funding primarily through issuing common stock and through its mortgage payable. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. There were no changes in the Company's approach to capital management during the year ended December 31, 2022. The Company is not subject to externally imposed capital requirements. (b) Financial instruments - fair value The Company's financial instruments consist of cash, trade receivables, deposits, accounts payable and accrued liabilities, mortgage payable, and government loan, all of which are classified as and measured at amortized cost. As at December 31, 2022, the carrying values of cash, trade receivables, deposits and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. (c) Financial instruments - risk The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest rate risk. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations. The Company is exposed to credit risk through its cash balances held in financial institutions and trade receivables. The maximum exposure to credit risk is equal to the carrying value of such financial assets. The objective of managing credit risk is to minimize potential losses on financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors. The Company has recognized a provision for expected credit losses on its trade receivables. Cash is only deposited with or held by institutions of high credit worthiness. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages its liquidity risk by reviewing on an ongoing basis its cash position and if required raises funding through additional share capital issuances or debt financing. As at December 31, 2022, the Company had a cash balance of $1,013,867 and current liabilities of $12,660,207 (December 31, 2021 - $744,541 and $5,341,267 respectively). Interest rate risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company's mortgage payable and lease liabilities carry fixed interest rates and as such, the Company is not exposed to interest rate risk. (d) Economic dependence Economic dependence risk is the risk of reliance upon a select number of customers which significantly impact the financial performance of the Company. During the year ended December 31, 2022, four customers represented approximately 97% of the Company's revenue (2021 - two customers representing 99% of the Company's revenue, 2020 - three customers' representing 79%,16% and 5% of revenue). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Commitments And Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENCIES [Text Block] | NOTE 21 - COMMITMENTS AND CONTINGENCIES A summary of undiscounted liabilities and future operating commitments as at December 31, 2022, are as follows: Total Within 1 year 2 - 5 years Maturity analysis of financial liabilities $ $ $ Accounts payable and accrued liabilities 8,545,048 8,545,048 - Loan payable 314,555 314,555 - Lease liability 78,309 23,205 55,104 Mortgage payable 3,822,505 3,822,505 - Government loan 60,000 - 60,000 12,820,417 12,705,313 115,104 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of operating segments [abstract] | |
SEGMENTED INFORMATION [Text Block] | NOTE 22 - SEGMENTED INFORMATION Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources, and in assessing performance. The Company's chief operating decision makers are the Chief Executive Officer and the Chief Financial Officer. They review the operating performance of the Company by two segments comprised of manufacturing and non-manufacuring operations. The manufacturing operations includes the manufacturing, sale and distribution of cannabis related products. The non-manufacturing operations include PerceiveMD. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision makers utilize gross profit as a key measure in making operating decisions and assessing performance. The non-manufacturing segment is immaterial and, accordingly, segmented figures are not presented. |
CANCELLATION OF LICENSE AGREEME
CANCELLATION OF LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Cancellation Of License Agreement [Abstract] | |
CANCELLATION OF LICENSE AGREEMENT [Text Block] | NOTE 23 - CANCELLATION OF LICENSE AGREEMENT On October 3, 2022, the Company terminated the license agreement with the previous Trademark licensee who had sole use of the Trademarks acquired pursuant to the Phyto BrandCo acquisition (Note 5). As a result, the Company now retains all rights to the Trademarks and will begin selling the related cannabis consumer packaged goods directly to provincial distributors and retailers. In exchange for the cancellation of the license agreement, the Company issued a $1,542,492 credit note to the former Trademark licensee. In addition, the Company offset $705,301 of the Company's accounts payable due to the former Trademark licensee with accounts receivable owing from them. Lastly, the Company bought back inventory at a cost of $1,776,589 by issuing another credit memo to the former Trademark licensee, less $600,000 which was prepaid during the year ended December 31, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Major components of tax expense (income) [abstract] | |
INCOME TAXES [Text Block] | NOTE 24 - INCOME TAXES Income tax expense differs from the amount that would result by applying the combined Canadian federal and provincial income tax rates to net income before income taxes. The statutory rate in Canada was 27% for the year ended December 31, 2022 (2021 - 27%, 2020 - 27%). 2022 2021 $ $ Loss for the year (4,337,639 ) (2,764,939 ) Combined federal and provincial statutory income tax rates 27% 27% Expected income tax (recovery) (1,171,000 ) (747,000 ) Change in statutory rates and other (2,000 ) (37,000 ) Permanent differences 503,000 244,000 Adjustment to prior years provision versus statutory tax returns (319,000 ) 34,000 Change in unrecognized deductible temporary differences 933,000 491,000 Total income tax recovery (56,000 ) (15,000 ) Current income tax expense 96,000 16,000 Deferred tax (recovery) (152,000 ) (31,000 ) Deductible temporary differences The components of the Company's unrecognized deferred tax assets and liabilities are as follows as at December 31, 2022 and 2021: 2022 2021 $ $ Deferred tax assets (liabilities) Property equipment and other (132,000 ) 487,000 Intangible assets (847,000 ) (956,000 ) Non-capital losses available for future period 2,817,000 1,222,000 1,838,000 753,000 Less: unrecognized deferred tax assets (2,646,000 ) (1,713,000 ) Deferred tax liability (808,000 ) (960,000 ) The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows: December 31, Expiry Date December 31, $ $ Temporary differences Property equipment and other 354,000 No expiry date 1,820,000 Non-Capital losses 9,441,000 2038 to 2042 4,529,000 The Company has non-capital losses, for which deductions against future taxable income are uncertain, of approximately $9,441,000 (2021 - $4,529,000) which, if not utilized, will expire from 2038 through 2042. Tax attributes are subject to review, and potential adjustment, by tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
SUBSEQUENT EVENT [Text Block] | NOTE 25 - SUBSEQUENT EVENT Subsequent to December 31, 2022, the Company was served with a civil claim filed in the Supreme Court of British Columbia pursuant to the Class Proceedings Act, R.S.B.C. 1996, c. 50 alleging that the Company's press release of February 22, 2023 misstated certain material facts which mislead the plaintiff in the claim. The suit also names the Company's subsidiary Adastra Labs Inc. and the Company's Chief Executive Officer. The Company denies the allegations in the claim and specifically that the press release was misleading. No specific amount of damages is claimed. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Significant accounting judgements and key sources of estimate uncertainty [Policy Text Block] | (a) Significant accounting judgements and key sources of estimate uncertainty The preparation of the consolidated financial statements requires management to make judgements, and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Management continually evaluates these judgements, estimates and assumptions based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgements which may cause a material adjustment to the carrying amounts of assets and liabilities. The areas which require management to make critical judgments include: Going concern These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company's ability to source future operations and continue as a going concern involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption was not appropriate for the consolidated financial statements, adjustments to the carrying value of assets and liabilities, the reported expenses and the consolidated statement of financial position would be necessary. Such adjustments would be material. Impairment of property and equipment Property and equipment are reviewed for indicators of impairment at each reporting period end or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. Assessment of the transactions as asset acquisitions or business combinations Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset requires the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations Business combinations Judgement was used in determining whether the acquisitions of PerceiveMD and Phyto BrandCo were a business combination or an asset acquisition. Estimates were made as to the fair value of assets and liabilities acquired. In certain circumstances, such as the valuation of equipment, intangible assets and goodwill acquired, the Company may rely on independent third-party valuators. The Company measured all the assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the consideration paid over the acquisition-date fair values of the net assets acquired, was recognized as goodwill as of the acquisition date in business combination. In a business combination, all identifiable assets and liabilities acquired are recorded at their fair values, including the total consideration paid by the Company. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities including assessing the fair value of any identifiable intangible assets. For any intangible asset identified, due to the complexity of determining its fair value, an independent valuation expert may be engaged to measure the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. For any form of consideration paid by the Company, depending on the type of consideration paid and the complexity of determining its fair value, an independent valuation expert may be engaged to measure the fair value. In the event that there is contingent consideration in an acquisition management makes assumptions as to the probability of the consideration being paid. The information about significant areas of estimation uncertainty considered by management in preparing these financial statements is as follows: COVID-19 estimation uncertainty The coronavirus pandemic continues to have global impacts on workforces, economies, and financial markets. It is not possible for the Company to predict the duration or magnitude of any adverse effects that the pandemic may have on the Company's business or ability to raise funds. As of the date of these consolidated financial statements, COVID-19 has had minimal impact on the Company's ability to conduct its operations but may impact the Company's ability to raise funding should restrictions related to COVID-19 be expanded in scope. Inventory The Company reviews the net realizable value of, and demand for, its inventory regularly to provide assurance that recorded inventory is stated at the lower of cost or net realizable value. Factors that could impact estimated demand and selling prices include competitor actions, supplier prices, government regulations, and economic trends. The weighted average costing method uses estimates in the allocation of direct and indirect inputs in the production of multiple product categories. These estimated allocations could be impacted by variations in manufacturing yields in production. Useful lives and depreciation of property and equipment and intangible assets The depreciation methods and useful lives reflect the pattern in which management expects the assets' future economic benefits to be consumed by the Company. Judgments are required in determining these expected useful lives. Goodwill and intangible asset impairment Management uses estimates in determining the recoverable amount of intangible assets and goodwill. The determination of the recoverable amount for the purpose of impairment testing requires the use of significant estimates, such as: future cash flows; terminal growth rates; and discount rates. Management regularly evaluates these estimates and assumptions. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgment is also applied in choosing methods of amortizing intangible assets that management believes most accurately represent the consumption of those assets and are most representative of the economic substance of the intended use of the underlying assets. A change in the estimate would result in a change in the amount of amortization and, as a result, a charge to net loss recorded in the period in which the change occurs, with a similar change in the carrying value of the asset in the statement of financial position. Valuation of receivables The Company recognizes an impairment loss allowance for expected credit losses on trade accounts receivable using a probability-weighted estimate of credit losses. In its assessment, management estimates the expected credit losses based on actual credit loss experience and informed credit assessment, taking into consideration forward-looking information. If actual credit losses differ from estimates, future earnings would be affected. Valuation of share-based payments The Company uses the Black-Scholes option pricing model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, risk-free interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's expenses and reserves. Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. |
Cash [Policy Text Block] | (b) Cash Cash is comprised of deposits in financial institutions, and cash on hand. |
Inventory [Policy Text Block] | (c) Inventory Inventory is valued at the lower of cost and net realizable value. The cost of cannabis and hemp biomass is comprised of initial third-party acquisition costs, plus analytical testing costs. The Company uses the weighted average costing method to cost extracted cannabis and hemp oil inventory, costs comprised of initial acquisition cost of the biomass and all direct and indirect processing costs including labor related costs, consumables, materials, packaging supplies, utilities, facility costs, analytical testing costs, and production related depreciation. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Packaging and supplies are initially valued at cost and subsequently at the lower of cost and net realizable value. |
Property and Equipment [Policy Text Block] | (d) Property and Equipment Property and equipment is measured at cost less accumulated depreciation and impairment losses. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. No depreciation is recorded in the year of disposal. Depreciation is recognized over the following terms, intended to depreciate the cost of property and equipment, less its residual values if any, over its estimated useful lives: Furniture and equipment 20% declining balance Leasehold improvements 10 years straight line Buildings 20 years straight line Extraction equipment 20% declining balance Laboratory equipment 20% declining balance Computer software 20% declining balance Right-of-use assets 4 years straight line over the lease term Cost includes expenditures that are directly attributable to the acquisition of the asset. 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 can be measured reliably. Repairs and maintenance costs are charged to profit or loss during the period they are incurred. Any gain or loss on the disposal or retirement of equipment is recognized in profit or loss. |
Intangible assets [Policy Text Block] | (e) Intangible assets Intangible assets represent trademarks and patient relationships acquired from business acquisitions. Intangible assets with finite lives are measured at cost less accumulated amortization and impairment losses. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication of impairment. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal 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 current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognized immediately in profit or loss. When an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been previously recognized. A reversal of an impairment loss is recognized immediately in profit or loss. An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss when the asset is derecognized. The Company's intangible assets are comprised of trademarks and patient relationships which are amortized over their useful lives: Trademarks Patient relationships |
Goodwill [Policy Text Block] | (f) Goodwill The Company allocates goodwill arising from business combinations to each CGU or group of CGUs that are expected to receive the benefits from the business combination. The carrying amount of the CGU or group of CGUs to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. Should there be a recovery in the value of a CGU, any impairment of goodwill previously recorded is not subsequently reversed. |
Leases liabilities [Policy Text Block] | (g) Leases liabilities Leases are recognized as a right-of-use ("ROU") asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Assets and liabilities arising from a lease are initially measured on a present value basis. Right-of-use assets are measured at cost comprising the following: • • • • The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The lease liability is subsequently measured by increasing its carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect lease payments made. The right-of-use asset is depreciated over the shorter of the lease term and the useful life of the underlying asset. The Company applies IAS 36 - Impairment of Assets As a practical expedient, IFRS 16 permits a lease not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has not used this practical expedient, and accordingly allocates the consideration in the contract to lease and non-lease components based on the stand-alone price of the lease component and aggregate stand-alone price of the non-lease components. Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are presented as such in profit or loss. Recognition exemptions The Company has elected not to recognize the ROU asset and lease obligations for short-term leases that have a lease term of 12 months or less or for leases of low-value assets. Payments associated with these leases are recognized as general and administrative expense on a straight-line basis over the lease term on the consolidated statement of loss and comprehensive loss. |
Government assistance [Policy Text Block] | (h) Government assistance Government grants and assistance are recognized as a reduction in the related expense in the period in which the grant or assistance becomes receivable on all conditions, if any, have been satisfied. During the year ended December 31, 2020, the Company qualified for a government-guaranteed bank loan of $60,000 which is interest-free. If the balance of the loan is repaid on or before December 31, 2023, 25% will not have to be repaid ($15,000). Funds can be used to pay non-deferrable operating expenses including payroll. As at December 31, 2022, the principal of $60,000 is outstanding (December 31, 2021 - $60,000). |
Share capital [Policy Text Block] | (i) Share capital Common shares are classified as shareholders' equity. Transaction costs directly attributable to the issue of common shares are recognized as a deduction from shareholders' equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. The Company uses the residual value method with respect to the measurement of common share purchase warrants attached to private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component. The balance, if any, is allocated to the common share purchase warrants. Any fair value attributed to the common share purchase warrants is recorded as reserves. |
Financial instruments [Policy Text Block] | (j) Financial instruments All financial instruments are recognized initially at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. Classification and measurement of financial assets and liabilities A financial asset is classified as measured at: amortized cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification. The Company classifies its financial instruments in the following categories based on the purpose for which the asset was acquired: FVTPL, amortized cost and FVOCI. The Company's financial assets and financial liabilities are classified and measured as follows: Asset/Liability Classification Cash FVTPL Amounts receivable Amortized cost Deposits FVTPL Accounts payable and accrued liabilities Amortized cost Mortgage payable Amortized cost Lease liability Amortized cost Loan payable Amortized cost Government loan Amortized cost Impairment An 'expected credit loss' ("ECL") model applies to financial assets measured at amortized cost. The Company's receivables and deposits are measured at amortized cost and are therefore subject to the ECL model. Financial assets, other than those classified at FVTPL, are assessed for indicators of impairment at each reporting date. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset (a "loss event"), and that loss event has an impact on the estimated future cash flows of that asset. Objective evidence may include significant financial difficulty of the debtor/obligor and/or delinquency in payment. When impairment has occurred, the cumulative loss is recognized in profit or loss. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. Impairment losses may be reversed in subsequent periods. |
Revenue [Policy Text Block] | (k) Revenue Cannabis product sales Revenue from the sale of products is recognized when the risks and rewards of the products have been substantially transferred to the customer (usually on delivery of the goods), which is the Corporation's sole performance obligation. The Corporation experiences few product returns and, accordingly, does not record a provision for estimated returns. Net revenues are recorded net of excise taxes and discounts but inclusive of freight in the sale of goods. During the year ended December 31, 2022, the Company had cannabis product sales of $15,613,320 (2021 - $5,004,453). White label manufacturing and tolling revenues White label manufacturing and tolling revenues, earned under fee for service agreements, are recognized at a point in time when the Company is considered to have satisfied its performance obligations. The performance obligations are considered satisfied once all of the following have been met: (i) the manufacturing process (services) are complete; (ii) regulatory quality assurance, and customer quality assurance specifications (acceptance of the finished goods) have been met; and (iii) when the transaction price can be reliably measured in instances of variable consideration or non-monetary consideration. At times, the Company may enter into contracts with customers where payment for the services provided by the Company is in the form of retention of a certain portion of the finished goods. In such instances, the consideration amount is variable and it's determined based on fair market values for the same or similar goods. As fair market values are readily available for cannabis concentrate, the level of estimation uncertainty is limited. Net revenues are recorded net of excise taxes and discounts but inclusive of freight in the sale of goods. Once the customer has accepted the finished goods, the Company has no obligations for returns, refunds, warranties or similar obligations. During the year ended December 31, 2022, the Company had revenue of $1,180,955 (2021 - $54,129) related to white label manufacturing and tolling revenues. Consulting revenue MSP remittance revenue is received from the provincial government of British Columbia for providing medical assessments and consultations to British Columbian residents under the Medical Services Plan ("MSP"). MSP remittance revenue is recognized at the point of service, being the provision of the consultation by the licensed physician. During the year ended December 31, 2022, the Company had MSP remittance revenues of $273,253 (2021 - $111,954) Referral revenue (educational service fees) is earned under referral agreements with licensed producers ("LP's") of medical cannabis in Canada, duly licensed in accordance with the Cannabis Act. Under the agreements, LP's pay the Company an educational service fee of 20% of the gross revenue they receive from sales of all products purchased by customers who have been referred by the Company, including medicinal cannabis and any oils, derivatives, compounds, or other related products. During the year ended December 31, 2022, the Company had referral revenues of $154,967 (2021 - $72,961) Licensing revenue Licensing revenue is a royalty arrangement whereby the Company recognizes revenue from the licensing of its intellectual property for the sale of consumer-packaged goods ("CPG") by a third party (the "Licensee"). The Company recognizes revenue as a percentage of the Licensee's gross profit when the Licensee sells and delivers products to their customers. During the year ended December 31, 2022, the Company had licensing revenues of $909,331 (2021 - $385,119) |
Cost of sales [Policy Text Block] | (l) Cost of sales Cost of sales represents costs directly related to manufacturing and distribution of the Company's products and services. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of production equipment and facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and property taxes. The Company recognizes the cost of sales as the associated revenue is recognized. |
Share-based payments [Policy Text Block] | (m) Share-based payments The Company has a stock option plan that provides for the granting of options to Officers, Directors, related company employees and consultants to acquire shares of the Company. The fair value of the options is measured on grant date and is recognized as an expense with a corresponding increase in reserves as the options vest. Options granted to employees and others providing similar services are measured at the grant date at the fair value of the instruments issued. Fair value is determined using the Black-Scholes option pricing model using the terms and conditions upon which the options were granted as inputs. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Each tranche in an award with graded vesting is considered a separate grant with a different vesting date and fair value. Each grant is accounted for on that basis. Options granted to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received. Over the vesting period, share-based payments are recorded as an operating expense and as an increase in reserves. When options are exercised the consideration received is recorded as share capital and the related share-based payments originally recorded as reserves are transferred to share capital. When an option is cancelled or expires, the initial recorded value is reversed from reserves and credited to deficit. |
Related party transactions [Policy Text Block] | (n) Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Impairment of non-financial assets [Policy Text Block] | (o) Impairment of non-financial assets The carrying amount of the Company's long-lived assets is reviewed for an indication of impairment at the end of each reporting period. If an indication of impairment exists, the Company makes an estimate of the asset's recoverable amount. Individual assets are grouped for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets (cash generating units). The recoverable amount of an asset group is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the CGU and are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money. Where the carrying amount of an asset group exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If an indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized. |
Income taxes [Policy Text Block] | (p) Income taxes Income tax comprises current and deferred income taxes. Current income tax and deferred income tax are recognized in profit or loss, except to the extent that they relate to items recognized directly in shareholders' equity. Current income tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for any amendments to tax payable in respect of previous years. Deferred income tax is provided for, based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. |
Loss per share [Policy Text Block] | (q) Loss per share Basic loss per common share is calculated by dividing the loss attributed to shareholders for the period by the weighted average number of common shares outstanding in the period. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. Diluted loss per share is equal to basic loss per share for the periods presented as the effect would be anti-dilutive. |
Standards issued but not yet effective [Policy Text Block] | (r) Standards issued but not yet effective Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies. Amendments to IAS 1 - Presentation of Financial Statements In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements titled Non- current liabilities with covenants. These amendments sought to improve the information that an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within 12 months after the reporting period. These amendments to IAS 1 override but incorporate the previous amendments, Classification of liabilities as current or non-current, issued in January 2020, which clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities should be classified as non-current if a company has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendments are effective January 1, 2024, with early adoption permitted. Retrospective application is required on adoption. We do not expect these amendments to have a material effect on our financial statements. Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies In February 2021, the IASB issued amendments to IAS 1, Presentation of Financial Statements and the IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on the application of materiality judgments to accounting policy disclosures. The amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. Guidance and illustrative examples are added in the Practice Statement to assist in the application of materiality concept when making judgments about accounting policy disclosures. The amendments are effective January 1, 2023, with early adoption permitted. Prospective application is required on adoption. We do not expect these amendments to have a material effect on our financial statements. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Basis Of Presentation [Abstract] | |
Disclosure of ownership percentage of subsidiaries [Table Text Block] | Functional Ownership Adastra Labs Holdings (2019) Ltd. (formerly Adastra Labs Holdings Ltd.) CAD 100% Adastra Labs Inc. CAD 100% 1178562 B.C. Ltd. CAD 100% Adastra Brands Inc. CAD 100% Chemia Analytics Inc. CAD 100% 1225140 B.C. Ltd ("PerceiveMD") CAD 100% 1204581 B.C. Ltd. ("Phyto BrandCo") CAD 100% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Significant Accounting Policies [Abstract] | |
Disclosure of recognized depreciation over its estimated useful lives [Table Text Block] | Furniture and equipment 20% declining balance Leasehold improvements 10 years straight line Buildings 20 years straight line Extraction equipment 20% declining balance Laboratory equipment 20% declining balance Computer software 20% declining balance Right-of-use assets 4 years straight line over the lease term |
ACQUISITION OF PERCEIVEMD (Tabl
ACQUISITION OF PERCEIVEMD (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PerceiveMD [Member] | |
Disclosure of detailed information about business combination [line items] | |
Disclosure of allocation of the purchase consideration [Table Text Block] | Assets acquired: $ Cash 26,302 Accounts receivable 13,647 Corporate taxes receivable 26,000 65,949 Liabilities assumed: Accounts payable and other accrued liabilities (19,206 ) Fair value of net assets acquired 46,743 Purchase consideration Share consideration 2,010,976 Cash consideration 10,000 2,020,976 Identifiable intangible asset: Patient relationships 414,000 Deferred tax liability (112,000 ) Goodwill 1,672,233 |
ACQUISITION OF PHYTO BRANDCO (T
ACQUISITION OF PHYTO BRANDCO (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Phyto Brand Co [Member] | |
Disclosure of detailed information about business combination [line items] | |
Disclosure of allocation of the purchase consideration [Table Text Block] | Assets acquired: $ Cash 301,966 Accounts receivable 255,154 Prepaid expenses 19,500 Equipment and right of use asset 85,108 661,728 Liabilities assumed: Accounts payable and other accrued liabilities (434,252 ) Lease liability (34,665 ) Fair value of net identifiable assets acquired 192,811 Purchase consideration Share consideration 24,000,000 Shares to be cancelled (12,000,000 ) 12,000,000 Identifiable intangible assets: Trademarks 3,250,000 Deferred tax liability (879,000 ) Goodwill 9,436,189 |
AMOUNTS RECEIVABLE (Tables)
AMOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Amounts Receivable [Abstract] | |
Disclosure of receivables [Table Text Block] | December 31, 2022 December 31, 2021 $ $ Trade receivables, net of expected credit losses 3,561,765 1,441,601 Sales tax recoverable - 36,211 Income tax receivable - 20,000 3,561,765 1,497,812 |
PREPAID EXPENSES AND DEPOSITS (
PREPAID EXPENSES AND DEPOSITS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Prepaid Expenses And Deposits [Abstract] | |
Disclosure of prepaid expenses and deposits [Table Text Block] | December 31, December 31, 2021 $ $ Prepaid expenses 379,456 115,372 Deposits 34,756 34,756 414,212 150,128 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Inventory [Abstract] | |
Disclosure of inventory [Table Text Block] | December 31, 2022 December 31, 2021 $ $ Dried cannabis, hemp biomass and terpenes 262,517 545,765 Packaging 446,994 - Production work in process 1,616,623 462,737 Finished goods 1,679,148 819,671 4,005,282 1,828,173 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment [abstract] | |
Disclosure of property and equipment [Table Text Block] | Land Building Furniture Computer Laboratory Extraction Building Right-of- Total $ $ $ $ $ $ $ $ $ Cost Balance, December 31, 2020 1,592,232 1,999,328 84,849 12,105 211,395 2,911,209 3,928,281 - 10,739,399 Acquisition of Phyto Extractions - - 44,729 - - - - 40,376 85,105 Additions - - 28,206 150,000 257,820 342,779 - - 778,805 Impairment - - - (150,000 ) - - - - (150,000 ) Balance, December 31, 2021 1,592,232 1,999,328 157,784 12,105 469,215 3,253,988 3,928,281 40,376 11,453,309 Additions - - 21,361 - 772,956 45,652 30,127 49,968 920,064 Balance, December 31, 2022 1,592,232 1,999,328 179,145 12,105 1,242,171 3,299,640 3,958,408 90,344 12,373,373 Accumulated depreciation Balance, December 31, 2020 - 216,511 20,403 1,816 20,527 296,978 146,101 - 702,336 Depreciation - 99,968 19,621 2,056 77,662 576,919 196,416 3,365 976,007 Balance, December 31, 2021 - 316,479 40,024 3,872 98,189 873,897 342,517 3,365 1,678,343 Depreciation - 99,967 27,326 1,649 144,721 480,881 197,539 16,125 968,208 Balance, December 31, 2022 - 416,446 67,350 5,521 242,910 1,354,778 540,056 19,490 2,646,551 Carrying value Balance, December 31, 2021 1,592,232 1,682,849 117,760 8,233 371,026 2,380,091 3,585,764 37,011 9,774,966 Balance, December 31, 2022 1,592,232 1,582,882 111,795 6,584 999,261 1,944,862 3,418,352 70,854 9,726,822 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | |
Disclosure of continuity of intangible assets [Table Text Block] | Trademarks Patient relationships Total $ $ $ Cost Balance, December 31, 2020 - - - Additions 3,250,000 414,000 3,664,000 Balance, December 31, 2022 and 2021 3,250,000 414,000 3,664,000 Accumulated depreciation Balance, December 31, 2020 - - - Amortization 94,792 27,600 122,392 Balance, December 31, 2021 94,792 27,600 122,392 Amortization 325,000 82,800 407,800 Balance, December 31, 2022 419,792 110,400 530,192 Carrying value Balance, December 31, 2021 3,155,208 386,400 3,541,608 Balance, December 31, 2022 2,830,208 303,600 3,133,808 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of reconciliation of changes in goodwill [abstract] | |
Disclosure of goodwill [Table Text Block] | December 31, December 31, 2021 $ $ Opening balance 11,108,422 - Addition - PerceiveMD acquisition (Note 4) - 1,672,233 Addition - Phyto BrandCo acquisition (Note 5) - 9,436,189 Impairment - PerceiveMD (1,672,233 ) - Closing balance 9,436,189 11,108,422 |
Disclosure of key assumptions used for the Licensed CGU [Table Text Block] | For the year ended December 31, 2022 Manufacturing CGU PerceiveMD CGU Terminal value growth rate 2% 2% Tax rate 27% 27% After-tax discount rate 20% 17.5% Average annual growth rate 10% 2% Gross margin 51% 21% |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Trade And Other Payables [Abstract] | |
Disclosure of accounts payables and accrued liabilities [Table Text Block] | December 31, 2022 December 31, 2021 $ $ Accounts payable 2,992,928 1,408,210 Accrued liabilities 549,747 114,336 Excise tax payable 4,153,096 - Income tax payable 89,658 - Sales tax payable 759,619 306,479 8,545,048 1,829,025 |
LEASE LIABILITY (Tables)
LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease liabilities [abstract] | |
Disclosure of changes in lease obligations [Table Text Block] | December 31, December 31, 2021 $ $ Opening balance 32,155 - Acquired - Phyto BrandCo acquisition - 34,665 Additions - equipment 49,968 - Interest 3,810 846 Repayments (22,345 ) (3,356 ) Closing balance 63,588 32,155 Less: current portion (17,640 ) (10,688 ) Long-term portion 45,948 21,467 |
MORTGAGE PAYABLE (Tables)
MORTGAGE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about borrowings [abstract] | |
Disclosure of mortgage payable [Table Text Block] | Second Third Fourth Fifth Total $ $ $ $ $ Balance, December 31, 2020 2,442,830 - - - 2,442,830 New mortgage (refinancing) (2,446,000 ) - 3,500,000 - 1,054,000 Transaction costs - (18,345 ) (42,778 ) - (61,123 ) Finance expense 35,783 104,723 133,878 - 274,384 Repayments (32,613 ) (86,378 ) (89,546 ) - (208,537 ) Balance, December 31, 2021 - - 3,501,554 - 3,501,554 New mortgage (refinancing) - - (3,500,000 ) 3,500,000 - Transaction costs - - - (35,000 ) (35,000 ) Finance expense - - 131,154 174,884 306,038 Repayments - - (132,708 ) (132,495 ) (265,203 ) Balance, December 31, 2022 - - - 3,507,389 3,507,389 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Disclosure of fair value of stock options granted [Table Text Block] | 2022 2021 2020 Risk-free interest rate 3.13% 0.71 - 1.42% 0.34 - 1.29% Annualized volatility 100% 100% 100% Expected dividend yield 0.00% 0.00% 0.00% Expected life 5 years 5 years 2 - 5 years |
Disclosure of changes in stock options outstanding and exercisable [Table Text Block] | Stock options Weight # $ As at December 31, 2019 - - Granted 4,206,667 1.73 Cancelled (40,000 ) 1.35 As at December 31, 2020 4,166,667 1.73 Granted 1,148,333 1.05 Cancelled (1,599,999 ) 1.89 As at December 31, 2021 3,715,001 1.45 Granted 300,000 0.75 Cancelled (283,334 ) 1.51 Expired (66,667 ) 1.35 As at December 31, 2022 3,665,000 1.40 |
Disclosure of stock options outstanding and exercisable [Table Text Block] | Expiry date Options outstanding Weighted average Weighted average # $ Years January 30, 2025 1,583,334 1.35 2.08 August 5, 2025 683,333 2.34 2.60 August 5, 2026 33,333 1.35 3.59 October 25, 2026 900,000 1.06 3.82 October 28, 2026 165,000 0.95 3.83 August 19, 2027 300,000 0.75 4.64 3,665,000 1.40 2.91 |
Disclosure of fair value of warrants granted [Table Text Block] | 2022 2021 2020 Risk-free interest rate N/A 0.88% N/A Annualized volatility N/A 100% N/A Expected dividend yield N/A 0.00% N/A Expected life N/A 2 years N/A |
Disclosure of changes in warrants outstanding and exercisable [Table Text Block] | Warrants Weight # $ As at December 31, 2019 2,470,552 2.19 Issued 6,414,807 1.80 Exercised (42,967 ) 1.80 Expired (506,400 ) 2.76 As at December 31, 2020 8,335,992 1.80 Issued 122,727 1.75 As at December 31, 2021 8,458,719 1.80 Expired (8,335,992 ) 1.80 As at December 31, 2022 122,727 1.75 |
Disclosure of warrants outstanding and exercisable [Table Text Block] | Expiry date Warrants outstanding Weighted average Weighted average # $ Years October 18, 2023 122,727 1.75 0.80 122,727 1.75 0.80 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of transactions between related parties [abstract] | |
Disclosure of aggregate value of transactions with key management personnel and Directors [Table Text Block] | 2022 2021 2020 $ $ $ Andrew Hale - 134,666 180,091 DBM CPA Inc. - 61,091 150,900 Donald Dinsmore 102,705 172,535 - Invictus Accounting Group LLP 286,539 74,518 - MDC Forbes Inc. 127,350 40,000 - Pipedreemz Inc. 2,000 - 2,500 518,594 482,810 333,491 |
Disclosure of outstanding accounts payable balance with related parties [Table Text Block] | December 31, December 31, $ $ Donald Dinsmore - 50,000 Invictus Accounting Group LLP 13,884 8,933 MDC Forbes Inc. 62,427 10,500 Michael Forbes 20,000 1,188 Pipedreemz Inc. 3,350 - 99,661 70,621 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Disclosure of non-cash financing and investing activities [Table Text Block] | 2022 2021 2020 $ $ Non-cash financing activities Conversion of convertible debentures - debenture reserves - - 298,461 Convertible debentures - settlement - - (3,418,390 ) Convertible debentures - reserves - - (70,814 ) Share issuance costs - Compensation Options - - (38,500 ) Shares returned to treasury 12,000,000 - - Non-cash investing activities Equipment purchases included in accounts payable and accrued liabilities (442,785 ) (197,726 ) 274,692 Equipment acquired through a lease agreement (49,968 ) - 411,924 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Commitments And Contingent Liabilities [Abstract] | |
Disclosure of undiscounted liabilities and future operating commitments [Table Text Block] | Total Within 1 year 2 - 5 years Maturity analysis of financial liabilities $ $ $ Accounts payable and accrued liabilities 8,545,048 8,545,048 - Loan payable 314,555 314,555 - Lease liability 78,309 23,205 55,104 Mortgage payable 3,822,505 3,822,505 - Government loan 60,000 - 60,000 12,820,417 12,705,313 115,104 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Major components of tax expense (income) [abstract] | |
Disclosure of detailed information about effective income tax expense (recovery) [Table Text Block] | 2022 2021 $ $ Loss for the year (4,337,639 ) (2,764,939 ) Combined federal and provincial statutory income tax rates 27% 27% Expected income tax (recovery) (1,171,000 ) (747,000 ) Change in statutory rates and other (2,000 ) (37,000 ) Permanent differences 503,000 244,000 Adjustment to prior years provision versus statutory tax returns (319,000 ) 34,000 Change in unrecognized deductible temporary differences 933,000 491,000 Total income tax recovery (56,000 ) (15,000 ) Current income tax expense 96,000 16,000 Deferred tax (recovery) (152,000 ) (31,000 ) |
Disclosure of unrecognized deferred tax assets and liabilities [Table Text Block] | 2022 2021 $ $ Deferred tax assets (liabilities) Property equipment and other (132,000 ) 487,000 Intangible assets (847,000 ) (956,000 ) Non-capital losses available for future period 2,817,000 1,222,000 1,838,000 753,000 Less: unrecognized deferred tax assets (2,646,000 ) (1,713,000 ) Deferred tax liability (808,000 ) (960,000 ) |
Disclosure of temporary differences, unused tax credits and unused tax losses [Table Text Block] | December 31, Expiry Date December 31, $ $ Temporary differences Property equipment and other 354,000 No expiry date 1,820,000 Non-Capital losses 9,441,000 2038 to 2042 4,529,000 |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Nature Of Operations And Going Concern [Abstract] | |||
Working capital (deficiency) | $ (3,665,081) | ||
Net loss and comprehensive loss | $ (4,281,639) | $ (2,749,939) | $ (7,615,864) |
BASIS OF PRESENTATION - (Disclo
BASIS OF PRESENTATION - (Disclosure of ownership percentage of subsidiaries) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Adastra Labs Holdings (2019) Ltd. (formerly Adastra Labs Holdings Ltd.) [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Adastra Labs Inc. [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
1178562 B.C. Ltd. [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Adastra Brands Inc. [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
Chemia Analytics Inc. [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
1225140 B.C. Ltd ("PerceiveMD") [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
1204581 B.C. Ltd. ("Phyto BrandCo") [Member] | |
Disclosure of subsidiaries [line items] | |
Ownership percentage | 100% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Government loan | $ 60,000 | $ 60,000 | $ 60,000 |
Percentage of loan that will not have to be repaid if repaid on time | 25% | ||
Amount of loan that will not have to be repaid if repaid on time | $ 15,000 | ||
Revenue from sale of cannabis product | 15,613,320 | 5,004,453 | |
Revenue from service of white label manufacturing and tolling | 1,180,955 | 54,129 | |
MSP remittance revenues | $ 273,253 | 111,954 | |
Educational service fee percentage | 20% | ||
Referral revenue | $ 154,967 | 72,961 | |
Licensing revenues | $ 909,331 | $ 385,119 | |
Trademarks [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful lives of intangible assets | 10 years | ||
Patient relationships [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Useful lives of intangible assets | 5 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES- (Disclosure of recognized depreciation and useful lives) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Recognized depreciation percentage | 20% |
Leasehold improvements [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life | 10 years |
Building [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life | 20 years |
Extraction equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Recognized depreciation percentage | 20% |
Laboratory equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Recognized depreciation percentage | 20% |
Computer software [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Recognized depreciation percentage | 20% |
Right-of-use assets [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life | 4 years |
ACQUISITION OF PERCEIVEMD (Narr
ACQUISITION OF PERCEIVEMD (Narrative) (Details) | 12 Months Ended | ||||
Aug. 10, 2021 CAD ($) Patient Share $ / shares | Jan. 01, 2021 CAD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | |
Disclosure of detailed information about business combination [line items] | |||||
Impairment of goodwill | $ 1,672,233 | $ 0 | $ 0 | ||
PerceiveMD [Member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Number of shares issued | Share | 2,513,720 | ||||
Share price on date of acquisition | $ / shares | $ 0.8 | ||||
Value of shares issued on acquisition | $ 2,010,976 | ||||
Cash consideration | 10,000 | ||||
Total consideration | 2,020,976 | ||||
Patient relationships | $ 414,000 | ||||
Revenue | 428,220 | 185,496 | |||
Income (loss) | (8,386) | 47,829 | |||
Impairment of goodwill | $ 1,672,233 | $ 0 | |||
Increase in revenue of acquiree on occurrence of acquisition | $ 494,656 | ||||
Increase in net income of acquiree on occurrence of acquisition | $ 127,545 | ||||
PerceiveMD [Member] | Patient relationships [Member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Discount rate as fair value measurement input for intangible asset | 16% | ||||
Patient attrition rate | 20% | ||||
Number of patients at acquisition date | Patient | 3,492 | ||||
Annual spending per patient | $ 143 | ||||
Long term growth rate | 2% |
ACQUISITION OF PERCEIVEMD - (Di
ACQUISITION OF PERCEIVEMD - (Disclosure of allocation of the purchase consideration) (Details) - PerceiveMD [Member] | Aug. 10, 2021 CAD ($) |
Assets acquired: | |
Cash | $ 26,302 |
Accounts receivable | 13,647 |
Corporate taxes receivable | 26,000 |
Assets acquired | 65,949 |
Liabilities assumed: | |
Accounts payable and other accrued liabilities | (19,206) |
Fair value of net assets acquired | 46,743 |
Purchase consideration | |
Share consideration | 2,010,976 |
Cash consideration | 10,000 |
Purchase consideration | 2,020,976 |
Identifiable intangible asset: | |
Patient relationships | 414,000 |
Deferred tax liability | (112,000) |
Goodwill | $ 1,672,233 |
ACQUISITION OF PHYTO BRANDCO (N
ACQUISITION OF PHYTO BRANDCO (Narrative) (Details) - Phyto BrandCo [Member] | 1 Months Ended | 12 Months Ended | ||||
Sep. 15, 2021 CAD ($) Share $ / shares | Jan. 01, 2021 CAD ($) | Apr. 29, 2022 shares | Sep. 15, 2021 CAD ($) Share $ / shares shares | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | |
Disclosure of detailed information about business combination [line items] | ||||||
Number of shares issued | Share | 20,000,000 | 20,000,000 | ||||
Share price on date of acquisition | $ / shares | $ 1.2 | $ 1.2 | ||||
Shares returned to treasury | shares | 10,000,000 | 10,000,000 | ||||
Share consideration | $ 24,000,000 | $ 24,000,000 | ||||
Total consideration | 12,000,000 | 12,000,000 | ||||
Trademarks | 3,250,000 | 3,250,000 | ||||
Revenue | $ 909,331 | $ 385,119 | ||||
Income (loss) | $ 70,124 | $ (130,535) | ||||
Increase in revenue of acquiree on occurrence of acquisition | $ 1,320,407 | |||||
Increase in net income of acquiree on occurrence of acquisition | $ 295,106 | |||||
Trademarks [Member] | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Trademarks | $ 3,250,000 | $ 3,250,000 | ||||
Discount rate as fair value measurement input for intangible asset | 12.50% | |||||
Royalty rate for remaining period of licensing agreement | 10% | |||||
Royalty rate after remaining period of licensing agreement | 2% |
ACQUISITION OF PHYTO BRANDCO -
ACQUISITION OF PHYTO BRANDCO - (Disclosure of allocation of the purchase consideration) (Details) - Phyto BrandCo [Member] | Sep. 15, 2021 CAD ($) |
Assets acquired: | |
Cash | $ 301,966 |
Accounts receivable | 255,154 |
Prepaid expenses | 19,500 |
Equipment and right of use asset | 85,108 |
Total Assets acquired | 661,728 |
Liabilities assumed: | |
Accounts payable and other accrued liabilities | (434,252) |
Lease liability | (34,665) |
Fair value of net assets acquired | 192,811 |
Purchase consideration | |
Share consideration | 24,000,000 |
Shares to be cancelled | (12,000,000) |
Total consideration | 12,000,000 |
Identifiable intangible assets: | |
Trademarks | 3,250,000 |
Deferred tax liability | (879,000) |
Goodwill | $ 9,436,189 |
AMOUNTS RECEIVABLE (Narrative)
AMOUNTS RECEIVABLE (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Amounts Receivable [Abstract] | |||
Provision for expected credit losses | $ 0 | $ 134,083 | $ 0 |
AMOUNTS RECEIVABLE - (Disclosur
AMOUNTS RECEIVABLE - (Disclosure of receivables) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Amounts Receivable [Abstract] | ||
Trade receivables, net of expected credit losses | $ 3,561,765 | $ 1,441,601 |
Sales tax recoverable | 0 | 36,211 |
Income tax receivable | 0 | 20,000 |
Total trade and other current receivables | $ 3,561,765 | $ 1,497,812 |
PREPAID EXPENSES AND DEPOSITS_2
PREPAID EXPENSES AND DEPOSITS (Narrative) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Prepaid Expenses And Deposits [Abstract] | ||
Deposits | $ 34,756 | $ 34,756 |
Long-term deposits | $ 512,000 | $ 109,800 |
PREPAID EXPENSES AND DEPOSITS -
PREPAID EXPENSES AND DEPOSITS - (Disclosure of prepaid expenses and deposits) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Prepaid Expenses And Deposits [Abstract] | ||
Prepaid expenses | $ 379,456 | $ 115,372 |
Deposits | 34,756 | 34,756 |
Prepaid expenses and deposits, total | $ 414,212 | $ 150,128 |
INVENTORY (Narrative) (Details)
INVENTORY (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Inventory [Abstract] | |||
Cost of inventories recognised as expense during period | $ 4,327,949 | $ 3,353,267 | $ 1,148,692 |
Write down of slow moving inventory | $ 0 | $ 0 | $ 63,169 |
INVENTORY - (Disclosure of inve
INVENTORY - (Disclosure of inventory) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Inventory [Abstract] | ||
Dried cannabis, hemp biomass and terpenes | $ 262,517 | $ 545,765 |
Packaging | 446,994 | 0 |
Production work in process | 1,616,623 | 462,737 |
Finished goods | 1,679,148 | 819,671 |
Inventory, total | $ 4,005,282 | $ 1,828,173 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Depreciation allocated to production of inventory | $ 874,644 | $ 825,783 | $ 479,490 |
Depreciation allocated to operating expense | $ 93,564 | 150,224 | $ 92,700 |
Computer Software [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Impairment | $ 150,000 |
PROPERTY AND EQUIPMENT - (Discl
PROPERTY AND EQUIPMENT - (Disclosure of property and equipment) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | $ 9,774,966 | |
Additions | 49,968 | $ 0 |
Ending balance | 9,726,822 | 9,774,966 |
Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 11,453,309 | 10,739,399 |
Acquisition of Phyto Extractions | 85,105 | |
Additions | 920,064 | 778,805 |
Impairment | (150,000) | |
Ending balance | 12,373,373 | 11,453,309 |
Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (1,678,343) | (702,336) |
Depreciation | 968,208 | 976,007 |
Ending balance | (2,646,551) | (1,678,343) |
Land [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,592,232 | |
Ending balance | 1,592,232 | 1,592,232 |
Land [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,592,232 | 1,592,232 |
Acquisition of Phyto Extractions | 0 | |
Additions | 0 | 0 |
Impairment | 0 | |
Ending balance | 1,592,232 | 1,592,232 |
Land [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 0 | 0 |
Depreciation | 0 | 0 |
Ending balance | 0 | 0 |
Building [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,682,849 | |
Ending balance | 1,582,882 | 1,682,849 |
Building [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 1,999,328 | 1,999,328 |
Acquisition of Phyto Extractions | 0 | |
Additions | 0 | 0 |
Impairment | 0 | |
Ending balance | 1,999,328 | 1,999,328 |
Building [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (316,479) | (216,511) |
Depreciation | 99,967 | 99,968 |
Ending balance | (416,446) | (316,479) |
Furniture and equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 117,760 | |
Ending balance | 111,795 | 117,760 |
Furniture and equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 157,784 | 84,849 |
Acquisition of Phyto Extractions | 44,729 | |
Additions | 21,361 | 28,206 |
Impairment | 0 | |
Ending balance | 179,145 | 157,784 |
Furniture and equipment [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (40,024) | (20,403) |
Depreciation | 27,326 | 19,621 |
Ending balance | (67,350) | (40,024) |
Computer software [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 8,233 | |
Ending balance | 6,584 | 8,233 |
Computer software [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 12,105 | 12,105 |
Acquisition of Phyto Extractions | 0 | |
Additions | 0 | 150,000 |
Impairment | (150,000) | |
Ending balance | 12,105 | 12,105 |
Computer software [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (3,872) | (1,816) |
Depreciation | 1,649 | 2,056 |
Ending balance | (5,521) | (3,872) |
Laboratory equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 371,026 | |
Ending balance | 999,261 | 371,026 |
Laboratory equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 469,215 | 211,395 |
Acquisition of Phyto Extractions | 0 | |
Additions | 772,956 | 257,820 |
Impairment | 0 | |
Ending balance | 1,242,171 | 469,215 |
Laboratory equipment [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (98,189) | (20,527) |
Depreciation | 144,721 | 77,662 |
Ending balance | (242,910) | (98,189) |
Extraction equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 2,380,091 | |
Ending balance | 1,944,862 | 2,380,091 |
Extraction equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 3,253,988 | 2,911,209 |
Acquisition of Phyto Extractions | 0 | |
Additions | 45,652 | 342,779 |
Impairment | 0 | |
Ending balance | 3,299,640 | 3,253,988 |
Extraction equipment [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (873,897) | (296,978) |
Depreciation | 480,881 | 576,919 |
Ending balance | (1,354,778) | (873,897) |
Building improvements [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 3,585,764 | |
Ending balance | 3,418,352 | 3,585,764 |
Building improvements [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 3,928,281 | 3,928,281 |
Acquisition of Phyto Extractions | 0 | |
Additions | 30,127 | 0 |
Impairment | 0 | |
Ending balance | 3,958,408 | 3,928,281 |
Building improvements [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (342,517) | (146,101) |
Depreciation | 197,539 | 196,416 |
Ending balance | (540,056) | (342,517) |
Right-of-use assets [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 37,011 | |
Ending balance | 70,854 | 37,011 |
Right-of-use assets [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 40,376 | 0 |
Acquisition of Phyto Extractions | 40,376 | |
Additions | 49,968 | 0 |
Impairment | 0 | |
Ending balance | 90,344 | 40,376 |
Right-of-use assets [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | (3,365) | 0 |
Depreciation | 16,125 | 3,365 |
Ending balance | $ (19,490) | $ (3,365) |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about intangible assets [line items] | |||
Loss on termination of license agreement | $ 1,542,492 | $ 0 | $ 0 |
Trademarks [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total acquired value | $ 3,250,000 | ||
Useful life | 10 years | ||
Patient Relationship [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total acquired value | $ 414,000 | ||
Useful life | 5 years |
INTANGIBLE ASSETS - (Disclosure
INTANGIBLE ASSETS - (Disclosure of continuity of intangible assets) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 3,541,608 | |
Ending balance | 3,133,808 | $ 3,541,608 |
Cost [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 3,664,000 | 0 |
Additions | 3,664,000 | |
Ending balance | 3,664,000 | 3,664,000 |
Accumulated depreciation [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (122,392) | 0 |
Amortization | (407,800) | (122,392) |
Ending balance | (530,192) | (122,392) |
Trademarks [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 3,155,208 | |
Additions | 3,250,000 | |
Ending balance | 2,830,208 | 3,155,208 |
Trademarks [Member] | Cost [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 3,250,000 | 0 |
Additions | 3,250,000 | |
Ending balance | 3,250,000 | 3,250,000 |
Trademarks [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (94,792) | 0 |
Amortization | (325,000) | (94,792) |
Ending balance | (419,792) | (94,792) |
Patient Relationship [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 386,400 | |
Additions | 414,000 | |
Ending balance | 303,600 | 386,400 |
Patient Relationship [Member] | Cost [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | 414,000 | 0 |
Additions | 414,000 | |
Ending balance | 414,000 | 414,000 |
Patient Relationship [Member] | Accumulated depreciation [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | (27,600) | 0 |
Amortization | (82,800) | (27,600) |
Ending balance | $ (110,400) | $ (27,600) |
GOODWILL (Narrative) (Details)
GOODWILL (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [line items] | |||
Impairment of goodwill | $ 1,672,233 | $ 0 | $ 0 |
PerceiveMD CGU [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Impairment of goodwill | 1,672,233 | $ 0 | |
Estimated recoverable amount of CGU | 431,052 | ||
Manufacturing CGU [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Estimated recoverable amount of CGU | 24,977,404 | ||
Ten percent of estimated recoverable amount of CGU | $ 2,497,740 |
GOODWILL - (Disclosure of goodw
GOODWILL - (Disclosure of goodwill) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of reconciliation of changes in goodwill [line items] | |||
Opening balance | $ 11,108,422 | $ 0 | |
Impairment - PerceiveMD | (1,672,233) | 0 | $ 0 |
Ending balance | 9,436,189 | 11,108,422 | $ 0 |
PerceiveMD [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Addition | 0 | 1,672,233 | |
Impairment - PerceiveMD | (1,672,233) | 0 | |
Phyto BrandCo [Member] | |||
Disclosure of reconciliation of changes in goodwill [line items] | |||
Addition | $ 0 | $ 9,436,189 |
GOODWILL - (Disclosure of key a
GOODWILL - (Disclosure of key assumptions used for the Licensed CGU) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Manufacturing CGU [Member] | |
Disclosure of information for impairment loss recognised or reversed for individual asset or cash-generating unit [line items] | |
Terminal value growth rate | 2% |
Tax rate | 27% |
After-tax discount rate | 20% |
Average annual growth rate | 10% |
Gross margin | 51% |
PerceiveMD CGU [Member] | |
Disclosure of information for impairment loss recognised or reversed for individual asset or cash-generating unit [line items] | |
Terminal value growth rate | 2% |
Tax rate | 27% |
After-tax discount rate | 17.50% |
Average annual growth rate | 2% |
Gross margin | 21% |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - (Disclosure of accounts payables and accrued liabilities) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Trade And Other Payables [Abstract] | ||
Accounts payable | $ 2,992,928 | $ 1,408,210 |
Accrued liabilities | 549,747 | 114,336 |
Excise tax payable | 4,153,096 | 0 |
Income tax payable | 89,658 | 0 |
Sales tax payable | 759,619 | 306,479 |
Total trade and other current payables | $ 8,545,048 | $ 1,829,025 |
LEASE LIABILITY (Narrative) (De
LEASE LIABILITY (Narrative) (Details) - CAD ($) | Aug. 15, 2022 | Oct. 15, 2020 |
Lease Liabilities [Line Items] | ||
Lease liabilities term | 5 years | |
Monthly lease payment | $ 815 | |
Initial lease payment | $ 6,477 | |
Incremental borrowing rate | 10% | |
Phyto BrandCo [Member] | ||
Lease Liabilities [Line Items] | ||
Lease liabilities term | 4 years | |
Monthly lease payment | $ 1,119 | |
Initial lease payment | $ 9,732 | |
Incremental borrowing rate | 10% |
LEASE LIABILITY - (Disclosure o
LEASE LIABILITY - (Disclosure of changes in lease obligations) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease liabilities [abstract] | ||
Opening balance | $ 32,155 | $ 0 |
Acquired - Phyto BrandCo acquisition | 0 | 34,665 |
Additions - equipment | 49,968 | 0 |
Interest | 3,810 | 846 |
Repayments | (22,345) | (3,356) |
Closing balance | 63,588 | 32,155 |
Less: current portion | (17,640) | (10,688) |
Long-term portion | $ 45,948 | $ 21,467 |
MORTGAGE PAYABLE (Narrative) (D
MORTGAGE PAYABLE (Narrative) (Details) - CAD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Jul. 09, 2021 | Feb. 01, 2021 | Feb. 01, 2020 | Sep. 28, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | ||||||||
New mortgage | $ 0 | $ 1,054,000 | ||||||
Borrowings | 3,507,389 | 3,501,554 | $ 2,442,830 | |||||
Payments for debt issue costs | 35,000 | 61,123 | ||||||
Finance expense | 306,038 | 274,384 | ||||||
Second Mortgage [Member] | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
New mortgage | $ 2,446,000 | 0 | (2,446,000) | |||||
Borrowings, interest rate | 8% | |||||||
Borrowings, maturity | February 1, 2021 | |||||||
Borrowings | 0 | 0 | 2,442,830 | |||||
Payments for debt issue costs | 0 | 0 | 18,345 | |||||
Minimum interest-only payments | 16,307 | |||||||
Finance expense | 0 | 35,783 | 178,242 | |||||
Third Mortgage [Member] | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
New mortgage | $ 2,446,000 | 0 | 0 | |||||
Borrowings, interest rate | 8% | |||||||
Borrowings | 0 | 0 | 0 | |||||
Payments for debt issue costs | 0 | 18,345 | ||||||
Minimum interest-only payments | 16,307 | |||||||
Finance expense | 0 | 104,723 | 0 | |||||
Fourth Mortgage [Member] | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
New mortgage | $ 3,500,000 | (3,500,000) | 3,500,000 | |||||
Borrowings, interest rate | 6.50% | |||||||
Borrowings, maturity | July 1, 2022 | |||||||
Borrowings | 0 | 3,501,554 | 0 | |||||
Payments for debt issue costs | 0 | 42,778 | ||||||
Minimum interest-only payments | 18,959 | |||||||
Finance expense | $ 0 | 131,154 | 133,878 | 0 | ||||
Fifth Mortgage [Member] | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
New mortgage | 3,500,000 | 0 | ||||||
Borrowings, interest rate | 9.75% | |||||||
Addition to the prime rate per annum | 4.30% | |||||||
Borrowings, maturity | November 1, 2023 | |||||||
Borrowings | 3,507,389 | 0 | 0 | |||||
Payments for debt issue costs | 35,000 | 0 | ||||||
Minimum interest-only payments | 18,959 | |||||||
Finance expense | 174,884 | $ 0 | $ 0 | |||||
Non-discounted scheduled payments of mortgage including interest payments | $ 3,822,505 |
MORTGAGE PAYABLE - (Disclosure
MORTGAGE PAYABLE - (Disclosure of mortgage payable) (Details) - CAD ($) | 8 Months Ended | 12 Months Ended | |||||
Jul. 09, 2021 | Feb. 01, 2021 | Feb. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of detailed information about borrowings [line items] | |||||||
Beginning balance | $ 3,501,554 | $ 2,442,830 | |||||
New mortgage (refinancing) | 0 | 1,054,000 | |||||
Transaction costs | (35,000) | (61,123) | |||||
Finance expense | 306,038 | 274,384 | |||||
Repayments | (265,203) | (208,537) | |||||
Ending balance | 3,507,389 | 3,501,554 | $ 2,442,830 | ||||
Second Mortgage [Member] | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Beginning balance | 0 | 2,442,830 | |||||
New mortgage (refinancing) | $ 2,446,000 | 0 | (2,446,000) | ||||
Transaction costs | 0 | 0 | (18,345) | ||||
Finance expense | 0 | 35,783 | 178,242 | ||||
Repayments | 0 | (32,613) | |||||
Ending balance | 0 | 0 | 2,442,830 | ||||
Third Mortgage [Member] | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Beginning balance | 0 | 0 | |||||
New mortgage (refinancing) | $ 2,446,000 | 0 | 0 | ||||
Transaction costs | 0 | (18,345) | |||||
Finance expense | 0 | 104,723 | 0 | ||||
Repayments | 0 | (86,378) | |||||
Ending balance | 0 | 0 | 0 | ||||
Fourth Mortgage [Member] | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Beginning balance | 3,501,554 | 0 | |||||
New mortgage (refinancing) | $ 3,500,000 | (3,500,000) | 3,500,000 | ||||
Transaction costs | 0 | (42,778) | |||||
Finance expense | $ 0 | 131,154 | 133,878 | 0 | |||
Repayments | (132,708) | (89,546) | |||||
Ending balance | 0 | 3,501,554 | 0 | ||||
Fifth Mortgage [Member] | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Beginning balance | 0 | 0 | |||||
New mortgage (refinancing) | 3,500,000 | 0 | |||||
Transaction costs | (35,000) | 0 | |||||
Finance expense | 174,884 | 0 | 0 | ||||
Repayments | (132,495) | 0 | |||||
Ending balance | $ 3,507,389 | $ 0 | $ 0 |
LOAN PAYABLE (Narrative) (Detai
LOAN PAYABLE (Narrative) (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [line items] | ||
Interest expense on loan | $ 306,038 | $ 274,384 |
Unsecured Short Term Loan [Member] | ||
Disclosure of detailed information about borrowings [line items] | ||
Face amount of loan | $ 300,000 | |
Loan interest rate | 1.50% | |
Maturity of loan | due on demand | |
Interest expense on loan | $ 9,000 |
CONVERTIBLE DEBENTRURES (Narrat
CONVERTIBLE DEBENTRURES (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019 CAD ($) Debenture $ / shares | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) Debenture | |
Disclosure of detailed information about borrowings [line items] | ||||
Accretion expense | $ 0 | $ 0 | $ 58,405 | |
Convertible Debentures [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Number of convertible debenture unit offering | Debenture | 2,353,333 | |||
Convertible debentures unit offering price | $ / shares | $ 1.35 | |||
Proceeds from issue of bonds, notes and debentures | $ 3,177,000 | |||
Borrowings, interest rate | 12% | |||
Convertible debenture, maturity term | 2 years | |||
Warrant exercisable price per share | $ / shares | $ 2.25 | |||
Market interest rate | 16% | |||
Initial carrying amount of financial liability by discounting future payments | $ 2,878,539 | |||
Equity component recorded in debenture reserves | $ 298,461 | |||
Convertible debentures settled through issuance of units | $ 3,418,390 | |||
Convertible debentures settled through the issuance of units, number of units | Debenture | 2,532,140 | |||
Reallocation from debenture reserves to share capital | $ 298,461 | |||
Interest expense on debt instruments issued | 169,552 | |||
Accretion expense | $ 58,405 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Aug. 04, 2021 CAD ($) Share $ / shares | Apr. 09, 2021 Share shares | Aug. 05, 2020 CAD ($) Share $ / shares | Jul. 13, 2020 CAD ($) Share Year $ / shares shares | Jul. 10, 2020 CAD ($) Share $ / shares | Jun. 01, 2020 CAD ($) Share $ / shares | Aug. 19, 2022 CAD ($) Share $ / shares | Apr. 29, 2022 shares | Oct. 28, 2021 CAD ($) Share $ / shares | Oct. 25, 2021 CAD ($) Share $ / shares | Oct. 18, 2021 CAD ($) $ / shares shares | Sep. 15, 2021 CAD ($) Share $ / shares shares | Jul. 28, 2020 CAD ($) Share $ / shares | Jul. 16, 2020 CAD ($) Share $ / shares | Jan. 30, 2020 CAD ($) Share $ / shares | Jan. 27, 2020 CAD ($) Share $ / shares | Jan. 17, 2020 CAD ($) Share $ / shares | Dec. 31, 2022 Share Year $ / shares shares | Dec. 31, 2021 Share Year $ / shares shares | Dec. 31, 2020 Share $ / shares shares | Aug. 10, 2021 CAD ($) Share $ / shares | Dec. 31, 2019 Share | |
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Common shares issued | shares | 55,970,547 | |||||||||||||||||||||
Common shares outstanding | shares | 55,970,547 | |||||||||||||||||||||
Number of units issued on conversion of convertible debenture | Share | 161,688 | 200,589 | 953,564 | 759,605 | 266,760 | 189,934 | ||||||||||||||||
Convertible debenture converted into units | $ | $ 200,000 | $ 250,000 | $ 1,182,000 | $ 945,000 | $ 350,000 | $ 250,000 | ||||||||||||||||
Accrued interest on convertible debenture converted into units | $ | $ 18,279 | $ 20,795 | $ 105,311 | $ 80,467 | $ 10,126 | $ 6,411 | ||||||||||||||||
Exercise price of warrants issued | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 1.75 | $ 1.8 | ||||||||||||||
Number of options granted | Share | 300,000 | 1,148,333 | 4,206,667 | |||||||||||||||||||
Term of compensation option | Year | 5 | 5 | ||||||||||||||||||||
Risk-free interest rate | 3.13% | |||||||||||||||||||||
Annualized volatility | 100% | 100% | 100% | |||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||||||||||
Outstanding indebtedness settled through issuance of shares | $ | $ 543,715 | |||||||||||||||||||||
Number of common shares issued for settlement of debt | shares | 647,385 | |||||||||||||||||||||
Fair value price per common share | $ 0.84 | |||||||||||||||||||||
Common shares held in Escrow | shares | 1,300,000 | 4,635,001 | 6,500,000 | |||||||||||||||||||
Percentage of maximum stock options issued under plan | 10% | |||||||||||||||||||||
Number of options, outstanding | Share | 3,665,000 | 3,715,001 | 4,166,667 | 0 | ||||||||||||||||||
Number of options, exercisable | Share | 3,665,000 | 3,715,001 | 4,166,667 | 0 | ||||||||||||||||||
Number of share consolidation on basis of common shares | Share | 3 | |||||||||||||||||||||
Number of common shares consolidated | shares | 130,001,985 | |||||||||||||||||||||
Number of post consolidation common shares at date of share consolidation | shares | 43,333,995 | |||||||||||||||||||||
PerceiveMD [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of shares issued | Share | 2,513,720 | |||||||||||||||||||||
Common stock value per share | $ 0.8 | |||||||||||||||||||||
Consideration of pursuant to acquisition | $ | $ 2,010,976 | |||||||||||||||||||||
Total consideration | $ | $ 2,020,976 | |||||||||||||||||||||
Phyto BrandCo [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of shares issued | Share | 20,000,000 | |||||||||||||||||||||
Common stock value per share | $ 1.2 | |||||||||||||||||||||
Consideration of pursuant to acquisition | $ | $ 24,000,000 | |||||||||||||||||||||
Total consideration | $ | $ 12,000,000 | |||||||||||||||||||||
Treasury shares, shares | shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Non-brokered private placement [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of units issued | shares | 3,882,667 | 122,727 | ||||||||||||||||||||
Price per unit issued | $ 0.9 | $ 1.1 | ||||||||||||||||||||
Gross proceeds from issuing units | $ | $ 3,494,400 | $ 135,000 | ||||||||||||||||||||
Description of units issued | Each unit is comprised of one common share and one transferable common share purchase warrant with each warrant entitling the holder thereof to acquire one common share at a price of $1.75 per share for two years from the date of the closing. | |||||||||||||||||||||
Fair value of shares issued | shares | 131,318 | |||||||||||||||||||||
Grant date share price | $ 1.07 | |||||||||||||||||||||
Residual value allocated to warrants reserves | $ | $ 3,682 | |||||||||||||||||||||
Acceleration provision daily closing price | $ 2 | |||||||||||||||||||||
Exercise price of warrants issued | $ 1.5 | |||||||||||||||||||||
Compensation option [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Finders' fees | $ | $ 21,600 | |||||||||||||||||||||
Number of options granted | Share | 24,067 | |||||||||||||||||||||
Exercise price of outstanding share options | $ 0.5 | |||||||||||||||||||||
Term of compensation option | Year | 2 | |||||||||||||||||||||
Fair value of compensation options | $ | $ 38,500 | |||||||||||||||||||||
Fair value of each option | $ 1.59 | |||||||||||||||||||||
Risk-free interest rate | 0.28% | |||||||||||||||||||||
Annualized volatility | 100% | |||||||||||||||||||||
Expected dividend yield | 0% | |||||||||||||||||||||
Number of options, outstanding | Share | 0 | 24,067 | ||||||||||||||||||||
Number of options, exercisable | Share | 0 | 24,067 | ||||||||||||||||||||
Directors, Officers, employees, and consultants [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of options granted | Share | 33,333 | 1,616,667 | 300,000 | 2,523,333 | ||||||||||||||||||
Exercise price of stock option | $ 1.35 | $ 2.34 | $ 1.35 | |||||||||||||||||||
Fair value of compensation options | $ | $ 19,456 | $ 2,813,800 | $ 2,537,300 | |||||||||||||||||||
Fair value of each option | $ 0.584 | $ 1.74 | $ 1.02 | |||||||||||||||||||
Directors and officers [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of options granted | Share | 900,000 | |||||||||||||||||||||
Exercise price of stock option | $ 0.75 | $ 1.06 | ||||||||||||||||||||
Fair value of compensation options | $ | $ 138,713 | $ 718,762 | ||||||||||||||||||||
Fair value of each option | $ 0.46 | $ 0.799 | ||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of options granted | Share | 66,667 | |||||||||||||||||||||
Exercise price of stock option | $ 1.35 | |||||||||||||||||||||
Fair value of compensation options | $ | $ 22,200 | |||||||||||||||||||||
Fair value of each option | $ 0.33 | |||||||||||||||||||||
Certain employees and a consultant [Member] | ||||||||||||||||||||||
Disclosure of classes of share capital [line items] | ||||||||||||||||||||||
Number of options granted | Share | 215,000 | |||||||||||||||||||||
Exercise price of stock option | $ 0.95 | |||||||||||||||||||||
Fair value of compensation options | $ | $ 152,305 | |||||||||||||||||||||
Fair value of each option | $ 0.708 |
SHARE CAPITAL (Disclosure of fa
SHARE CAPITAL (Disclosure of fair value of stock options granted) (Details) - Year | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 3.13% | ||
Annualized volatility | 100% | 100% | 100% |
Expected dividend yield | 0% | 0% | 0% |
Expected life (years) | 5 | 5 | |
Minimum [Member] | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 0.71% | 0.34% | |
Expected life (years) | 2 | ||
Maximum [Member] | |||
Disclosure of classes of share capital [line items] | |||
Risk-free interest rate | 1.42% | 1.29% | |
Expected life (years) | 5 |
SHARE CAPITAL (Disclosure of ch
SHARE CAPITAL (Disclosure of changes in stock options outstanding and exercisable) (Details) | 12 Months Ended | |||
Dec. 31, 2022 Share $ / shares | Dec. 31, 2021 Share $ / shares | Dec. 31, 2020 Share $ / shares | Dec. 31, 2019 Share $ / shares | |
Disclosure of classes of share capital [abstract] | ||||
Number of options, Opening balance | Share | 3,715,001 | 4,166,667 | 0 | |
Weighted average exercise price, Opening balance | $ / shares | $ 1.45 | $ 1.73 | $ 0 | |
Options Granted | Share | 300,000 | 1,148,333 | 4,206,667 | |
Weighted average exercise price, Granted | $ / shares | $ 0.75 | $ 1.05 | $ 1.73 | |
Options Cancelled | Share | (283,334) | (1,599,999) | (40,000) | |
Weighted average exercise price, Cancelled | $ / shares | $ 1.51 | $ 1.89 | $ 1.35 | |
Options Expired | Share | (66,667) | |||
Weight average exercise price, Expired | $ / shares | $ 1.35 | |||
Number of options, Closing balance | Share | 3,665,000 | 3,715,001 | 4,166,667 | |
Weighted average exercise price, Closing balance | $ / shares | $ 1.4 | $ 1.45 | $ 1.73 | |
Number of options, exercisable | Share | 3,665,000 | 3,715,001 | 4,166,667 | 0 |
Weighted average exercise price | $ / shares | $ 1.4 | $ 1.45 | $ 1.73 | $ 0 |
SHARE CAPITAL (Disclosure of st
SHARE CAPITAL (Disclosure of stock options outstanding and exercisable) (Details) | 12 Months Ended | |||
Dec. 31, 2022 Share $ / shares | Dec. 31, 2021 Share $ / shares | Dec. 31, 2020 Share $ / shares | Dec. 31, 2019 Share $ / shares | |
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Options outstanding and exercisable | Share | 3,665,000 | 3,715,001 | 4,166,667 | 0 |
Weighted average exercise price | $ / shares | $ 1.4 | $ 1.45 | $ 1.73 | $ 0 |
Weighted average remaining life (years) | 2 years 10 months 28 days | |||
Exercise Price 1.35 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | January 30, 2025 | |||
Options outstanding and exercisable | Share | 1,583,334 | |||
Weighted average exercise price | $ / shares | $ 1.35 | |||
Weighted average remaining life (years) | 2 years 29 days | |||
Exercise Price 2.34 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | August 5, 2025 | |||
Options outstanding and exercisable | Share | 683,333 | |||
Weighted average exercise price | $ / shares | $ 2.34 | |||
Weighted average remaining life (years) | 2 years 7 months 6 days | |||
Exercise Price 1.35 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | August 5, 2026 | |||
Options outstanding and exercisable | Share | 33,333 | |||
Weighted average exercise price | $ / shares | $ 1.35 | |||
Weighted average remaining life (years) | 3 years 7 months 2 days | |||
Exercise Price 1.06 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | October 25, 2026 | |||
Options outstanding and exercisable | Share | 900,000 | |||
Weighted average exercise price | $ / shares | $ 1.06 | |||
Weighted average remaining life (years) | 3 years 9 months 25 days | |||
Exercise Price 0.95 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | October 28, 2026 | |||
Options outstanding and exercisable | Share | 165,000 | |||
Weighted average exercise price | $ / shares | $ 0.95 | |||
Weighted average remaining life (years) | 3 years 9 months 29 days | |||
Exercise Price 0.75 [Member] | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry date | August 19, 2027 | |||
Options outstanding and exercisable | Share | 300,000 | |||
Weighted average exercise price | $ / shares | $ 0.75 | |||
Weighted average remaining life (years) | 4 years 7 months 20 days |
SHARE CAPITAL (Disclosure of _2
SHARE CAPITAL (Disclosure of fair value of warrants granted) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [line items] | |
Risk-free interest rate | 0.88% |
Annualized volatility | 100% |
Expected dividend yield | 0% |
Expected life | 2 years |
SHARE CAPITAL (Disclosure of _3
SHARE CAPITAL (Disclosure of changes in warrants outstanding and exercisable) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||||||
Aug. 05, 2020 | Jul. 10, 2020 | Jul. 28, 2020 | Jul. 16, 2020 | Jan. 27, 2020 | Jan. 17, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of classes of share capital [abstract] | |||||||||
Number of warrants outstanding and exercisable, Opening balance | 2,470,552 | 2,470,552 | 8,458,719 | 8,335,992 | 2,470,552 | ||||
Weighted average exercise price, Opening balance | $ 2.19 | $ 2.19 | $ 1.8 | $ 1.8 | $ 2.19 | ||||
Warrants, issued | 122,727 | 6,414,807 | |||||||
Weighted average exercise price, issued | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 1.75 | $ 1.8 | |
Warrants, exercised | (42,967) | ||||||||
Weighted average exercise price, exercised | $ 1.8 | ||||||||
Warrants, expired | (8,335,992) | (506,400) | |||||||
Weighted average exercise price, expired | $ 1.8 | $ 2.76 | |||||||
Number of warrants outstanding and exercisable, Ending balance | 122,727 | 8,458,719 | 8,335,992 | ||||||
Weighted average exercise price, Ending balance | $ 1.75 | $ 1.8 | $ 1.8 |
SHARE CAPITAL (Disclosure of wa
SHARE CAPITAL (Disclosure of warrants outstanding and exercisable) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||||
Warrants outstanding and exercisable | 122,727 | 8,458,719 | 8,335,992 | 2,470,552 |
Weighted average exercise price | $ 1.75 | $ 1.8 | $ 1.8 | $ 2.19 |
Weighted average remaining life (years) | 9 months 18 days | |||
Exercise Price 1.75 [Member] | ||||
Disclosure of classes of share capital [line items] | ||||
Expiry date | October 18, 2023 | |||
Warrants outstanding and exercisable | 122,727 | |||
Weighted average exercise price | $ 1.75 | |||
Weighted average remaining life (years) | 9 months 18 days |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2022 CAD ($) Share | Dec. 31, 2021 CAD ($) Share | Dec. 31, 2020 CAD ($) Share | |
Disclosure of transactions between related parties [line items] | |||
Number of options granted | 300,000 | 1,148,333 | 4,206,667 |
Key management personnel [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Number of options granted | 300,000 | 933,333 | 1,933,333 |
Fair value on grant of share options in share-based payment arrangement | $ | $ 138,713 | $ 738,219 | $ 2,531,999 |
RELATED PARTY TRANSACTIONS - (D
RELATED PARTY TRANSACTIONS - (Disclosure of aggregate value of transactions with key management personnel and Directors) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | $ 518,594 | $ 482,810 | $ 333,491 |
Andrew Hale [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | 0 | 134,666 | 180,091 |
DBM CPA Inc. [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | 0 | 61,091 | 150,900 |
Donald Dinsmore [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | 102,705 | 172,535 | 0 |
Invictus Accounting Group LLP [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | 286,539 | 74,518 | 0 |
MDC Forbes Inc. [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | 127,350 | 40,000 | 0 |
Pipedreemz Inc. [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Aggregate value of transactions with key management personnel and Directors | $ 2,000 | $ 0 | $ 2,500 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - (Disclosure of outstanding accounts payable balance with related parties) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | $ 99,661 | $ 70,621 |
Donald Dinsmore [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | 0 | 50,000 |
Invictus Accounting Group LLP [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | 13,884 | 8,933 |
MDC Forbes Inc. [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | 62,427 | 10,500 |
Michael Forbes [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | 20,000 | 1,188 |
Pipedreemz Inc. [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Outstanding accounts payable balance with related parties | $ 3,350 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||
Income taxes paid | $ 0 | $ 0 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION- (Disclosure of non-cash financing and investing activities) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-cash financing activities | |||
Conversion of convertible debentures - debenture reserves | $ 0 | $ 0 | $ 298,461 |
Convertible debentures - settlement | 0 | 0 | (3,418,390) |
Convertible debentures - reserves | 0 | 0 | (70,814) |
Share issuance costs - Compensation Options | 0 | 0 | (38,500) |
Shares returned to treasury | 12,000,000 | 0 | 0 |
Non-cash investing activities | |||
Equipment purchases included in accounts payable and accrued liabilities | (442,785) | (197,726) | 274,692 |
Equipment acquired through a lease agreement | $ (49,968) | $ 0 | $ 411,924 |
FINANCIAL RISK MANAGEMENT (Narr
FINANCIAL RISK MANAGEMENT (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2022 CAD ($) Customer | Dec. 31, 2021 CAD ($) Customer | Dec. 31, 2020 CAD ($) Customer | Dec. 31, 2019 CAD ($) | |
Disclosure of major customers [line items] | ||||
Cash | $ 1,013,867 | $ 744,541 | $ 1,145,461 | $ 2,376,826 |
Current liabilities | $ 12,660,207 | $ 5,341,267 | ||
Number of significant customers | Customer | 4 | 2 | 3 | |
Four customers [Member] | ||||
Disclosure of major customers [line items] | ||||
Percentage of entity's revenue | 97% | |||
Two customers [Member] | ||||
Disclosure of major customers [line items] | ||||
Percentage of entity's revenue | 99% | |||
Customer one [Member] | ||||
Disclosure of major customers [line items] | ||||
Percentage of entity's revenue | 79% | |||
Customer two [Member] | ||||
Disclosure of major customers [line items] | ||||
Percentage of entity's revenue | 16% | |||
Customer three [Member] | ||||
Disclosure of major customers [line items] | ||||
Percentage of entity's revenue | 5% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - (Disclosure of undiscounted liabilities and future operating commitments) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity analysis of financial liabilities | |||
Accounts payable and accrued liabilities | $ 8,545,048 | ||
Loan payable | 314,555 | ||
Lease liability | 78,309 | ||
Mortgage payable | 3,822,505 | ||
Government loan | 60,000 | $ 60,000 | $ 60,000 |
Undiscounted financial liabilities | 12,820,417 | ||
Within 1 year [Member] | |||
Maturity analysis of financial liabilities | |||
Accounts payable and accrued liabilities | 8,545,048 | ||
Loan payable | 314,555 | ||
Lease liability | 23,205 | ||
Mortgage payable | 3,822,505 | ||
Government loan | 0 | ||
Undiscounted financial liabilities | 12,705,313 | ||
2 - 5 years [Member] | |||
Maturity analysis of financial liabilities | |||
Accounts payable and accrued liabilities | 0 | ||
Loan payable | 0 | ||
Lease liability | 55,104 | ||
Mortgage payable | 0 | ||
Government loan | 60,000 | ||
Undiscounted financial liabilities | $ 115,104 |
CANCELLATION OF LICENSE AGREE_2
CANCELLATION OF LICENSE AGREEMENT (Narrative) (Details) - CAD ($) | Oct. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Of Cancellation Of License Agreement [Line Items] | |||
Prepaid amount | $ 379,456 | $ 115,372 | |
Former Trademark Licensee [Member] | |||
Disclosure Of Cancellation Of License Agreement [Line Items] | |||
Credit note to former Trademark licensee | $ 1,542,492 | ||
Accounts payable offset | 705,301 | ||
Inventory bought back | 1,776,589 | ||
Prepaid amount | $ 600,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Applicable tax rate | 27% | 27% | 27% |
Temporary differences, unused tax credits and unused tax losses | $ 1,838,000 | $ 753,000 | |
Non-Capital losses [Member] | 2038 to 2042 [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences, unused tax credits and unused tax losses | $ 9,441,000 | $ 4,529,000 |
INCOME TAXES - (Disclosure of d
INCOME TAXES - (Disclosure of detailed information about effective income tax expense (recovery)) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Major components of tax expense (income) [abstract] | |||
Loss for the period | $ (4,337,639) | $ (2,764,939) | |
Combined federal and provincial statutory income tax rates | 27% | 27% | 27% |
Expected income tax (recovery) | $ (1,171,000) | $ (747,000) | |
Change in statutory rates and other | (2,000) | (37,000) | |
Permanent differences | 503,000 | 244,000 | |
Adjustment to prior years provision versus statutory tax returns | (319,000) | 34,000 | |
Change in unrecognized deductible temporary differences | 933,000 | 491,000 | |
Total income tax recovery | (56,000) | (15,000) | |
Current income tax expense | 96,000 | 16,000 | $ 0 |
Deferred tax (recovery) | $ (152,000) | $ (31,000) | $ 0 |
INCOME TAXES - (Disclosure of u
INCOME TAXES - (Disclosure of unrecognized deferred tax assets and liabilities) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Property equipment and other | $ (132,000) | $ 487,000 |
Intangible assets | (847,000) | (956,000) |
Non-capital losses available for future period | 2,817,000 | 1,222,000 |
Deferred tax assets | 1,838,000 | 753,000 |
Less: unrecognized deferred tax assets | (2,646,000) | (1,713,000) |
Deferred tax liability | $ (808,000) | $ (960,000) |
INCOME TAXES - (Disclosure of t
INCOME TAXES - (Disclosure of temporary differences, unused tax credits and tax losses) (Details) - CAD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Temporary differences, unused tax credits and unused tax losses | $ 1,838,000 | $ 753,000 |
Property equipment and other [Member] | No expiry date [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Temporary differences, unused tax credits and unused tax losses | 354,000 | 1,820,000 |
Non-Capital losses [Member] | 2038 to 2042 [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Temporary differences, unused tax credits and unused tax losses | $ 9,441,000 | $ 4,529,000 |