Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jan. 31, 2020shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | C21 Investments Inc. |
Entity Central Index Key | 0000831609 |
Entity Current Reporting Status | Yes |
Amendment Flag | false |
Current Fiscal Year End Date | --01-31 |
Entity Common Stock, Shares Outstanding | 89,388,640 |
Document Type | 20-F |
Document Period End Date | Jan. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Voluntary Filers | Yes |
Entity Well-known Seasoned Issuer | No |
Entity Filer Category | Non-accelerated Filer |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Current assets | ||
Cash | $ 3,076,493 | $ 9,067,095 |
Biological assets | 1,408,271 | 1,870,540 |
Inventory | 6,191,843 | 6,859,034 |
Prepaid expenses and deposits | 543,482 | 608,002 |
Receivables | 443,122 | 79,953 |
Total current assets | 11,663,211 | 18,484,624 |
Property and equipment | 3,834,131 | 2,082,010 |
Right-of-use assets | 4,660,688 | 7,744,611 |
Intangible assets | 12,704,626 | 13,368,580 |
Goodwill | 28,541,323 | 29,230,651 |
Notes receivable and deposits | 0 | 6,476,515 |
Restricted cash | 46,106 | 46,035 |
TOTAL ASSETS | 61,450,085 | 77,433,026 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,488,274 | 4,981,116 |
Promissory note payable - current portion | 21,200,000 | 21,000,000 |
Convertible promissory note- current portion | 1,244,041 | |
Convertible debentures- current portion | 6,867,255 | |
Income taxes payable | 3,714,666 | |
Consideration payable - current portion | 846,256 | 1,375,268 |
Short-term debt | 126,119 | |
Derivative liability- current portion | 23,097 | |
Lease liabilities- current portion | 1,131,149 | 4,421,265 |
Total current liabilities | 38,617,760 | 31,800,746 |
Lease liabilities | 3,870,211 | 3,486,700 |
Long-term debt | 494,217 | |
Convertible promissory note | 1,136,065 | 1,845,830 |
Convertible debentures | 0 | 10,159,653 |
Promissory note payable | 9,000,000 | |
Derivative liability | 3,699,152 | |
Reclamation obligation | 53,126 | 53,484 |
TOTAL LIABILITIES | 47,870,531 | 56,346,413 |
SHAREHOLDERS' EQUITY | ||
Share capital | 76,028,268 | 52,923,983 |
Commitment to issue shares | 1,100,881 | 1,044,881 |
Reserves | 8,008,176 | 5,435,551 |
Accumulated other comprehensive loss | (1,047,387) | (363,051) |
Deficit | (70,510,384) | (37,954,751) |
TOTAL SHAREHOLDERS' EQUITY | 13,579,554 | 21,086,613 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 61,450,085 | $ 77,433,026 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Profit or loss [abstract] | |||
Revenue | $ 37,705,095 | $ 2,585,511 | |
Inventory expensed to cost of sales | 25,625,734 | 2,681,864 | |
Gross margin before the undernoted | 12,079,361 | (96,353) | |
Realized fair value adjustment on biological assets | (5,292,763) | 405,170 | |
Unrealized fair value adjustment on biological assets | 6,536,103 | (126,250) | |
Gross Profit | 13,322,701 | 182,567 | |
Expenses | |||
General and administration | 9,485,132 | 6,326,591 | $ 340,575 |
Sales, marketing, and promotion | 1,120,929 | 2,306,357 | |
Depreciation and amortization | 3,405,116 | 579,757 | |
Share based compensation | 492,631 | 2,996,710 | 258,896 |
Total expenses | 14,503,808 | 12,209,415 | 599,471 |
Income (loss) before undernoted items | (1,181,107) | (12,026,848) | (599,471) |
Other items | |||
Interest expense | (3,866,420) | (391,961) | |
Accretion expense | (434,331) | (992,202) | |
Transaction costs | (331,973) | (4,973,991) | |
Impairment of property and equipment | (4,139,522) | ||
Other Income (loss) | 241,825 | (673,226) | |
Impairment of goodwill and intangible assets | (23,911,485) | (5,160,741) | |
Loss on disposal of assets | (90,100) | ||
Interest and other income | 2,353 | 337,986 | |
Gain on change in fair value of derivative liabilities | 4,779,693 | 369,913 | |
Loss before income taxes | (28,840,967) | (23,601,170) | (599,471) |
Current income tax expense | (3,714,666) | 0 | 0 |
NET LOSS | (32,555,633) | (23,601,170) | (599,471) |
Other comprehensive loss | |||
Cumulative translation adjustment | (684,336) | (370,903) | 32,048 |
LOSS AND COMPREHENSIVE LOSS | $ (33,239,969) | $ (23,972,073) | $ (567,423) |
Basic and diluted loss per share (in dollars per share) | $ (0.42) | $ (0.76) | $ (0.11) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 76,683,895 | 31,001,645 | 5,004,353 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Share capital | Share based compensation Reserves | Equity component of convertible instruments Reserves | Commitment to issue shares | Accumulated other comprehensive income (loss) | Deficit | Total |
Beginning Balance at Jan. 31, 2017 | $ 12,820,278 | $ 602,418 | $ (24,196) | $ (13,754,110) | $ (355,610) | ||
Beginning Balance (shares) at Jan. 31, 2017 | 1,979,695 | ||||||
Shares issued for cash | 669,140 | $ 699,140 | |||||
Shares issued for cash (shares) | 3,640,000 | ||||||
Shares issued for debt settlement | 65,192 | $ 65,192 | |||||
Shares issued for debt settlement (shares) | 360,000 | ||||||
Share based compensation | 258,896 | $ 258,896 | |||||
Shares issued on convertible debenture subscription receipts, net (shares) | 3,640,000 | ||||||
Net loss and comprehensive loss for the year | 32,048 | (599,471) | $ (567,423) | ||||
Ending balance at Jan. 31, 2018 | 13,554,610 | 861,314 | 7,852 | (14,353,581) | $ 70,195 | ||
Ending Balance (shares) at Jan. 31, 2018 | 5,979,695 | ||||||
Shares issued on convertible debenture subscription receipts, net | 25,479,998 | $ (2,958,335) | $ 22,521,663 | ||||
Shares issued on convertible debenture subscription receipts, net (shares) | 36,850,000 | ||||||
Shares issued for cash, net | 3,919,162 | $ 3,919,162 | |||||
Shares issued for cash, net (shares) | 2,082,000 | ||||||
Share based compensation - broker's warrants | 233,275 | $ 233,275 | |||||
Share based compensation - option issuance | 2,996,710 | 2,996,710 | |||||
Share based compensation - warrant issuance | 1,394,883 | 1,394,883 | |||||
Shares issued on settlement of loan | 83,941 | $ 83,941 | |||||
Shares issued on settlement of loan (shares) | 50,000 | ||||||
Shares issued on exercise of warrants | 2,953 | (840) | $ 2,113 | ||||
Shares issued on exercise of warrants (Shares) | 2,750 | ||||||
Shares issued on exercise of options | 99,782 | (49,791) | $ 49,991 | ||||
Shares issued on exercise of options (Shares) | 100,000 | ||||||
Shares issued on purchase of Silver State | 8,951,375 | $ 8,951,375 | |||||
Shares issued on purchase of Silver State (shares) | 12,500,000 | ||||||
Issuance of share payment note on EFF acquisition | $ 1,877,043 | $ 1,877,043 | |||||
Shares issued on exercise of EFF share payment note | 832,162 | (832,162) | |||||
Shares issued on exercise of EFF share payment note (shares) | 940,810 | ||||||
Equity component of convertible debentures | $ 2,958,335 | $ 2,958,335 | |||||
Net loss and comprehensive loss for the year | (370,903) | (23,601,170) | (23,972,073) | ||||
Ending balance at Jan. 31, 2019 | 52,923,983 | 5,435,551 | 1,044,881 | (363,051) | (37,954,751) | $ 21,086,613 | |
Ending Balance (shares) at Jan. 31, 2019 | 58,505,255 | ||||||
Shares issued for cash | 4,895,379 | ||||||
Shares issued on purchase of Phantom Farms | 2,507,138 | $ 2,507,138 | |||||
Shares issued on purchase of Phantom Farms (shares) | 2,670,000 | ||||||
Warrants issued on purchase of Phantom Farms | 793,745 | $ 793,745 | |||||
Share based compensation - option issuance | 492,631 | 492,631 | |||||
Shares issued on purchase of Swell Companies | 1,130,363 | $ 1,130,363 | |||||
Shares issued on purchase of Swell Companies (shares) | 1,266,667 | ||||||
Commitment to issue shares on purchase of Swell Companies | 4,221,503 | $ 4,221,503 | |||||
Subsequent shares issued on purchase of Swell Companies | 3,796,815 | (3,796,815) | |||||
Subsequent shares issued on purchase of Swell Companies (shares) | 7,015,238 | ||||||
Warrants issued on purchase of Swell Companies | 786,284 | $ 786,284 | |||||
Shares issued for real estate | 4,136,646 | $ 4,136,646 | |||||
Shares issued for real estate (shares) | 3,983,886 | ||||||
Units issued for cash, net | 4,895,379 | 828,076 | $ 5,723,455 | ||||
Units issued for cash, net (shares) | 5,589,493 | ||||||
Payment of EFF Share payment note | 368,688 | (368,688) | |||||
Payment of EFF Share payment note (shares) | 368,688 | ||||||
Shares issued on exercise of warrants | $ 1,018,748 | (289,159) | $ 729,589 | ||||
Shares issued on exercise of warrants (Shares) | 915,545 | 915,545 | |||||
Shares issued on exercise of EFF convertible note | $ 660,647 | $ 660,647 | |||||
Shares issued on exercise of EFF convertible note (shares) | 977,479 | ||||||
Shares issued on exercise of options | $ 77,980 | (38,952) | $ 39,028 | ||||
Shares issued on exercise of options (Shares) | 80,000 | 80,000 | |||||
Shares issued on exercise of convertible debentures | $ 4,539,991 | $ 4,539,991 | |||||
Shares issued on exercise of convertible debentures (Shares) | 8,016,388 | ||||||
Share issue costs | (28,110) | $ (28,110) | |||||
Net loss and comprehensive loss for the year | (684,336) | (32,555,633) | (33,239,969) | ||||
Ending balance at Jan. 31, 2020 | $ 76,028,268 | $ 8,008,176 | $ 1,100,881 | $ (1,047,387) | $ (70,510,384) | $ 13,579,554 | |
Ending Balance (shares) at Jan. 31, 2020 | 89,388,639 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
OPERATING ACTIVITIES | |||
Net loss | $ (32,555,633) | $ (23,601,170) | $ (599,471) |
Depreciation and amortization | 4,981,575 | 623,022 | |
Impairment of property and equipment | 4,139,522 | ||
Net effect of fair value changes in biological assets | (1,243,340) | 278,920 | |
Share based compensation | 492,631 | 2,996,710 | 258,896 |
Transaction costs - share based compensation | 1,577,527 | ||
Impairment of goodwill and intangible assets | 23,911,485 | 5,160,741 | |
Interest expense | 3,742,194 | ||
Lease amortization | 256,354 | ||
Foreign exchange gain | 75,721 | ||
Current income tax expense | 3,714,666 | ||
Accretion expense | 434,331 | 992,202 | |
Gain on change in fair value of derivative liabilities | (4,779,693) | (369,913) | |
Loss on disposal of assets | 90,100 | ||
Acquired fair value differences included in cost of sales | 4,000,000 | ||
Changes in working capital items | |||
Inventory | 1,401,762 | 37,160 | |
Receivables | (36,022) | (176,490) | (5,293) |
Accounts payable and accrued liabilities | (2,832,043) | 1,272,139 | (237,447) |
Prepaid expenses and deposits | 62,708 | (504,155) | |
Cash (used)/provided by operating activities | 5,509,864 | (11,366,853) | (583,315) |
INVESTING ACTIVITIES | |||
Change in restricted cash | (299) | ||
Purchases of property and equipment | (509,624) | (208,079) | |
Loans to acquisition targets | (6,245,000) | ||
Deposits on property and equipment | (4,880) | ||
Net cash outflow on acquisition of subsidiaries | (1,586,942) | (8,876,776) | |
Cash used in investing activities | (4,542,741) | (18,676,359) | (299) |
FINANCING ACTIVITIES | |||
Issuance of common shares, net | 5,695,345 | 3,971,266 | 705,159 |
Issuance of convertible debentures | 35,196,052 | (11,908) | |
Issuance of convertible debentures on exercise of warrants | 653,632 | ||
Payments on promissory notes payable | (9,090,000) | ||
Cash proceeds from options | 39,028 | ||
Cash proceeds from warrants | 729,589 | ||
Payments of long term debt | (79,421) | ||
Lease payments made | (1,758,391) | ||
Interest paid in cash | (3,291,295) | ||
Cash provided by financing activities | (7,101,513) | 39,167,318 | 693,251 |
Effect of foreign exchange on cash | 143,788 | (266,246) | 99,532 |
(Decrease)/Increase in cash during the year | (5,990,602) | 8,857,860 | 209,169 |
Cash, beginning of year | 9,067,095 | 209,235 | 66 |
Cash, end of year | 3,076,493 | 9,067,095 | $ 209,235 |
Megawood | |||
INVESTING ACTIVITIES | |||
Payment of consideration payable | (231,395) | ||
EFF acquisition | |||
INVESTING ACTIVITIES | |||
Payment of liabilities assumed on acquisition | $ (3,341,624) | ||
Swell acquisition | |||
INVESTING ACTIVITIES | |||
Payment of liabilities assumed on acquisition | (1,070,907) | ||
Silver State | |||
INVESTING ACTIVITIES | |||
Payment of consideration payable | $ (1,143,873) |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Jan. 31, 2020 | |
NATURE OF OPERATIONS and going concern [abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | 1. NATURE OF OPERATIONS AND GOING CONCERN C21 Investments Inc. (the "Company" or "C21") was incorporated January 15, 1987, under the Company Act of British Columbia. The Company is a publicly traded company with its registered office is 1900-885 West Georgia Street, Vancouver, BC, V6C 3H4. Pursuant to a change of business announced on January 29, 2018 to the Cannabis industry, the Company commenced acquiring and operating revenue-producing cannabis operations in the USA and internationally. On June 15, 2018, the Company's common shares were delisted from the TSX Venture Exchange ("TSX-V") at the Company's request and on June 18, 2018 the Company commenced trading on the Canadian Securities Exchange ("CSE"), completed its change of business to the cannabis industry and commenced trading under the symbol CXXI. The Company registered its Common Shares in the United States and on May 6, 2019, its shares were cleared by FINRA for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On August 23, 2019 the Company announced it had been upgraded to the OTCQB® Venture Market As at January 31, 2020, the Company operates in two segments, recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (Note 22). These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company reports a net loss for the year ended January 31, 2020 of $32,555,633, and accumulated deficit of $70,510,384, and a working capital deficit of $26,954,549 as at January 31, 2020. In July 2019, the Company accelerated a restructuring and integration of operations that resulted in significant cash savings. While these efforts have resulted in positive cash flow from operations, they will not be sufficient to fund payments on the short-term debt obligations owing to the Company's CEO (Notes 18, 29 and 32). The Company's working capital deficit position is due primarily to these short-term debt service payments which will require additional funding to satisfy by January 1, 2021 under the Company's current payment schedule. The ability of the Company to continue as a going concern is dependent on either raising additional financing or further restructuring of its current payment schedule with the Company's CEO, Sonny Newman, who is also the Company's majority secured debt holder and largest shareholder. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern. Historically, management has been successful in obtaining adequate funding for operating and capital requirements. The Company takes a disciplined approach to financing and intends to protect shareholder value by raising capital strategically. The Company is assessing various opportunities for additional financing through either debt or equity to be used to satisfy current obligations, for corporate working capital and possible future acquisitions. There is no assurance that the Company will be able to secure financing on acceptable terms or at all to cover its current obligations. In the United States, 34 states, the District of Columbia, and four U.S. territories allow the use of medical cannabis. Alaska, California, Colorado, Illinois Maine, Massachusetts, Michigan, Nevada, Oregon, Washington, Vermont, and the District of Columbia legalized the sale and adult-use of recreational cannabis. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970 ("Federal CSA"). Under U.S. federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the drug under medical supervision. As such, even in those states in which marijuana is legalized under state law, the manufacture, importation, possession, use or distribution of cannabis remains illegal under U.S. federal law. This has created a dichotomy between state and federal law, whereby many states have elected to regulate and remove state-level penalties regarding a substance which is still illegal at the federal level. There remains uncertainty about the US federal government's position on cannabis with respect to cannabis-legal states. A change in its enforcement policies could impact the ability of the Company to continue as a going concern. In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments may adversely affect workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION | 12 Months Ended |
Jan. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION [abstract] | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION | 2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION The consolidated financial statements were authorized for issuance on July 12, 2020 by the directors of the Company. Basis of consolidation These consolidated financial statements as at and for the year ended January 31, 2020, incorporate the accounts of the Company and its wholly-owned subsidiaries as defined in IFRS 10 - Consolidated Financial Statements The following are the Company's wholly owned subsidiaries that are included in these consolidated financial statements as at and for the period ended January 31, 2020: Country of Percentage Functional Name of Subsidiary Incorporation Ownership Currency Principal Activity 320204 US Holdings Corp. USA 100% USD Holding Company 320204 Oregon Holdings Corp. USA 100% USD Holding Company 320204 Nevada Holdings Corp. USA 100% USD Holding Company 320204 Re Holdings, LLC USA 100% USD Holding Company Eco Firma Farms LLC USA 100% USD Cannabis producer Silver State Cultivation LLC USA 100% USD Cannabis producer Silver State Relief LLC USA 100% USD Cannabis retailer Swell Companies LTD USA 100% USD Cannabis processor, distributor Megawood Enterprises Inc. USA 100% USD Cannabis retailer Phantom Venture Group, LLC USA 100% USD Holding Company Phantom Brands, LLC USA 100% USD Holding Company Phantom Distribution, LLC USA 100% USD Cannabis distributor 63353 Bend, LLC USA 100% USD Cannabis producer 20727-4 Bend, LLC USA 100% USD Cannabis processor 4964 BFH, LLC USA 100% USD Cannabis producer Workforce Concepts 21, Inc. USA 100% USD Payroll and benefits services Basis of preparation These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments and biological assets classified as fair value through profit or loss. The financial statements are presented in U.S. dollars unless otherwise noted. Amounts in comparative years may have been reclassified to conform with the current year's presentation. Statement of compliance These consolidated financial statements are prepared in accordance with International Financial reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee ("IFRIC"). Functional and presentation currency We have chosen to present these consolidated financial statements in U.S. dollars. The functional currency of the Company's subsidiaries is U.S. dollars. The parent company's functional currency is the Canadian dollar. All amounts presented are in U.S. dollars unless otherwise noted. Foreign currency translation Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss). Biological assets The Company's biological assets consist of cannabis plants. The Company capitalizes the direct and indirect costs incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest. The Company then measures the biological assets at fair value less costs to sell and complete up to the point of harvest, which becomes the basis for the cost of finished goods inventories after harvest. The effect of realized and unrealized gains or losses arising from changes in fair value less cost to sell during the year are included in the results of operations. Inventories Raw materials, work in process, and finished goods inventories are valued at the lower of cost and net realizable value. Harvested raw material cannabis inventories are transferred from biological assets at their fair value less cost to sell at harvest, which becomes the initial deemed cost. Any subsequent post-harvest costs are capitalized to inventory insofar as cost is less than net realizable value. Inventories for resale, in addition to supplies and consumables, are valued at the lower of cost and net realizable value, with standard costing used to determine cost. Inventories are measured at the lower of cost and net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. The cost of inventory includes expenditures incurred in acquiring raw materials, production and conversion costs, depreciation and other costs incurred in bringing inventory to its existing location and condition. The Company uses the standard costing method to track and cost inventory items. The Company maintains three categories of inventory: raw materials, work in process and finished goods. Property and equipment Property and equipment are measured at cost less accumulated depreciation and losses on impairment. Depreciation of property and equipment begins when an asset is in the location and condition necessary to operate as management intended. Upon the sale or disposition of the asset, cost and accumulated depreciation are removed from property and equipment, with any resulting gain or loss recognized in the consolidated statement of loss and comprehensive loss. Depreciation is provided on the straight-line basis over the useful lives of the assets as follows: Buildings 45 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years Depreciation of property and equipment begins when an asset is in the location and condition necessary to operate as management intended. Upon the sale or disposition of the asset, cost and accumulated depreciation are removed from property and equipment, with any resulting gain or loss recognized in the consolidated statement of loss and comprehensive loss, as determined by comparing the proceeds from disposal with the carrying amount of the item. Each part of an item of property and equipment with a significant cost in relation to the total cost of the asset, are depreciated separately, except when the significant part has a similar useful life and depreciation method as another part of that same asset. Insignificant parts of the same asset are depreciated together in the remainder of the asset. During each financial year, the Company reviews the residual value, useful life and depreciation method for property and equipment, and makes any adjustment prospectively, if applicable. Intangible assets and goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years as of November 1, 2019, which reflect the useful lives of the intangible assets. Prior to that the amortization period was 5 years on licenses and customer relationships. This change in estimate was treated prospectively. At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Company has grouped the Goodwill and intangibles into cash generating units ("CGU"), specifically Oregon and Nevada. Goodwill has an indefinite useful life, is not subject to amortization and is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that they may be impaired. Convertible Instruments Convertible notes are compound financial instruments which are accounted for separately by their components: a financial liability and an equity instrument. The financial liability, which represents the obligation to pay coupon interest on the convertible notes in the future, is initially measured at its fair value and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance. The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments. Impairment of long-lived assets Long-lived assets include intangible assets and property and equipment, which are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that an impairment has occurred. In assessing impairment, the Company compares the carrying amount of the long-lived asset to the recoverable amount. The recoverable amount is the fair value of the asset less its value in use and cost of disposal. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the recoverable amount. In a subsequent period, if an impairment loss reverses, the carrying amount of the long-lived asset is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been previously recognized. Leases The Company leases some items of property and equipment. Under IFRS 16 Leases Pursuant to IFRS 16 lessee accounting model, the right-of-use asset is initially measured at cost, which includes the initial amount of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method. The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date, discounted using the rate implicit in the lease or, if the implicit rate cannot be readily determined, the Company's incremental borrowing rate. The measurement of lease liabilities includes the following types of lease payments: 1) fixed payments, including in-substance fixed payments; 2) variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date; 3) amounts expected to be payable under any residual value guarantees; and 4) exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy, and penalties for early termination of a lease unless the Company is reasonably certain that it will not terminate the lease early. The lease liability is measured at amortized costs using the effective interest method. The lease liability is remeasured in the following circumstances: 1) if there is a change in the future lease payments resulting from a change in index or rate; 2) if there is a change in the Company's estimation of the amount expected to be payable under a residual value guarantee; and 3) if the Company changes its assessment of whether it will exercise an option to purchase, extend or terminate. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less and for low-value assets. Financial instruments i. Financial assets On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) 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. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL, where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income/loss. The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Receivables and notes receivable are measured at amortized cost with subsequent impairments recognized in profit or loss. Cash and restricted cash are classified as FVTPL. ii. Impairment An 'expected credit loss' impairment model applies that requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account, and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. iii. Financial liabilities Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, promissory notes payable, consideration payable, convertible debentures, lease liabilities, other debt, and convertible promissory notes, are classified as amortized cost and carried on the consolidated statement of financial position at amortized cost. Derivative liabilities are carried at FVTPL. Share based compensation The Company measures equity settled share based payments based on their fair value at their grant date and recognizes share based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as share capital and the related share based compensation is transferred from reserve to share capital. Income taxes Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity in other comprehensive income (loss). Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect to previous years. Current income taxes are determined using the applicable tax rates and tax laws. Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction that is not a business combination, and at the time of the transaction, affects neither accounting nor taxable profit or loss. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassess its unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the recovery of the Company's deferred tax asset. Earnings (loss) per share The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive. The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive. Revenue recognition Revenue comprises the fair value of consideration received or receivable, for the sale of goods and services in the ordinary course of the Company's activities. Revenue is shown net of returns and discounts. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control over a good or service to a customer. For product sales of cannabis and cannabis derivative products, the Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. Business combinations Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The Company measures goodwill as the fair value of the consideration, less the net recognized amount of the identifiable assets and liabilities assumed, all measured at fair value as of the acquisition date. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss. Transaction costs Transaction costs that are directly attributable to the acquisition of financial liabilities, other than those at FVTPL, are added to or deducted from the fair value of the financial liability on initial recognition, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately through profit and loss. Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity,) are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss. Reclamation obligation The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a rehabilitation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statement of loss and comprehensive loss. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. Significant accounting judgments, estimates and assumptions The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments Areas requiring a significant degree of estimation and judgment relate to the determination of business combinations, impairment of long-lived assets, biological assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, and share based compensation. i. Business combinations Judgment is used in determining whether the Company's acquisition is considered a business combination or an asset acquisition. Additionally, judgment is required to assess whether any amounts paid on the achievement of agreed upon milestones represents contingent consideration or compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration arising from an acquisition should be classified as a liability or equity. Contingent consideration classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement by the Company is accounted for within equity. Contingent consideration classified as a liability is remeasured at subsequent reporting dates in accordance with IAS 39 - Financial Instruments: Recognition and Measurement - Provisions, Contingent Liabilities and Contingent Assets. ii. Impairment of long-lived assets When there are indications that an asset may be impaired, the Company is required to estimate the asset's recoverable amount. The recoverable amount is the greater of value-in-use and fair value less costs of disposal. Determining the value-in-use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. As a result of this review, the Company's assessment of the goodwill associated with the Oregon CGU indicated an impairment in value. The goodwill and intangibles of the Oregon CGU has therefore been written down by $22,375,225 (goodwill) and $1,536,260 (intangibles) see Note 14. iii. Biological assets and inventories In calculating the value of the biological assets and inventory, management is required to make a number of estimates, including estimating the stage of growth of cannabis up to the point of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the cannabis plant. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The Company's estimates are, by their nature, subject to change. Changes in the anticipated yield or quality will be reflected in future changes in the gain or loss on biological assets. Effective July 1, 2019 the Company has begun utilizing the Nevada Department of Taxation ("NDOT") determined wholesale fair market value for the period of future sales in order to calculate the expected selling price of its biological assets at its Nevada operations. Previously, the Company relied on observational inputs in the Nevada market, but the Company believes the NDOT observed values are more consistent and has observed peer issuers adopting the same valuation input. iv. Fair value measurements Certain assets and liabilities held by the Company are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent that such data is available. In certain situations where Level 1 inputs are not available, the Company engages qualified, third-party valuators to perform the valuation. v. Estimated useful lives and depreciation and amortization of property, equipment and intangible assets The Company's depreciation and amortization of property, equipment and intangible assets are dependent on the estimation of the assets' useful lives, which requires management to exercise judgment. The Company's assessment of any impairment of assets is dependent on its estimation of recoverable amounts that consider various factors, including market and economic conditions and the assets' useful lives. vi. Income taxes Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted. The Company has not recorded any deferred tax assets for the years presented. vii. Share based compensation The Company uses the Black-Scholes option pricing model to measure share-based compensation. The Company's estimate of share based compensation is dependent on measurement inputs including the share price on measurement date, exercise price of the option, volatility, risk-free rate, expected dividends, and the expected life. New accounting standards adopted Effective February 1, 2019 the Company adopted IFRIC 23 - Uncertainty Over Income Tax Treatments, which clarifies how to apply the recognition and measurement requirements in IAS 12 - Income Taxes when there is uncertainty over income tax treatments. It has been adopted here with no impact. |
Acquisition of Phantom Farms
Acquisition of Phantom Farms | 12 Months Ended |
Jan. 31, 2020 | |
Phantom Farms | |
Disclosure of detailed information about business combination [line items] | |
ACQUISITIONS | 3. On February 4, 2019, the Company acquired all membership units of Phantom Farms, which encompasses the following limited liability companies: Phantom Venture Group, LLC, Phantom Distribution, LLC, 63353 Bend, LLC, 20727‐4 Bend, LLC, 4964 BFH, LLC, and Phantom Brands, LLC. Phantom Farms has outdoor cannabis cultivation facilities in southern Oregon and a wholesale distribution warehouse, an extraction laboratory and an indoor grow facility in central Oregon. The Company acquired Phantom Farms for total consideration of $10,539,260 comprised of cash deposits on closing of $3,200,000, a promissory note for $290,000, common shares issued in the amount of $2,507,138, share purchase warrants issued in the amount of $793,745, and an earnout valued at $3,748,377. This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations The purchase price and allocation of the purchase price is as follows: - $ - Cash 13,121 Receivables 166,346 Inventory 884,113 Biological assets 75,499 Other assets 52,234 Property and equipment 92,501 Right-of-use asset 2,251,451 Lease liability (2,251,451 ) Brand 622,308 Customer relationships 581,616 Licenses 156,750 Goodwill 8,009,248 Accounts payable and accrued liabilities (114,476 ) Total assets and liabilities acquired 10,539,260 Cash deposits on closing date 3,200,000 Common shares issued 2,507,138 Stock warrants issued** 793,745 Consideration payable * 3,748,377 Promissory note payable 290,000 Total consideration 10,539,260 *all of the consideration payable was recognized as derivative liability (Note 21) **value based on acquisition date share price of $1.23, exercise price of $1.50, expected life of 2 years, volatility of 102.6%, risk free rate of 2.50% In an agreement signed contemporaneously, the Company committed to purchase SDP Development Group, LLC ("SDP") on October 15, 2020, which owned six real estate properties used in connection with Phantom Farms cannabis cultivation, processing and distribution operations. The transaction was restructured and completed in February 2020, see Note 32. At January 31, 2020, it was determined that the goodwill amounts for Phantom were impaired and should be written off. The Company has written off $8,009,248 of goodwill in relation to Phantom for the year ended January 31, 2020 (Note 14). If the acquisition had been made on February 1, 2019, revenues and net income would not be affected. |
Acquisition of Swell Companies
Acquisition of Swell Companies | 12 Months Ended |
Jan. 31, 2020 | |
Swell Companies | |
Disclosure of detailed information about business combination [line items] | |
ACQUISITIONS | 4. On May 24, 2019, the Company acquired all the common shares held in Swell Companies Limited ("Swell"). Swell operates an extraction laboratory, manufacturing, and wholesale facility in Oregon. The Company acquired Swell for total consideration of $18,812,683 comprised of cash deposits and notes receivable of $5,050,000, a convertible promissory note for $1,000,000, assumed liabilities of $1,070,907, common shares issued in the amount of $1,130,363, stock warrants issued in the amount of $786,284, and consideration payable of $9,775,129. This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3 - Business Combinations The purchase price and allocation of the purchase price is as follows: - $ - Cash 173,422 Receivables 160,801 Inventory 2,069,349 Other assets 13,565 Property and equipment 1,152,519 Right-of-use asset 611,890 Lease liability (611,890 ) Brand 709,496 Customer relationships 592,852 Licenses 915,000 Goodwill 13,676,649 Accounts payable and accrued liabilities (650,970 ) Total assets and liabilities acquired 18,812,683 Cash deposits and notes receivable 5,050,000 Convertible promissory note 1,000,000 Liabilities assumed 1,070,907 Common shares issued 1,130,363 Stock warrants issued** 786,284 Consideration payable * 9,775,129 Total consideration 18,812,683 *consideration payable includes$4,707,370 of derivative liabilities(Note 21) **value based on acquisition date share priceof $1.20, exercise price of $1.50, expected life of 5 years, volatility of 102.6%, risk free rate of 2.16% During the year the Company finalized an agreement with the former owners Swell Companies Limited (the "Swell Vendors") to amend the terms of the Company's forward-cash obligations to the Swell Vendors. Pursuant to the terms of the amended agreement: (a) the cash sum due to the Swell Vendors through September 2019 under the original agreement, in the amount of $850,000, will be paid by the Company on or before July 1, 2020 with interest from Nov 15, 2020 at 9.5%.; and (b) the sum of $7,350,000 due to the Swell Vendors on May 24, 2021 under the original agreement, including the Swell Vendors' option to receive $5,000,000 of such sum in cash, will be satisfied in full by the issuance of 7,015,238 common shares of C21. The shares were issued into escrow on December 27, 2019 and will be released as follows: (a) twenty-five percent (25%) four-months-and-a-day from October 4, 2019; and (b) the remainder of the shares in three equal instalments of one-third every four months thereafter. At May 24, 2019, consideration payable included derivative liabilities of $4,707,370, cash consideration payable of $846,256 and commitment to issue shares of $4,221,503. At January 31, 2020, it was determined that the goodwill and intangible amounts for Swell were impaired and should be written off. The Company has written off $13,676,649 of goodwill and $1,536,260 of intangibles for the year ended January 31, 2020 (Note 14). If this acquisition had been in effect at February 1, 2019, estimated revenues would have been $1.37M higher and estimated net income $0.94M lower. |
Acquisition of Silver State
Acquisition of Silver State | 12 Months Ended |
Jan. 31, 2020 | |
Silver State | |
Disclosure of detailed information about business combination [line items] | |
ACQUISITIONS | 5. Acquisition of Silver State On January 1, 2019, the Company acquired all membership units of Silver State Relief LLC and Silver State Cultivation LLC, which collectively form an integrated licensed cannabis operation comprised of two dispensary locations in Sparks and Fernley Nevada, and a cultivation and processing facility in Sparks Nevada (hereinafter called "Silver State"). The Company acquired Silver State for total consideration of $49,105,048 comprised of cash deposits upon closing of $9,009,800, consideration payable of $1,143,873, common shares issued in the amount of $8,951,375, and a promissory note for $30,000,000 (Note 18). The purchase price and the allocation of the purchase price is as follows: - $ - Cash 417,453 Inventory 5,903,468 Biological assets 2,113,917 Other assets 16,085 Property and equipment 569,518 Right-of-use assets 3,950,682 Lease liability (3,857,682 ) Customer relationships 1,540,447 Dispensary licenses 11,790,274 Cultivation license 100,000 Goodwill 28,541,323 Accounts payable and accrued liabilities (1,980,437 ) Total assets and liabilities acquired 49,105,048 Cash deposits on closing date 9,009,800 Consideration payable 1,143,873 Promissory note payable 30,000,000 Common shares issued 8,951,375 Total consideration 49,105,048 This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3, with the assets and liabilities acquired recorded at their fair values at the acquisition date. The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. If this acquisition had been in effect at February 1, 2018, estimated revenues would have been $22.8M higher and estimated net income $10M higher. |
ACQUISITION OF MEGAWOOD ENTERPR
ACQUISITION OF MEGAWOOD ENTERPRISES | 12 Months Ended |
Jan. 31, 2020 | |
Megawood Enterprises Inc. | |
Disclosure of detailed information about business combination [line items] | |
ACQUISITIONS | 6. ACQUISITION OF MEGAWOOD ENTERPRISES On January 23, 2019, the Company acquired all shares of Megawood Enterprises, Inc., a licensed cannabis retail operation located in Portland, Oregon for total consideration of $794,888 comprised of consideration paid/payable of $650,000, closing working capital deficit of $30,112, and a convertible promissory note for $175,000. This acquisition is being accounted for using the acquisition method, in accordance with IFRS 3, with the assets and liabilities acquired recorded at their fair values at the acquisition date. The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. The purchase price and the allocation of the purchase price is as follows: - $ - Cash 38,570 Inventory 46,162 Other assets 10,705 Property and equipment 40,983 Right-of-use asset 221,007 Lease liability (221,007 ) Dispensary license 50,000 Goodwill 689,328 Accounts payable and accrued liabilities (80,860 ) Total assets and liabilities acquired 794,888 Cash consideration paid 280,000 Consideration payable 231,395 Convertible promissory note 175,000 Advances to vendor cancelled upon closing 138,605 Closing working capital deficit receivable (30,112 ) Total consideration 794,888 At January 31, 2020, it was determined that the goodwill amounts for Megawood were impaired and should be written off. The Company has written off $689,328 of goodwill in relation to Megawood for the year ended January 31, 2020 (Note 14). |
ACQUISITION OF ECO FIRMA FARMS
ACQUISITION OF ECO FIRMA FARMS | 12 Months Ended |
Jan. 31, 2020 | |
ECO FIRMA FARMS | |
Disclosure of detailed information about business combination [line items] | |
ACQUISITIONS | 7. ACQUISITION OF ECO FIRMA FARMS On June 13, 2018, the Company acquired all membership units of EFF, a licensed recreational cannabis cultivation operation located outside of Portland, Oregon for total consideration of $7,849,684 comprised of assumed liabilities of $3,944,049, a convertible promissory note for $2,000,000 and a share payment note for $1,905,635. Business Combinations acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values of the net assets acquired is recorded as goodwill. The purchase price and the allocation of the purchase price is as follows: - $ - Cash 65,572 Receivables 122,840 Inventory 723,170 Biological assets 184,617 Other assets 70,120 Property and equipment 1,736,628 Right-of-use asset 3,689,418 Lease liability (3,689,418 ) Cultivation license 120,000 Goodwill 5,160,741 Accounts payable and accrued liabilities (334,004 ) Total assets and liabilites acquired 7,849,684 Liabilities assumed 3,944,049 Convertible promissory note 2,000,000 Share payment note 1,905,635 Total consideration 7,849,684 On June 13, 2018, in conjunction with the acquisition of EFF, the Company issued a share payment note in the amount of $1,905,635 without interest, by the allotment and issuance of 2,142,000 common shares of C21, any time after October 15, 2018. The Company recognized the share payment note within equity. On June 13, 2018, in conjunction with the acquisition of EFF, the Company issued a convertible promissory note for $2,000,000 maturing June 13, 2021. The value of the financial and derivative liability component was determined at the date of issuance in the amounts of $1,606,990 and $393,010 respectively (Note 21). Subsequent to the year ending January 31, 2019, one of the vendors that sold EFF, converted their portion of the convertible note to 977,479 common shares. An earn-out amount was contemplated in the purchase agreement and amendment to the purchase agreement, in which the Company agreed to deliver to the vendors one common share of C21, at a deemed issue price of $1.00 per share if the EBITDA earned by the Company if upon satisfying the agreed upon amounts ("Earn Out") and average wholesale flower prices were in excess of $1,400 per pound. Management has determined that the Earn Out has $nil value. At January 31, 2019, it was determined that the goodwill amounts for EFF were impaired and should be written off. The Company has written off $5,160,741 of goodwill in relation to EFF for the year ended January 31, 2019 (Note 14). |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Jan. 31, 2020 | |
RESTRICTED CASH [abstract] | |
RESTRICTED CASH | 8. RESTRICED CASH The Company has cash on deposit with the Alberta Energy Regulator ("AER") under the AER's Liability Management programs to cover potential liabilities relating to its wells. The required security deposit with the AER is determined based on a monthly licensee management rating assessment. |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Jan. 31, 2020 | |
RECEIVABLES [abstract] | |
RECEIVABLES | 9. RECEIVABLES as at January 31 2020 2019 2018 Taxes receivable 22,014 $ 65,476 $ 12,138 Trade receivable 423,083 69,692 — Allowance for doubtful accounts (1,975 ) (55,215 ) — 443,122 $ 79,953 $ 12,138 All of the Company's trade and other receivables have been reviewed for indicators of impairment. Accounts receivable more than 90 days past due totaled $40,911 at January 31, 2020 (January 31, 2019 - $6,000). |
BIOLOGICAL ASSETS
BIOLOGICAL ASSETS | 12 Months Ended |
Jan. 31, 2020 | |
BIOLOGICAL ASSETS [abstract] | |
BIOLOGICAL ASSETS | 10. BIOLOGICAL ASSETS The Company's biological assets consist of cannabis plants. The continuity for biological assets for the year ended January 31, 2020, was as follows: Balance, January 31, 2018 & 2017 $ — Acquired biological assets 2,298,534 Fair value adjustment on biological assets (278,920 ) Increase in biological assets due to capitalized costs 1,751,906 Transferred to inventory upon harvest (1,900,980 ) Balance, January 31, 2019 $ 1,870,540 Acquired biological assets 75,499 Fair value adjustment on biological assets 1,243,340 Increase in biological assetsdue to capitalized costs 7,615,455 Transferred to inventory upon harvest (9,396,563 ) Balance January 31, 2020 $ 1,408,271 Biological assets are valued in accordance with IAS 41 - Agriculture ("IAS 41") and are presented at their fair values less costs to sell up to the point of harvest. The Company's biological assets are primarily cannabis plants, and because there is no actively traded commodity market for plants or dried product, the valuation of these biological assets is obtained using valuation techniques where the inputs are based upon unobservable market data (Level 3). The valuation of biological assets is based on a market approach where fair value at the point of harvest is estimated based on selling prices less the costs to sell at harvest. For in process biological assets, the fair value at point of harvest is adjusted based on the stage of growth. As at January 31, 2020, on average, the biological assets were 54% complete as to the next expected harvest date. The significant unobservable inputs and their range of values are noted in the table below: Effect on Fair Value as of January 31: Significant Inputs and Assumptions Range of Inputs Sensitivity 2020 2019 Selling Price Per $1.99 to $5.29 Increase 5% $ 71,297 12,001 Gram Decrease 5% $ (71,658 ) (9,200 ) Estimated Yield Per 45.36 to 1,696.43 grams Increase 5% $ 70,423 91,756 Cannabis Plant Decrease 5% $ (70,423 ) (91,756 ) During the year ended January 31, 2020, the Company's biological assets produced 4,642,080 grams (2019 - 1,184,756 ). |
INVENTORY
INVENTORY | 12 Months Ended |
Jan. 31, 2020 | |
INVENTORY [abstract] | |
INVENTORY | 11. INVENTORY Inventories consist of: as at January 31, 2020 2019 2018 Finished goods $ 3,878,754 $ $ — Work in progress 2,313,089 4,575,595 — $ 6,191,843 $ 6,859,034 $ — Inventories expensed to cost of sales during the year ended January 31, 2020 was $25,625,734 (2019 - $2,681,864). Included in inventory expensed to cost of sales during the year ended January 31, 2020 were fair value adjustments recognised which increased cost of sales by $4,000,000 (2019 - $Nil). This one-time non-cash charge is related to the fair value of inventory acquired in the Silver State acquisition which closed January 1, 2019. This inventory was fully sold during the first six months of the year ended January 31, 2020 In addition, at At January 31, 2020, inventories included fair value adjustments of biological assets $1,383,411 (2019 - $278,920). |
NOTES RECEIVABLE AND DEPOSITS
NOTES RECEIVABLE AND DEPOSITS | 12 Months Ended |
Jan. 31, 2020 | |
NOTES RECEIVABLE AND DEPOSITS [abstract] | |
NOTES RECEIVABLE AND DEPOSITS | 12. NOTES RECEIVABLE AND DEPOSITS Note receivable and deposits consist of: as at January 31, 2020 2019 2018 Promissory notes receivable $ — $ 5,345,000 $ — Deposit on acquisition — 900,000 — Accrued interest receivable — 216,897 — Additional advances — 14,618 — $ — $ 6,476,515 $ — Notes receivable During the year ended January 31, 2019, the Company entered into agreements for the following notes receivable from private companies in the cannabis industry: a) the Company loaned a total of $3,845,000 to Swell Companies Ltd. ("Swell") by way of promissory notes. Subsequent to January 31, 2019, a further $1,055,000 was advanced to Swell on a $5,400,000 promissory note, which replaced all previous promissory notes. The note accrues interest at 0.833% monthly and is secured over all of the entity's fixed and floating assets. The principal amount of up to $5,400,000 plus any accrued and unpaid interest is due on or before May 30, 2019. Accrued interest on this note is $190,264 at January 31, 2019. b) the Company loaned a total of $1,500,000 to Phantom Venture Group, LLC. ("Phantom") by way of promissory note. The note accrues interest at 0.333% monthly and is secured over all of the entity's fixed and floating assets, the principal amount plus any accrued and unpaid interest is due on or before March 31, 2019. (Note 31). Accrued interest on this note is $26,633 at January 31, 2019. An additional $14,618 was advanced to Phantom pre-acquisition for ongoing operational costs during the year ended January 31, 2019. During the year ended January 31, 2020, the Company completed transactions to acquire Swell (Note 4) and Phantom (Note 3) and applied these loans to the purchase price. Deposits on acquisitions Pursuant to a definitive agreement for the acquisition of Phantom, the Company made an advance deposit of $900,000 to be applied to the purchase consideration. The advance was made by the issuance of a promissory note that accrues interest at 0.333% monthly and is secured over all of the entity's fixed and floating assets. During the year ended January 31, 2020 the Company completed the transaction to acquire Phantom (Note 3) and applied this loan to the purchase price. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jan. 31, 2020 | |
PROPERTY AND EQUIPMENT [abstract] | |
PROPERTY AND EQUIPMENT | 13. Land and building Leasehold improvements Furniture & fixtures Computer equipment Machinery & equipment Total Cost Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Assets from acquisition — 1,352,393 416,609 66,358 511,769 2,347,129 Additions — 107,402 62,255 30,427 7,995 208,079 Disposals — — — — (90,100 ) (90,100 ) Balance, January 31, 2019 $ — $ 1,459,795 $ 478,864 $ 96,785 $ 429,664 $ 2,465,108 Assets from acquisition — 522,279 50,388 25,846 646,507 1,245,020 Additions 4,675,389 97,956 12,350 — 560,328 5,346,023 Impairment (3,305,176 ) (709,064 ) (125,282 ) — — (4,139,522 ) Balance, January 31, 2020 $ 1,370,213 $ 1,370,966 $ 416,320 $ 122,631 $ 1,636,499 $ 4,916,629 Accumulated Depreciation Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Depreciation expense — (301,583 ) (65,074 ) (7,619 ) (8,822 ) (383,098 ) Balance, January 31, 2019 $ — $ (301,583 ) $ (65,074 ) $ (7,619 ) $ (8,822 ) $ (383,098 ) Depreciation expense (128,225 ) (214,331 ) (88,667 ) (52,324 ) (215,853 ) $ (699,400 ) Balance, January 31, 2020 $ (128,225 ) $ (515,914 ) $ (153,741 ) $ (59,943 ) $ (224,675 ) $ (1,082,498 ) Carrying amount, Jan. 31, 2019 $ — $ 1,158,212 $ 413,790 $ 89,166 $ 420,842 $ 2,082,010 Carrying amount, Jan. 31, 2020 $ 1,241,988 $ 855,052 $ 262,579 $ 62,688 $ 1,411,824 $ 3,834,131 Total depreciation expense for the year ended January 31, 2020 is $699,400 (2019 - $383,098) (2018-Nil). Of the total expense, $479,662 was allocated to inventory during the year ended January 31, 2020 (2019 - $354,560) (2018-Nil). Impairment of real estate assets in Canby, Oregon has been identified by way of an appraisal obtained in October 2019. The Company is evaluating this asset as part of its restructuring and integration of the Oregon assets. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Jan. 31, 2020 | |
INTANGIBLE ASSETS AND GOODWILL [abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 14. INTANGIBLE ASSETS AND GOODWILL Licenses Branding Customer relationships Start up costs Total Cost Balance,January 31, 2018 and 2017 $ — $ — $ — $ — $ — Additions from acquisitions 12,060,274 — 1,540,447 7,783 13,608,504 Balance,January 31, 2019 $ 12,060,274 $ — $ 1,540,447 $ 7,783 $ 13,608,504 Additions from acquisitions 1,071,750 1,331,804 1,174,468 — 3,578,022 Impairment of intangibles (428,626 ) (391,759 ) (715,875 ) — (1,536,260 ) Balance,January 31, 2020 $ 12,703,398 $ 940,045 $ 1,999,040 $ 7,783 $ 15,650,266 Accumulated Amortization Balance,January 31, 2018 and 2017 $ — $ — $ — $ — $ — Amortization expense (214,171 ) — (25,674 ) (79 ) (239,924 ) Balance,January 31, 2019 (214,171 ) — (25,674 ) (79 ) (239,924 ) Amortization expense (2,228,051 ) (33,295 ) (443,641 ) (729 ) (2,705,716 ) Balance,January 31, 2020 $ (2,442,222 ) $ (33,295 ) $ (469,315 ) $ (808 ) $ (2,945,640 ) Carrying amount, January 31, 2019 $ 11,846,103 $ — $ 1,514,773 $ 7,704 $ 13,368,580 Carrying amount, January 31, 2020 $ 10,261,176 $ 906,750 $ 1,529,725 $ 6,975 $ 12,704,626 Total amortization expense from intangible assets for the year ended January 31, 2020 is $2,705,716 (2019 - $239,924) (2018- Nil The continuity of the Goodwill for the years ended January 31, 2020, 2019 and 2018 is as follows: Eco Firma Phantom Silver State Megawood Swell Farms, LLC Farms Companies Enterprises Companies Total Oregon Oregon Nevada Oregon Oregon Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Additions from acquisitions 5,160,741 — 28,541,323 689,328 — 34,391,392 Impairment of Goodwill (5,160,741 ) — — — — (5,160,741 ) Balance, January 31, 2019 — — 28,541,323 689,328 29,230,651 Additions from acquisitions — 8,009,248 — — 13,676,649 21,685,897 Impairment of Goodwill — (8,009,248 ) — (689,328 ) (13,676,649 ) (22,375,225 ) Balance, January 31, 2020 $ — $ — $ 28,541,323 $ — $ — $ 28,541,323 As a result of capitalized goodwill the Company tested each of the cash-generating units ("CGUs") for impairment at year end. At January 31, 2020, the estimated recoverable amount of the Oregon geographic CGU was lower than the segment's carrying value. The Company recognized an impairment loss for the Oregon CGU totaling $22,375,225 of goodwill, and $1,536,260 of intangibles; this loss has been treated as Impairment of goodwill and intangible assets on the Consolidated Statement of Loss and Comprehensive Loss. At January 31, 2019, the estimated recoverable amount of the Oregon geographic CGU was lower than the segment's carrying value. The Company recognized an impairment loss on goodwill for the Oregon CGU totaling $5,160,741; this loss has been treated as Impairment of goodwill and intangible assets on the Consolidated Statement of Loss and Comprehensive Loss. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Jan. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES as at January 31, 2020 2019 2018 Accounts payable $ 1,136,955 $ 1,398,196 $ 85,014 Accrued liabilities 1,449,286 3,297,310 44,796 Interest payable 902,033 285,610 22,358 $ 3,488,274 $ 4,981,116 $ 152,168 |
LEASE LIABILITIES and right-of-
LEASE LIABILITIES and right-of-use assets | 12 Months Ended |
Jan. 31, 2020 | |
LEASE LIABILITIES and right-of-use assets [abstract] | |
LEASE LIABILITIES and right-of-use assets | 16. LEASE LIABILITIES and right-of-use assets Under IFRS 16 - Leases The Company has identified ten contracts executed by the Company and its wholly owned subsidiaries that are leases as defined under IFRS 16. In analyzing the identified agreements, the Company applied the lessee accounting model pursuant to IFRS 16 and considered all of the facts and circumstances surrounding the inception of the contract (but not future events that are not likely to occur). Lease liabilities were calculated with discount rates ranging from 10-20%. Based on all the facts and circumstances at the inception of the contract, the Company has determined that all identified agreements contain a lease as defined by IFRS 16, including: Entity Name/Lessee Asset Contains a lease? Useful life (years) C21 Investments Inc. Office Suite Yes 5 Swell Companies, LTD Land/Building Yes 5 Silver State Cultivation LLC Land/Building Yes 5 Silver State Relief LLC (Sparks) Land/Building Yes 5 Silver State Relief LLC (Fernley) Land/Building Yes 5 Megawood Enterprises Inc. Land/Building Yes 5 Phantom Distribution, LLC Land/Building Yes 5 63353 Bend, LLC Land/Building Yes 5 20727-4 Bend, LLC Land/Building Yes 5 4964 BFH, LLC Land/Building Yes 5 The financial statement effects concerning lease liabilities are as follows Maturity Analysis - contractual undiscounted cash flows Less than one year $ 1,701,024 One to five years 4,903,437 Total undiscounted lease liabilities at January 31, 2020 $ 6,604,464 Lease liabilities included in the statement of financial position Current 1,131,149 Non-current 3,870,213 Balance, January 31, 2020 $ 5,001,362 Amounts recognized in profit or loss Interest on lease liabilities $ 566,820 Total cash outflow for leases $ 1,758,391 The financial statement effects concerning right-of-use assets are as follows: Cost Balance,January 31, 2018 and 2017 — Right-of-use additions 7,861,107 Balance,January 31, 2019 $ 7,861,107 Right-of-use additions 3,386,237 Adjustment (927,300 ) Disposal (4,197,087 ) Balance, January 31, 2020 $ 6,122,957 Accumulated Amortization Balance,January 31, 2018 $ — Amortization expense (116,496 ) Balance,January 31, 2019 $ (116,496 ) Disposal 230,685 Amortization expense (1,576,459 ) Balance,January 31, 2020 $ (1,462,270 ) Carrying Amount, January 31, 2019 $ 7,744,611 Carrying Amount, January 31, 2020 $ 4,660,687 *During the year ended January 31, 2020, the Company entered into amending lease agreements on six leases resulting in adjustments to ROU assets and lease liabilities of $927,300. The capitalisation rate was lowered on all six leases. **During the year ended January 31, 2020, the Company derecognized ROU assets and lease liabiltiies of $3,800,000 on acquisition of land and building that was subject to lease. The Company terminated another $397,087 in leases during the same year resulting in decreases in lease liabilities and ROU assets. Accumulated amortization in these lease disposals of $230,685 was adjusted on disposal. |
Long term debt
Long term debt | 12 Months Ended |
Jan. 31, 2020 | |
Borrowings Abstract | |
Long term debt | 17. Mortgage on Equipment and building Vehicle loans Total Balance, January 31, 2019, 2018 and 2017 $ — $ — $ — Assumed in PP&E acquisitions 513,294 186,463 699,757 Payments (16,910 ) (62,511 ) (79,421 ) Balance, January 31, 2020 $ 496,384 $ 123,952 $ 620,336 Current portion $ 23,707 $ 102,412 $ 126,119 Long-term portion $ 472,677 $ 21,540 $ 494,217 |
CONVERTIBLE DEBENTURES AND PROM
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES | 12 Months Ended |
Jan. 31, 2020 | |
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES [abstract] | |
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES | 18. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES Convertible notes (or debentures) are compound financial instruments that are accounted for based on their components of financial liability and equity. The financial liability component represents the Company’s future obligation to pay coupon interest and principal. The liability component is initially measured at its net present value and subsequently measured at its amortized cost. After the net present value of the financial liability is determined, any residual amount is reported as an equity instrument at the convertible debentures’ issuance date. Transaction costs related to the issuance of convertible notes are apportioned to their respective financial liability and equity components in proportion to the allocation of proceeds as a reduction to the carrying amount of each component. When valuing the financial liability component of the convertible notes, the Company used specific interest rates assuming no conversion features existed. The resulting liability component is accreted to its face value over the convertible note’s term until its maturity date. The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars: Convertible debentures March 26, 2018 December 31, 2018 January 30, 2019 Total issuance issuance issuance Balance, January 31, 2018 and 2017 $ — $ — $ — $ — Issued 25,996,000 3,711,179 7,447,350 37,154,529 Equity portion (2,958,335 ) — — (2,958,335 ) Conversion (22,521,663 ) — — (22,521,663 ) Transaction costs (938,271 ) (550,709 ) (469,497 ) (1,958,477 ) Interest paid (452,956 ) (31,807 ) — (484,763 ) Accretion expense 875,225 53,137 — 928,362 Balance, January 31, 2019 — 3,181,800 6,977,853 10,159,653 New issuances — 265,146 388,486 653,632 Conversions — (1,546,384 ) (2,993,607 ) (4,539,991 ) Foreign exchange gain — 8,318 67,403 75,721 Interest — 322,348 559,398 881,746 Accretion expense — 186,664 170,385 357,049 Interest paid-cash — (268,503 ) (452,052 ) (720,555 ) Balance, January 31, 2020 $ — $ 2,149,389 $ 4,717,866 $ 6,867,255 Current portion $ — $ 2,149,389 $ 4,717,866 $ 6,867,255 Long-term portion $ — $ — $ — $ — The following transactions occurred during the year ending January 31, 2019: (a) On March 26, 2018, the Company completed a non-brokered convertible debenture private placement in the total principal amount of C$33,500,000, in which the Company paid C$1,209,112 in transaction costs. Each convertible debenture accrues interest at a rate of 8% per annum, compounded annually, and is fully due and payable on March 26, 2020. The calculation of the debt considered a discount rate of 15%. The convertible debentures are convertible into common shares at a conversion price of C$1.00 per conversion share, which are subject to the Company being fully listed for trading on the CSE. Upon the Company receiving final approval to list its common shares on the CSE, the convertible debentures will be forced to convert into a total of 33,500,000 common shares of the Company. In connection with the private placement, the Company issued non-transferable share purchase warrants for the purchase of up to 765,795 common shares of the Company. The Warrants are exercisable at C$1.00 per share commencing on the date of listing of the Company on the CSE and will expire on March 25, 2019. On June 18, 2018, the Company listed on the CSE and forced conversion of the convertible debentures in the total principal amount of C$33,500,000 to 33,500,000 common shares and issued 3,350,000 common shares as a loan bonus. (b) On December 31, 2018, the Company completed the first tranche of a brokered convertible debenture private placement of units for total gross proceeds of C$5,063,000, for which the Company paid C$664,001 in transaction costs. Each unit consists of one C$1,000 principal amount 10% unsecured convertible debenture and one-half of one debenture purchase warrant. The calculation of the debt considered a discount rate of 10%. Each whole warrant entitles the holder to purchase, for a period of 24 months from the date of issue, one additional C$1,000 principal amount 10% unsecured convertible debenture at an exercise price of C$1,000 per warrant debenture. The calculation of the debt considered a discount rate of 10%. The debentures are convertible to the Company’s common shares at a price of C$0.80 per common share. The warrant debentures are convertible into the Company’s common shares at a price of C$0.90 per common share. The debentures and warrant debentures mature two years from the date of issue. Each of the debentures and warrant debentures, as applicable, accrues interest at a rate of 10% per annum, compounded annually, and is fully due and payable on December 31, 2020. (c) On January 30, 2019, the Company completed the second and final tranche of a brokered convertible debenture private placement of units for total gross proceeds of C$9,825,000, for which the Company paid C$619,389 in transaction costs. Each unit consists of one C$1,000 principal amount 10% unsecured convertible debenture and one-half of one debenture purchase warrant. Each whole warrant entitles the holder to purchase, for a period of 24 months from the date of issue, one additional C$1,000 principal amount 10% unsecured convertible debenture at an exercise price of C$1,000 per warrant debenture. The calculation of the debt considered a discount rate of 10%. The debentures are convertible to the Company’s common shares at a price of C$0.80 per common share. The warrant debentures are convertible into the Company’s common shares at a price of C$0.90 per common share. The debentures and warrant debentures mature two years from the date of issue. Each of the debentures and warrant debentures, as applicable, accrues interest at a rate of 10% per annum, compounded annually, and is fully due and payable on January 30, 2021. The following transactions occurred during the year ending January 31, 2020: (d) During the year, 359 warrants (2019- (e) During the year, 526 warrants (2019-Nil) were exercised in connection with the convertible debentures issued on January 30, 2019, resulting in gross proceeds of C$526,000 and of those, 487 warrants debentures (2019 - Nil) were converted into common shares of the Company. At January 31, 2020, 4,664 warrant were available to be exercised (2019-5,190). The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars: Convertible promissory notes June 13, 2018 January 23, 2019 May 24, 2019 Total issuance issuance issuance Balance, January 31, 2018 and 2017 $ — $ — $ — $ — Issued 2,000,000 175,000 — 2,175,000 Derivative liabilities (393,010 ) — — (393,010 ) Accretion expense 63,840 — — 63,840 Balance, January 31, 2019 1,670,830 175,000 — 1,845,830 Issued — — 1,000,000 1,000,000 Conversion (660,647 ) — — (660,647 ) Interest 48,600 — 69,041 117,641 Accretion expense 77,282 — — 77,282 Balance, January 31, 2020 $ 1,136,065 $ 175,000 $ 1,069,041 $ 2,380,106 Current portion $ — $ 175,000 $ 1,069,041 $ 1,244,041 Long-term portion $ 1,136,065 $ — $ — $ 1,136,065 On June 13, 2018, the Company issued a convertible promissory note to the vendor that sold Eco Firma Farms, LLC to the Company in the principal amount of $2,000,000. The convertible note is convertible at a conversion price of $1.00 per share and $0.825 per conversion share dependent upon the vendor. The convertible note accrues interest at a rate of 4% per annum, compounded annually, and is fully due and payable on June 13, 2021, and subsequent to year ending January 31, 2019, one vendor converted their portion of the convertible note to 977,479 common shares. On issuance, the Company determined the conversion feature was a derivative liability (Note 16). On January 23, 2019, the Company issued a convertible promissory note to the vendor that sold Megawood Enterprises, Inc. to the Company in the principal amount of $175,000. The convertible note is convertible into 35,000 common shares of the Company at a conversion price of C$5.00 per conversion share and may be converted at any time between October 24, 2019 and January 24, 2020. On issuance, the Company determined the conversion feature was a derivative liability (Note 16). On May 24, 2019, the Company issued a two year unsecured convertible promissory note to a debtor of Swell Companies in the principal amount of $1,000,000. The convertible note accrues interest at 10% per annum compounded annually and payable at maturity. The note is convertible into common shares of the Company at a conversion price of US$1.56 per share and may be converted at the maturity date.. The following is a continuity of the Company's promissory notes denominated in U.S. dollars: Promissory notes payable January 1, 2019 February 4, 2019 Total issuance (c) issuance Balance, January 31, 2018 and 2017 $ — $ — $ — Issued 30,000,000 — 30,000,000 payments — — — Balance, January 31, 2019 30,000,000 — 30,000,000 Issued — 290,000 290,000 Payments (8,800,000 ) (290,000 ) (9,090,000 ) Balance, January 31, 2020 $ 21,200,000 $ — $ 21,200,000 Current portion $ 21,200,000 $ — $ 21,200,000 Long-term portion $ — $ — $ — On January 1, 2019, the Company issued a promissory note to the vendor that sold Silver State to the Company (Sonny Newman) in the principal amount of $30,000,000. The note is payable in the following principal installments: $3,000,000 on April 1, 2019, $6,000,000 on each of July 1, 2019, October 1, 2019, January 1, 2020, and April 1, 2020, and $3,000,000 on July 1, 2020. The note accrues interest at a rate of 10% per annum. The Note is secured by the all of the outstanding membership interests, and a security interest in all of the assets, of Silver State. On July 1, 2019 the terms of the promissory note payable for the acquisition of Silver State were amended to call for immediate payment of $2,000,000 plus accrued interest on July 1, 2019 followed by payments of $800,000 plus accrued interest on the first of each of August, September, October, November, and December 2019. Effective November 21, 2019 and June 25, 2020, Sonny Newman and the Company agreed to further amend the terms of the secured promissory note due to Mr. Newman. The December 1, 2019 principal payment of $800,000 was cancelled and the monthly principal payments thereafter were reduced to $600,000 per month. Further, the annual interest rate on the note was reduced from 10% to 9.5%. The remaining balance on the note is due and payable on January 1, 2021. This modification resulted in a gain of $nil. For the year ended January 31, 2020, interest expense was $2,511,770 (2019-$246,575) and interest paid was $2,391,562 (2019-$nil). |
RECLAMATION OBLIGATION
RECLAMATION OBLIGATION | 12 Months Ended |
Jan. 31, 2020 | |
RECLAMATION OBLIGATION [abstract] | |
RECLAMATION OBLIGATION | 19. RECLAMATION OBLIGATION The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state. |
SHARE CAPITAL AND RESERVES
SHARE CAPITAL AND RESERVES | 12 Months Ended |
Jan. 31, 2020 | |
SHARE CAPITAL AND RESERVES [abstract] | |
SHARE CAPITAL AND RESERVES | 20. SHARE CAPITAL AND RESERVES Share capital consists of one class of fully paid common shares, with no par value. The Company is authorized to issue an unlimited number of common shares. All shares are equally eligible to receive dividends and repayment of capital and represent one vote at the Company’s shareholders’ meetings. The following table reflects the continuity of share capital from January 31, 2017 to January 31, 2020: Number of Shares Amount Balance, January 31, 2017 1,979,695 $ 12,820,278 Shares issued - conversion of debentures (i) 3,640,000 669,140 Shares issued - to settle aged payables(ii) 360,000 65,192 Balance, January 31, 2018 5,979,695 $ 13,554,610 Shares issued - conversion of debentures (iii) 36,850,000 25,479,998 Shares issued - to settle aged payables(iv) 50,000 83,941 Shares issued - private placement financing (v) 2,082,000 3,919,162 Shares issued - warrant exercises (vi) 2,750 2,953 Shares issued - option exercises (vii) 100,000 99,782 Shares issued - acquisition of Silver State (viii) 12,500,000 8,951,375 Shares issued - settle share payment note (ix) 940,810 832,162 Balance, January 31, 2019 58,505,255 52,923,983 Shares issued - acquisition of Phantom Farms (x) 2,670,000 2,507,138 Shares issued - conversion of promissory note (xi) 977,479 660,647 Shares issued - warrant exercises (xii) 915,545 1,018,748 Shares issued - option exercises (xiii) 80,000 77,980 Shares issued - acquisition of Swell (xiv) 8,281,905 4,927,178 Shares issued - acquisition of EFF building (xv) 3,983,886 4,136,646 Shares issued - partial settlement of EFF share payment note (xvi) 368,688 368,688 Shares issued - private placement (xvii) 5,589,493 4,895,379 Shares issued - conversion of debentures (xviii) 8,016,388 4,539,991 Share issue costs — (28,110 ) Balance, January 31, 2020 89,388,639 76,028,268 On May 12, 2017, the Company consolidated its issued and outstanding shares on a 10:1 basis. All shares, options, warrants, and per share amounts have been retroactively restated to reflect the share consolidation. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) During the year ended January 31, 2020, the Company issued 80,000 shares upon the exercise of stock options. (xiv) (xv) (xvi) (xvii) (xviii) Commitment to issue shares The Company issued a promissory note payable to deliver 2,142,000 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2020 shares issued pursuant to this commitment total 676,193 shares. The Company committed to issue 7,015,238 The Company committed to issue 424,688 Warrants On June 15, 2018, a total of 3,350,000 warrants were issued as compensation to employees, management, directors, and consultants, allowing them to purchase common shares exercisable, on or before June 14, 2019, at an exercise price of C$1.38 per share. The Company paid a total of C$1,162,045 cash in share issuance costs. The Company also issued 765,795 non-transferable share purchase warrants as finders' fees on the March 2018 debenture financing valued at $233,275. The warrants are exercisable at C$1.00 per share and will expire on March 25, 2019. The following summarizes the Company's warrant activity for the years ended January 31, 2020, 2019 and 2018: Warrants outstanding Warrants outstanding Weighted average exercise price - C$ - Weighted average remaining life (years) Balance January 31, 2018 and 2017 — — — Issued 5,156,795 2.05 Exercised (2,750 ) 1.00 Balance January 31, 2019 5,154,045 2.05 0.86 Issued - Phantom Farms(Note 3) 1,700,000 1.50 Issued - Swell Companies (Note4) 1,200,000 1.50 Issued - Private Placement (xvii) 2,794,748 1.83 Exercised (915,045 ) 1.06 Expired (4,239,000 ) 2.27 Balance, January 31, 2020 5,694,748 1.66 0.74 As at January 31, 2020, the following warrants were outstanding and exercisable: Exercise Price Number of Warrants Expiry Date - C$ - February 5, 2021 1.50 1,700,000 May 23, 2021 1.50 1,200,000 May 29, 2020 1.83 2,794,748 5,694,748 On May 28, 2020, the Company extended the expiry date of the C$1.83 warrants due to expire on May 29, 2020 to expire on May 29, 2021, all other terms remain the same. Stock options The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors. The Company adopted a Restricted Stock Unit plan (the "Plan") on July 17, 2018 but has not issued any units under the Plan. The Plan allows for up to 750,000 total units to be issued, adjustable upon approval by the compensation committee, but not to exceed 10% of common shares outstanding. On October 16, 2017, a total of 515,000 stock options were granted to purchase common shares, exercisable on or before October 15, 2020, at an exercise price of C$0.65 per share. Value at grant date the following assumptions: life of 3 years; volatility of 357%; risk free rate of 1.57%; dividend yield of 0%; and forfeiture rate of 0%. On June 26, 2018, a total of 1,940,000 stock options were granted to purchase common shares exercisable on or before June 25, 2021, at an exercise price of C$2.80 per share. Value at grant date determined with the following assumptions: expected life of 3 years; expected volatility of 111.61%; risk free rate return of 1.87%; dividend yield of 0%; and forfeiture rate of 0%. On June 28, 2018, a total of 100,000 stock options were granted to purchase common shares exercisable on or before June 27, 2021, at an exercise price of C$2.80 per share. Value at grant date determined with assumptions: life of 3 years; volatility of 111.61%; risk free interest rate of 1.91%; dividend yield rate of 0%; and forfeiture rate of 0%. On October 16, 2018, a total of 75,000 stock options were granted to purchase common shares, exercisable on or before October 15, 2020, at an exercise price of C$1.33 per share. Value at grant date determined with the following assumptions: life of 2 years, volatility of 111.61, risk free rate of return 1.91%, dividend yield of 0%, and forfeiture rate of 0%. On February 6, 2019, the Company granted incentive stock options to purchase an aggregate of 710,000 common shares of the Company at an exercise price of C$1.11 vesting over a 1-year period, expiring at close of business on February 5, 2022. Value at grant date determined with the following assumptions: life of 3 years, volatility of 100%, risk free rate of return 1.82%, dividend yield of 0%, and forfeiture rate of 0%. On October 10, 2019, the Company granted incentive stock options to purchase an aggregate of 1,020,000 common shares at exercise prices of C$1.00, C$1.11 and C$1.38 vesting over a 1-year period, expiring after 3 and 5 year periods. Value at grant date determined with the following assumptions: life of 3 or 5 years, volatility of 100%, risk free rate of return 1.48%, dividend yield of 0%, and forfeiture rate of 0%. On January 24, 2020, the Company granted incentive stock options to purchase an aggregate of 100,000 common shares at an exercise prices of C$0.80 vesting over a 1-year period, expiring at close of business January 24, 2023. Value at grant date determined with the following assumptions: life of 3 years, volatility of 100%, risk free rate of return 1.46%, dividend yield of 0%, and forfeiture rate of 0%. During the year ended January 31, 2020, 80,000 (2019 – 100,000) options were exercised for proceeds of $39,028 (2019 – $49,991). On exercise, the Company transferred $38,952 from reserves to share capital. Details of the Company’s stock options activity are as follows: Options outstanding and exercisable Options Weighted average Weighted average outstanding exercise price remaining life and exercisable - C$ - (years) Balance, January 31, 2017 — — Granted 515,000 0.65 Balance January 31, 2018 515,000 0.65 2.71 Granted 2,115,000 2.75 Exercised (100,000 ) 0.65 Expired/Cancelled (10,000 ) 0.65 Balance January 31, 2019 2,520,000 2.41 2.30 Granted 1,830,000 1.14 Exercised (80,000 ) 0.65 Expired/Cancelled (1,015,000 ) 2.28 Balance, January 31, 2020 3,255,000 1.78 2.18 As at January 31, 2020, the following stock options were outstanding and exercisable: Expiry Date Exercise Price - C$ - Jan 31, 2020 Outstanding Jan 31, 2020 Exerciseable October 15, 2020 0.65 325,000 325,000 June 25, 2021 2.80 1,350,000 1,350,000 February 5, 2022 1.11 460,000 230,000 October 9, 2022 1.38 520,000 260,000 October 9, 2024 1.00 500,000 250,000 January 24, 2023 0.80 100,000 50,000 3,255,000 2,465,000 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Jan. 31, 2020 | |
DERIVATIVE LIABILITY [abstract] | |
DERIVATIVE LIABILITY | 21. DERIVATIVE LIABILITY The following reflects the continuity of derivative liability for years ended January 31, 2020, 2019, and 2018: Balance, January 31, 2018 and 2017 $ — On acquisition - June 13, 2018 393,010 On acquisition - January 23, 2019 — Fair value adjustment on derivative liabilities (369,913 ) Balance, January 31, 2019 $ 23,097 On acquisition February 4, 2019 3,748,377 On acquisition May 24, 2019 4,707,370 Fair value adjustment on derivative liabilities (4,779,693 ) Balance, January 31, 2020 $ 3,699,151 Upon the February 4, 2019 acquisition of Phantom Farms the vendors can earn up to 4,500,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. The liability is derived using a Monte Carlo simulation Upon the May 24, 2019 acquisition of Swell Companies the vendors can earn up to 6,000,000 'earn out' shares over a period of seven years. The conditions are based on C21 common shares exceeding certain share prices during the period. The liability is derived using a Monte Carlo simulation Inputs into the calculation of fair value adjustment are as follows: January 31, May 24, February 4, January 31, June 13, 2020 2019 2019 2019 2018 Discount rate 1.36% 2.50% 2.19% 1.91% 1.91% Expected life in years 6.14 7.00 7.00 2.50 3.0 Expected stock volatility 100% 100% 100% 100% 112% Expected volatility of foreign exchange 5.29% 5.29% 5.84% 5.84% 6.66% |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Jan. 31, 2020 | |
SEGMENTED INFORMATION [abstract] | |
SEGMENTED INFORMATION | 22. SEGMENTED INFORMATION The Company defines its major geographic operating segments as Oregon and Nevada. Due to the jurisdictional cannabis compliance issues ever-present in the industry, each state operation is by nature operationally segmented. Key decision makers primarily review revenue, cost of sales expense, and gross margin as the primary indicators of segment performance. As the Company continues to expand via acquisition, the segmented information will expand based on management's agreed upon allocation of costs beyond gross margin. Segmented operational activity and balances are as follows: January 31, 2020 Oregon Nevada Corporate Consolidated Total revenue $ 5,503,872 $ 32,201,223 $ — $ 37,705,095 Gross profit (loss) (1,006,077 ) 14,328,778 — 13,322,701 Operating expenses: General and administration (1,143,995 ) (3,622,312 ) (4,718,825 ) (9,485,132 ) Sales, marketing, and promotion (377,549 ) (135,421 ) (607,959 ) (1,120,929 ) Depreciation and amortization (485,856 ) (2,882,023 ) (37,237 ) (3,405,116 ) Share based compensation — — (492,631 ) (492,631 ) Impairment of goodwill, assets (26,514,747 ) — — (26,514,747 ) Interest, accretion, and other (1,540,265 ) 7,979 387,173 (1,145,113 ) Net profit (loss) before taxes $ (31,068,489 ) $ 7,697,001 $ (5,469,479 ) $ (28,840,967 ) Assets $ 9,646,005 $ 21,149,800 $ 30,654,280 $ 61,450,085 Liabilities $ 3,079,174 $ 4,164,557 $ 40,626,799 $ 47,870,530 January 31, 2019 Oregon Nevada Corporate Consolidated Total revenue $ 500,376 $ 2,085,135 $ — $ 2,585,511 Gross profit (loss) (1,456,382 ) 1,638,949 — 182,567 Operating expenses (1,069,567 ) (734,635 ) (10,405,213 ) (12,209,415 ) Other losses (1,562,927 ) (34,821 ) (9,976,574 ) (11,574,322 ) Net profit (loss) $ (4,088,876 ) $ 869,493 $ (20,381,787 ) $ (23,601,170 ) Assets $ 6,578,366 $ 54,928,722 $ 15,925,938 $ 77,433,026 Liabilities $ 7,976,115 $ 36,369,603 $ 12,000,695 $ 56,346,413 |
Supplemental disclosure with re
Supplemental disclosure with respect to cash flows | 12 Months Ended |
Jan. 31, 2020 | |
Supplemental disclosure respect to cash flows [Abstract] | |
Supplemental disclosure with respect to cash flows | 23. Non-cash transactions during the year ended January 31, 2020 There were interest payments of $3,291,295 No income taxes were paid The Company issued 2,670,000 common shares valued at $2,507,138 for the acquisition of Phantom Farms The Company issued 1,266,667 common shares valued at $1,130,363 for the acquisition of Swell Companies The Company issued 7,015,238 common shares valued at $3,796,815 for the acquisition of Swell Companies The Company issued 3,983,886 common shares valued at $4,136,646 for the purchase of a building The Company issued 368,688 common shares valued at $368,688 to settle a portion of a share payment note The Company issued 8,016,388 common shares valued at $4,539,991 upon the The Company issued 977,479 common shares valued at $660,647 upon the conversion of a portion of a convertible promissory note. Transfer from reserves to share capital of $289,159 and $38,952 on exercise of warrants and options respectively Non-cash transactions during the year ended January 31, 2019 The Company issued 765,795 non-transferable share purchase warrants as finders' fees valued at $233,275. There were interest payments of $483,622. No income taxes paid were paid. The Company issued 50,000 common shares to settle debt of $83,941. The Company issued 12,500,000 common shares valued at $8,951,375 for the acquisition of Silver State. The Company issued 36,850,000 common shares valued at $25,479,998 upon the conversion of debentures. The Company issued 940,810 common shares valued at $832,162 to settle a portion of a share payment note. Non-cash transactions during the year ended January 31, 2018 The Company issued 360,000 common shares to settle debt of $65,192 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Jan. 31, 2020 | |
COMMITMENTS [abstract] | |
COMMITMENTS | 24. COMMITMENTS The Company and its subsidiaries are committed under lease agreements with third parties and related parties, for land, office space, and equipment in Nevada, Oregon and British Columbia, as well as consulting agreements. At January 31, 2020, the Company has the following future minimum payments: Third Parties Related Parties Total 2021 $ 285,908 $ 1,253,192 $ 1,539,100 2022 $ 227,321 $ 1,128,192 $ 1,355,513 2023 $ 232,961 $ 1,128,192 $ 1,361,153 2024 $ 224,513 $ 1,053,192 $ 1,277,705 Thereafter $ 522,473 — 522,473 $ 1,493,176 $ 4,562,768 $ 6,055,944 |
Consideration payable
Consideration payable | 12 Months Ended |
Jan. 31, 2020 | |
Consideration Payable [abstract] | |
Consideration payable | 25. Consideration payable The following table reflects the continuity of consideration payable from January 31, 2017 to January 31, 2020: Balance, January 31, 2018 and 2017 $ — Silver State acquisition - January 1, 2019 1,143,873 Megawood acquisition - January 23, 2019 231,395 Balance, January 31, 2019 $ 1,375,268 Swell Companies acquisition - May 25,2019 (Note 4) 846,256 Consideration paid-cash (1,375,268 ) Balance, January 31, 2020 $ 846,256 Current portion 846,256 Longterm portion — |
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT | 12 Months Ended |
Jan. 31, 2020 | |
FINANCIAL RISK MANAGEMENT [abstract] | |
FINANCIAL RISK MANAGEMENT | 26. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts, accounts receivable, and its notes receivable from acquisition targets. The Company's cash is deposited in bank accounts held with a major bank in Canada, a trust company in Canada, and two credit unions in Oregon and Colorado; and accordingly, there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. Carrying Contractual More than amount cash flows Under 1 year 1-3 years 3-5 years 5 years As at January 31, 2020 Trade and other payables $ 3,488,274 $ 3,488,274 $ 3,488,274 $ — $ — $ — Lease payments 5,001,360 6,604,460 1,701,024 3,166,875 1,736,561 — Convertible debt 9,247,361 9,247,361 8,111,296 1,136,065 — — Consideration payable 846,256 846,256 846,256 — — — Notes and other borrowings 21,694,217 21,694,217 21,326,184 68,854 58,456 366,845 Total $ 40,277,468 $ 41,880,568 $ 35,473,034 $ 4,371,794 $ 1,795,017 $ 366,845 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to any interest rate volatility as its long-term debt instruments and convertible notes are carried at a fixed interest rate throughout their term. Foreign currency risk The Company has administration in Canada and operations in the U.S. and is exposed to foreign exchange risk due to fluctuations in the U.S. dollar and Canadian dollar. Foreign exchange risk arises from financial assets and liabilities denominated in currency other than the U.S. dollar. A change of 1% in the CAD/USD exchange rate would impact loss and comprehensive loss by $32,000. Capital Management The Company's objectives when managing its capital are to ensure there are sufficient capital resources to continue operating as a going concern and maintain the Company's ability to ensure sufficient levels of funding to support its ongoing operations and development. The purpose of these objectives is to provide continued returns and benefits to the Company's shareholders. The Company's capital structure includes items classified in debt and shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business considering changes in economic conditions and the risk characteristics of the Company's underlying assets. As of January 31, 2020, the Company is not subject to externally imposed capital requirements, with the exception of restricted cash posted as a deposit (Note 8). Fair value Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - Inputs that are not based on observable market data. The Company's financial instruments include cash, restricted cash, receivables, notes receivable, accounts payable and accrued liabilities, promissory notes, consideration payable, convertible debentures, other debts, derivative liabilities and convertible notes with a fair value measured at Level 1 hierarchy for cash. Accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. Derivative liabilities are measured at Level 3 hierarchy. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSE | 12 Months Ended |
Jan. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSE [abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSE | 27. GENERAL AND ADMINISTRATIVE EXPENSE Year-to-date general and administration expenses were comprised of the following: General and Administrative 2020 2019 2018 Salaries and wages $ 5,454,028 $ 2,423,350 $ 4,649 Professional Fees and consulting $ 922,861 $ 926,511 $ 134,067 Accounting and legal $ 596,984 $ 747,607 $ — Travel and entertainment $ 430,301 $ 880,828 $ 135,526 Foreign exchange $ (34,883 ) $ 484,550 $ — License fees, taxes and insurance $ 1,009,642 $ 422,331 $ — Office Facilities and administrative $ 551,153 $ 185,630 $ 27,862 Shareholder Communications $ 7,237 $ 48,731 $ 20,754 Transfer agent and Filing Fees $ 91,645 $ 38,158 $ 17,717 Other $ 456,164 $ 168,895 $ — Total $ 9,485,132 $ 6,326,591 $ 340,575 |
TAXATION
TAXATION | 12 Months Ended |
Jan. 31, 2020 | |
Major components of tax expense (income) [abstract] | |
TAXATION | 28. TAXATION The reconciliation of income taxes at statutory rates with the reported taxes is as follows for the years ended January 31, 2020, 2019 and 2018: 2020 2019 2018 Loss for the year $ (28,840,967 ) $ (23,601,170 ) $ (599,471 ) Statutory Tax Rates 27% 27% 26% Expected income tax (recovery) (7,787,061 ) (6,372,316 ) (155,863 ) Change in statutory, foreign tax, foreign exchange rates and other 3,135,069 1,297,693 — Permanent differences 8,006,873 1,494,947 17,156 Share issue costs (7,590 ) (1,010,208 ) — Change in unrecognized deductible temporary differences 367,375 4,589,884 138,707 Total income tax expense $ 3,714,666 $ — $ — Current income tax expense for the year ended January 31, 2020 is entirely foreign in nature and represents current and deferred taxation arising from business operations in the United States. The significant components of the Company's deferred tax assets that have not been included on the consolidated statement of financial position are as follows at January 31, 2020, 2019 and 2018: 2020 2019 2018 Deferred tax assets(liabilities) Exploration and evaluation assets $ 254,000 $ 974,824 $ 974,824 Property and equipment 1,012,000 47,452 — Share issue costs 611,000 809,716 1,550 Biological assets 186,000 58,573 — Intangible assets 619,000 197,810 — Marketable securities 2,000 2,325 2,325 Asset retirement obligation 15,000 14,723 14,723 Allowable capital losses 36,000 93,018 56,568 Non-capital losses available for future period 3,918,000 5,241,525 375,052 $ 6,653,000 $ 7,439,966 $ 1,425,042 Unrecognized deferred tax assets (6,653,000 ) (7,439,966 ) (1,425,042 ) Net deferred tax assets $ — $ — $ — The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included in the consolidated statement of financial position are as follows at January 31, 2020, 2019 and 2018: 2020 Expiry Date Range 2019 2018 Temporary Differences Exploration and evaluation assets $ 942,000 No expiry date $ 3,611,809 $ 3,611,809 Property and equipment 4,819,000 No expiry date 225,963 — Share issue costs 2,262,000 2038 to 2041 2,998,633 5,424 Biological assets 886,000 No expiry date 278,920 — Intangible assets 2,949,000 No expiry date 941,954 — Marketable securities 15,000 No expiry date 15,498 15,498 Asset retirement obligation 54,000 No expiry date 54,243 54,243 Allowable capital losses 135,000 No expiry date 344,223 209,223 Non-capital losses available for future periods 14,511,000 Varies 19,751,990 1,389,396 Canada $ 14,511,000 2026 to 2039 $ 18,228,212 $ 1,389,396 USA $ — No expiry date $ 1,523,778 $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2020 | |
Related party transactions [abstract] | |
RELATED PARTY TRANSACTIONS | 29. During the period ended January 31, 2020, the Company entered in the related party transactions as described below. Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at the years ended January 31: 2020 2019 2018 Due to the President and CEO $ 21,713,910 $ 484 $ 2,901 Due to directors and officers of the Company 1,476 316,261 — Due to the CFO of the Company 64 1,888 — Due to former executives of EFF — 602,426 — Due to significant shareholder — 31,759,648 — $ 21,715,450 $ 32,680,707 $ 2,901 The Company had the following transactions with related parties during the years ended January 31: 2020 2019 2018 Consulting fees paid to a director $ 38,310 $ 98,583 $ — Amounts paid to CEO or companies controlled by CEO 13,039,739 — 4,881 Salary paid to directors and officers 1,131,201 1,113,900 245,380 Share Compensation including warrants and stock options for directors and officers 95,613 2,824,852 — Convertible debenture interest paid to directors and officers 27,230 41,504 — Rents Paid to Significant Shareholder — 93,000 — $ 14,332,093 $ 4,171,839 $ 250,261 On February 4, 2019, the Company acquired the Phantom Venture Group LLC and Phantom Brands, LLC of Oregon (together, "Phantom Farms"), a private company involved in the cannabis industry, of which, a Director of the Company is a principal owner, the Company paid $10,539,260 (Note 3). A second agreement signed contemporaneously involving the real estate of Phantom Farms was entered into the by the Company, this agreement was restructured as at February 12, 2020 with the payment by the Company of 7,132,041 common shares (Note 32). On February 6, 2019, a director was granted a total of 190,000 stock options to purchase common shares exercisable on or before February 5, 2022, at an exercise price of C$1.11 per share. In connection to these options, the Company recorded a share-based compensation expense of C$126,113. During the year ended January 31, 2019, the Company: (i) (ii) (iii) (iv) During the year ended January 31, 2018, the Company: (v) issuance of 36,000 common shares to the former CEO. (vi) issuance of 48,000 common shares to the former CFO. (vii) |
Transaction costs
Transaction costs | 12 Months Ended |
Jan. 31, 2020 | |
Transaction costs [abstract] | |
Transaction costs | 30. Transaction costs Transaction costs for the years ended January 31: 2020 2019 2018 Acquisition of subsidiaries $ 331,973 $ 2,154,102 $ — Financing commissions — 2,819,889 — $ 331,973 $ 4,973,991 $ — |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Jan. 31, 2020 | |
Contingencies [abstract] | |
CONTINGENCIES | 31. From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. Management is of the opinion that disposition of any current matter will not have a material adverse impact on the Company's financial position, results of operations, or the ability to carry on any of its business activities. Legal proceedings A complaint was filed in the Oregon State Circuit Court for Clackamas County, on April 29, 2019, by two current owners of Proudest Monkey Holdings, LLC (the former sole member of EFF) (the "Plaintiffs"), alleging contract, employment, and statutory claims with an amount in controversy of $1,837,500 against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, in addition to three directors, two officers, and one former employee. The Company and the other defendants wholly deny the allegations and claims made in the lawsuit and is defending and may counterclaim through the lawsuit. As a procedural update, the Company has filed an Oregon Rule of Civil Procedure (ORCP) 21 motion to dismiss all of the Plaintiffs' claims against it, its wholly-owned subsidiaries, and other defendants; the Rule 21 motions are pending before the court. Further, the Company's recent internal investigation, findings and self-reporting of actions and alleged malfeasance by the Plaintiffs at the EFF facility (discussed more fully below under Oregon Compliance) should serve to bolster the Company's defense and potential counterclaims in the litigation. Given that this legal proceeding is in a premature stage and the Company wholly denies the claims, no provision was recorded. On or about May 30, 2019, Wallace Hill filed a civil claim in the Supreme Court of British Columbia alleging breach of contract and entitlement to 1,800,000 common shares of the Company, fully vested by March 1, 2019, and damages due to the lost opportunity to sell those shares after such date for a profit. On June 23, 2019, the Company circulated a letter to Wallace Hill terminating the agreement and accepting Wallace Hill's repudiation of the agreement based on Wallace Hill's previously published defamatory comments and termination of the agreement. Also, on June 23, 2019, the Company filed its response to the civil claim denying all claims and filed counterclaims alleging breach of contract, a declaratory judgment of termination of the agreement, defamation and an injunction from further defamatory comments. The civil action is pending, and it is too early to predict its resolution. Earn out shares The Company has granted the opportunity for the vendors of certain acquisitions to earn shares of the Company if certain conditions are satisfied. The earn out shares available to the vendors of Eco Firma Farms are considered to have no value (Note 7). The earn out shares available to the vendors of both Swell Companies and Phantom Farms (Notes 3 and 4) are recorded as a derivative liability (Note 21). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2020 | |
SUBSEQUENT EVENTS [abstract] | |
SUBSEQUENT EVENTS | 32. SUBSEQUENT EVENTS As to the acquisition of Swell companies (Note 4), the payment of $850,000 to the Swell Vendors (included in Consideration payable) is due on January 1, 2021 and interest at 9.5% has been charged on the balance commencing Nov 15, 2019. On February 28, 2020 the Company restructured the final payment due in regard to the purchase of Megawood Enterprises Inc. (Note 18). The final payment was cash of $130,000 and the issuance of 95,849 common shares of the Company. On February 19, 2020, the Company completed the restructuring of the purchase of Phantom Farms and related companies ("Phantom Farms"), including SDP Development Group LLC ("SDP"). The restructuring terms of the purchase agreement regarding the real estate assets of SDP group resulted in the Company electing to purchase the real estate of the Phantom Farms outdoor grow (two parcels), and SDP receiving 7,132,041 shares of C21 (Note 3). On June 29, 2020 the Company announced that the Company and its CEO agreed to: Extend the Maturity date of the January 1, 2019 Promissory Note (Note 18) held by the CEO to January 1, 2021, on the existing terms and conditions Extend the term of the lease of the Fernley premises to July 1, 2023 on the existing terms and conditions including the option to purchase. Extend the CEO's employment for a term of three years |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Policies) | 12 Months Ended |
Jan. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION [abstract] | |
Basis of consolidation | Basis of consolidation These consolidated financial statements as at and for the year ended January 31, 2020, incorporate the accounts of the Company and its wholly-owned subsidiaries as defined in IFRS 10 - Consolidated Financial Statements The following are the Company's wholly owned subsidiaries that are included in these consolidated financial statements as at and for the period ended January 31, 2020: Country of Percentage Functional Name of Subsidiary Incorporation Ownership Currency Principal Activity 320204 US Holdings Corp. USA 100% USD Holding Company 320204 Oregon Holdings Corp. USA 100% USD Holding Company 320204 Nevada Holdings Corp. USA 100% USD Holding Company 320204 Re Holdings, LLC USA 100% USD Holding Company Eco Firma Farms LLC USA 100% USD Cannabis producer Silver State Cultivation LLC USA 100% USD Cannabis producer Silver State Relief LLC USA 100% USD Cannabis retailer Swell Companies LTD USA 100% USD Cannabis processor, distributor Megawood Enterprises Inc. USA 100% USD Cannabis retailer Phantom Venture Group, LLC USA 100% USD Holding Company Phantom Brands, LLC USA 100% USD Holding Company Phantom Distribution, LLC USA 100% USD Cannabis distributor 63353 Bend, LLC USA 100% USD Cannabis producer 20727-4 Bend, LLC USA 100% USD Cannabis processor 4964 BFH, LLC USA 100% USD Cannabis producer Workforce Concepts 21, Inc. USA 100% USD Payroll and benefits services |
Basis of preparation | Basis of preparation These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments and biological assets classified as fair value through profit or loss. The financial statements are presented in U.S. dollars unless otherwise noted. Amounts in comparative years may have been reclassified to conform with the current year's presentation. |
Statement of compliance | Statement of compliance These consolidated financial statements are prepared in accordance with International Financial reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee ("IFRIC"). |
Functional and presentation currency | Functional and presentation currency We have chosen to present these consolidated financial statements in U.S. dollars. The functional currency of the Company's subsidiaries is U.S. dollars. The parent company's functional currency is the Canadian dollar. All amounts presented are in U.S. dollars unless otherwise noted. |
Foreign currency translation | Foreign currency translation Foreign currency transactions are translated into U.S. dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date. All differences are recorded in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Assets and liabilities of foreign operations are translated into U.S. dollars at year-end exchange rates and any revenue and expenses are translated at the average exchange rate for the year. The resulting exchange differences are recognized in other comprehensive income (loss). |
Biological assets | Biological assets The Company's biological assets consist of cannabis plants. The Company capitalizes the direct and indirect costs incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest. The Company then measures the biological assets at fair value less costs to sell and complete up to the point of harvest, which becomes the basis for the cost of finished goods inventories after harvest. The effect of realized and unrealized gains or losses arising from changes in fair value less cost to sell during the year are included in the results of operations. |
Inventories | Inventories Raw materials, work in process, and finished goods inventories are valued at the lower of cost and net realizable value. Harvested raw material cannabis inventories are transferred from biological assets at their fair value less cost to sell at harvest, which becomes the initial deemed cost. Any subsequent post-harvest costs are capitalized to inventory insofar as cost is less than net realizable value. Inventories for resale, in addition to supplies and consumables, are valued at the lower of cost and net realizable value, with standard costing used to determine cost. Inventories are measured at the lower of cost and net realizable value. Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to complete and sell the goods. The cost of inventory includes expenditures incurred in acquiring raw materials, production and conversion costs, depreciation and other costs incurred in bringing inventory to its existing location and condition. The Company uses the standard costing method to track and cost inventory items. The Company maintains three categories of inventory: raw materials, work in process and finished goods. |
Property and equipment | Property and equipment Property and equipment are measured at cost less accumulated depreciation and losses on impairment. Depreciation of property and equipment begins when an asset is in the location and condition necessary to operate as management intended. Upon the sale or disposition of the asset, cost and accumulated depreciation are removed from property and equipment, with any resulting gain or loss recognized in the consolidated statement of loss and comprehensive loss. Depreciation is provided on the straight-line basis over the useful lives of the assets as follows: Buildings 45 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years Depreciation of property and equipment begins when an asset is in the location and condition necessary to operate as management intended. Upon the sale or disposition of the asset, cost and accumulated depreciation are removed from property and equipment, with any resulting gain or loss recognized in the consolidated statement of loss and comprehensive loss, as determined by comparing the proceeds from disposal with the carrying amount of the item. Each part of an item of property and equipment with a significant cost in relation to the total cost of the asset, are depreciated separately, except when the significant part has a similar useful life and depreciation method as another part of that same asset. Insignificant parts of the same asset are depreciated together in the remainder of the asset. During each financial year, the Company reviews the residual value, useful life and depreciation method for property and equipment, and makes any adjustment prospectively, if applicable. |
Intangible assets and goodwill | Intangible assets and goodwill Intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Amortization of intangible assets begins when the asset becomes available for use. Brands, licenses, and customer relationships are amortized over 10 years as of November 1, 2019, which reflect the useful lives of the intangible assets. Prior to that the amortization period was 5 years on licenses and customer relationships. This change in estimate was treated prospectively. At the end of each fiscal year, the Company reviews the intangible assets' estimated useful lives and amortization methods, with the effect of any changes in estimates accounted for on a prospective basis. Goodwill represents the excess of the purchase price paid for the acquisition of subsidiaries over the fair value of the net intangible and tangible assets acquired. Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. The Company has grouped the Goodwill and intangibles into cash generating units ("CGU"), specifically Oregon and Nevada. Goodwill has an indefinite useful life, is not subject to amortization and is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that they may be impaired. |
Convertible Instruments | Convertible Instruments Convertible notes are compound financial instruments which are accounted for separately by their components: a financial liability and an equity instrument. The financial liability, which represents the obligation to pay coupon interest on the convertible notes in the future, is initially measured at its fair value and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance. The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets include intangible assets and property and equipment, which are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that an impairment has occurred. In assessing impairment, the Company compares the carrying amount of the long-lived asset to the recoverable amount. The recoverable amount is the fair value of the asset less its value in use and cost of disposal. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount and is recorded as in profit or loss equal to the amount by which the carrying amount exceeds the recoverable amount. In a subsequent period, if an impairment loss reverses, the carrying amount of the long-lived asset is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been previously recognized. |
Leases | Leases The Company leases some items of property and equipment. Under IFRS 16 Leases Pursuant to IFRS 16 lessee accounting model, the right-of-use asset is initially measured at cost, which includes the initial amount of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method. The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date, discounted using the rate implicit in the lease or, if the implicit rate cannot be readily determined, the Company's incremental borrowing rate. The measurement of lease liabilities includes the following types of lease payments: 1) fixed payments, including in-substance fixed payments; 2) variable lease payments that depend on an index or rate, initially measured using the index or rate as of the commencement date; 3) amounts expected to be payable under any residual value guarantees; and 4) exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy, and penalties for early termination of a lease unless the Company is reasonably certain that it will not terminate the lease early. The lease liability is measured at amortized costs using the effective interest method. The lease liability is remeasured in the following circumstances: 1) if there is a change in the future lease payments resulting from a change in index or rate; 2) if there is a change in the Company's estimation of the amount expected to be payable under a residual value guarantee; and 3) if the Company changes its assessment of whether it will exercise an option to purchase, extend or terminate. The Company has elected not to recognize right-of-use assets and liabilities for short-term leases that have a term of 12 months or less and for low-value assets. |
Financial instruments | Financial instruments i. Financial assets On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) 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. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL, where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income/loss. The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Receivables and notes receivable are measured at amortized cost with subsequent impairments recognized in profit or loss. Cash and restricted cash are classified as FVTPL. ii. Impairment An 'expected credit loss' impairment model applies that requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account, and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. iii. Financial liabilities Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, promissory notes payable, consideration payable, convertible debentures, lease liabilities, other debt, and convertible promissory notes, are classified as amortized cost and carried on the consolidated statement of financial position at amortized cost. Derivative liabilities are carried at FVTPL. |
Share based compensation | Share based compensation The Company measures equity settled share based payments based on their fair value at their grant date and recognizes share based compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Consideration paid to the Company on the exercise of stock options is recorded as share capital and the related share based compensation is transferred from reserve to share capital. |
Income taxes | Income taxes Income tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity in other comprehensive income (loss). Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect to previous years. Current income taxes are determined using the applicable tax rates and tax laws. Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction that is not a business combination, and at the time of the transaction, affects neither accounting nor taxable profit or loss. Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassess its unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the recovery of the Company's deferred tax asset. |
Earnings (loss) per share | Earnings (loss) per share The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated using the weighted average number of shares outstanding during the respective years. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding adjusted for additional shares from the assumed exercise of stock options, restricted share units, or warrants, if dilutive. The number of additional shares is calculated by assuming the outstanding dilutive convertible instruments, options, and warrants are exercised and that the assumed proceeds are used to acquire common shares at the average market price during the year. Diluted loss per share figures for the years presented are equal to those of basic loss per share for the years since the effects of convertible instruments, stock options and warrants are anti-dilutive. |
Revenue recognition | Revenue recognition Revenue comprises the fair value of consideration received or receivable, for the sale of goods and services in the ordinary course of the Company's activities. Revenue is shown net of returns and discounts. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control over a good or service to a customer. For product sales of cannabis and cannabis derivative products, the Company transfers control and satisfies its performance obligation when collection has taken place, compliant documentation has been signed, and the product was accepted by the buyer. |
Business combinations | Business combinations Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The Company measures goodwill as the fair value of the consideration, less the net recognized amount of the identifiable assets and liabilities assumed, all measured at fair value as of the acquisition date. Any excess of the fair value of the net assets acquired over the consideration, is a gain on business acquisition and would be recognized as a gain in the consolidated statement of loss and comprehensive loss. |
Transaction costs | Transaction costs Transaction costs that are directly attributable to the acquisition of financial liabilities, other than those at FVTPL, are added to or deducted from the fair value of the financial liability on initial recognition, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately through profit and loss. Transaction costs associated with a business combination, (i.e., other than those associated with the issuance of debt or equity,) are expensed as incurred as a line item in the consolidated statement of loss and comprehensive loss. |
Reclamation obligation | Reclamation obligation The Company recognizes the fair value of a legal or constructive liability for a reclamation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a rehabilitation obligation due to the passage of time will be recognized within accretion expense. The amount will be recognized as an increase in the liability and an accretion expense in the consolidated statement of loss and comprehensive loss. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. |
Significant accounting judgments, estimates and assumptions | Significant accounting judgments, estimates and assumptions The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from those estimates and judgments Areas requiring a significant degree of estimation and judgment relate to the determination of business combinations, impairment of long-lived assets, biological assets and inventory, fair value measurements, useful lives, depreciation and amortization of property, equipment and intangible assets, the recoverability and measurement of deferred tax assets and liabilities, and share based compensation. i. Business combinations Judgment is used in determining whether the Company's acquisition is considered a business combination or an asset acquisition. Additionally, judgment is required to assess whether any amounts paid on the achievement of agreed upon milestones represents contingent consideration or compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration arising from an acquisition should be classified as a liability or equity. Contingent consideration classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement by the Company is accounted for within equity. Contingent consideration classified as a liability is remeasured at subsequent reporting dates in accordance with IAS 39 - Financial Instruments: Recognition and Measurement - Provisions, Contingent Liabilities and Contingent Assets. ii. Impairment of long-lived assets When there are indications that an asset may be impaired, the Company is required to estimate the asset's recoverable amount. The recoverable amount is the greater of value-in-use and fair value less costs of disposal. Determining the value-in-use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. As a result of this review, the Company's assessment of the goodwill associated with the Oregon CGU indicated an impairment in value. The goodwill and intangibles of the Oregon CGU has therefore been written down by $22,375,225 (goodwill) and $1,536,260 (intangibles) see Note 14. iii. Biological assets and inventories In calculating the value of the biological assets and inventory, management is required to make a number of estimates, including estimating the stage of growth of cannabis up to the point of harvest, harvesting costs, selling costs, sales price, wastage and expected yields for the cannabis plant. In calculating final inventory values, management is required to determine an estimate of spoiled or expired inventory and compare the inventory cost versus net realizable value. The Company's estimates are, by their nature, subject to change. Changes in the anticipated yield or quality will be reflected in future changes in the gain or loss on biological assets. Effective July 1, 2019 the Company has begun utilizing the Nevada Department of Taxation ("NDOT") determined wholesale fair market value for the period of future sales in order to calculate the expected selling price of its biological assets at its Nevada operations. Previously, the Company relied on observational inputs in the Nevada market, but the Company believes the NDOT observed values are more consistent and has observed peer issuers adopting the same valuation input. iv. Fair value measurements Certain assets and liabilities held by the Company are measured at fair value. In estimating fair value, the Company uses market-observable data to the extent that such data is available. In certain situations where Level 1 inputs are not available, the Company engages qualified, third-party valuators to perform the valuation. v. Estimated useful lives and depreciation and amortization of property, equipment and intangible assets The Company's depreciation and amortization of property, equipment and intangible assets are dependent on the estimation of the assets' useful lives, which requires management to exercise judgment. The Company's assessment of any impairment of assets is dependent on its estimation of recoverable amounts that consider various factors, including market and economic conditions and the assets' useful lives. vi. Income taxes Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted. The Company has not recorded any deferred tax assets for the years presented. vii. Share based compensation The Company uses the Black-Scholes option pricing model to measure share-based compensation. The Company's estimate of share based compensation is dependent on measurement inputs including the share price on measurement date, exercise price of the option, volatility, risk-free rate, expected dividends, and the expected life. |
New accounting standards adopted | New accounting standards adopted Effective February 1, 2019 the Company adopted IFRIC 23 - Uncertainty Over Income Tax Treatments, which clarifies how to apply the recognition and measurement requirements in IAS 12 - Income Taxes when there is uncertainty over income tax treatments. It has been adopted here with no impact. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION [abstract] | |
Schedule of wholly owned subsidiaries included in these consolidated financial statements | Country of Percentage Functional Name of Subsidiary Incorporation Ownership Currency Principal Activity 320204 US Holdings Corp. USA 100% USD Holding Company 320204 Oregon Holdings Corp. USA 100% USD Holding Company 320204 Nevada Holdings Corp. USA 100% USD Holding Company 320204 Re Holdings, LLC USA 100% USD Holding Company Eco Firma Farms LLC USA 100% USD Cannabis producer Silver State Cultivation LLC USA 100% USD Cannabis producer Silver State Relief LLC USA 100% USD Cannabis retailer Swell Companies LTD USA 100% USD Cannabis processor, distributor Megawood Enterprises Inc. USA 100% USD Cannabis retailer Phantom Venture Group, LLC USA 100% USD Holding Company Phantom Brands, LLC USA 100% USD Holding Company Phantom Distribution, LLC USA 100% USD Cannabis distributor 63353 Bend, LLC USA 100% USD Cannabis producer 20727-4 Bend, LLC USA 100% USD Cannabis processor 4964 BFH, LLC USA 100% USD Cannabis producer Workforce Concepts 21, Inc. USA 100% USD Payroll and benefits services |
Schedule of estimated useful life of property, plant and equipment | Buildings 45 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years |
Acquisition of Phantom Farms (T
Acquisition of Phantom Farms (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Phantom Farms | |
Disclosure of detailed information about business combination [line items] | |
Schedule of purchase price and the allocation of the purchase price | - $ - Cash 13,121 Receivables 166,346 Inventory 884,113 Biological assets 75,499 Other assets 52,234 Property and equipment 92,501 Right-of-use asset 2,251,451 Lease liability (2,251,451 ) Brand 622,308 Customer relationships 581,616 Licenses 156,750 Goodwill 8,009,248 Accounts payable and accrued liabilities (114,476 ) Total assets and liabilities acquired 10,539,260 Cash deposits on closing date 3,200,000 Common shares issued 2,507,138 Stock warrants issued** 793,745 Consideration payable * 3,748,377 Promissory note payable 290,000 Total consideration 10,539,260 *all of the consideration payable was recognized as derivative liability (Note 21) **value based on acquisition date share price of $1.23, exercise price of $1.50, expected life of 2 years, volatility of 102.6%, risk free rate of 2.50% |
Acquisition of Swell Companies
Acquisition of Swell Companies (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Swell Companies | |
Disclosure of detailed information about business combination [line items] | |
Schedule of purchase price and the allocation of the purchase price | - $ - Cash 173,422 Receivables 160,801 Inventory 2,069,349 Other assets 13,565 Property and equipment 1,152,519 Right-of-use asset 611,890 Lease liability (611,890 ) Brand 709,496 Customer relationships 592,852 Licenses 915,000 Goodwill 13,676,649 Accounts payable and accrued liabilities (650,970 ) Total assets and liabilities acquired 18,812,683 Cash deposits and notes receivable 5,050,000 Convertible promissory note 1,000,000 Liabilities assumed 1,070,907 Common shares issued 1,130,363 Stock warrants issued** 786,284 Consideration payable * 9,775,129 Total consideration 18,812,683 *consideration payable includes$4,707,370 of derivative liabilities(Note 21) **value based on acquisition date share priceof $1.20, exercise price of $1.50, expected life of 5 years, volatility of 102.6%, risk free rate of 2.16% |
Acquisition of Silver State (Ta
Acquisition of Silver State (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Silver State acquisition | |
Disclosure of detailed information about business combination [line items] | |
Schedule of purchase price and the allocation of the purchase price | - $ - Cash 417,453 Inventory 5,903,468 Biological assets 2,113,917 Other assets 16,085 Property and equipment 569,518 Right-of-use assets 3,950,682 Lease liability (3,857,682 ) Customer relationships 1,540,447 Dispensary licenses 11,790,274 Cultivation license 100,000 Goodwill 28,541,323 Accounts payable and accrued liabilities (1,980,437 ) Total assets and liabilities acquired 49,105,048 Cash deposits on closing date 9,009,800 Consideration payable 1,143,873 Promissory note payable 30,000,000 Common shares issued 8,951,375 Total consideration 49,105,048 |
ACQUISITION OF MEGAWOOD ENTER_2
ACQUISITION OF MEGAWOOD ENTERPRISES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Megawood Enterprises Inc. | |
Disclosure of detailed information about business combination [line items] | |
Schedule of purchase price and the allocation of the purchase price | - $ - Cash 38,570 Inventory 46,162 Other assets 10,705 Property and equipment 40,983 Right-of-use asset 221,007 Lease liability (221,007 ) Dispensary license 50,000 Goodwill 689,328 Accounts payable and accrued liabilities (80,860 ) Total assets and liabilities acquired 794,888 Cash consideration paid 280,000 Consideration payable 231,395 Convertible promissory note 175,000 Advances to vendor cancelled upon closing 138,605 Closing working capital deficit receivable (30,112 ) Total consideration 794,888 |
ACQUISITION OF ECO FIRMA FARMS
ACQUISITION OF ECO FIRMA FARMS (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
ECO FIRMA FARMS | |
Disclosure of detailed information about business combination [line items] | |
Schedule of purchase price and the allocation of the purchase price | - $ - Cash 65,572 Receivables 122,840 Inventory 723,170 Biological assets 184,617 Other assets 70,120 Property and equipment 1,736,628 Right-of-use asset 3,689,418 Lease liability (3,689,418 ) Cultivation license 120,000 Goodwill 5,160,741 Accounts payable and accrued liabilities (334,004 ) Total assets and liabilites acquired 7,849,684 Liabilities assumed 3,944,049 Convertible promissory note 2,000,000 Share payment note 1,905,635 Total consideration 7,849,684 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
RECEIVABLES [abstract] | |
Schedule of trade receivable | as at January 31 2020 2019 2018 Taxes receivable 22,014 $ 65,476 $ 12,138 Trade receivable 423,083 69,692 — Allowance for doubtful accounts (1,975 ) (55,215 ) — 443,122 $ 79,953 $ 12,138 |
BIOLOGICAL ASSETS (Tables)
BIOLOGICAL ASSETS (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
BIOLOGICAL ASSETS [abstract] | |
Schedule of biological assets | Balance, January 31, 2018 & 2017 $ — Acquired biological assets 2,298,534 Fair value adjustment on biological assets (278,920 ) Increase in biological assets due to capitalized costs 1,751,906 Transferred to inventory upon harvest (1,900,980 ) Balance, January 31, 2019 $ 1,870,540 Acquired biological assets 75,499 Fair value adjustment on biological assets 1,243,340 Increase in biological assetsdue to capitalized costs 7,615,455 Transferred to inventory upon harvest (9,396,563 ) Balance January 31, 2020 $ 1,408,271 |
Schedule of unobservable inputs, biological assets | Effect on Fair Value as of January 31: Significant Inputs and Assumptions Range of Inputs Sensitivity 2020 2019 Selling Price Per $1.99 to $5.29 Increase 5% $ 71,297 12,001 Gram Decrease 5% $ (71,658 ) (9,200 ) Estimated Yield Per 45.36 to 1,696.43 grams Increase 5% $ 70,423 91,756 Cannabis Plant Decrease 5% $ (70,423 ) (91,756 ) |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
INVENTORY [abstract] | |
Schedule of Inventories | as at January 31, 2020 2019 2018 Finished goods $ 3,878,754 $ $ — Work in progress 2,313,089 4,575,595 — $ 6,191,843 $ 6,859,034 $ — |
NOTES RECEIVABLE AND DEPOSITS (
NOTES RECEIVABLE AND DEPOSITS (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
NOTES RECEIVABLE AND DEPOSITS [abstract] | |
Schedule of note receivable and deposits | as at January 31, 2020 2019 2018 Promissory notes receivable $ — $ 5,345,000 $ — Deposit on acquisition — 900,000 — Accrued interest receivable — 216,897 — Additional advances — 14,618 — $ — $ 6,476,515 $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
PROPERTY AND EQUIPMENT [abstract] | |
Schedule of property and equipment | Land and building Leasehold improvements Furniture & fixtures Computer equipment Machinery & equipment Total Cost Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Assets from acquisition — 1,352,393 416,609 66,358 511,769 2,347,129 Additions — 107,402 62,255 30,427 7,995 208,079 Disposals — — — — (90,100 ) (90,100 ) Balance, January 31, 2019 $ — $ 1,459,795 $ 478,864 $ 96,785 $ 429,664 $ 2,465,108 Assets from acquisition — 522,279 50,388 25,846 646,507 1,245,020 Additions 4,675,389 97,956 12,350 — 560,328 5,346,023 Impairment (3,305,176 ) (709,064 ) (125,282 ) — — (4,139,522 ) Balance, January 31, 2020 $ 1,370,213 $ 1,370,966 $ 416,320 $ 122,631 $ 1,636,499 $ 4,916,629 Accumulated Depreciation Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Depreciation expense — (301,583 ) (65,074 ) (7,619 ) (8,822 ) (383,098 ) Balance, January 31, 2019 $ — $ (301,583 ) $ (65,074 ) $ (7,619 ) $ (8,822 ) $ (383,098 ) Depreciation expense (128,225 ) (214,331 ) (88,667 ) (52,324 ) (215,853 ) $ (699,400 ) Balance, January 31, 2020 $ (128,225 ) $ (515,914 ) $ (153,741 ) $ (59,943 ) $ (224,675 ) $ (1,082,498 ) Carrying amount, Jan. 31, 2019 $ — $ 1,158,212 $ 413,790 $ 89,166 $ 420,842 $ 2,082,010 Carrying amount, Jan. 31, 2020 $ 1,241,988 $ 855,052 $ 262,579 $ 62,688 $ 1,411,824 $ 3,834,131 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
INTANGIBLE ASSETS AND GOODWILL [abstract] | |
Schedule of intangible assets | Licenses Branding Customer relationships Start up costs Total Cost Balance,January 31, 2018 and 2017 $ — $ — $ — $ — $ — Additions from acquisitions 12,060,274 — 1,540,447 7,783 13,608,504 Balance,January 31, 2019 $ 12,060,274 $ — $ 1,540,447 $ 7,783 $ 13,608,504 Additions from acquisitions 1,071,750 1,331,804 1,174,468 — 3,578,022 Impairment of intangibles (428,626 ) (391,759 ) (715,875 ) — (1,536,260 ) Balance,January 31, 2020 $ 12,703,398 $ 940,045 $ 1,999,040 $ 7,783 $ 15,650,266 Accumulated Amortization Balance,January 31, 2018 and 2017 $ — $ — $ — $ — $ — Amortization expense (214,171 ) — (25,674 ) (79 ) (239,924 ) Balance,January 31, 2019 (214,171 ) — (25,674 ) (79 ) (239,924 ) Amortization expense (2,228,051 ) (33,295 ) (443,641 ) (729 ) (2,705,716 ) Balance,January 31, 2020 $ (2,442,222 ) $ (33,295 ) $ (469,315 ) $ (808 ) $ (2,945,640 ) Carrying amount, January 31, 2019 $ 11,846,103 $ — $ 1,514,773 $ 7,704 $ 13,368,580 Carrying amount, January 31, 2020 $ 10,261,176 $ 906,750 $ 1,529,725 $ 6,975 $ 12,704,626 |
Schedule of goodwill | Eco Firma Phantom Silver State Megawood Swell Farms, LLC Farms Companies Enterprises Companies Total Oregon Oregon Nevada Oregon Oregon Balance, January 31, 2018 and 2017 $ — $ — $ — $ — $ — $ — Additions from acquisitions 5,160,741 — 28,541,323 689,328 — 34,391,392 Impairment of Goodwill (5,160,741 ) — — — — (5,160,741 ) Balance, January 31, 2019 — — 28,541,323 689,328 29,230,651 Additions from acquisitions — 8,009,248 — — 13,676,649 21,685,897 Impairment of Goodwill — (8,009,248 ) — (689,328 ) (13,676,649 ) (22,375,225 ) Balance, January 31, 2020 $ — $ — $ 28,541,323 $ — $ — $ 28,541,323 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [abstract] | |
Schedule of accounts payable and accrued liabilities | as at January 31, 2020 2019 2018 Accounts payable $ 1,136,955 $ 1,398,196 $ 85,014 Accrued liabilities 1,449,286 3,297,310 44,796 Interest payable 902,033 285,610 22,358 $ 3,488,274 $ 4,981,116 $ 152,168 |
LEASE LIABILITIES and right-o_2
LEASE LIABILITIES and right-of-use assets (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
LEASE LIABILITIES and right-of-use assets [abstract] | |
Schedule of leases as defined by IFRS 16 | Entity Name/Lessee Asset Contains a lease? Useful life (years) C21 Investments Inc. Office Suite Yes 5 Swell Companies, LTD Land/Building Yes 5 Silver State Cultivation LLC Land/Building Yes 5 Silver State Relief LLC (Sparks) Land/Building Yes 5 Silver State Relief LLC (Fernley) Land/Building Yes 5 Megawood Enterprises Inc. Land/Building Yes 5 Phantom Distribution, LLC Land/Building Yes 5 63353 Bend, LLC Land/Building Yes 5 20727-4 Bend, LLC Land/Building Yes 5 4964 BFH, LLC Land/Building Yes 5 |
Schedule of maturity analysis - contractual undiscounted cash flows | Maturity Analysis - contractual undiscounted cash flows Less than one year $ 1,701,024 One to five years 4,903,437 Total undiscounted lease liabilities at January 31, 2020 $ 6,604,464 Lease liabilities included in the statement of financial position Current 1,131,149 Non-current 3,870,213 Balance, January 31, 2020 $ 5,001,362 Amounts recognized in profit or loss Interest on lease liabilities $ 566,820 Total cash outflow for leases $ 1,758,391 |
Schedule of financial statement effects concerning right-of-use assets | Cost Balance,January 31, 2018 and 2017 — Right-of-use additions 7,861,107 Balance,January 31, 2019 $ 7,861,107 Right-of-use additions 3,386,237 Adjustment (927,300 ) Disposal (4,197,087 ) Balance, January 31, 2020 $ 6,122,957 Accumulated Amortization Balance,January 31, 2018 $ — Amortization expense (116,496 ) Balance,January 31, 2019 $ (116,496 ) Disposal 230,685 Amortization expense (1,576,459 ) Balance,January 31, 2020 $ (1,462,270 ) Carrying Amount, January 31, 2019 $ 7,744,611 Carrying Amount, January 31, 2020 $ 4,660,687 |
Long term debt (Tables)
Long term debt (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Borrowings Abstract | |
Schedule of long term debt | Mortgage on Equipment and building Vehicle loans Total Balance, January 31, 2019, 2018 and 2017 $ — $ — $ — Assumed in PP&E acquisitions 513,294 186,463 699,757 Payments (16,910 ) (62,511 ) (79,421 ) Balance, January 31, 2020 $ 496,384 $ 123,952 $ 620,336 Current portion $ 23,707 $ 102,412 $ 126,119 Long-term portion $ 472,677 $ 21,540 $ 494,217 |
CONVERTIBLE DEBENTURES AND PR_2
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES [abstract] | |
Schedule of convertible debentures | Convertible debentures March 26, 2018 December 31, 2018 January 30, 2019 Total issuance issuance issuance Balance, January 31, 2018 and 2017 $ — $ — $ — $ — Issued 25,996,000 3,711,179 7,447,350 37,154,529 Equity portion (2,958,335 ) — — (2,958,335 ) Conversion (22,521,663 ) — — (22,521,663 ) Transaction costs (938,271 ) (550,709 ) (469,497 ) (1,958,477 ) Interest paid (452,956 ) (31,807 ) — (484,763 ) Accretion expense 875,225 53,137 — 928,362 Balance, January 31, 2019 — 3,181,800 6,977,853 10,159,653 New issuances — 265,146 388,486 653,632 Conversions — (1,546,384 ) (2,993,607 ) (4,539,991 ) Foreign exchange gain — 8,318 67,403 75,721 Interest — 322,348 559,398 881,746 Accretion expense — 186,664 170,385 357,049 Interest paid-cash — (268,503 ) (452,052 ) (720,555 ) Balance, January 31, 2020 $ — $ 2,149,389 $ 4,717,866 $ 6,867,255 Current portion $ — $ 2,149,389 $ 4,717,866 $ 6,867,255 Long-term portion $ — $ — $ — $ — |
Schedule of convertible promissory notes | Convertible promissory notes June 13, 2018 January 23, 2019 May 24, 2019 Total issuance issuance issuance Balance, January 31, 2018 and 2017 $ — $ — $ — $ — Issued 2,000,000 175,000 — 2,175,000 Derivative liabilities (393,010 ) — — (393,010 ) Accretion expense 63,840 — — 63,840 Balance, January 31, 2019 1,670,830 175,000 — 1,845,830 Issued — — 1,000,000 1,000,000 Conversion (660,647 ) — — (660,647 ) Interest 48,600 — 69,041 117,641 Accretion expense 77,282 — — 77,282 Balance, January 31, 2020 $ 1,136,065 $ 175,000 $ 1,069,041 $ 2,380,106 Current portion $ — $ 175,000 $ 1,069,041 $ 1,244,041 Long-term portion $ 1,136,065 $ — $ — $ 1,136,065 |
Schedule of convertible promissory note payable | Promissory notes payable January 1, 2019 February 4, 2019 Total issuance (c) issuance Balance, January 31, 2018 and 2017 $ — $ — $ — Issued 30,000,000 — 30,000,000 payments — — — Balance, January 31, 2019 30,000,000 — 30,000,000 Issued — 290,000 290,000 Payments (8,800,000 ) (290,000 ) (9,090,000 ) Balance, January 31, 2020 $ 21,200,000 $ — $ 21,200,000 Current portion $ 21,200,000 $ — $ 21,200,000 Long-term portion $ — $ — $ — |
SHARE CAPITAL AND RESERVES (Tab
SHARE CAPITAL AND RESERVES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
SHARE CAPITAL AND RESERVES [abstract] | |
Schedule of continuity of share capital | Number of Shares Amount Balance, January 31, 2017 1,979,695 $ 12,820,278 Shares issued - conversion of debentures (i) 3,640,000 669,140 Shares issued - to settle aged payables(ii) 360,000 65,192 Balance, January 31, 2018 5,979,695 $ 13,554,610 Shares issued - conversion of debentures (iii) 36,850,000 25,479,998 Shares issued - to settle aged payables(iv) 50,000 83,941 Shares issued - private placement financing (v) 2,082,000 3,919,162 Shares issued - warrant exercises (vi) 2,750 2,953 Shares issued - option exercises (vii) 100,000 99,782 Shares issued - acquisition of Silver State (viii) 12,500,000 8,951,375 Shares issued - settle share payment note (ix) 940,810 832,162 Balance, January 31, 2019 58,505,255 52,923,983 Shares issued - acquisition of Phantom Farms (x) 2,670,000 2,507,138 Shares issued - conversion of promissory note (xi) 977,479 660,647 Shares issued - warrant exercises (xii) 915,545 1,018,748 Shares issued - option exercises (xiii) 80,000 77,980 Shares issued - acquisition of Swell (xiv) 8,281,905 4,927,178 Shares issued - acquisition of EFF building (xv) 3,983,886 4,136,646 Shares issued - partial settlement of EFF share payment note (xvi) 368,688 368,688 Shares issued - private placement (xvii) 5,589,493 4,895,379 Shares issued - conversion of debentures (xviii) 8,016,388 4,539,991 Share issue costs — (28,110 ) Balance, January 31, 2020 89,388,639 76,028,268 On May 12, 2017, the Company consolidated its issued and outstanding shares on a 10:1 basis. All shares, options, warrants, and per share amounts have been retroactively restated to reflect the share consolidation. (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) During the year ended January 31, 2020, the Company issued 80,000 shares upon the exercise of stock options. (xiv) (xv) (xvi) (xvii) (xviii) |
Schedule of warrant activity | Warrants outstanding Warrants outstanding Weighted average exercise price - C$ - Weighted average remaining life (years) Balance January 31, 2018 and 2017 — — — Issued 5,156,795 2.05 Exercised (2,750 ) 1.00 Balance January 31, 2019 5,154,045 2.05 0.86 Issued - Phantom Farms(Note 3) 1,700,000 1.50 Issued - Swell Companies (Note4) 1,200,000 1.50 Issued - Private Placement (xvii) 2,794,748 1.83 Exercised (915,045 ) 1.06 Expired (4,239,000 ) 2.27 Balance, January 31, 2020 5,694,748 1.66 0.74 |
Schedule of warrants outstanding and exercisable | Exercise Price Number of Warrants Expiry Date - C$ - February 5, 2021 1.50 1,700,000 May 23, 2021 1.50 1,200,000 May 29, 2020 1.83 2,794,748 5,694,748 |
Schedule of stock options outstanding and exercisable | Options outstanding and exercisable Options Weighted average Weighted average outstanding exercise price remaining life and exercisable - C$ - (years) Balance, January 31, 2017 — — Granted 515,000 0.65 Balance January 31, 2018 515,000 0.65 2.71 Granted 2,115,000 2.75 Exercised (100,000 ) 0.65 Expired/Cancelled (10,000 ) 0.65 Balance January 31, 2019 2,520,000 2.41 2.30 Granted 1,830,000 1.14 Exercised (80,000 ) 0.65 Expired/Cancelled (1,015,000 ) 2.28 Balance, January 31, 2020 3,255,000 1.78 2.18 |
Schedule of stock options outstanding and exercisable of exercise prices | Expiry Date Exercise Price - C$ - Jan 31, 2020 Outstanding Jan 31, 2020 Exerciseable October 15, 2020 0.65 325,000 325,000 June 25, 2021 2.80 1,350,000 1,350,000 February 5, 2022 1.11 460,000 230,000 October 9, 2022 1.38 520,000 260,000 October 9, 2024 1.00 500,000 250,000 January 24, 2023 0.80 100,000 50,000 3,255,000 2,465,000 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
DERIVATIVE LIABILITY [abstract] | |
Schedule of continuity of derivative liability | Balance, January 31, 2018 and 2017 $ — On acquisition - June 13, 2018 393,010 On acquisition - January 23, 2019 — Fair value adjustment on derivative liabilities (369,913 ) Balance, January 31, 2019 $ 23,097 On acquisition February 4, 2019 3,748,377 On acquisition May 24, 2019 4,707,370 Fair value adjustment on derivative liabilities (4,779,693 ) Balance, January 31, 2020 $ 3,699,151 |
Schedule of calculation of fair value adjustment, derivative liability | January 31, May 24, February 4, January 31, June 13, 2020 2019 2019 2019 2018 Discount rate 1.36% 2.50% 2.19% 1.91% 1.91% Expected life in years 6.14 7.00 7.00 2.50 3.0 Expected stock volatility 100% 100% 100% 100% 112% Expected volatility of foreign exchange 5.29% 5.29% 5.84% 5.84% 6.66% |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
SEGMENTED INFORMATION [abstract] | |
Schedule of segmented operational activity and balances | January 31, 2020 Oregon Nevada Corporate Consolidated Total revenue $ 5,503,872 $ 32,201,223 $ — $ 37,705,095 Gross profit (loss) (1,006,077 ) 14,328,778 — 13,322,701 Operating expenses: General and administration (1,143,995 ) (3,622,312 ) (4,718,825 ) (9,485,132 ) Sales, marketing, and promotion (377,549 ) (135,421 ) (607,959 ) (1,120,929 ) Depreciation and amortization (485,856 ) (2,882,023 ) (37,237 ) (3,405,116 ) Share based compensation — — (492,631 ) (492,631 ) Impairment of goodwill, assets (26,514,747 ) — — (26,514,747 ) Interest, accretion, and other (1,540,265 ) 7,979 387,173 (1,145,113 ) Net profit (loss) before taxes $ (31,068,489 ) $ 7,697,001 $ (5,469,479 ) $ (28,840,967 ) Assets $ 9,646,005 $ 21,149,800 $ 30,654,280 $ 61,450,085 Liabilities $ 3,079,174 $ 4,164,557 $ 40,626,799 $ 47,870,530 January 31, 2019 Oregon Nevada Corporate Consolidated Total revenue $ 500,376 $ 2,085,135 $ — $ 2,585,511 Gross profit (loss) (1,456,382 ) 1,638,949 — 182,567 Operating expenses (1,069,567 ) (734,635 ) (10,405,213 ) (12,209,415 ) Other losses (1,562,927 ) (34,821 ) (9,976,574 ) (11,574,322 ) Net profit (loss) $ (4,088,876 ) $ 869,493 $ (20,381,787 ) $ (23,601,170 ) Assets $ 6,578,366 $ 54,928,722 $ 15,925,938 $ 77,433,026 Liabilities $ 7,976,115 $ 36,369,603 $ 12,000,695 $ 56,346,413 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
COMMITMENTS [abstract] | |
Schedule of future minimum payments | Third Parties Related Parties Total 2021 $ 285,908 $ 1,253,192 $ 1,539,100 2022 $ 227,321 $ 1,128,192 $ 1,355,513 2023 $ 232,961 $ 1,128,192 $ 1,361,153 2024 $ 224,513 $ 1,053,192 $ 1,277,705 Thereafter $ 522,473 — 522,473 $ 1,493,176 $ 4,562,768 $ 6,055,944 |
Consideration payable (Tables)
Consideration payable (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Consideration Payable [abstract] | |
Schedule of consideration payable | Balance, January 31, 2018 and 2017 $ — Silver State acquisition - January 1, 2019 1,143,873 Megawood acquisition - January 23, 2019 231,395 Balance, January 31, 2019 $ 1,375,268 Swell Companies acquisition - May 25,2019 (Note 4) 846,256 Consideration paid-cash (1,375,268 ) Balance, January 31, 2020 $ 846,256 Current portion 846,256 Longterm portion — |
FINANCIAL RISK MANAGEMENT (Tabl
FINANCIAL RISK MANAGEMENT (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
FINANCIAL RISK MANAGEMENT [abstract] | |
Schedule of liquidity risk | Carrying Contractual More than amount cash flows Under 1 year 1-3 years 3-5 years 5 years As at January 31, 2020 Trade and other payables $ 3,488,274 $ 3,488,274 $ 3,488,274 $ — $ — $ — Lease payments 5,001,360 6,604,460 1,701,024 3,166,875 1,736,561 — Convertible debt 9,247,361 9,247,361 8,111,296 1,136,065 — — Consideration payable 846,256 846,256 846,256 — — — Notes and other borrowings 21,694,217 21,694,217 21,326,184 68,854 58,456 366,845 Total $ 40,277,468 $ 41,880,568 $ 35,473,034 $ 4,371,794 $ 1,795,017 $ 366,845 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSE (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
GENERAL AND ADMINISTRATIVE EXPENSE [abstract] | |
Schedule of general and administrative expenses | General and Administrative 2020 2019 2018 Salaries and wages $ 5,454,028 $ 2,423,350 $ 4,649 Professional Fees and consulting $ 922,861 $ 926,511 $ 134,067 Accounting and legal $ 596,984 $ 747,607 $ — Travel and entertainment $ 430,301 $ 880,828 $ 135,526 Foreign exchange $ (34,883 ) $ 484,550 $ — License fees, taxes and insurance $ 1,009,642 $ 422,331 $ — Office Facilities and administrative $ 551,153 $ 185,630 $ 27,862 Shareholder Communications $ 7,237 $ 48,731 $ 20,754 Transfer agent and Filing Fees $ 91,645 $ 38,158 $ 17,717 Other $ 456,164 $ 168,895 $ — Total $ 9,485,132 $ 6,326,591 $ 340,575 |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Major components of tax expense (income) [abstract] | |
Schedule of effective income tax expense (recovery) | 2020 2019 2018 Loss for the year $ (28,840,967 ) $ (23,601,170 ) $ (599,471 ) Statutory Tax Rates 27% 27% 26% Expected income tax (recovery) (7,787,061 ) (6,372,316 ) (155,863 ) Change in statutory, foreign tax, foreign exchange rates and other 3,135,069 1,297,693 — Permanent differences 8,006,873 1,494,947 17,156 Share issue costs (7,590 ) (1,010,208 ) — Change in unrecognized deductible temporary differences 367,375 4,589,884 138,707 Total income tax expense $ 3,714,666 $ — $ — |
Schedule of deferred taxes | 2020 2019 2018 Deferred tax assets(liabilities) Exploration and evaluation assets $ 254,000 $ 974,824 $ 974,824 Property and equipment 1,012,000 47,452 — Share issue costs 611,000 809,716 1,550 Biological assets 186,000 58,573 — Intangible assets 619,000 197,810 — Marketable securities 2,000 2,325 2,325 Asset retirement obligation 15,000 14,723 14,723 Allowable capital losses 36,000 93,018 56,568 Non-capital losses available for future period 3,918,000 5,241,525 375,052 $ 6,653,000 $ 7,439,966 $ 1,425,042 Unrecognized deferred tax assets (6,653,000 ) (7,439,966 ) (1,425,042 ) Net deferred tax assets $ — $ — $ — |
Schedule of temporary difference, unused tax losses and unused tax credits | 2020 Expiry Date Range 2019 2018 Temporary Differences Exploration and evaluation assets $ 942,000 No expiry date $ 3,611,809 $ 3,611,809 Property and equipment 4,819,000 No expiry date 225,963 — Share issue costs 2,262,000 2038 to 2041 2,998,633 5,424 Biological assets 886,000 No expiry date 278,920 — Intangible assets 2,949,000 No expiry date 941,954 — Marketable securities 15,000 No expiry date 15,498 15,498 Asset retirement obligation 54,000 No expiry date 54,243 54,243 Allowable capital losses 135,000 No expiry date 344,223 209,223 Non-capital losses available for future periods 14,511,000 Varies 19,751,990 1,389,396 Canada $ 14,511,000 2026 to 2039 $ 18,228,212 $ 1,389,396 USA $ — No expiry date $ 1,523,778 $ — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Related party transactions [abstract] | |
Schedule of due to related parties included in accounts payable, accrued liabilities, and promissory note payable | 2020 2019 2018 Due to the President and CEO $ 21,713,910 $ 484 $ 2,901 Due to directors and officers of the Company 1,476 316,261 — Due to the CFO of the Company 64 1,888 — Due to former executives of EFF — 602,426 — Due to significant shareholder — 31,759,648 — $ 21,715,450 $ 32,680,707 $ 2,901 |
Schedule of transactions with related parties | 2020 2019 2018 Consulting fees paid to a director $ 38,310 $ 98,583 $ — Amounts paid to CEO or companies controlled by CEO 13,039,739 — 4,881 Salary paid to directors and officers 1,131,201 1,113,900 245,380 Share Compensation including warrants and stock options for directors and officers 95,613 2,824,852 — Convertible debenture interest paid to directors and officers 27,230 41,504 — Rents Paid to Significant Shareholder — 93,000 — $ 14,332,093 $ 4,171,839 $ 250,261 |
Transaction costs (Tables)
Transaction costs (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Transaction costs [abstract] | |
Schedule of transaction costs | 2020 2019 2018 Acquisition of subsidiaries $ 331,973 $ 2,154,102 $ — Financing commissions — 2,819,889 — $ 331,973 $ 4,973,991 $ — |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
NATURE OF OPERATIONS and going concern [abstract] | |||
Net loss | $ 32,555,633 | $ 23,601,170 | $ 599,471 |
Accumulated deficit | 70,510,384 | $ 37,954,751 | |
Working capital deficit | $ 26,954,549 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Significant Accounting Policies And Basis Of Preparation [Line Items] | ||
Impairment loss on goodwill | $ 22,375,225 | $ 5,160,741 |
Brand | ||
Significant Accounting Policies And Basis Of Preparation [Line Items] | ||
Useful life measured as period of time, intangible assets other than goodwill | 10 years | |
Licences | ||
Significant Accounting Policies And Basis Of Preparation [Line Items] | ||
Useful life measured as period of time, intangible assets other than goodwill | 10 years | 5 years |
Customer relationships | ||
Significant Accounting Policies And Basis Of Preparation [Line Items] | ||
Useful life measured as period of time, intangible assets other than goodwill | 10 years | 5 years |
Oregon CGU | ||
Significant Accounting Policies And Basis Of Preparation [Line Items] | ||
Impairment loss on goodwill | $ 22,375,225 | $ 5,160,741 |
Impairment loss recognised in profit or loss, intangible assets other than goodwill | $ 1,536,260 |
Acquisition of Phantom Farms (N
Acquisition of Phantom Farms (Narrative) (Details) - USD ($) | Feb. 04, 2019 | Jan. 31, 2020 | Jan. 31, 2019 |
Disclosure of detailed information about business combination [line items] | |||
Long-term portion | $ 1,136,065 | $ 1,845,830 | |
Amount of share purchase warrants issued | 793,745 | ||
Impairment loss on goodwill | 22,375,225 | $ 5,160,741 | |
Phantom Farms | |||
Disclosure of detailed information about business combination [line items] | |||
Total consideration | $ 10,539,260 | ||
Cash deposits on closing date | 3,200,000 | ||
Long-term portion | 290,000 | ||
Value of shares issued in consideration | 2,507,138 | ||
Amount of share purchase warrants issued | 793,745 | ||
Amount of earned value share purchase warrants issued | $ 3,748,377 | ||
Acquisition date share price | $ 1.23 | ||
Exercise price of acquisition warrants | $ 1.50 | ||
Expected life of acquisition warrants | 2 years | ||
Percentage of volatility rate of aquisition warrants | 102.60% | ||
Percentage of risk free rate of aquisition warrants | 2.50% | ||
Impairment loss on goodwill | $ 8,009,248 |
Acquisition of Swell Companie_2
Acquisition of Swell Companies (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||
May 24, 2019USD ($)share$ / shares | Jan. 31, 2020USD ($) | Jan. 31, 2019USD ($) | May 24, 2021USD ($)share | Jul. 01, 2020USD ($) | Dec. 27, 2019share | May 25, 2019USD ($) | Jan. 31, 2018USD ($) | |
Disclosure of detailed information about business combination [line items] | ||||||||
Convertible promissory note | $ 1,136,065 | $ 1,845,830 | ||||||
Amount of share purchase warrants issued | 793,745 | |||||||
Consideration payable | 846,256 | 1,375,268 | $ 0 | |||||
Derivative liabilities | 3,699,151 | 23,097 | $ 0 | |||||
Commitment to issue shares | 1,100,881 | 1,044,881 | ||||||
Goodwill written off | 22,375,225 | 5,160,741 | ||||||
Intangible assets written off | $ 23,911,485 | $ 5,160,741 | ||||||
Swell Companies Limited ("Swell") | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Total consideration | $ 18,812,683 | |||||||
Cash deposits and notes receivable | 5,050,000 | |||||||
Convertible promissory note | 1,000,000 | |||||||
Liabilities assumed | 1,070,907 | |||||||
Common shares issued | 1,130,363 | |||||||
Amount of share purchase warrants issued | 786,284 | |||||||
Consideration payable | $ 9,775,129 | $ 846,256 | ||||||
Issuance of common shares | share | 1,266,667 | 7,015,238 | ||||||
Percentage of share issued into escrow | 25.00% | |||||||
Derivative liabilities | $ 4,707,370 | |||||||
Cash consideration payable | 846,256 | |||||||
Commitment to issue shares | $ 4,221,503 | |||||||
Goodwill written off | $ 13,676,649 | |||||||
Intangible assets written off | 1,536,260 | |||||||
Estimated higher revenue | 1,370,000 | |||||||
Estimated lower net income | $ 940,000 | |||||||
Acquisition date share price | $ / shares | $ 1.20 | |||||||
Exercise price of acquisition warrants | $ / shares | $ 1.50 | |||||||
Expected life of acquisition warrants | 5 years | |||||||
Percentage of volatility rate of aquisition warrants | 102.60% | |||||||
Percentage of risk free rate of aquisition warrants | 2.16% | |||||||
Swell Companies Limited ("Swell") | Events after reporting period | ||||||||
Disclosure of detailed information about business combination [line items] | ||||||||
Total consideration | $ 850,000 | |||||||
Consideration payable | $ 7,350,000 | |||||||
Percentage of interest rate | 9.50% | |||||||
Issuance of common shares | share | 7,015,238 | |||||||
Cash consideration payable | $ 5,000,000 |
Acquisition of Silver State (Na
Acquisition of Silver State (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 01, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about business combination [line items] | ||||
Consideration payable | $ 846,256 | $ 1,375,268 | $ 0 | |
Promissory note payable | 1,136,065 | $ 1,845,830 | ||
Silver State | ||||
Disclosure of detailed information about business combination [line items] | ||||
Total consideration | $ 49,105,048 | |||
Cash deposits on closing date | 9,009,800 | |||
Consideration payable | 1,143,873 | |||
Value of shares issued in consideration | 8,951,375 | |||
Promissory note payable | $ 30,000,000 | |||
Estimated Additional Revenue Of Acquiree Since Acquisition Date | 22,800,000 | |||
Estimated higher net income of acquiree since acquisition date | $ 10,000,000 |
ACQUISITION OF MEGAWOOD ENTER_3
ACQUISITION OF MEGAWOOD ENTERPRISES (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 23, 2019 | |
Disclosure of detailed information about business combination [line items] | |||
Convertible promissory note | $ 1,136,065 | $ 1,845,830 | |
Impairment loss recognised in profit or loss, goodwill | 22,375,225 | $ 5,160,741 | |
Megawood Enterprises Inc. | |||
Disclosure of detailed information about business combination [line items] | |||
Total consideration | $ 794,888 | ||
Consideration paid/payable | 650,000 | ||
Closing working capital deficit receivable | 30,112 | ||
Convertible promissory note | $ 175,000 | ||
Impairment loss recognised in profit or loss, goodwill | $ 689,328 |
ACQUISITION OF ECO FIRMA FARM_2
ACQUISITION OF ECO FIRMA FARMS (Narrative) (Details) | Feb. 04, 2019USD ($) | Jun. 13, 2018USD ($)sharelb$ / sharesshares | May 24, 2019USD ($) | Jan. 23, 2019USD ($) | Jan. 31, 2020USD ($)shares | Jan. 31, 2019USD ($) |
Disclosure of detailed information about business combination [line items] | ||||||
Convertible promissory note | $ 1,136,065 | $ 1,845,830 | ||||
Derivative liability | $ 3,748,377 | $ 393,010 | $ 4,707,370 | $ 0 | 393,010 | |
Impairment of goodwill | $ 23,911,485 | 5,160,741 | ||||
ECO FIRMA FARMS | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Total consideration | 7,849,684 | |||||
Liabilities assumed | 3,944,049 | |||||
Convertible promissory note | 2,000,000 | |||||
Share payment note | $ 1,905,635 | |||||
Issuance of common shares | share | 2,142,000 | |||||
Financial liability | $ 1,606,990 | |||||
Derivative liability | $ 393,010 | |||||
Number of shares issued for conversion of convertible note | shares | 977,479 | |||||
Number of common share issued if EBITDA earned by entity upon satisfying agreed upon earn-out amounts | shares | 1 | |||||
Deemed issue price for share issued if EBITDA earned by entity upon satisfying agreed upon earn-out amounts | $ / shares | $ 1 | |||||
Minimum average wholesale flower prices to satisfy Earn Out | lb | 1.400 | |||||
Impairment of goodwill | $ 5,160,741 |
RECEIVABLES (Narrative) (Detail
RECEIVABLES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
RECEIVABLES [abstract] | ||
Accounts receivable more than 90 days past due | $ 40,911 | $ 6,000 |
BIOLOGICAL ASSETS (Narrative) (
BIOLOGICAL ASSETS (Narrative) (Details) - g | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
BIOLOGICAL ASSETS [abstract] | ||
Description of non-financial measures or estimates of physical quantities of biological assets and output of agricultural produce | For in process biological assets, the fair value at point of harvest is adjusted based on the stage of growth. As at January 31, 2020, on average, the biological assets were 54% complete as to the next expected harvest date. | |
Amount of biological assets produced in grams | 4,642,080 | 1,184,756 |
INVENTORY (Narrative) (Details)
INVENTORY (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
INVENTORY [abstract] | ||
Inventories expensed | $ 25,625,734 | $ 2,681,864 |
Fair value adjustments recognised which increased cost of sales | 4,000,000 | |
Fair value adjustments on biological assets | $ 1,383,411 | $ 278,920 |
NOTES RECEIVABLE AND DEPOSITS_2
NOTES RECEIVABLE AND DEPOSITS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2018 | |
Disclosure Of Non Current Financial Assets [Line Items] | |||
Accrued interest receivable | $ 216,897 | $ 0 | $ 0 |
Additional advances | 14,618 | 0 | 0 |
Deposit on acquisition | 900,000 | $ 0 | $ 0 |
Swell Companies Limited ("Swell") | |||
Disclosure Of Non Current Financial Assets [Line Items] | |||
Loaned by way of promissory notes | 3,845,000 | ||
Principal amount of promissory note | $ 5,400,000 | ||
Percentage of monthly accrued interest receivable | 0.833% | ||
Accrued interest receivable | $ 190,264 | ||
Swell Companies Limited ("Swell") | Events after reporting period | |||
Disclosure Of Non Current Financial Assets [Line Items] | |||
Loaned by way of promissory notes | 1,055,000 | ||
Phantom Venture Group, LLC. ("Phantom") | |||
Disclosure Of Non Current Financial Assets [Line Items] | |||
Loaned by way of promissory notes | $ 1,500,000 | ||
Percentage of monthly accrued interest receivable | 0.333% | ||
Accrued interest receivable | $ 26,633 | ||
Additional advances | 14,618 | ||
Deposit on acquisition | $ 900,000 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
PROPERTY AND EQUIPMENT [abstract] | |||
Depreciation expense | $ 699,400 | $ 383,098 | |
Depreciation expense allocated to inventory | $ 479,662 | $ 354,560 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | |||
Amortisation expense | $ 2,705,716 | $ 239,924 | |
Amortisation expense allocated to inventory | 309,633 | ||
Impairment loss on goodwill | 22,375,225 | 5,160,741 | |
Oregon CGU | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment loss on goodwill | 22,375,225 | $ 5,160,741 | |
Impairment loss of intangible assets | $ 1,536,260 |
LEASE LIABILITIES and right-o_3
LEASE LIABILITIES and right-of-use assets (Narrative) (Details) | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Derecognized Right Of Used Assets And Lease Liabilities | $ 3,800,000 |
Termination of lease liability | 397,087 |
Cost | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Adjustment | (927,300) |
Disposal | (4,197,087) |
Accumulated Amortization | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Disposal | $ 230,685 |
CONVERTIBLE DEBENTURES AND PR_3
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES (Narrative) (Details) | 7 Months Ended | 12 Months Ended | ||||||
Jun. 25, 2020USD ($) | Jan. 31, 2020CAD ($)shares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 31, 2019CAD ($)$ / sharesshares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Jan. 31, 2018USD ($) | |
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | $ 21,200,000 | $ 30,000,000 | $ 0 | |||||
Issued | 290,000 | $ 30,000,000 | ||||||
Issued | 1,000,000 | 2,175,000 | ||||||
Transaction Costs | 1,958,477 | |||||||
Convertible promissory note | 1,136,065 | 1,845,830 | ||||||
Sonny Newman | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Interest expense on borrowings | 2,511,770 | 246,575 | ||||||
Interest paid on promissory note | 2,391,562 | |||||||
Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Convertible promissory note | $ 30,000,000 | |||||||
Events after reporting period | Sonny Newman | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Principal payment of promissory note cancelled | $ 800,000 | |||||||
Decrease in monthly principal payments thereafter per month | $ 600,000 | |||||||
Annual interest rate on promissory note | 10.00% | |||||||
Reduced interest rate on promissory note | 9.50% | |||||||
Gain on modification in payment for promissory note | ||||||||
Principal installment due on July 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 2,000,000 | |||||||
Principal installment due on October 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 800,000 | |||||||
Principal installment due on August 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 800,000 | |||||||
Principal installment due on September 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 800,000 | |||||||
Principal installment due on November 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 800,000 | |||||||
Principal installment due on December 1, 2019 | Silver State | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | $ 800,000 | |||||||
March 26, 2018 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Total principal amount | $ 33,500,000 | |||||||
Transaction Costs | $ 1,209,112 | $ 938,271 | ||||||
Convertible debenture interest rate | 8.00% | 8.00% | ||||||
Percentage of debt discount rate | 15.00% | 15.00% | ||||||
Common stock conversion price per share | $ / shares | $ 1 | |||||||
Amount of conversion of common stock shares | shares | 33,500,000 | 33,500,000 | ||||||
Issuance of non transferable share purchase warrants | shares | 765,795 | 765,795 | ||||||
Warrants exercisable price per share | $ / shares | $ 1 | |||||||
Number of bonus shares issued to convertible debenture subscription agreement | shares | 3,350,000 | 3,350,000 | ||||||
December 31, 2018 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Gross proceeds from convertible debt | $ 5,063,000 | |||||||
Transaction Costs | 664,001 | $ 550,709 | ||||||
Unsecured convertible debenture issued per unit | $ 1,000 | |||||||
Common stock conversion price per share | $ / shares | $ 0.80 | |||||||
Warrants exercisable price per share | $ / shares | $ 0.90 | |||||||
Percentage of unsecured convertible debenture | 10.00% | 10.00% | ||||||
Terms of warrant purchase period | 24 months | 24 months | ||||||
Debt considered discount rate | 10.00% | 10.00% | ||||||
Exercise price per warrant debenture | $ 1,000 | |||||||
Debentures and warrant interest rate | 10.00% | 10.00% | ||||||
Number of warrants exercised in connection with convertible debentures issued | shares | 359 | 359 | ||||||
Gross proceeds of warrant exercised | $ 359,000 | |||||||
Number of warrant debentures converted into common shares | shares | 250 | 250 | ||||||
Number of warrant available to be exercised | shares | 2,315 | 2,315 | 2,674 | 2,674 | ||||
January 30, 2019 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Gross proceeds from convertible debt | $ 9,825,000 | |||||||
Transaction Costs | 619,389 | $ 469,497 | ||||||
Unsecured convertible debenture issued per unit | $ 1,000 | |||||||
Percentage of debt discount rate | 10.00% | 10.00% | ||||||
Common stock conversion price per share | $ / shares | $ 0.80 | |||||||
Warrants exercisable price per share | $ / shares | $ 0.90 | |||||||
Percentage of unsecured convertible debenture | 10.00% | 10.00% | ||||||
Terms of warrant purchase period | 24 months | 24 months | ||||||
Debt considered discount rate | 10.00% | 10.00% | ||||||
Exercise price per warrant debenture | $ 1,000 | |||||||
Debentures and warrant interest rate | 10.00% | 10.00% | ||||||
Number of warrants exercised in connection with convertible debentures issued | shares | 526 | 526 | ||||||
Gross proceeds of warrant exercised | $ 526,000 | |||||||
Number of warrant debentures converted into common shares | shares | 487 | 487 | ||||||
Number of warrant available to be exercised | shares | 4,664 | 4,664 | 5,190 | 5,190 | ||||
June 13, 2018 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Issued | $ 0 | $ 2,000,000 | ||||||
Convertible note conversion price per share | $ / shares | $ 1 | |||||||
Convertible note conversion price per share dependent upon vendor | $ / shares | $ 0.825 | |||||||
Accrued interest rate | 4.00% | 4.00% | ||||||
Convertible promissory note | $ 1,136,065 | |||||||
Number of shares issued for conversion of convertible note | shares | 977,479 | 977,479 | ||||||
January 23, 2019 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Issued | $ 0 | $ 175,000 | ||||||
Number of shares available for conversion | shares | 35,000 | 35,000 | ||||||
Common stock conversion price per share | $ / shares | $ 5 | |||||||
Convertible promissory note | 0 | |||||||
May 24, 2019 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Issued | $ 1,000,000 | $ 0 | ||||||
Common stock conversion price per share | $ / shares | $ 1.56 | |||||||
Accrued interest rate | 10.00% | 10.00% | ||||||
Convertible promissory note | $ 0 | |||||||
February 4, 2019 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 0 | 0 | 0 | |||||
Issued | 290,000 | 0 | ||||||
January 1, 2019 issuance | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 21,200,000 | 30,000,000 | $ 0 | |||||
Issued | $ 0 | $ 30,000,000 | ||||||
Accrued interest rate | 10.00% | 10.00% | ||||||
January 1, 2019 issuance | Principal installment due on April 1, 2019 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 3,000,000 | |||||||
January 1, 2019 issuance | Principal installment due on July 1, 2019 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 6,000,000 | |||||||
January 1, 2019 issuance | Principal installment due on October 1, 2019 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 6,000,000 | |||||||
January 1, 2019 issuance | Principal installment due on January 1, 2020 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 6,000,000 | |||||||
January 1, 2019 issuance | Principal installment due on April 1, 2020 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | 6,000,000 | |||||||
January 1, 2019 issuance | Principal installment due on July 1, 2020 | ||||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||||
Promissory notes payable | $ 3,000,000 |
SHARE CAPITAL AND RESERVES (Nar
SHARE CAPITAL AND RESERVES (Narrative) (Details) | Oct. 10, 2019Yearshare$ / shares | Jun. 12, 2019shares | May 10, 2019shares | Feb. 07, 2019shares | Feb. 06, 2019Yearshare$ / shares | Feb. 04, 2019shares | Jan. 15, 2019shares | Jul. 06, 2018CAD ($)shares | Jun. 13, 2018USD ($)shareshares | Oct. 24, 2020USD ($)shares | Jan. 24, 2020share$ / shares | May 28, 2019CAD ($)$ / sharesshares | Jan. 25, 2019shares | Oct. 16, 2018Yearshare$ / shares | Aug. 22, 2018shares | Jul. 31, 2018shares | Jul. 19, 2018CAD ($)$ / sharesshares | Jul. 17, 2018share | Jun. 28, 2018Yearshare$ / shares | Jun. 26, 2018Yearshare$ / shares | Jun. 18, 2018shares | Jun. 15, 2018CAD ($)USD ($)$ / shares | Oct. 16, 2017Yearshare$ / shares | May 30, 2017CAD ($)$ / sharesshares | Jan. 31, 2020$ / shares | Jan. 31, 2020USD ($)shareshares | Jan. 31, 2019$ / shares | Jan. 31, 2019USD ($)shareshares | Jan. 31, 2018$ / shares | Jan. 31, 2018USD ($)shareshares | May 24, 2021share | Dec. 27, 2019share | Jul. 18, 2019$ / shares | May 24, 2019share |
Shares issued - private placement financing | $ | $ 699,140 | |||||||||||||||||||||||||||||||||
Shares issued - private placement financing (shares) | 3,640,000 | |||||||||||||||||||||||||||||||||
Shares issued - to settle aged payables | $ | $ 65,192 | |||||||||||||||||||||||||||||||||
Shares issued - to settle aged payables (shares) | 360,000 | |||||||||||||||||||||||||||||||||
Shares issued - conversion of debentures (shares) | 36,850,000 | 3,640,000 | ||||||||||||||||||||||||||||||||
Shares issued on exercise of warrants (Shares) | 915,545 | 2,750 | ||||||||||||||||||||||||||||||||
Shares issued - option exercises (shares) | 80,000 | 100,000 | ||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 3,983,886 | |||||||||||||||||||||||||||||||||
Shares issued - conversion of promissory note (shares) | 977,479 | |||||||||||||||||||||||||||||||||
Shares issued - settle share payment note (Shares) | 940,810 | |||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies (shares) | 7,015,238 | |||||||||||||||||||||||||||||||||
Number of warrants issued | share | 5,156,795 | |||||||||||||||||||||||||||||||||
Share Issuance Costs | $ | $ 1,162,045 | |||||||||||||||||||||||||||||||||
Number of share purchase warrants issued as finders' fees | 765,795 | |||||||||||||||||||||||||||||||||
Share based compensation - broker's warrants | $ | $ 233,275 | |||||||||||||||||||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||
Warrants expire date | Mar. 25, 2019 | |||||||||||||||||||||||||||||||||
Number of options granted | share | 1,020,000 | 710,000 | 100,000 | 1,830,000 | 2,115,000 | 515,000 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.11 | $ 0.80 | $ 1.14 | $ 2.75 | $ 0.65 | |||||||||||||||||||||||||||||
Stock option vesting period (years) | 1 year | 1 year | 1 year | 2 years 2 months 4 days | 2 years 3 months 18 days | 2 years 8 months 15 days | ||||||||||||||||||||||||||||
Description of maximum term of options granted for share-based payment arrangement | The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors. | |||||||||||||||||||||||||||||||||
Number of stock options granted to purchase common shares exercisable | share | 75,000 | 100,000 | 1,940,000 | 515,000 | ||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.33 | $ 2.80 | $ 2.80 | $ 0.65 | ||||||||||||||||||||||||||||||
Expected life (years) | Year | 3 | 3 | 2 | 3 | 3 | 3 | ||||||||||||||||||||||||||||
Expected volatility | 100.00% | 100.00% | 100.00% | 111.61% | 111.61% | 111.61% | 357.00% | |||||||||||||||||||||||||||
Risk free interest rate | 1.48% | 1.82% | 1.46% | 1.91% | 1.91% | 1.87% | 1.57% | |||||||||||||||||||||||||||
Expected dividend yield rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||
Shares issued - option exercises | $ | $ 39,028 | $ 49,991 | ||||||||||||||||||||||||||||||||
Options transferred from reserves to share capital | $ | 38,952 | |||||||||||||||||||||||||||||||||
Shares issued - partial settlement of EFF share payment note | $ | $ 368,688 | $ 832,162 | ||||||||||||||||||||||||||||||||
Shares issued - partial settlement of EFF share payment note (shares) | 368,688 | 940,810 | ||||||||||||||||||||||||||||||||
Expiration period of stock options granted | 3 and 5 year | |||||||||||||||||||||||||||||||||
Share capital | ||||||||||||||||||||||||||||||||||
Shares issued - private placement financing | $ 7,713,500 | $ 5,205,000 | $ 910,000 | $ 4,895,379 | $ 669,140 | |||||||||||||||||||||||||||||
Shares issued - private placement financing (shares) | 5,589,493 | 2,082,000 | 3,640,000 | |||||||||||||||||||||||||||||||
Shares issued under private placement financing per shares | $ / shares | $ 1.38 | $ 2.50 | $ 0.25 | |||||||||||||||||||||||||||||||
Shares issued - to settle aged payables | $ 110,000 | $ 90,000 | 65,192 | |||||||||||||||||||||||||||||||
Shares issued - to settle aged payables (shares) | 50,000 | 360,000 | ||||||||||||||||||||||||||||||||
Shares issued - conversion of debentures | $ | $ 4,539,991 | $ 25,479,998 | $ 669,140 | |||||||||||||||||||||||||||||||
Shares issued - conversion of debentures (shares) | 36,850,000 | |||||||||||||||||||||||||||||||||
Number of bonus shares issued to convertible debenture subscription agreement | 3,350,000 | |||||||||||||||||||||||||||||||||
Amount of private placement transaction cost | $ | $ 11,532 | |||||||||||||||||||||||||||||||||
Shares issued on exercise of warrants (Shares) | 2,750 | 915,545 | ||||||||||||||||||||||||||||||||
Shares issued - option exercises (shares) | 100,000 | 80,000 | ||||||||||||||||||||||||||||||||
Shares issued - conversion of promissory note (shares) | 977,479 | |||||||||||||||||||||||||||||||||
Number of shares issued on conversion of debentures | 8,016,389 | |||||||||||||||||||||||||||||||||
Shares issued - settle share payment note (Shares) | 940,810 | |||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies | $ | $ 3,796,815 | |||||||||||||||||||||||||||||||||
Exercise price of warrant issued | $ / shares | $ 1.83 | $ 5 | ||||||||||||||||||||||||||||||||
Shares issued - option exercises | $ | 77,980 | $ 99,782 | ||||||||||||||||||||||||||||||||
Shares issued - partial settlement of EFF share payment note | $ | $ 368,688 | |||||||||||||||||||||||||||||||||
Shares issued - partial settlement of EFF share payment note (shares) | 368,688 | |||||||||||||||||||||||||||||||||
ECO FIRMA FARMS | ||||||||||||||||||||||||||||||||||
Share payment note | $ | $ 1,905,635 | |||||||||||||||||||||||||||||||||
Number of instruments or interests issued or issuable | share | 2,142,000 | |||||||||||||||||||||||||||||||||
Number of shares issued pursuant to promissory note payable commitment | 676,193 | |||||||||||||||||||||||||||||||||
Silver State | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 12,500,000 | |||||||||||||||||||||||||||||||||
Silver State | Share capital | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 12,500,000 | |||||||||||||||||||||||||||||||||
Phantom Farms | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 2,670,000 | |||||||||||||||||||||||||||||||||
Phantom Farms | Share capital | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 2,670,000 | |||||||||||||||||||||||||||||||||
Swell Companies Limited ("Swell") | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 8,281,905 | |||||||||||||||||||||||||||||||||
Number of instruments or interests issued or issuable | share | 7,015,238 | 1,266,667 | ||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies (shares) | 7,015,238 | |||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies | $ | $ 3,796,815 | |||||||||||||||||||||||||||||||||
EFF building | Share capital | ||||||||||||||||||||||||||||||||||
Shares issued - acquisition (shares) | 3,983,886 | |||||||||||||||||||||||||||||||||
Events after reporting period | Swell Companies Limited ("Swell") | ||||||||||||||||||||||||||||||||||
Number of instruments or interests issued or issuable | share | 7,015,238 | |||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies (shares) | 424,688 | |||||||||||||||||||||||||||||||||
Subsequent shares issued on purchase of Swell Companies | $ | $ 424,688 | |||||||||||||||||||||||||||||||||
Warrants exercise price of 1.38 expiring June 14, 2019 | ||||||||||||||||||||||||||||||||||
Number of warrants issued | $ | 3,350,000 | |||||||||||||||||||||||||||||||||
Exercise price of warrant issued | $ / shares | $ 1.38 | |||||||||||||||||||||||||||||||||
Restricted Stock Unit plan | ||||||||||||||||||||||||||||||||||
Number of stock options granted to purchase common shares exercisable | share | 750,000 | |||||||||||||||||||||||||||||||||
Maximum proportion of common shares outstanding | 10.00% | |||||||||||||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||||||||||
Expected life (years) | Year | 3 | |||||||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||
Expected life (years) | Year | 5 | |||||||||||||||||||||||||||||||||
Exercise price one | ||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||
Exercise price two | ||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | 1.11 | |||||||||||||||||||||||||||||||||
Exercise price three | ||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.38 |
DERIVATIVE LIABILITY (Narrative
DERIVATIVE LIABILITY (Narrative) (Details) | Feb. 04, 2019 | May 24, 2019 |
Phantom Distribution, LLC | ||
DERIVATIVE LIABILITY [Line Items] | ||
Description of vendors "earn out" shares and period | vendors can earn up to 4,500,000 'earn out' shares over a period of seven years | |
Swell Companies Limited ("Swell") | ||
DERIVATIVE LIABILITY [Line Items] | ||
Description of vendors "earn out" shares and period | vendors can earn up to 6,000,000 'earn out' shares over a period of seven years |
Supplemental disclosure with _2
Supplemental disclosure with respect to cash flows (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Interest payments | $ 3,291,295 | $ 483,622 | |
Number of shares issued for non-transferable share purchase warrants | 765,795 | ||
Share purchase warrants issued as finders fees | $ 233,275 | ||
Shares issued for debt settlement (shares) | 360,000 | ||
Shares issued on settlement of loan/debt | $ 65,192 | ||
Shares issued on settlement of loan | $ 83,941 | ||
Shares issued on settlement of loan (shares) | 50,000 | ||
Shares issued on purchase of a building (Shares) | 3,983,886 | ||
Shares issued for purchase of a building | $ 4,136,646 | ||
Shares issued on purchase of Swell Companies (shares) | 1,266,667 | ||
Shares issued on purchase of Swell Companies | $ 1,130,363 | ||
Shares issued on purchase of Swell Companies two (Shares) | 7,015,238 | ||
Shares issued - partial settlement of EFF share payment note (shares) | 368,688 | 940,810 | |
Shares issued - partial settlement of EFF share payment note | $ 368,688 | $ 832,162 | |
Shares issued on upon the conversion of debentures (Shares) | 8,016,388 | 36,850,000 | |
Shares issued on upon the conversion of debentures | $ 4,539,991 | $ 25,479,998 | |
Shares issued on conversion of a portion of a convertible promissory note (Shares) | 977,479 | ||
Shares issued on conversion of a portion of a convertible promissory note | $ 660,647 | ||
Transfer from reserves to share capital on exercise of warrants | 289,159 | ||
Transfer from reserves to share capital on exercise of options | $ 38,952 | ||
Phantom Farms | |||
Shares issued on purchase of a building (Shares) | 2,670,000 | ||
Shares issued on purchase of Phantom Farms | $ 2,507,138 | ||
Swell Companies Limited ("Swell") | |||
Shares issued on purchase of a building (Shares) | 8,281,905 | ||
Shares issued on purchase of Swell Companies (shares) | 1,266,667 | ||
Shares issued on purchase of Swell Companies | $ 1,130,363 | ||
Shares issued on purchase of Swell Companies two (Shares) | 7,015,238 | ||
shares issued on purchase of Swell Companies two | $ 3,796,815 | ||
Silver State acquisition | |||
Shares issued on purchase of a building (Shares) | 12,500,000 | ||
Shares issued on purchase of acquisition | $ 8,951,375 |
FINANCIAL RISK MANAGEMENT (Narr
FINANCIAL RISK MANAGEMENT (Narrative) (Details) | 12 Months Ended |
Jan. 31, 2020USD ($) | |
FINANCIAL RISK MANAGEMENT [abstract] | |
Percentage of change in exchange rate | 1.00% |
Comprehensive loss due to change in exchange rate | $ 32,000 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) | Oct. 10, 2019share | Feb. 06, 2019CAD ($)USD ($)share$ / shares | Jan. 24, 2020share$ / shares | Jan. 31, 2020$ / shares | Jan. 31, 2020USD ($)share | Jan. 31, 2019CAD ($)share$ / shares | Jan. 31, 2019USD ($)share | Jan. 31, 2018CAD ($)share$ / sharesshares | Jan. 31, 2018USD ($)shareshares | Feb. 19, 2020share | Feb. 04, 2019USD ($) |
Disclosure of transactions between related parties [line items] | |||||||||||
Number of options granted | share | 1,020,000 | 710,000 | 100,000 | 1,830,000 | 2,115,000 | 2,115,000 | 515,000 | 515,000 | |||
Exercise price | $ / shares | $ 1.11 | $ 0.80 | $ 1.14 | $ 2.75 | $ 0.65 | ||||||
Share based compensation expense | $ 95,613 | $ 2,824,852 | $ 0 | ||||||||
Shares issued for debt settlement | $ 65,192 | ||||||||||
Number of shares issued for accounts payable and accrued liabilities (in shares) | shares | 360,000 | 360,000 | |||||||||
Exercisable on or before June 25, 2021 | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Number of options granted | share | 965,000 | 965,000 | |||||||||
Exercise price | $ / shares | $ 2.80 | ||||||||||
Share based compensation expense | $ 1,825,245 | ||||||||||
Exercisable on or before June 27, 2021 | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Number of options granted | share | 100,000 | 100,000 | |||||||||
Exercise price | $ / shares | $ 2.80 | ||||||||||
Share based compensation expense | $ 180,818 | ||||||||||
SDP Development Group, LLC ("SDP") | Major business combination | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Number of shares issued in consideration | share | 7,132,041 | ||||||||||
Phantom Farms | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Amount paid to purchase consideration | $ 900,000 | ||||||||||
Consideration transferred, acquisition-date fair value | $ 10,539,260 | ||||||||||
Director | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Number of options granted | 190,000 | ||||||||||
Exercise price | $ / shares | $ 1.11 | ||||||||||
Share based compensation expense | $ 126,113 | ||||||||||
Former CEO | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Shares issued for debt settlement | $ 9,000 | ||||||||||
Number of shares issued for accounts payable and accrued liabilities (in shares) | shares | 36,000 | 36,000 | |||||||||
Former CFO | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Shares issued for debt settlement | $ 12,000 | ||||||||||
Number of shares issued for accounts payable and accrued liabilities (in shares) | shares | 48,000 | 48,000 | |||||||||
Directors and officers | |||||||||||
Disclosure of transactions between related parties [line items] | |||||||||||
Number of options granted | 465,000 | ||||||||||
Exercise price | $ / shares | $ 0.65 | ||||||||||
Convertible debentures face amount | $ 176,670 |
CONTINGENCIES (Narrative) (Deta
CONTINGENCIES (Narrative) (Details) - USD ($) | 1 Months Ended | |
Apr. 29, 2019 | May 30, 2019 | |
Contingencies [abstract] | ||
Litigation settlement statutory claim amount | $ 1,837,500 | |
Contingent shares to be issued | 1,800,000 |
SUBSEQUENT EVENTS - (Narrative)
SUBSEQUENT EVENTS - (Narrative) (Details) | May 24, 2021share | Jul. 01, 2020USD ($) | Feb. 28, 2020USD ($) | Feb. 19, 2020share | Dec. 27, 2019share | May 24, 2019USD ($)share | Jan. 23, 2019USD ($) |
Swell Companies Limited ("Swell") | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Total consideration | $ 18,812,683 | ||||||
Cash consideration paid | $ 5,050,000 | ||||||
Issuance of common shares | share | 7,015,238 | 1,266,667 | |||||
Megawood Enterprises Inc. | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Total consideration | $ 794,888 | ||||||
Cash consideration paid | $ 280,000 | ||||||
Major business combination | Swell Companies Limited ("Swell") | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Total consideration | $ 850,000 | ||||||
Percentage of interest rate on balance payments | 9.50% | ||||||
Issuance of common shares | share | 7,015,238 | ||||||
Major business combination | Megawood Enterprises Inc. | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Cash consideration paid | $ 130,000 | ||||||
Issuance of common shares | 95,849 | ||||||
Major business combination | SDP Development Group, LLC ("SDP") | |||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||
Issuance of common shares | share | 7,132,041 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION - Schedule of wholly owned subsidiaries (Details) | 12 Months Ended |
Jan. 31, 2020 | |
320204 US Holdings Corp. | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
320204 Oregon Holdings Corp. | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
320204 Nevada Holdings Corp. | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
320204 Re Holdings, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
Eco Firma Farms, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis producer |
Silver State Cultivation LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis producer |
Silver State Relief LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis retailer |
Swell Companies LTD | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis processor, distributor |
Megawood Enterprises Inc. | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis retailer |
Phantom Venture Group, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
Phantom Brands, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Holding Company |
Phantom Distribution, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis distributor |
63353 Bend, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis producer |
20727-4 Bend, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Functional Currency | USD |
Principal Activity | Cannabis processor |
4964 BFH, LLC | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Cannabis producer |
Workforce Concepts 21, Inc. | |
Disclosure of subsidiaries [line items] | |
Country of Incorporation | USA |
Percentage Ownership | 100.00% |
Functional Currency | USD |
Principal Activity | Payroll and benefits services |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION - Schedule of useful life of property and equipment (Details) | 12 Months Ended |
Jan. 31, 2020 | |
Buildings | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life of property, plant and equipment | 45 years |
Leasehold improvements | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life of property, plant and equipment | shorter of the life of the improvement or the remaining life of the lease |
Furniture & fixtures | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life of property, plant and equipment | 5 years |
Computer equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life of property, plant and equipment | 3 years |
Machinery & equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Useful life of property, plant and equipment | 2-7 years |
Acquisition of Phantom Farms -
Acquisition of Phantom Farms - Schedule of purchase price and allocation - Phantom Farms (Details) - USD ($) | Jan. 31, 2020 | Feb. 04, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Disclosure of detailed information about business combination [line items] | ||||
Biological assets | $ 1,408,271 | $ 1,870,540 | $ 0 | |
Right-of-use assets | 4,660,688 | 7,744,611 | ||
Lease liability | (5,001,362) | |||
Consideration payable | 846,256 | 1,375,268 | $ 0 | |
Promissory note payable | $ 1,136,065 | $ 1,845,830 | ||
Phantom Farms | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash | $ 13,121 | |||
Receivables | 166,346 | |||
Inventory | 884,113 | |||
Biological assets | 75,499 | |||
Other assets | 52,234 | |||
Property and equipment | 92,501 | |||
Right-of-use assets | 2,251,451 | |||
Lease liability | (2,251,451) | |||
Brand | 622,308 | |||
Customer relationships | 581,616 | |||
Licenses | 156,750 | |||
Goodwill | 8,009,248 | |||
Accounts payable and accrued liabilities | (114,476) | |||
Total assets and liabilities acquired | 10,539,260 | |||
Cash deposits on closing date | 3,200,000 | |||
Common shares issued | 2,507,138 | |||
Stock warrants issued | 793,745 | |||
Consideration payable | 3,748,377 | |||
Promissory note payable | 290,000 | |||
Total consideration | $ 10,539,260 |
Acquisition of Swell Companie_3
Acquisition of Swell Companies - Schedule of purchase price and allocation - Swell Companies (Details) - USD ($) | Jan. 31, 2020 | May 25, 2019 | May 24, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Disclosure of detailed information about business combination [line items] | |||||
Right-of-use assets | $ 4,660,688 | $ 7,744,611 | |||
Lease liability | (5,001,362) | ||||
Convertible promissory note | 1,136,065 | 1,845,830 | |||
Consideration payable | $ 846,256 | $ 1,375,268 | $ 0 | ||
Swell Companies Limited ("Swell") | |||||
Disclosure of detailed information about business combination [line items] | |||||
Cash | $ 173,422 | ||||
Receivables | 160,801 | ||||
Inventory | 2,069,349 | ||||
Other assets | 13,565 | ||||
Property and equipment | 1,152,519 | ||||
Right-of-use assets | 611,890 | ||||
Lease liability | (611,890) | ||||
Brand | 709,496 | ||||
Customer relationships | 592,852 | ||||
Licenses | 915,000 | ||||
Goodwill | 13,676,649 | ||||
Accounts payable and accrued liabilities | (650,970) | ||||
Total assets and liabilities acquired | 18,812,683 | ||||
Cash deposits and notes receivable | 5,050,000 | ||||
Convertible promissory note | 1,000,000 | ||||
Liabilities assumed | 1,070,907 | ||||
Common shares issued | 1,130,363 | ||||
Stock warrants issued | 786,284 | ||||
Consideration payable | $ 846,256 | 9,775,129 | |||
Total consideration | $ 18,812,683 |
ACQUISITION OF SILVER STATE - S
ACQUISITION OF SILVER STATE - Schedule of purchase price and allocation - SILVER STATE (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 01, 2019 | Jan. 31, 2018 |
Disclosure of detailed information about business combination [line items] | ||||
Balance | $ 1,408,271 | $ 1,870,540 | $ 0 | |
Right-of-use assets | 4,660,688 | 7,744,611 | ||
Lease liability | (5,001,362) | |||
Consideration payable | 846,256 | 1,375,268 | $ 0 | |
Promissory note payable | $ 1,136,065 | $ 1,845,830 | ||
Silver State acquisition | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash | $ 417,453 | |||
Inventory | 5,903,468 | |||
Balance | 2,113,917 | |||
Other assets | 16,085 | |||
Property and equipment | 569,518 | |||
Right-of-use assets | 3,950,682 | |||
Lease liability | (3,857,682) | |||
Customer relationships | 1,540,447 | |||
Dispensary license | 11,790,274 | |||
Cultivation license | 100,000 | |||
Goodwill | 28,541,323 | |||
Accounts payable and accrued liabilities | (1,980,437) | |||
Cash deposits on closing date | 9,009,800 | |||
Consideration payable | 1,143,873 | |||
Promissory note payable | 30,000,000 | |||
Common shares issued | 8,951,375 | |||
Total consideration | $ 49,105,048 |
ACQUISITION OF MEGAWOOD ENTER_4
ACQUISITION OF MEGAWOOD ENTERPRISES - Schedule of purchase price and allocation - MEGAWOOD ENTERPRISES (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 23, 2019 | Jan. 31, 2018 |
Disclosure of detailed information about business combination [line items] | ||||
Right-of-use assets | $ 4,660,688 | $ 7,744,611 | ||
Lease liability | (5,001,362) | |||
Consideration payable | 846,256 | 1,375,268 | $ 0 | |
Convertible promissory note | $ 1,136,065 | $ 1,845,830 | ||
Megawood Enterprises Inc. | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash | $ 38,570 | |||
Inventory | 46,162 | |||
Other assets | 10,705 | |||
Property and equipment | 40,983 | |||
Right-of-use assets | 221,007 | |||
Lease liability | (221,007) | |||
Dispensary license | 50,000 | |||
Goodwill | 689,328 | |||
Accounts payable and accrued liabilities | (80,860) | |||
Total assets and liabilities acquired | 794,888 | |||
Cash consideration paid | 280,000 | |||
Consideration payable | 231,395 | |||
Convertible promissory note | 175,000 | |||
Advances to vendor cancelled upon closing | 138,605 | |||
Closing working capital deficit receivable | (30,112) | |||
Total consideration | $ 794,888 |
ACQUISITION OF ECO FIRMA FARM_3
ACQUISITION OF ECO FIRMA FARMS - Schedule of purchase price and allocation - ECO FIRMA FARMS (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jun. 13, 2018 | Jan. 31, 2018 |
Disclosure of detailed information about business combination [line items] | ||||
Biological assets | $ 1,408,271 | $ 1,870,540 | $ 0 | |
Right-of-use assets | 4,660,688 | 7,744,611 | ||
Lease liability | (5,001,362) | |||
Convertible promissory note | $ 1,136,065 | $ 1,845,830 | ||
ECO FIRMA FARMS | ||||
Disclosure of detailed information about business combination [line items] | ||||
Cash | $ 65,572 | |||
Receivables | 122,840 | |||
Inventory | 723,170 | |||
Biological assets | 184,617 | |||
Other assets | 70,120 | |||
Property and equipment | 1,736,628 | |||
Right-of-use assets | 3,689,418 | |||
Lease liability | (3,689,418) | |||
Cultivation license | 120,000 | |||
Goodwill | 5,160,741 | |||
Accounts payable and accrued liabilities | (334,004) | |||
Total assets and liabilities acquired | 7,849,684 | |||
Liabilities assumed | 3,944,049 | |||
Convertible promissory note | 2,000,000 | |||
Share payment note | 1,905,635 | |||
Total consideration | $ 7,849,684 |
RECEIVABLES - Schedule of recei
RECEIVABLES - Schedule of receivables (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
RECEIVABLES [abstract] | |||
Taxes receivable | $ 22,014 | $ 65,476 | $ 12,138 |
Trade receivable | 423,083 | 69,692 | 0 |
Allowance for doubtful accounts | (1,975) | (55,215) | 0 |
RECEIVABLES | $ 443,122 | $ 79,953 | $ 12,138 |
BIOLOGICAL ASSETS - Schedule of
BIOLOGICAL ASSETS - Schedule of biological assets (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
BIOLOGICAL ASSETS [abstract] | ||
Biological assets at beginning of period | $ 1,870,540 | $ 0 |
Acquired biological assets | 75,499 | 2,298,534 |
Fair value adjustment on biological assets | 1,243,340 | (278,920) |
Increase in biological assets due to capitalized costs | 7,615,455 | 1,751,906 |
Transferred to inventory upon harvest | (9,396,563) | (1,900,980) |
Biological assets at end of period | $ 1,408,271 | $ 1,870,540 |
BIOLOGICAL ASSETS - Schedule _2
BIOLOGICAL ASSETS - Schedule of unobservable inputs, biological assets (Details) | 12 Months Ended | |
Jan. 31, 2020USD ($)$ / gram | Jan. 31, 2019USD ($) | |
Increase 5% | $1.99 to $5.29 | ||
Disclosure of detailed information about biological assets [line items] | ||
Effect on fair value of assets | $ | $ 71,297 | $ 12,001 |
Increase 5% | 45.36 to 1,696.43 | ||
Disclosure of detailed information about biological assets [line items] | ||
Effect on fair value of assets | $ | 70,423 | 91,756 |
Decrease 5% | $1.99 to $5.29 | ||
Disclosure of detailed information about biological assets [line items] | ||
Effect on fair value of assets | $ | (71,658) | (9,200) |
Decrease 5% | 45.36 to 1,696.43 | ||
Disclosure of detailed information about biological assets [line items] | ||
Effect on fair value of assets | $ | $ (70,423) | $ (91,756) |
Minimum | $1.99 to $5.29 | ||
Disclosure of detailed information about biological assets [line items] | ||
Selling price per gram | $ / gram | 1.99 | |
Minimum | 45.36 to 1,696.43 | ||
Disclosure of detailed information about biological assets [line items] | ||
Estimated yield per cannabis plant | $ / gram | 45.36 | |
Maximum | $1.99 to $5.29 | ||
Disclosure of detailed information about biological assets [line items] | ||
Selling price per gram | $ / gram | 5.29 | |
Maximum | 45.36 to 1,696.43 | ||
Disclosure of detailed information about biological assets [line items] | ||
Estimated yield per cannabis plant | $ / gram | 1,696.43 |
INVENTORY - Schedule of invento
INVENTORY - Schedule of inventories (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
INVENTORY [abstract] | |||
Finished goods | $ 3,878,754 | $ 2,283,439 | $ 0 |
Work in progress | 2,313,089 | 4,575,595 | 0 |
Inventory | $ 6,191,843 | $ 6,859,034 | $ 0 |
NOTES RECEIVABLE AND DEPOSITS -
NOTES RECEIVABLE AND DEPOSITS - Schedule of note receivable and deposits (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
NOTES RECEIVABLE AND DEPOSITS [abstract] | |||
Promissory notes receivable | $ 0 | $ 5,345,000 | $ 0 |
Deposit on acquisition | 0 | 900,000 | 0 |
Accrued interest receivable | 0 | 216,897 | 0 |
Additional advances | 0 | 14,618 | 0 |
Notes receivable and deposits | $ 0 | $ 6,476,515 | $ 0 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | $ 2,082,010 | ||
Depreciation expense | (699,400) | $ (383,098) | |
Impairment | (4,139,522) | ||
Ending Balance | 3,834,131 | 2,082,010 | |
Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 2,465,108 | 0 | |
Assets from acquisition | 1,245,020 | 2,347,129 | |
Additions | 5,346,023 | 208,079 | |
Disposals | (90,100) | ||
Impairment | (4,139,522) | ||
Ending Balance | 4,916,629 | 2,465,108 | 0 |
Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | (383,098) | 0 | |
Depreciation expense | (699,400) | (383,098) | |
Ending Balance | (1,082,498) | (383,098) | 0 |
Land and building | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 0 | ||
Ending Balance | 1,241,988 | 0 | |
Land and building | Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 0 | 0 | |
Assets from acquisition | 0 | 0 | |
Additions | 4,675,389 | 0 | |
Disposals | 0 | ||
Impairment | (3,305,176) | ||
Ending Balance | 1,370,213 | 0 | 0 |
Land and building | Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 0 | 0 | |
Depreciation expense | (128,225) | 0 | |
Ending Balance | (128,225) | 0 | 0 |
Leasehold improvements | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 1,158,212 | ||
Ending Balance | 855,052 | 1,158,212 | |
Leasehold improvements | Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 1,459,795 | 0 | |
Assets from acquisition | 522,279 | 1,352,393 | |
Additions | 97,956 | 107,402 | |
Disposals | 0 | ||
Impairment | (709,064) | ||
Ending Balance | 1,370,966 | 1,459,795 | 0 |
Leasehold improvements | Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | (301,583) | 0 | |
Depreciation expense | (214,331) | (301,583) | |
Ending Balance | (515,914) | (301,583) | 0 |
Furniture & fixtures | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 413,790 | ||
Ending Balance | 262,579 | 413,790 | |
Furniture & fixtures | Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 478,864 | 0 | |
Assets from acquisition | 50,388 | 416,609 | |
Additions | 12,350 | 62,255 | |
Disposals | 0 | ||
Impairment | (125,282) | ||
Ending Balance | 416,320 | 478,864 | 0 |
Furniture & fixtures | Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | (65,074) | 0 | |
Depreciation expense | (88,667) | (65,074) | |
Ending Balance | (153,741) | (65,074) | 0 |
Computer equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 89,166 | ||
Ending Balance | 62,688 | 89,166 | |
Computer equipment | Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 96,785 | 0 | |
Assets from acquisition | 25,846 | 66,358 | |
Additions | 0 | 30,427 | |
Disposals | 0 | ||
Impairment | 0 | ||
Ending Balance | 122,631 | 96,785 | 0 |
Computer equipment | Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | (7,619) | 0 | |
Depreciation expense | (52,324) | (7,619) | |
Ending Balance | (59,943) | (7,619) | 0 |
Machinery & equipment | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 420,842 | ||
Ending Balance | 1,411,824 | 420,842 | |
Machinery & equipment | Cost | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | 429,664 | 0 | |
Assets from acquisition | 646,507 | 511,769 | |
Additions | 560,328 | 7,995 | |
Disposals | (90,100) | ||
Impairment | 0 | ||
Ending Balance | 1,636,499 | 429,664 | 0 |
Machinery & equipment | Accumulated Depreciation | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Beginning Balance | (8,822) | 0 | |
Depreciation expense | (215,853) | (8,822) | |
Ending Balance | $ (224,675) | $ (8,822) | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of intangible assets (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | $ 13,368,580 | |
Ending Balance | 12,704,626 | $ 13,368,580 |
Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 13,608,504 | 0 |
Additions from acquisitions | 3,578,022 | 13,608,504 |
Impairment of intangibles | (1,536,260) | |
Ending Balance | 15,650,266 | 13,608,504 |
Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | (239,924) | 0 |
Amortization expense | (2,705,716) | (239,924) |
Ending Balance | (2,945,640) | (239,924) |
Licenses [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 11,846,103 | |
Ending Balance | 10,261,176 | 11,846,103 |
Licenses [Member] | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 12,060,274 | 0 |
Additions from acquisitions | 1,071,750 | 12,060,274 |
Impairment of intangibles | (428,626) | |
Ending Balance | 12,703,398 | 12,060,274 |
Licenses [Member] | Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | (214,171) | 0 |
Amortization expense | (2,228,051) | (214,171) |
Ending Balance | (2,442,222) | (214,171) |
Branding [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 0 | |
Ending Balance | 906,750 | 0 |
Branding [Member] | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 0 | 0 |
Additions from acquisitions | 1,331,804 | 0 |
Impairment of intangibles | (391,759) | |
Ending Balance | 940,045 | 0 |
Branding [Member] | Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 0 | 0 |
Amortization expense | (33,295) | 0 |
Ending Balance | (33,295) | 0 |
Customer relationships | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 1,514,773 | |
Ending Balance | 1,529,725 | 1,514,773 |
Customer relationships | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 1,540,447 | 0 |
Additions from acquisitions | 1,174,468 | 1,540,447 |
Impairment of intangibles | (715,875) | |
Ending Balance | 1,999,040 | 1,540,447 |
Customer relationships | Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | (25,674) | 0 |
Amortization expense | (443,641) | (25,674) |
Ending Balance | (469,315) | (25,674) |
Start up costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 7,704 | |
Ending Balance | 6,975 | 7,704 |
Start up costs | Cost | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | 7,783 | 0 |
Additions from acquisitions | 0 | 7,783 |
Impairment of intangibles | 0 | |
Ending Balance | 7,783 | 7,783 |
Start up costs | Accumulated Amortization | ||
Disclosure of detailed information about intangible assets [line items] | ||
Beginning Balance | (79) | 0 |
Amortization expense | (729) | (79) |
Ending Balance | $ (808) | $ (79) |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of goodwill (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Disclosure of detailed information about intangible assets [line items] | ||
Balance | $ 29,230,651 | $ 0 |
Additions from acquisitions | 21,685,897 | 34,391,392 |
Impairment of Goodwill | (22,375,225) | (5,160,741) |
Balance | 28,541,323 | 29,230,651 |
Eco Firma Farms, LLC | ||
Disclosure of detailed information about intangible assets [line items] | ||
Balance | 0 | 0 |
Additions from acquisitions | 0 | 5,160,741 |
Impairment of Goodwill | 0 | (5,160,741) |
Balance | 0 | 0 |
Phantom Farms | ||
Disclosure of detailed information about intangible assets [line items] | ||
Balance | 0 | 0 |
Additions from acquisitions | 8,009,248 | 0 |
Impairment of Goodwill | (8,009,248) | 0 |
Balance | 0 | 0 |
Silver State Companies | ||
Disclosure of detailed information about intangible assets [line items] | ||
Balance | 28,541,323 | 0 |
Additions from acquisitions | 0 | 28,541,323 |
Impairment of Goodwill | 0 | 0 |
Balance | 28,541,323 | 28,541,323 |
Megawood Enterprises Inc [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Balance | 689,328 | 0 |
Additions from acquisitions | 0 | 689,328 |
Impairment of Goodwill | (689,328) | 0 |
Balance | 0 | 689,328 |
Swell Companies | ||
Disclosure of detailed information about intangible assets [line items] | ||
Balance | 0 | |
Additions from acquisitions | 13,676,649 | 0 |
Impairment of Goodwill | (13,676,649) | $ 0 |
Balance | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Schedule of accounts payable and accrued liabilities (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [abstract] | |||
Accounts payable | $ 1,136,955 | $ 1,398,196 | $ 85,014 |
Accrued liabilities | 1,449,286 | 3,297,310 | 44,796 |
Interest payable | 902,033 | 285,610 | 22,358 |
Accounts payable and accrued liabilities | $ 3,488,274 | $ 4,981,116 | $ 152,168 |
LEASE LIABILITIES and right-o_4
LEASE LIABILITIES and right-of-use assets - Schedule of lease as defined by IFRS 16 (Details) | 12 Months Ended |
Jan. 31, 2020 | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Swell Companies, LTD | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Silver State Cultivation LLC | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Silver State Relief LLC (Sparks) | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Silver State Relief LLC (Fernley) | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Megawood Enterprises Inc [Member] | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
Phantom Distribution, LLC | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
63353 Bend, LLC | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
20727-4 Bend, LLC | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
4964 BFH, LLC | Land and building | |
Lease Liabilities And Right Of Use Assets [Line Items] | |
Useful life | 5 years |
LEASE LIABILITIES and right-o_5
LEASE LIABILITIES and right-of-use assets - Schedule of financial statement effects concerning lease liabilities (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Disclosure of maturity analysis of operating lease payments [line items] | ||
Total undiscounted lease liabilities | $ 6,604,464 | |
Lease liabilities included in the statement of financial position | ||
Current | 1,131,149 | $ 4,421,265 |
Non-current | 3,870,211 | $ 3,486,700 |
Total lease liabilities | 5,001,362 | |
Amounts recognized in profit or loss | ||
Interest on lease liabilities | 566,820 | |
Total cash outflow for leases | 1,758,391 | |
Less than one year | ||
Disclosure of maturity analysis of operating lease payments [line items] | ||
Total undiscounted lease liabilities | 1,701,024 | |
Lease liabilities included in the statement of financial position | ||
Total lease liabilities | 1,701,024 | |
One to five years | ||
Disclosure of maturity analysis of operating lease payments [line items] | ||
Total undiscounted lease liabilities | $ 4,903,437 |
LEASE LIABILITIES and right-o_6
LEASE LIABILITIES and right-of-use assets - Schedule of financial statement effects concerning right-of-use assets (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Lease Liabilities And Right Of Use Assets [Line Items] | ||
Beginning Balance | $ 7,744,611 | |
Ending Balance | 4,660,688 | $ 7,744,611 |
Cost | ||
Lease Liabilities And Right Of Use Assets [Line Items] | ||
Beginning Balance | 7,861,107 | 0 |
Right-of-use additions | 3,386,237 | 7,861,107 |
Adjustment | (927,300) | |
Disposal | (4,197,087) | |
Ending Balance | 6,122,957 | 7,861,107 |
Accumulated Amortization | ||
Lease Liabilities And Right Of Use Assets [Line Items] | ||
Beginning Balance | (116,496) | 0 |
Disposal | 230,685 | |
Amortization expense | (1,576,459) | (116,496) |
Ending Balance | $ (1,462,270) | $ (116,496) |
Long term debt (Details)
Long term debt (Details) | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Long term debt [Line Items] | |
Beginning Balance | $ 0 |
Assumed in PP&E acquisitions | 699,757 |
Payments | (79,421) |
Ending Balance | 620,336 |
Current portion | 126,119 |
Long-term portion | 494,217 |
Mortgage on building | |
Long term debt [Line Items] | |
Beginning Balance | 0 |
Assumed in PP&E acquisitions | 513,294 |
Payments | (16,910) |
Ending Balance | 496,384 |
Current portion | 23,707 |
Long-term portion | 472,677 |
Equipment and Vehicle loans | |
Long term debt [Line Items] | |
Beginning Balance | 0 |
Assumed in PP&E acquisitions | 186,463 |
Payments | (62,511) |
Ending Balance | 123,952 |
Current portion | 102,412 |
Long-term portion | $ 21,540 |
CONVERTIBLE DEBENTURES AND PR_4
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - Schedule of convertible debentures (Details) | 12 Months Ended | ||
Jan. 31, 2020USD ($) | Jan. 31, 2019CAD ($) | Jan. 31, 2019USD ($) | |
Convertible Debentures And Promissory Notes [Line Items] | |||
Balance | $ 10,159,653 | $ 0 | |
Issued | 653,632 | 37,154,529 | |
Equity portion | (2,958,335) | ||
Conversion | (4,539,991) | (22,521,663) | |
Transaction Costs | (1,958,477) | ||
Foreign exchange gain | 75,721 | ||
Interest | 881,746 | ||
Accretion Expense | 357,049 | 928,362 | |
Interest paid | (720,555) | (484,763) | |
Balance | 6,867,255 | 10,159,653 | |
Current portion | 6,867,255 | ||
Long-term portion | 0 | 10,159,653 | |
March 26, 2018 issuance | |||
Convertible Debentures And Promissory Notes [Line Items] | |||
Balance | 0 | 0 | |
Issued | 0 | 25,996,000 | |
Equity portion | (2,958,335) | ||
Conversion | 0 | (22,521,663) | |
Transaction Costs | $ (1,209,112) | (938,271) | |
Foreign exchange gain | 0 | ||
Interest | 0 | ||
Accretion Expense | 0 | 875,225 | |
Interest paid | 0 | (452,956) | |
Balance | 0 | 0 | |
Current portion | 0 | ||
Long-term portion | 0 | ||
December 31, 2018 issuance | |||
Convertible Debentures And Promissory Notes [Line Items] | |||
Balance | 3,181,800 | 0 | |
Issued | 265,146 | 3,711,179 | |
Equity portion | 0 | ||
Conversion | (1,546,384) | 0 | |
Transaction Costs | (664,001) | (550,709) | |
Foreign exchange gain | 8,318 | ||
Interest | 322,348 | ||
Accretion Expense | 186,664 | 53,137 | |
Interest paid | (268,503) | (31,807) | |
Balance | 2,149,389 | 3,181,800 | |
Current portion | 2,149,389 | ||
Long-term portion | 0 | ||
January 30, 2019 issuance | |||
Convertible Debentures And Promissory Notes [Line Items] | |||
Balance | 6,977,853 | 0 | |
Issued | 388,486 | 7,447,350 | |
Equity portion | 0 | ||
Conversion | (2,993,607) | 0 | |
Transaction Costs | $ (619,389) | (469,497) | |
Foreign exchange gain | 67,403 | ||
Interest | 559,398 | ||
Accretion Expense | 170,385 | 0 | |
Interest paid | (452,052) | 0 | |
Balance | 4,717,866 | $ 6,977,853 | |
Current portion | 4,717,866 | ||
Long-term portion | $ 0 |
CONVERTIBLE DEBENTURES AND PR_5
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - Schedule of convertible promissory notes (Details) - USD ($) | Feb. 04, 2019 | Jun. 13, 2018 | May 24, 2019 | Jan. 23, 2019 | Jan. 31, 2020 | Jan. 31, 2019 |
Convertible Debentures And Promissory Notes [Line Items] | ||||||
Balance | $ 1,845,830 | $ 0 | ||||
Issued | 1,000,000 | 2,175,000 | ||||
Derivative liabilities | $ (3,748,377) | $ (393,010) | $ (4,707,370) | $ 0 | (393,010) | |
Conversion | (660,647) | |||||
Interest | 117,641 | |||||
Accretion Expense | 77,282 | 63,840 | ||||
Balance | 2,380,106 | 1,845,830 | ||||
Current portion | 1,244,041 | |||||
Long-term portion | 1,136,065 | 1,845,830 | ||||
June 13, 2018 issuance | ||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||
Balance | 1,670,830 | 0 | ||||
Issued | 0 | 2,000,000 | ||||
Derivative liabilities | (393,010) | |||||
Conversion | (660,647) | |||||
Interest | 48,600 | |||||
Accretion Expense | 77,282 | 63,840 | ||||
Balance | 1,136,065 | 1,670,830 | ||||
Current portion | 0 | |||||
Long-term portion | 1,136,065 | |||||
January 23, 2019 issuance | ||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||
Balance | 175,000 | 0 | ||||
Issued | 0 | 175,000 | ||||
Derivative liabilities | 0 | |||||
Conversion | 0 | |||||
Interest | 0 | |||||
Accretion Expense | 0 | 0 | ||||
Balance | 175,000 | 175,000 | ||||
Current portion | 175,000 | |||||
Long-term portion | 0 | |||||
May 24, 2019 issuance | ||||||
Convertible Debentures And Promissory Notes [Line Items] | ||||||
Balance | 0 | 0 | ||||
Issued | 1,000,000 | 0 | ||||
Derivative liabilities | 0 | |||||
Conversion | 0 | |||||
Interest | 69,041 | |||||
Accretion Expense | 0 | 0 | ||||
Balance | 1,069,041 | $ 0 | ||||
Current portion | 1,069,041 | |||||
Long-term portion | $ 0 |
CONVERTIBLE DEBENTURES AND PR_6
CONVERTIBLE DEBENTURES AND PROMISSORY NOTES - Schedule of promissory notes (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Convertible Debentures And Promissory Notes [Line Items] | ||
Balance | $ 30,000,000 | $ 0 |
Issued | 290,000 | 30,000,000 |
Payments | (9,090,000) | 0 |
Balance | 21,200,000 | 30,000,000 |
Current portion | 21,200,000 | |
Long-term portion | 0 | |
January 1, 2019 issuance | ||
Convertible Debentures And Promissory Notes [Line Items] | ||
Balance | 30,000,000 | 0 |
Issued | 0 | 30,000,000 |
Payments | (8,800,000) | 0 |
Balance | 21,200,000 | 30,000,000 |
Current portion | 21,200,000 | |
Long-term portion | 0 | |
February 4, 2019 issuance | ||
Convertible Debentures And Promissory Notes [Line Items] | ||
Balance | 0 | 0 |
Issued | 290,000 | 0 |
Payments | (290,000) | 0 |
Balance | 0 | $ 0 |
Current portion | 0 | |
Long-term portion | $ 0 |
SHARE CAPITAL AND RESERVES - Sc
SHARE CAPITAL AND RESERVES - Schedule of share capital (Details) | Jun. 12, 2019shares | May 10, 2019shares | Feb. 07, 2019shares | Feb. 04, 2019shares | Jan. 15, 2019shares | Jul. 06, 2018CAD ($)shares | May 28, 2019CAD ($)shares | Jan. 25, 2019shares | Aug. 22, 2018shares | Jul. 31, 2018shares | Jul. 19, 2018CAD ($)shares | Jun. 18, 2018shares | May 30, 2017CAD ($)shares | Jan. 31, 2020USD ($)shares | Jan. 31, 2019USD ($)shares | Jan. 31, 2018USD ($)shares |
Beginning Balance | $ | $ 21,086,613 | $ 70,195 | $ (355,610) | |||||||||||||
Beginning Balance (shares) | 58,505,255 | 5,979,695 | 1,979,695 | |||||||||||||
Shares issued - acquisition (shares) | 3,983,886 | |||||||||||||||
Shares issued - conversion of promissory note (shares) | 977,479 | |||||||||||||||
Shares issued - warrant exercises | $ | $ 729,589 | $ 2,113 | ||||||||||||||
Shares issued - warrant exercises (shares) | 915,545 | 2,750 | ||||||||||||||
Shares issued - option exercises | $ | $ 39,028 | $ 49,991 | ||||||||||||||
Shares issued - option exercises (shares) | 80,000 | 100,000 | ||||||||||||||
Shares issued - partial settlement of EFF share payment note | $ | $ 368,688 | $ 832,162 | ||||||||||||||
Shares issued - partial settlement of EFF share payment note (shares) | 368,688 | 940,810 | ||||||||||||||
Shares issued - private placement financing | $ | $ 699,140 | |||||||||||||||
Shares issued - private placement financing (shares) | 3,640,000 | |||||||||||||||
Units issued for cash, net | $ | $ 5,723,455 | |||||||||||||||
Units issued for cash, net (shares) | 5,589,493 | |||||||||||||||
Shares issued for cash, net | $ | $ 3,919,162 | |||||||||||||||
Shares issued for cash, net (shares) | 2,082,000 | |||||||||||||||
Shares issued - conversion of debentures (shares) | 36,850,000 | 3,640,000 | ||||||||||||||
Shares issued - conversion of debentures (shares) | 8,016,388 | |||||||||||||||
Shares issued - to settle aged payables | $ | $ 65,192 | |||||||||||||||
Shares issued - to settle aged payables | $ | $ 83,941 | |||||||||||||||
Shares issued - to settle aged payables (shares) | 360,000 | |||||||||||||||
Shares issued - to settle aged payables (in shares) | 50,000 | |||||||||||||||
Shares issued - settle share payment note (Shares) | 940,810 | |||||||||||||||
Share issue costs | $ | $ (28,110) | |||||||||||||||
Ending balance | $ | $ 13,579,554 | $ 21,086,613 | $ 70,195 | |||||||||||||
Ending Balance (shares) | 89,388,639 | 58,505,255 | 5,979,695 | |||||||||||||
Silver State | ||||||||||||||||
Shares issued - acquisition | $ | $ 8,951,375 | |||||||||||||||
Shares issued - acquisition (shares) | 12,500,000 | |||||||||||||||
Phantom Farms | ||||||||||||||||
Shares issued - acquisition (shares) | 2,670,000 | |||||||||||||||
Swell Companies LTD | ||||||||||||||||
Shares issued - acquisition (shares) | 8,281,905 | |||||||||||||||
Share capital | ||||||||||||||||
Beginning Balance | $ | $ 52,923,983 | $ 13,554,610 | $ 12,820,278 | |||||||||||||
Shares issued - conversion of promissory note | $ | 660,647 | |||||||||||||||
Shares issued - conversion of promissory note (shares) | 977,479 | |||||||||||||||
Shares issued - warrant exercises | $ | $ 1,018,748 | 2,953 | ||||||||||||||
Shares issued - warrant exercises (shares) | 2,750 | 915,545 | ||||||||||||||
Shares issued - option exercises | $ | $ 77,980 | 99,782 | ||||||||||||||
Shares issued - option exercises (shares) | 100,000 | 80,000 | ||||||||||||||
Shares issued - partial settlement of EFF share payment note | $ | $ 368,688 | |||||||||||||||
Shares issued - partial settlement of EFF share payment note (shares) | 368,688 | |||||||||||||||
Shares issued - private placement financing | $ 7,713,500 | $ 5,205,000 | $ 910,000 | 4,895,379 | 669,140 | |||||||||||
Shares issued - private placement financing (shares) | 5,589,493 | 2,082,000 | 3,640,000 | |||||||||||||
Units issued for cash, net | $ | 4,895,379 | |||||||||||||||
Shares issued for cash, net | $ | 3,919,162 | |||||||||||||||
Shares issued - conversion of debentures | $ | 4,539,991 | 25,479,998 | 669,140 | |||||||||||||
Shares issued - conversion of debentures (shares) | 36,850,000 | |||||||||||||||
Shares issued - to settle aged payables | $ 110,000 | $ 90,000 | 65,192 | |||||||||||||
Shares issued - to settle aged payables | $ | 83,941 | |||||||||||||||
Shares issued - to settle aged payables (shares) | 50,000 | 360,000 | ||||||||||||||
Shares issued - settle share payment note | $ | 832,162 | |||||||||||||||
Shares issued - settle share payment note (Shares) | 940,810 | |||||||||||||||
Share issue costs | $ | (28,110) | |||||||||||||||
Ending balance | $ | 76,028,268 | 52,923,983 | $ 13,554,610 | |||||||||||||
Share capital | Silver State | ||||||||||||||||
Shares issued - acquisition | $ | $ 8,951,375 | |||||||||||||||
Shares issued - acquisition (shares) | 12,500,000 | |||||||||||||||
Share capital | Phantom Farms | ||||||||||||||||
Shares issued - acquisition | $ | 2,507,138 | |||||||||||||||
Shares issued - acquisition (shares) | 2,670,000 | |||||||||||||||
Share capital | Swell Companies LTD | ||||||||||||||||
Shares issued - acquisition | $ | 4,927,178 | |||||||||||||||
Share capital | EFF building | ||||||||||||||||
Shares issued - acquisition | $ | $ 4,136,646 | |||||||||||||||
Shares issued - acquisition (shares) | 3,983,886 |
SHARE CAPITAL AND RESERVES - _2
SHARE CAPITAL AND RESERVES - Schedule of warrant activity (Details) | 12 Months Ended | |
Jan. 31, 2020share$ / shares | Jan. 31, 2019share$ / shares | |
Disclosure of warrant activity [Line Items] | ||
Outstanding, beginning of period | share | 5,154,045 | 0 |
Outstanding, beginning of period, weighted average exercise price | $ / shares | $ 2.05 | $ 0 |
Issued | share | 5,156,795 | |
Weighted average exercise price Issued | $ / shares | $ 2.05 | |
Exercised | share | (915,045) | (2,750) |
Weighted average exercise price Exercised | $ / shares | $ 1.06 | $ 1 |
Expired | share | (4,239,000) | |
Weighted average exercise price Expired | $ / shares | $ 2.27 | |
Outstanding, end of period | share | 5,694,748 | 5,154,045 |
Outstanding, end of period, weighted average exercise price | $ / shares | $ 1.66 | $ 2.05 |
Weighted average remaining life (years) | 8 months 26 days | 10 months 9 days |
Private Placement | ||
Disclosure of warrant activity [Line Items] | ||
Issued | share | 2,794,748 | |
Weighted average exercise price Issued | $ / shares | $ 1.83 | |
Phantom Farms | ||
Disclosure of warrant activity [Line Items] | ||
Issued | share | 1,700,000 | |
Weighted average exercise price Issued | $ / shares | $ 1.50 | |
Swell Companies LTD | ||
Disclosure of warrant activity [Line Items] | ||
Issued | share | 1,200,000 | |
Weighted average exercise price Issued | $ / shares | $ 1.50 |
SHARE CAPITAL AND RESERVES - _3
SHARE CAPITAL AND RESERVES - Schedule of warrants outstanding and exercisable (Details) | 12 Months Ended | ||
Jan. 31, 2020share$ / shares | Jan. 31, 2019share | Jan. 31, 2018share | |
Warrants Outstanding [Line Items] | |||
Number Of Outstanding Warrants | 5,694,748 | 5,154,045 | 0 |
Warrants Exercise Price Of 1.50 Expiring February 5, 2021 | |||
Warrants Outstanding [Line Items] | |||
Expiry Date | Feb. 5, 2021 | ||
Warrants Exercise Price | $ / shares | $ 1.50 | ||
Number Of Outstanding Warrants | 1,700,000 | ||
Warrants Exercise Price Of 1.50 Expiring May 23, 2021 | |||
Warrants Outstanding [Line Items] | |||
Expiry Date | May 23, 2021 | ||
Warrants Exercise Price | $ / shares | $ 1.50 | ||
Number Of Outstanding Warrants | 1,200,000 | ||
Warrants Exercise Price Of 1.83 Expiring May 29, 2020 | |||
Warrants Outstanding [Line Items] | |||
Expiry Date | May 29, 2020 | ||
Warrants Exercise Price | $ / shares | $ 1.83 | ||
Number Of Outstanding Warrants | 2,794,748 |
SHARE CAPITAL AND RESERVES - _4
SHARE CAPITAL AND RESERVES - Schedule of stock option activity (Details) | Oct. 10, 2019share | Feb. 06, 2019share$ / shares | Jan. 24, 2020share$ / shares | Jan. 31, 2020share$ / shares | Jan. 31, 2019share$ / shares | Jan. 31, 2018share$ / shares |
SHARE CAPITAL AND RESERVES [abstract] | ||||||
Number of share options outstanding in share-based payment arrangement at beginning of period | share | 2,520,000 | 515,000 | 0 | |||
Weighted average exercise price, beginning balance | $ / shares | $ 2.41 | $ 0.65 | $ 0 | |||
Granted | share | 1,020,000 | 710,000 | 100,000 | 1,830,000 | 2,115,000 | 515,000 |
Granted | $ / shares | $ 1.11 | $ 0.80 | $ 1.14 | $ 2.75 | $ 0.65 | |
Exercised | share | (80,000) | (100,000) | ||||
Weighted average exercise price of exercised | $ / shares | $ 0.65 | $ 0.65 | ||||
Cancelled | share | (1,015,000) | (10,000) | ||||
Cancelled | $ / shares | $ 2.28 | $ 0.65 | ||||
Number of share options outstanding in share-based payment arrangement at end of period | share | 3,255,000 | 2,520,000 | 515,000 | |||
Weighted average exercise price, ending balance | $ / shares | $ 1.78 | $ 2.41 | $ 0.65 | |||
Weighted average remaining life (years) | 1 year | 1 year | 1 year | 2 years 2 months 4 days | 2 years 3 months 18 days | 2 years 8 months 15 days |
SHARE CAPITAL AND RESERVES - _5
SHARE CAPITAL AND RESERVES - Schedule of stock options outstanding and exercisable (Details) | 12 Months Ended | |||
Jan. 31, 2020share$ / shares | Jan. 31, 2019share$ / shares | Jan. 31, 2018share$ / shares | Jan. 31, 2017share$ / shares | |
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Exercise Price | $ / shares | $ 1.78 | $ 2.41 | $ 0.65 | $ 0 |
Number of Options Outstanding | 3,255,000 | 2,520,000 | 515,000 | 0 |
Number of Options Exerciseable | 2,465,000 | |||
Exercise Price - 0.65 | October 15, 2020 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Oct. 15, 2020 | |||
Exercise Price | $ / shares | $ 0.65 | |||
Number of Options Outstanding | 325,000 | |||
Number of Options Exerciseable | 325,000 | |||
Exercise Price - 2.80 | June 25, 2021 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Jun. 25, 2021 | |||
Exercise Price | $ / shares | $ 2.80 | |||
Number of Options Outstanding | 1,350,000 | |||
Number of Options Exerciseable | 1,350,000 | |||
Exercise Price - 1.11 | February 5, 2022 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Feb. 5, 2022 | |||
Exercise Price | $ / shares | $ 1.11 | |||
Number of Options Outstanding | 460,000 | |||
Number of Options Exerciseable | 230,000 | |||
Exercise Price - 1.38 | October 9, 2022 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Oct. 9, 2022 | |||
Exercise Price | $ / shares | $ 1.38 | |||
Number of Options Outstanding | 520,000 | |||
Number of Options Exerciseable | 260,000 | |||
Exercise Price - 1.00 | October 9, 2024 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Oct. 9, 2024 | |||
Exercise Price | $ / shares | $ 1 | |||
Number of Options Outstanding | 500,000 | |||
Number of Options Exerciseable | 250,000 | |||
Exercise Price - 0.80 | January 24, 2023 | ||||
Disclosure of number and weighted average remaining contractual life of outstanding share options [line items] | ||||
Expiry Date | Jan. 24, 2023 | |||
Exercise Price | $ / shares | $ 0.80 | |||
Number of Options Outstanding | 100,000 | |||
Number of Options Exerciseable | 50,000 |
DERIVATIVE LIABILITY - Schedule
DERIVATIVE LIABILITY - Schedule of derivative liability (Details) - USD ($) | Feb. 04, 2019 | Jun. 13, 2018 | May 24, 2019 | Jan. 23, 2019 | Jan. 31, 2020 | Jan. 31, 2019 |
DERIVATIVE LIABILITY [abstract] | ||||||
Derivative liabilities opening balance | $ 23,097 | $ 0 | ||||
On acquisition | $ 3,748,377 | $ 393,010 | $ 4,707,370 | $ 0 | 393,010 | |
Fair value adjustment on derivative liabilities | (4,779,693) | (369,913) | ||||
Derivative liabilities ending balance | $ 3,699,151 | $ 23,097 |
DERIVATIVE LIABILITY - Schedu_2
DERIVATIVE LIABILITY - Schedule of calculation of fair value adjustment (Details) - Year | Jan. 31, 2020 | May 24, 2019 | Feb. 04, 2019 | Jan. 31, 2019 | Jun. 13, 2018 |
DERIVATIVE LIABILITY [abstract] | |||||
Discount rate | 1.36% | 2.50% | 2.19% | 1.91% | 1.91% |
Expected life in years | 6.14 | 7 | 7 | 2.50 | 3 |
Expected stock volatility | 100.00% | 100.00% | 100.00% | 100.00% | 112.00% |
Expected volatility of foreign exchange | 5.29% | 5.29% | 5.84% | 5.84% | 6.66% |
SEGMENTED INFORMATION - Schedul
SEGMENTED INFORMATION - Schedule of segmented operational activity (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of operating segments [line items] | |||
Total revenue | $ 37,705,095 | $ 2,585,511 | |
Gross profit (loss) | 13,322,701 | 182,567 | |
Operating Expense [Abstract] | |||
General and administration | (9,485,132) | (6,326,591) | $ (340,575) |
Sales, marketing, and promotion | (1,120,929) | (2,306,357) | |
Depreciation and amortisation | (3,405,116) | (579,757) | |
Share based compensation | (492,631) | (2,996,710) | (258,896) |
Operating expense | (12,209,415) | ||
Impairment of goodwill, assets | (26,514,747) | ||
Interest, accretion, and other | (1,145,113) | ||
Other losses | (11,574,322) | ||
Net profit (loss) before taxes | (28,840,967) | (23,601,170) | (599,471) |
Net profit (loss) | (32,555,633) | (23,601,170) | $ (599,471) |
Assets | 61,450,085 | 77,433,026 | |
Liabilities | 47,870,531 | 56,346,413 | |
Oregon | |||
Disclosure of operating segments [line items] | |||
Total revenue | 5,503,872 | 500,376 | |
Gross profit (loss) | (1,006,077) | (1,456,382) | |
Operating Expense [Abstract] | |||
General and administration | (1,143,995) | ||
Sales, marketing, and promotion | (377,549) | ||
Depreciation and amortisation | (485,856) | ||
Share based compensation | 0 | ||
Operating expense | (1,069,567) | ||
Impairment of goodwill, assets | (26,514,747) | ||
Interest, accretion, and other | (1,540,265) | ||
Other losses | (1,562,927) | ||
Net profit (loss) before taxes | (31,068,489) | ||
Net profit (loss) | (4,088,876) | ||
Assets | 9,646,005 | 6,578,366 | |
Liabilities | 3,079,174 | 7,976,115 | |
Nevada | |||
Disclosure of operating segments [line items] | |||
Total revenue | 32,201,223 | 2,085,135 | |
Gross profit (loss) | 14,328,778 | 1,638,949 | |
Operating Expense [Abstract] | |||
General and administration | (3,622,312) | ||
Sales, marketing, and promotion | (135,421) | ||
Depreciation and amortisation | (2,882,023) | ||
Share based compensation | 0 | ||
Operating expense | (734,635) | ||
Impairment of goodwill, assets | 0 | ||
Interest, accretion, and other | 7,979 | ||
Other losses | (34,821) | ||
Net profit (loss) before taxes | 7,697,001 | ||
Net profit (loss) | 869,493 | ||
Assets | 21,149,800 | 54,928,722 | |
Liabilities | 4,164,557 | 36,369,603 | |
Corporate | |||
Disclosure of operating segments [line items] | |||
Total revenue | 0 | 0 | |
Gross profit (loss) | 0 | 0 | |
Operating Expense [Abstract] | |||
General and administration | (4,718,825) | ||
Sales, marketing, and promotion | (607,959) | ||
Depreciation and amortisation | (37,237) | ||
Share based compensation | (492,631) | ||
Operating expense | (10,405,213) | ||
Impairment of goodwill, assets | 0 | ||
Interest, accretion, and other | 387,173 | ||
Other losses | (9,976,574) | ||
Net profit (loss) before taxes | (5,469,479) | ||
Net profit (loss) | (20,381,787) | ||
Assets | 30,654,280 | 15,925,938 | |
Liabilities | $ 40,626,799 | $ 12,000,695 |
COMMITMENTS - Schedule of futur
COMMITMENTS - Schedule of future minimum payments (Details) | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | $ 6,055,944 |
2021 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,539,100 |
2022 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,355,513 |
2023 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,361,153 |
2024 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,277,705 |
Thereafter | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 522,473 |
Third Parties | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,493,176 |
Third Parties | 2021 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 285,908 |
Third Parties | 2022 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 227,321 |
Third Parties | 2023 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 232,961 |
Third Parties | 2024 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 224,513 |
Third Parties | Thereafter | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 522,473 |
Related Parties | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 4,562,768 |
Related Parties | 2021 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,253,192 |
Related Parties | 2022 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,128,192 |
Related Parties | 2023 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,128,192 |
Related Parties | 2024 | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | 1,053,192 |
Related Parties | Thereafter | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Future minimum payments | $ 0 |
Consideration payable - Schedul
Consideration payable - Schedule of consideration payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 25, 2019 | Jan. 31, 2020 | May 24, 2019 | Jan. 31, 2019 | Jan. 23, 2019 | Jan. 01, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about business combination [line items] | |||||||
Consideration payable | $ 846,256 | $ 1,375,268 | $ 0 | ||||
Consideration paid-cash | (1,375,268) | ||||||
Current portion | 846,256 | ||||||
Longterm portion | $ 0 | ||||||
Silver State acquisition | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Consideration payable | $ 1,143,873 | ||||||
Date of acquisition | Jan. 1, 2019 | ||||||
Megawood acquisition | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Consideration payable | $ 231,395 | ||||||
Date of acquisition | Jan. 23, 2019 | ||||||
Swell Companies Limited ("Swell") | |||||||
Disclosure of detailed information about business combination [line items] | |||||||
Consideration payable | $ 846,256 | $ 9,775,129 | |||||
Date of acquisition | May 25, 2019 |
FINANCIAL RISK MANAGEMENT - Sch
FINANCIAL RISK MANAGEMENT - Schedule of liquidity risk (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | $ 3,488,274 | $ 4,981,116 | $ 152,168 |
Lease payments | 5,001,362 | ||
Convertible debt | 9,247,361 | ||
Consideration payable - current portion | 846,256 | $ 1,375,268 | $ 0 |
Notes and other borrowings | 21,694,217 | ||
Total | 40,277,468 | ||
Contractual cash flows | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | 3,488,274 | ||
Lease payments | 6,604,460 | ||
Convertible debt | 9,247,361 | ||
Consideration payable - current portion | 846,256 | ||
Notes and other borrowings | 21,694,217 | ||
Total | 41,880,568 | ||
Under 1 year | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | 3,488,274 | ||
Lease payments | 1,701,024 | ||
Convertible debt | 8,111,296 | ||
Consideration payable - current portion | 846,256 | ||
Notes and other borrowings | 21,326,184 | ||
Total | 35,473,034 | ||
1-3 years | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | 0 | ||
Lease payments | 3,166,875 | ||
Convertible debt | 1,136,065 | ||
Consideration payable - current portion | 0 | ||
Notes and other borrowings | 68,854 | ||
Total | 4,371,794 | ||
3-5 years | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | 0 | ||
Lease payments | 1,736,561 | ||
Convertible debt | 0 | ||
Consideration payable - current portion | 0 | ||
Notes and other borrowings | 58,456 | ||
Total | 1,795,017 | ||
More than 5 years | |||
Disclosure of detailed information about financial instruments [line items] | |||
Trade and other payables | 0 | ||
Lease payments | 0 | ||
Convertible debt | 0 | ||
Consideration payable - current portion | 0 | ||
Notes and other borrowings | 366,845 | ||
Total | $ 366,845 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSE - Schedule of general and administrative expenses (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
GENERAL AND ADMINISTRATIVE EXPENSE [abstract] | |||
Salaries and wages | $ 5,454,028 | $ 2,423,350 | $ 4,649 |
Professional Fees and consulting | 922,861 | 926,511 | 134,067 |
Accounting and legal | 596,984 | 747,607 | 0 |
Travel and entertainment | 430,301 | 880,828 | 135,526 |
Foreign exchange | (34,883) | 484,550 | 0 |
License fees, taxes and insurance | 1,009,642 | 422,331 | 0 |
Office Facilities and administrative | 551,153 | 185,630 | 27,862 |
Shareholder Communications | 7,237 | 48,731 | 20,754 |
Transfer agent and Filing Fees | 91,645 | 38,158 | 17,717 |
Other | 456,164 | 168,895 | 0 |
General and administration expenses | $ 9,485,132 | $ 6,326,591 | $ 340,575 |
TAXATION - Schedule of effectiv
TAXATION - Schedule of effective income tax expense (recovery) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Major components of tax expense (income) [abstract] | |||
Loss for the year | $ (28,840,967) | $ (23,601,170) | $ (599,471) |
Statutory Tax Rates | 27.00% | 27.00% | 26.00% |
Expected income tax (recovery) | $ (7,787,061) | $ (6,372,316) | $ (155,863) |
Change in statutory, foreign tax, foreign exchange rates and other | 3,135,069 | 1,297,693 | 0 |
Permanent differences | 8,006,873 | 1,494,947 | 17,156 |
Share issue costs | (7,590) | (1,010,208) | 0 |
Change in unrecognized deductible temporary differences | 367,375 | 4,589,884 | 138,707 |
Total income tax expense | $ 3,714,666 | $ 0 | $ 0 |
TAXATION - Schedule of deferred
TAXATION - Schedule of deferred taxes (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Statements [Line Items] | |||
Deferred tax assets (liabilities) | $ 6,653,000 | $ 7,439,966 | $ 1,425,042 |
Unrecognized deferred tax assets | (6,653,000) | (7,439,966) | (1,425,042) |
Net deferred tax assets | 0 | 0 | 0 |
Exploration and evaluation assets | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 254,000 | 974,824 | 974,824 |
Property and equipment | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 1,012,000 | 47,452 | 0 |
Share issue costs | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 611,000 | 809,716 | 1,550 |
Biological assets | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 186,000 | 58,573 | 0 |
Intangible assets | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 619,000 | 197,810 | 0 |
Marketable securities | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 2,000 | 2,325 | 2,325 |
Asset retirement obligation | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 15,000 | 14,723 | 14,723 |
Allowable capital losses | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | 36,000 | 93,018 | 56,568 |
Non-capital losses available for future period | |||
Statements [Line Items] | |||
Deferred tax assets (liabilities) | $ 3,918,000 | $ 5,241,525 | $ 375,052 |
TAXATION - Schedule of temporar
TAXATION - Schedule of temporary differences, unused tax credits and unused tax losses (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Canada | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 14,511,000 | $ 18,228,212 | $ 1,389,396 |
Expiry Date Range | 2026 to 2039 | ||
USA | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 0 | 1,523,778 | 0 |
Expiry Date Range | No expiry date | ||
Exploration and evaluation assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 942,000 | 3,611,809 | 3,611,809 |
Expiry Date Range | No expiry date | ||
Property and equipment | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 4,819,000 | 225,963 | |
Expiry Date Range | No expiry date | ||
Share issue costs | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 2,262,000 | 2,998,633 | 5,424 |
Expiry Date Range | 2038 to 2041 | ||
Biological assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 886,000 | 278,920 | |
Expiry Date Range | No expiry date | ||
Intangible assets | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 2,949,000 | 941,954 | |
Expiry Date Range | No expiry date | ||
Marketable securities | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 15,000 | 15,498 | 15,498 |
Expiry Date Range | No expiry date | ||
Asset retirement obligation | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 54,000 | 54,243 | 54,243 |
Expiry Date Range | No expiry date | ||
Allowable capital losses | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 135,000 | 344,223 | 209,223 |
Expiry Date Range | No expiry date | ||
Non-capital losses available for future period | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Temporary differences unused tax credits and unused tax losses not included in statement of financial position | $ 14,511,000 | $ 19,751,990 | $ 1,389,396 |
Expiry Date Range | Varies |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of balances due to related parties (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | $ 21,715,450 | $ 32,680,707 | $ 2,901 |
Due to the President and CEO | |||
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | 21,713,910 | 484 | 2,901 |
Due to directors and officers of the Company | |||
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | 1,476 | 316,261 | 0 |
Due to the CFO of the Company | |||
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | 64 | 1,888 | |
Due to former executives of EFF | |||
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | 0 | 602,426 | 0 |
Due to significant shareholder | |||
Disclosure of transactions between related parties [line items] | |||
Due to related parties included in accounts payable, accrued liabilities, and promissory note payable | $ 0 | $ 31,759,648 | $ 0 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Schedule of transactions with related parties (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Related party transactions [abstract] | |||
Consulting fees paid to a director | $ 38,310 | $ 98,583 | $ 0 |
Amounts paid to CEO or companies controlled by CEO | 13,039,739 | 0 | 4,881 |
Salary paid to directors and officers | 1,131,201 | 1,113,900 | 245,380 |
Share Compensation including warrants and stock options for directors and officers | 95,613 | 2,824,852 | 0 |
Convertible debenture interest paid to directors and officers | 27,230 | 41,504 | 0 |
Rents paid to significant shareholder | 0 | 93,000 | 0 |
Transactions with related parties | $ 14,332,093 | $ 4,171,839 | $ 250,261 |
Transaction costs - Schedule of
Transaction costs - Schedule of Transaction costs (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | |
Transaction costs [abstract] | |||
Acquisition of subsidiaries | $ 331,973 | $ 2,154,102 | $ 0 |
Financing commissions | 0 | 2,819,889 | 0 |
Transaction cost | $ 331,973 | $ 4,973,991 | $ 0 |