Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jan. 31, 2023 shares | |
Document Information [Line Items] | |
Entity Registrant Name | C21 Investments Inc. |
Entity Central Index Key | 0000831609 |
Current Fiscal Year End Date | --01-31 |
Entity Current Reporting Status | Yes |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 on Form 20-F (the "Amendment") amends C21 Investment Inc.'s (the "Company") Annual Report on Form 20-F for the fiscal year ended January 31, 2023 (the "Form 20-F"), as filed with the Securities and Exchange Commission on July 21, 2023, and is being filed solely to furnish the Company's financial statements for the fiscal year ended January 31, 2021 formatted in inline eXtensible Business Reporting Language ("iXBRL").Pursuant to Rule 12b-15 promulgated under the United States Securities Exchange Act of 1934, as amended, we have repeated the entire text of Item 18 and Item 19 from the Form 20-F in this Amendment. However, there have been no changes to the text of either item other than the change stated in the immediately preceding paragraph.This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 12.1, 12.2, 13.1 and 13.2 hereto.Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 20-F or reflect any events that have occurred after the filing of the original Form 20-F. |
Entity Common Stock, Shares Outstanding | 120,047,814 |
Document Period End Date | Jan. 31, 2023 |
Document Type | 20-F/A |
Entity Shell Company | false |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Entity Ex Transition Period | false |
Entity Emerging Growth Company | true |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
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 |
Title of 12(b) Security | Common shares, no par value |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Document Registration Statement | false |
Entity File Number | 000-55982 |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | Floor, 885 West Georgia Street |
Entity Address, Postal Zip Code | V6E 3H4 |
Entity Address, City or Town | Vancouver |
Entity Address, Country | CA |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 688 |
Auditor Location | San Jose, California |
Auditor Name | Marcum LLP |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Michael Kidd |
Entity Address, Address Line One | Floor, 885 West Georgia Street |
Entity Address, Postal Zip Code | V6E 3H4 |
Entity Address, City or Town | Vancouver |
Entity Address, Country | CA |
City Area Code | 833 |
Local Phone Number | 289-2994 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Current assets | |||
Cash | $ 1,891,772 | $ 3,067,983 | $ 6,237,182 |
Receivables | 412,310 | 210,423 | 116,017 |
Inventory | 4,173,573 | 4,054,473 | 2,692,647 |
Prepaid expenses and deposits | 881,628 | 773,450 | 778,037 |
Current portion of assets classified as held for sale | 1,383,089 | 2,178,145 | 1,492,826 |
Total current assets | 8,742,372 | 10,284,474 | 11,316,709 |
Non-current assets | |||
Property and equipment | 4,685,118 | 4,869,593 | 2,748,636 |
Right-of-use assets | 8,385,533 | 8,875,884 | 9,337,248 |
Intangible assets | 7,886,825 | 9,224,165 | 10,957,961 |
Goodwill | 28,541,323 | 28,541,323 | 28,541,323 |
Security deposit | 46,871 | 49,011 | 47,739 |
Deferred tax asset | 23,362 | 0 | 556,514 |
Assets classified as held for sale | 3,313,334 | ||
Total assets | 58,311,404 | 61,844,450 | 66,819,464 |
Current liabilities | |||
Accounts payable and accrued liabilities | 2,921,426 | 2,508,869 | 2,680,996 |
Promissory note payable - current portion | 2,026,667 | 6,080,000 | 6,080,000 |
Convertible promissory notes | 1,156,259 | 1,281,442 | 2,202,646 |
Income taxes payable | 7,736,858 | 4,870,170 | 3,378,299 |
Deferred revenue | 94,068 | 0 | |
Lease liabilities - current portion | 398,723 | 325,698 | 260,621 |
Current portion of liabilities classified as held for sale | 640,266 | 874,379 | 628,171 |
Deferred income tax liability | 0 | 33,558 | |
Total current liabilities | 14,974,267 | 15,974,116 | 15,230,733 |
Non-current liabilities | |||
Lease liabilities | 8,554,702 | 8,953,425 | 9,279,123 |
Deposit liability | 175,000 | 100,000 | 0 |
Promissory note payable | 0 | 2,026,667 | 8,106,667 |
Derivative liability | 239,700 | 1,006,368 | 9,759,127 |
Reclamation obligation | 52,659 | 55,272 | 55,008 |
Liabilities classified as held for sale | 1,132,658 | ||
Total liabilities | 23,996,328 | 28,115,848 | 43,563,316 |
Commitments and contingencies | |||
SHAREHOLDERS' EQUITY | |||
Common stock, no par value; unlimited shares authorized; 120,047,814 and 120,047,814 and 117,057,860 shares issued and outstanding as of January 31, 2023 and 2022 and 2021, respectively | 105,445,792 | 105,236,351 | 103,636,830 |
Commitment to issue shares | 628,141 | 628,141 | 649,928 |
Accumulated other comprehensive loss | (2,287,145) | (2,370,967) | (1,604,126) |
Deficit | (69,471,712) | (69,764,923) | (79,426,484) |
Total shareholders' equity | 34,315,076 | 33,728,602 | 23,256,148 |
Total liabilities and shareholders' equity | $ 58,311,404 | $ 61,844,450 | $ 66,819,464 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common Stock, No Par Value | $ 0 | $ 0 | $ 0 |
Common Stock, Shares, Issued | 120,047,814 | 120,047,814 | 117,057,860 |
Common Stock, Shares, Outstanding | 120,047,814 | 120,047,814 | 117,057,860 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Revenue | $ 28,888,410 | $ 32,982,976 | $ 33,466,063 |
Cost of sales | 15,487,264 | 14,172,991 | 15,418,717 |
Gross profit | 13,401,146 | 18,809,985 | 18,047,346 |
Selling, general and administrative expenses | 9,445,908 | 9,055,174 | 8,807,399 |
Income from operations | 3,955,238 | 9,754,811 | 9,239,947 |
Accretion expense | 0 | (230,462) | (1,220,896) |
Gain (loss) on change in fair value of derivative liabilities | 742,483 | 8,576,290 | (5,756,195) |
Impairment loss | (20,726) | 0 | |
Interest expense | (456,691) | (1,077,068) | (3,931,570) |
Other (expenses) income | (28,996) | 108,470 | 35,275 |
Net income (loss) from continuing operations before income taxes | 4,191,308 | 17,132,041 | (1,633,439) |
Income tax expense | (2,809,768) | (4,934,467) | (2,968,133) |
Net income (loss) from continuing operations after income taxes | 1,381,540 | 12,197,574 | (4,601,572) |
Net loss from discontinued operations after income taxes | (1,088,329) | (2,242,644) | (3,228,056) |
Net income (loss) | 293,211 | 9,954,930 | (7,829,628) |
Other comprehensive income (loss) | |||
Cumulative translation adjustment | 83,822 | (766,841) | (613,609) |
Comprehensive income (loss) | $ 377,033 | $ 9,188,089 | $ (8,443,237) |
Basic income (loss) per share from continuing operations | $ 0.01 | $ 0.1 | $ (0.04) |
Diluted income (loss) per share from continuing operations | 0.01 | 0.1 | (0.04) |
Basic loss per share from discontinued operations | (0.01) | (0.02) | (0.03) |
Diluted loss per share from discontinued operations | (0.01) | (0.02) | (0.03) |
Basic income per share | 0 | 0.08 | (0.07) |
Diluted income per share | $ 0 | $ 0.08 | $ (0.07) |
Weighted average number of common shares outstanding - basic | 120,047,814 | 118,308,584 | 104,841,540 |
Weighted average number of common shares outstanding - diluted | 122,880,907 | 121,141,677 | 104,841,540 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Common stock [Member] | Common stock [Member] Previously Reported [Member] | Commitment to issue shares [Member] | Commitment to issue shares [Member] Previously Reported [Member] | Accumulated other comprehensive loss [Member] | Accumulated other comprehensive loss [Member] Previously Reported [Member] | Deficit [Member] | Deficit [Member] Previously Reported [Member] | Total | Previously Reported [Member] |
Beginning balance (Shares) at Jan. 31, 2020 | 89,388,639 | |||||||||
Beginning balance at Jan. 31, 2020 | $ 85,096,509 | $ 1,100,881 | $ (990,517) | $ (71,596,856) | $ 13,610,017 | |||||
Purchase of Phantom real estate (Shares) | 7,132,042 | |||||||||
Purchase of Phantom real estate | $ 2,582,903 | 2,582,903 | ||||||||
Amendment of Megawood consideration (Shares) | 95,849 | |||||||||
Amendment of Megawood consideration | $ 38,415 | $ 38,415 | ||||||||
Shares issued on exercise of options (Shares) | 200,000 | 200,000 | ||||||||
Shares issued on exercise of options | $ 98,950 | $ 98,950 | ||||||||
Shares issued on exercise of convertible debentures (Shares) | 19,764,694 | |||||||||
Shares issued on exercise of convertible debentures | $ 12,758,473 | 12,758,473 | ||||||||
Commitment to issue shares on purchase of Swell Companies (Shares) | 456,862 | |||||||||
Commitment to issue shares on purchase of Swell Companies | $ 429,582 | (429,582) | ||||||||
Commitment to issue shares on purchase of EFF (Shares) | 19,774 | |||||||||
Commitment to issue shares on purchase of EFF | $ 21,371 | (21,371) | ||||||||
Standby warrants issued | 2,116,192 | 2,116,192 | ||||||||
Share-based compensation | $ 494,435 | 494,435 | ||||||||
Net income (loss) and other comprehensive loss for the year | (613,609) | (7,829,628) | (8,443,237) | |||||||
Ending balance (Shares) at Jan. 31, 2021 | 117,057,860 | 117,057,860 | ||||||||
Ending balance at Jan. 31, 2021 | $ 103,636,830 | $ 103,636,830 | 649,928 | $ 649,928 | (1,604,126) | $ (1,604,126) | (79,426,484) | $ (79,719,853) | 23,256,148 | $ 22,962,779 |
Commitment to issue shares on purchase of EFF (Shares) | 19,774 | |||||||||
Commitment to issue shares on purchase of EFF | $ 21,787 | (21,787) | 0 | |||||||
Shares issued on exercise of Phantom Farms warrants (Shares) | 456,100 | |||||||||
Shares issued on exercise of Phantom Farms warrants | $ 533,326 | 533,326 | ||||||||
Shares issued on exercise of guaranteed warrants (Shares) | 1,214,080 | |||||||||
Shares issued on exercise of guaranteed warrants | $ 0 | |||||||||
Shares issued - settlement of earn out shares (Shares) | 1,300,000 | |||||||||
Shares issued - settlement of earn out shares | $ 677,939 | 677,939 | ||||||||
Share-based compensation | $ 366,469 | 366,469 | ||||||||
Net income (loss) and other comprehensive loss for the year | (766,841) | 9,954,930 | 9,188,089 | |||||||
Ending balance (Shares) at Jan. 31, 2022 | 120,047,814 | |||||||||
Ending balance at Jan. 31, 2022 | $ 105,236,351 | 628,141 | (2,370,967) | (69,764,923) | 33,728,602 | |||||
Shares issued on exercise of guaranteed warrants | 0 | |||||||||
Share-based compensation | $ 209,441 | 209,441 | ||||||||
Net income (loss) and other comprehensive loss for the year | 83,822 | 293,211 | 377,033 | |||||||
Ending balance (Shares) at Jan. 31, 2023 | 120,047,814 | |||||||||
Ending balance at Jan. 31, 2023 | $ 105,445,792 | $ 628,141 | $ (2,287,145) | $ (69,471,712) | $ 34,315,076 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
OPERATING ACTIVITIES | |||
Net income (loss) after taxes from continuing operations | $ 1,381,540 | $ 12,197,574 | $ (4,601,572) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Accretion expense | 0 | 230,462 | 1,220,896 |
Amortization of right-of-use assets | 490,351 | 461,364 | |
Deferred income tax (recovery) expense | (56,920) | 590,072 | 602,087 |
Depreciation and amortization | 1,843,366 | 1,818,325 | 2,270,526 |
Foreign exchange (gain) loss | (21,670) | 500,462 | 284,401 |
Gain (loss) on change in fair value of derivative liabilities | (742,483) | (8,576,290) | 5,756,195 |
Impairment loss | 20,726 | 0 | |
Interest expense | 456,360 | 83,058 | 3,573,101 |
Provision to record inventory at net realizable value | 174,453 | 0 | |
Share-based compensation | 209,441 | 366,469 | 494,435 |
Gain on disposal of assets | (135,564) | ||
Changes in operating assets and liabilities: | |||
Receivables | (201,887) | (94,406) | 154,900 |
Inventory | (293,553) | (1,361,826) | 1,700,987 |
Prepaid expenses and deposits | (108,178) | 4,587 | (368,678) |
Assets classified as held for sale | 0 | 790,828 | 0 |
Accounts payable and accrued liabilities | 184,662 | 1,568,932 | (1,431,130) |
Income taxes payable | 2,866,688 | 1,198,502 | (336,367) |
Deferred revenue | 94,068 | 0 | |
Lease liabilities | (325,697) | (534,098) | (701,115) |
Liabilities classified as held for sale | 0 | (805,406) | 0 |
Cash provided by operating activities of continuing operations | 5,971,267 | 8,438,609 | 8,483,102 |
Cash used in operating activities of discontinued operations | (71,292) | (1,602,478) | 241,753 |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (442,285) | (2,562,304) | (227,777) |
Payment of Megawood consideration payable | (130,000) | ||
Payment of Swell consideration payable | (846,256) | ||
Cash used in investing activities of continuing operations | (442,285) | (2,562,304) | (1,204,033) |
Cash provided by investing activities of discontinued operations | 51,357 | 1,168,349 | 100,000 |
FINANCING ACTIVITIES | |||
Principal repayments on promissory note payable | (6,080,000) | (6,080,000) | (7,013,333) |
Repayments of convertible promissory notes | (40,000) | (1,210,000) | 0 |
Cash proceeds from warrants | 533,326 | 0 | |
Cash proceeds from options | 98,950 | ||
Issuance of convertible debentures on exercise of warrants | 5,688,442 | ||
Interest paid in cash | (505,747) | (1,082,500) | (2,500,669) |
Lease payments received | 0 | 100,000 | 0 |
Cash used in financing activities of continuing operations | (6,625,865) | (7,739,174) | (3,726,610) |
Cash used in financing activities of discontinued operations | (58,032) | (105,360) | (119,914) |
Effect of foreign exchange on cash | (1,361) | (766,841) | (613,609) |
Increase (decrease) in cash during the year | (1,176,211) | (3,169,199) | 3,160,689 |
Cash beginning of year | 3,067,983 | 6,237,182 | 3,076,493 |
Cash end of year | 1,891,772 | 3,067,983 | 6,237,182 |
Supplemental disclosure of cash flow information | |||
Interest paid in cash | 505,747 | 2,322,855 | 2,515,446 |
Income taxes paid in cash | 0 | 3,145,893 | 2,832,676 |
Non-cash financing activities | |||
Right-of-use asset additions resulting from lease renewals | 7,236,663 | ||
Non-cash financing activities | |||
Common shares issued on exercise of convertible debentures | 12,758,473 | ||
Fair value of common shares issued in settlement of Phantom Farms earn out shares | 0 | 677,939 | 0 |
Fair value of common shares issued as partial settlement of commitment to issue shares | $ 0 | $ 21,787 | 450,953 |
Common shares issued to complete purchase of land | 2,582,903 | ||
Common shares issued as partial repayment of promissory note | $ 38,415 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Nature Of Operations [Abstract] | ||
NATURE OF OPERATIONS [Text Block] | 1. NATURE OF OPERATIONS 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 170-601 West Cordova Street, Vancouver, BC, V6B 1G1. 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. 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 the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company began trading on the OTCQB® Venture Market. For the year ended January 31, 2021, the Company operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (Note 16). During the year ended January 31, 2022, the Company made the strategic decision to exit operations in Oregon. The comparative results of operations have been re-stated to present the operating results of the Oregon segment as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales. At January 31, 2023, the Company had a working capital deficit of $6,231,895 (2022 - $5,689,642) and an accumulated deficit of $69,471,712 (2022 - $69,764,923). However, for the year ended January 31, 2023, the Company generated net income and positive cash flows from continuing operations. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. 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 status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern. | 1. 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. 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 the Financial Industry Regulatory Authority for trading on the OTC Markets platform under the U.S. trading symbol CXXIF. On September 28, 2020, the Company began trading on the OTCQB® Venture Market. For the year ended January 31, 2021, the Company operated in two segments: recreational cannabis in Oregon, USA and recreational and medical cannabis in Nevada, USA (note 17). Subsequent to the year ended January 31, 2021, the Company made the strategic decision to exit operations in Oregon. The results of operations for the year ended January 31, 2021 have been re-stated to present the operating results of the Oregon segment as discontinued operations. The Nevada segment remains engaged in the cultivation of and manufacturing of cannabis flower products, vape products and extract products for wholesale and retail sales. At January 31, 2021, the Company had cash of $6,237,182, a working capital deficit of $3,914,024, and an accumulated deficit of $79,426,484. However, for the year ended January 31, 2021, the Company generated net positive cash flows from operations. Management has taken several actions to ensure that the Company will continue as a going concern through January 31, 2022 and January 31, 2023, including the closing of its operations in Oregon (note 4), selling the assets in Oregon, reducing headcount, and reducing discretionary expenditures. The Company is seeking additional financing in the form of debt which could consolidate existing debt on its balance sheet on more favorable terms. In the United States, 36 states, the District of Columbia, and four out of five U.S. territories allow the use of medical cannabis. The recreational adult-use of cannabis is legalized in 17 states, including Alaska, Arizona, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Montana, Nevada, New Jersey, New Mexico, New York, Oregon, Vermont, Virginia, Washington, and the District of Columbia. At the federal level, however, cannabis currently remains a Schedule I controlled substance under the Federal Controlled Substances Act of 1970. 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 status. A change in its enforcement policies could impact the ability of the Company to continue as a going concern. |
BASIS OF PREPARATION
BASIS OF PREPARATION | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Basis Of Preparation [Abstract] | ||
BASIS OF PREPARATION [Text Block] | 2. BASIS OF PREPARATION a) Basis of presentation These consolidated financial statements as of and for the years ended January 31, 2023 and 2022 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss. b) Functional and reporting currency The functional currency of C21 Investments Inc. is Canadian dollars ("C$"), and the functional currency of the Company's subsidiaries is U.S. dollars. C21 has determined that the U.S. dollar ("USD") is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars unless otherwise noted. c) Basis of consolidation The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements from the date of acquisition. All intercompany balances and transactions are eliminated upon consolidation. A summary of the Company's subsidiaries included in these financial statements as at January 31, 2023 is as follows: Name of subsidiary (1) Principal activity 320204 US Holdings Corp. Holding Company 320204 Oregon Holdings Corp. Holding Company 320204 Nevada Holdings Corp. Holding Company 320204 Re Holdings, LLC Holding Company Eco Firma Farms LLC (2) Cannabis producer Silver State Cultivation LLC Cannabis producer Silver State Relief LLC Cannabis retailer Swell Companies LTD (2) Cannabis processor, distributor Megawood Enterprises Inc. (2) Cannabis retailer Phantom Venture Group, LLC (2) Holding Company Phantom Brands, LLC (2) Holding Company Phantom Distribution, LLC (2) Cannabis distributor 63353 Bend, LLC (2) Cannabis producer 20727-4 Bend, LLC (2) Cannabis processor 4964 BFH, LLC (2) Cannabis producer Workforce Concepts 21, Inc. Payroll and benefits services (1) (2) d) Restatement of the January 31, 2022 consolidated financial statements The January 31, 2022 balances have been restated for an error in the Company's measurement of income taxes payable. The Company identified amounts of depreciation, amortization and lease payments included in its calculation of income taxes payable for the years ended January 31, 2022 and 2021 that are ineligible for deduction. The Company also identified amounts of inventory impairments that were not included as deductible expenses. The effects of the restatement in the consolidated balance sheet as at January 31, 2022 are as follows: Previously reported Change Restated $ $ $ Income taxes payable 3,658,162 1,212,008 4,870,170 Deferred tax asset 9,024 (9,024 ) - Deferred tax liability - 33,558 33,558 Deficit (68,510,333 ) (1,254,590 ) (69,764,923 ) The effects of the restatement in the consolidated statement of comprehensive income for the year ended January 31, 2022 are as follows: Previously reported Change Restated $ $ $ Income tax expense (3,973,246 ) (961,221 ) (4,934,467 ) For the year ended January 31, 2022, the consolidated statement of cash flows contains an adjustment of $961,221 within net income after taxes from continuing operations and changes in income taxes payable. Opening deficit as at January 31, 2022 contains an adjustment of $293,370 in respect of income tax expense pertaining to ineligible deductions in the year ended January 31, 2021. For the year ended January 31, 2022, basic and diluted income per share from continuing operations and basic and diluted income per share decreased from $0.11 and $0.09, respectively, to $0.10 and $0.08, respectively. | 2. BASIS OF PREPARATION Basis of presentation These consolidated financial statements as at and for the year ended January 31, 2021 ("consolidated financial statements") are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss. Functional and reporting currency The functional currency of C21 Investments Inc. is Canadian dollars, and the functional currency of the Company's subsidiaries is U.S. dollars. C21 has determined that the U.S. dollar is the most relevant and appropriate reporting currency as the Company's operations are conducted in U.S. dollars and its financial results are prepared and reviewed internally by management in U.S. dollars. The consolidated financial statements are presented in U.S. dollars unless otherwise noted. Basis of consolidation The consolidated financial statements incorporate the accounts of the Company and all the entities in which the Company has a controlling voting interest and is deemed to be the primary beneficiary. All consolidated entities were under common control during the entirety of the periods for which their respective results of operations were included in the consolidated statements (i.e. from the date of acquisition). All intercompany balances and transactions are eliminated upon consolidation. The following are the Company's subsidiaries that are included in these consolidated financial statements as at and for the year ended January 31, 2021: Name of Subsidiary Country of Incorporation Percentage Ownership Functional 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 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES [Text Block] | 3. SIGNIFICANT ACCOUNTING POLICIES a) Significant accounting estimates and assumptions The preparation of the Company's financial statements in conformity with U.S. GAAP 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 recoverability of goodwill, recoverability of intangible assets, fair value less costs to sell of assets classified as held for sale, estimates used in valuation and costing of inventory, impairment of long-lived 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, share-based compensation, and fair value of derivative liabilities. b) Cash Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. The recent closures of Silicon Valley Bank, Signature Bank and First Republic Bank and their placement into receivership with the Federal Deposit Insurance Corporation ("FDIC") have identified bank-specific liquidity risks and concerns. Although the Department of the Treasury, the Federal Reserve, and the FDIC jointly released a statement that depositors at Silicon Valley Band and Signature Bank would have access to their funds, even deposit amounts that exceed FDIC deposit insurance limits, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages. The failure of any bank in which we deposit our funds could reduce the amount of cash we have available for our operations or delay our ability to access such funds. Any such failure may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. We do not currently have a commercial relationship with a bank that has failed or is, to our knowledge, otherwise is experiencing operational distress, nor have we experienced delays or other issues in meeting our financial obligations. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our cash may be threatened and could have a material adverse effect on our business operations and financial condition. As at January 31, 2023, the Company had FDIC coverage over $697,945 (January 31, 2022 - $850,704) of its cash balance. c) 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 statements of income and comprehensive income. 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. d) Inventory Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods. Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. 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. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year. e) Property and equipment Property and equipment is measured at cost less accumulated depreciation and losses on impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows: Buildings 45 years Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease f) Intangible assets 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, which reflect the estimated useful lives of the intangible assets. g) Goodwill 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. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit. Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill. For the years ended January 31, 2023 and 2022, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded the carrying amount and as such, no impairment was noted. h) Impairment of long-lived assets Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives. 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. Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. 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 fair value. i) Assets and liabilities held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale. k) Convertible instruments The Company accounts for convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the Company uses the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement for instruments that may be settled in cash or shares. l) Leases Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASU 2016-02, Leases For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability. m) Financial instruments Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model. 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 (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs that are not based on observable market data. There have been no transfers between fair value hierarchy levels during the years ended January 31, 2023 and 2022. The Company's measures the derivative liability at fair value using Level 3 inputs. The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Financial instruments subsequently measured at amortized cost include promissory note payable, convertible promissory notes, and reclamation obligation. n) 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 common stock. o) Income taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income. p) 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. q) Revenue recognition Revenue is recognized by the Company in accordance with ASC 606 - Revenue From Contracts With Customers In order to recognize revenue under ASC 606, the Company applies the following five steps: 1. 2. 3. 4. 5. The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. 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. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer. Provisions for expected credit losses on accounts receivable are based on the Company's assessment of the collectability of specific customer balances, which is based upon a review of the customer's creditworthiness and past collection history. For trade receivables deemed to be uncollectible, and arose from the sale of goods, the Company will write off the specific balance against the allowance for doubtful accounts when it is known that a provided amount will not be collected. The Company disaggregates its revenues based on sales to its retail customers where cash is received immediately versus wholesale customers to whom the Company extends credit terms. For the year ended January 31, 2023, revenue from retail sales from continuing operations totaled $26,713,239 (2022 - $32,351,024) and revenue from wholesale from continuing operations totaled $2,175,171 (2022 - $631,952). r) Loyalty program The Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits that can be applied to future purchases. Loyalty reward credits issued as part of a sales transaction result in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are shown as reductions to the 'Revenue' line within the accompanying consolidated statements of income and comprehensive income and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty program expiration policy is six months. As of January 31, 2023 and 2022, the loyalty liability totaled $94,068 and $nil, respectively, and is included in deferred revenue on the consolidated balance sheets. s) 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 reclamation 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 statements comprehensive income. 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. t) Recently issued accounting pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and the U.S. Securities and Exchange Commission did not or are not believed by management to have a material effect on the Company's present or future financial statements. | 3. SIGNIFICANT ACCOUNTING POLICIES Significant accounting estimates and assumptions The preparation of the Company's financial statements in conformity with U.S. GAAP 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 fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived 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, share-based compensation, and fair value of derivative liabilities. Cash Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. 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 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 loss. Inventory Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods. Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. 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. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year. Property and equipment Property and equipment is measured at cost less accumulated depreciation and losses on impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows: Buildings Leasehold improvements Furniture & fixtures Computer equipment Machinery & equipment Intangible assets 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, which reflect the estimated useful lives of the intangible assets. Goodwill and indefinite lived Intangible assets 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. 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. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit. Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill. For the year ended January 31, 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted. Impairment of long-lived assets Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives. 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. Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. 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 fair value. Assets and liabilities held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale. Business combinations Acquisitions are accounted for in accordance with ASC 805 - Business Combinations 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. 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. Convertible instruments In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity Leases In February 2016, the FASB issued ASU 2016-02, Leases Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset. For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability. Financial instruments Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model. 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 (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs that are not based on observable market data. There have been no transfers between fair value hierarchy levels during the year ended January 31, 2021. The Company's measures the derivative liability at fair value using Level 3 inputs. The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation. 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 common stock. Income taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statement of comprehensive loss. 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 is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In order to recognize revenue under ASC 606, the Company applies the following five steps: 1. 2. 3. 4. 5. The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. 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. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer. 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 reclamation 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 statements 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. Recently issued accounting pronouncements Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements. Debt In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) Leases In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021. The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%. Revenue In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Financial instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements. Fair value measurement In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) Income taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS [Text Block] | 4. DISCONTINUED OPERATIONS In January 2022, the Company entered into to a lease-to-own arrangement with a lessee for certain licenses, land and equipment in Oregon, USA, representing its outdoor growing operation. The lease-to-own arrangement concludes in January 2027 with total undiscounted payments over the term amounting to $2,514,805. The Company determined that the arrangement should be accounted for as a sales-type lease and concluded that it is not probable that all required payments will be made such that title will transfer at the end of the term. As such, in accordance with ASC 842, the land and equipment have not been derecognized and payments received will be recorded as a deposit liability until such time that collectability becomes probable. As at January 31, 2023, $175,000 has been received under the arrangement and has been recorded as a deposit liability. As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. At January 31, 2021, the Company classified the assets and liabilities in Swell and Megawood as held for sale and completed the sale of these assets in April 2021. By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon. As the Oregon reporting unit comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis. Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale in the next twelve months. On July 20, 2022, the Company sold the remaining Oregon inventory with a book value of $357,540 for proceeds of $357,540. During the year ended January 31, 2023, net loss from discontinued operations included impairment loss attributable to inventory in Oregon in the amount of $5,851 (2022 - $1,093,308) in order to record inventory at its net realizable value. During the year ended January 31, 2023, net loss from discontinued operations included impairment of right-of-use assets in Oregon in the amount of $183,745 (2022 - $nil) that the Company concluded had a recoverable amount of $nil. Prepaid expenses classified as held for sale primarily relates to the renewal of licenses that may be transferred in the event of a sale. Otherwise, prepaid expenses will be expensed within loss from discontinued operations over the next twelve months. For the year ended January 31, 2023, the Company recorded a provision for expected credit losses on previously recorded management fees receivable of $218,425 (2022 - $111,616). Long-term debt consists of vehicle loans and a building mortgage. The mortgage began on February 1, 2015 and matures on January 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly. The following table summarizes the major classes of assets and liabilities of the discontinued Oregon operation that have been classified as held-for-sale in the consolidated balance sheets: January 31, January 31, $ $ Carrying amounts of the major classes of assets included in discontinued operations: Receivables 15,522 64,456 Inventory - 363,391 Prepaid expenses and deposits 84,972 111,617 Deferred tax asset 143,078 152,177 Property and equipment 1,139,517 1,139,517 Right-of-use assets - 346,987 Total assets classified as held for sale 1,383,089 2,178,145 Carrying amounts of the major classes of liabilities included in discontinued operations: Lease liabilities 216,298 412,093 Long-term debt 423,968 462,286 Total liabilities classified as held for sale 640,266 874,379 A summary of the Company's major classes of line items constituting net loss from discontinued operations for the years ended January 31, 2023 and 2022 is as follows: 2023 2022 $ $ Revenue 357,540 1,128,403 Cost of sales 357,540 1,602,257 Gross loss - (473,854 ) Expenses (income) Selling, general and administrative expenses 608,112 638,521 Impairment loss 245,682 1,093,308 Provision for expected credit losses 218,425 111,616 Other income 6,861 (32,231 ) Net loss from discontinued operations before income taxes (1,079,080 ) (2,285,068 ) Income tax (recovery) expense (9,249 ) 42,424 Net loss from discontinued operations after income taxes (1,088,329 ) (2,242,644 ) A summary of the Company's cash flows from discontinued operations for the years ended January 31, 2023 and 2022 is as follows: 2023 2022 $ $ Net cash used in operating activities of discontinued operations (71,292 ) (1,602,478 ) Net cash provided by investing activities of discontinued operations 51,357 1,168,349 Net cash used in financing activities of discontinued operations (58,032 ) (105,360 ) | 4. DISCONTINUED OPERATIONS As a result of non-profitable operations in the Oregon reporting unit, the Company began to wind down operations in Oregon beginning in the year ended January 31, 2021. At January 31, 2021, the Company classified the assets and liabilities in Swell and Megawood as held for sale and completed the sale of these assets in April 2021. By January 31, 2022, the Company made the decision to cease all growing, manufacturing, and processing activities in Bend, Oregon. As the Oregon reporting unit comprises the assets of multiple components in distinct geographic locations, management anticipates completing the sale on a piecemeal basis. Management is engaged in an active program to seek buyers for the major classes of assets and liabilities in Oregon in order to complete a sale in the next twelve months. Remaining inventory on hand at January 31, 2021 had an estimated aggregate net realizable value of approximately $1,296,009. For the year ended January 31, 2021, net loss from discontinued operations included impairment of inventory in Oregon in the amount of $1,384,922 in order to report inventory at its net realizable value. Subsequent to January 31, 2021, the Company sold the remaining Oregon inventory on July 20, 2022. Prepaid expenses classified as held for sale primarily relates to the renewal of licenses that may be transferred in the event of a sale. Otherwise, prepaid expenses will be expensed within loss from discontinued operations over the next twelve months. For the year ended January 31, 2021, the Company recorded a provision for expected credit losses on previously recorded management fees receivable of $nil. Long-term debt consists of vehicle loans and a building mortgage. The mortgage began on February 1, 2015 and matures on January 1, 2035 (20 years). The mortgage bears interest at a fixed rate of 4.5% with payments made monthly. The equipment and vehicle loans consist of three loans with maturity dates ranging from June 1, 2021 through May 15, 2023 and interest rates ranging from 5.59% to 19.9% with payments made monthly. The following table summarizes the major classes of assets and liabilities of the discontinued Oregon operation that have been classified as held-for-sale in the consolidated balance sheet: January 31, 2021 $ Carrying amounts of the major classes of assets included in discontinued operations: Receivables 93,855 Inventory 1,296,009 Prepaid expenses and deposits 153,904 Deferred tax asset 109,753 Property and equipment 1,895,572 Right-of-use assets 1,074,930 Intangible assets 182,137 Total assets classified as held for sale 4,806,160 Current portion of assets classified as held for sale (1,492,826 ) Non-current portion of assets classified as held for sale 3,313,334 Carrying amounts of the major classes of liabilities included in discontinued operations: Lease liabilities 1,217,499 Long-term debt 543,330 Total liabilities classified as held for sale 1,760,829 Current portion of liabilities classified as held for sale (628,171 ) Non-current portion of liabilities classified as held for sale 1,132,658 In connection with the wind-down of operations, the Company concluded that the customer relationship intangible asset held in the Oregon reporting unit had no value and recognized $ nil of impairment. Other expenses for the year ended January 31, 2021 included interest expense of $183,404, acquisition re-organization costs of $1,204,740, and impairment on capital assets of $116,881, offset by other income of $231,212. The following table provides the major classes of line items constituting pre-tax loss from discontinued operations: January 31, 2021 $ Revenue 2,661,223 Cost of sales 2,393,417 Gross margin 267,806 Expenses General and administration 630,691 Provision for expected credit losses - Sales, marketing, and promotion 27,933 Operating lease cost 56,650 Depreciation and amortization 378,113 Impairment of inventory 1,384,922 Impairment of intangible asset - Other expenses 1,273,813 Net loss from discontinued operations before income taxes (3,484,316 ) Income tax expense 256,260 Net loss from discontinued operations after income taxes (3,228,056 ) The following table summarizes the cash flows from discontinued operations: January 31, 2021 $ Net cash (used in) provided by operating activities of discontinued operations 241,753 Net cash provided by investing activities of discontinued operations 100,000 Net cash used in financing activities of discontinued operations (119,914 ) |
SECURITY DEPOSIT
SECURITY DEPOSIT | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Deposit Assets Disclosure [Abstract] | ||
SECURITY DEPOSIT [Text Block] | 5. SECURITY DEPOSIT Non-current assets include a security 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. At January 31, 2023, the security deposit had a balance of $46,871 (January 31, 2022 - $49,011). | 5. SECURITY DEPOSIT The Company has a security 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. At January 31, 2021, the security deposit had a balance of $47,739. |
RECEIVABLES
RECEIVABLES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Receivables [Abstract] | ||
RECEIVABLES [Text Block] | 6. RECEIVABLES A summary of the Company's receivables is as follows: January 31, January 31, $ $ Taxes receivable 10,834 11,945 Trade receivables 401,476 198,478 412,310 210,423 There was no provision for expected credit losses on trade receivables at January 31, 2023 or January 31, 2022. | 6. RECEIVABLES January 31, 2021 $ Sales taxes receivable 14,809 Trade receivables, net 101,208 116,017 At January 31, 2021, trade receivables are presented net of a provision for expected credit losses of $nil. |
Inventory
Inventory | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY [Text Block] | 7. INVENTORY A summary of the Company's inventory is as follows: January 31, 2023 January 31, 2022 $ $ Finished goods 1,556,353 1,848,392 Work in process 2,494,455 2,029,133 Raw materials 122,765 176,948 4,173,573 4,054,473 During the year ended January 31, 2022, cost of sales includes a provision to record inventory at net realizable value of $174,453 (January 31, 2022 - $nil). Finished goods inventory is presented net of the provision to record inventory at net realizable value. | 7. INVENTORY January 31, 2021 $ Finished goods 1,946,638 Work in process 582,655 Raw materials 163,354 2,692,647 |
PROPERTY AND EQUIPMENT AND RIGH
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS [Text Block] | 8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS a) Property and equipment A summary of the Company's property and equipment is as follows: January 31, January 31, $ $ Land 1,330,000 1,330,000 Leasehold improvements 1,775,896 1,758,229 Furniture & fixtures 468,696 460,890 Computer equipment 6,659 46,484 Machinery & equipment 2,450,919 2,305,217 6,032,170 5,900,820 Less: accumulated depreciation (1,347,052 ) (1,031,227 ) 4,685,118 4,869,593 Total depreciation expense for the year ended January 31, 2023 was $533,702 (2022 - $472,998). Of the total depreciation expense, $472,096 was allocated to inventory (2022 - $260,006). During the year, the Company disposed of property and equipment with a cost of $309,907 and accumulated depreciation of $217,877. At January 31, 2022, the Company reclassified buildings with a cost of $1,370,212 and accumulated depreciation of $230,695 to assets classified as held for sale. b) Right-of-use assets The Company's right-of-use assets result from its operating leases (Note 11) and consist of land and buildings used in the cultivation, processing, and warehousing of its products. At January 31, 2023, assets classified as held for sale contains right-of-use assets with a carrying value of $nil (January 31, 2022 - $346,987). Management estimated the fair value less costs to sell of right-of-use assets classified as held for sale at January 31, 2023 was $nil (January 31, 2022 - $346,987). | 8. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS Property and equipment The following table summarizes the Company's property and equipment: January 31, 2021 $ Land 1,330,000 Leasehold improvements 244,472 Furniture & fixtures 376,207 Computer equipment 94,846 Machinery & equipment 1,261,340 3,306,865 Less: accumulated depreciation and amortization (558,229 ) 2,748,636 Total depreciation and amortization expense for the year ended January 31, 2021 was $630,818. Of the total expense, $135,950 was allocated to inventory. At January 31, 2021, the Company reclassified property and equipment with a cost of $1,479,014 and accumulated depreciation of $751,582 to assets classified as to held for sale. The assets consisted primarily of redundant processing and extraction equipment as well as leasehold improvements and fixtures in a right-of-use asset. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. During the year ended January 31, 2021, the Company recorded a loss of $116,881 related to the disposal of various items of leasehold improvements, furniture and fixtures, computer equipment and machinery and equipment related to the Oregon operations. The cost of the property and equipment disposed of was $318,314 and accumulated depreciation was $201,433. There was $nil gross proceeds and the loss has been recorded as other expenses within net loss from discontinued operations. During the year ended January 31, 2021, the Company transferred lights and equipment with a cost of $324,371 and accumulated depreciation of $128,319 between operating units resulting in a classification change from leasehold improvements to machinery and equipment. Right-of-use assets The Company's right-of-use assets result from its operating leases (note 11) and consist of land and buildings used in the cultivation, processing, and warehousing of its products. During the year ended January 31, 2021, the Company amended lease agreements on three leases to extend their term. This resulted in right-of-use asset additions of $7,236,663. For the year ended January 31, 2021, operating lease costs include right-of-use asset amortization of $800,269. Of this, $450,413 was allocated to inventory. At January 31, 2021, the Company reclassified right-of-use assets with a carrying amount of $583,257 to held for sale following an assessment that the Swell and Pure Green properties were redundant to the Company's operation. In addition, the Company reclassified the associated lease liabilities of $628,171 to be classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. At January 31, 2021, the Company reclassified right-of-use assets with a carrying amount of $491,672 to held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS AND GOODWILL [Text Block] | 9. INTANGIBLE ASSETS AND GOODWILL a) Intangible assets A summary of the Company's intangible assets subject to amortization is as follows: January 31, 2023 January 31, 2022 $ $ Licenses 12,167,021 12,141,476 Brands 644,800 868,982 Customer relationships 1,540,447 1,758,553 14,352,268 14,769,011 Less: accumulated amortization (6,465,443 ) (5,544,846 ) 7,886,825 9,224,165 During the year ended January 31, 2023, the Company recognized amortization expense on intangible assets of $1,337,336 (2022 - $1,370,286). During the year ended January 31, 2022, the Company recognized impairment charges of $363,510 on customer relationships allocated to the Oregon reporting unit (Note 4). The estimated aggregate amortization expense for each of the five succeeding years is as follows: $ January 31, 2024 1,337,336 January 31, 2025 1,337,336 January 31, 2026 1,337,336 January 31, 2027 1,337,336 January 31, 2028 1,325,336 Thereafter 1,212,145 7,886,825 b) Goodwill As at January 31, 2023 and 2022, the Company had goodwill of $28,541,323 and $28,541,323, respectively, which was allocated to the Nevada reporting unit. There was no impairment on goodwill identified in either year. | 9. INTANGIBLE ASSETS AND GOODWILL Intangible assets The following table summarizes the Company's intangible assets: January 31, 2021 $ Licenses 12,141,476 Brands 868,982 Customer relationships 2,122,063 15,132,521 Less: accumulated amortization (4,174,560 ) 10,957,961 Total amortization expense from intangible assets for the year ended January 31, 2021 was $1,464,528. During the year ended January 31, 2021, the Company sold a brand for $100,000. At the time of the sale, the brand had a carrying amount of $100,000 comprised of cost of $117,737 and accumulated amortization of $17,737. At January 31, 2021, the Company reclassified intangible assets with a cost of $400,009 and accumulated amortization of $217,872 to held for sale. The intangible assets classified as held for sale consist of licenses, customer lists, and startup costs associated with a right-of-use asset that has also been classified as held for sale. Management estimated the fair value less costs to sell exceeds the carrying value and therefore the assets are measured at their carrying values. Goodwill As at January 31, 2021, the Company had goodwill of $28,541,323 which was allocated to the Nevada reporting unit. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES [Text Block] | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES A summary of the Company's accounts payable and accrued liabilities is as follows: January 31, January 31, $ $ Accounts payable 1,842,089 1,402,546 Accrued liabilities 450,485 428,414 EFF settlement accrual (Note 20) 612,500 612,500 Interest payable 16,352 65,409 2,921,426 2,508,869 | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes the Company's accounts payable and accrued liabilities: January 31, 2021 $ Accounts payable 1,382,519 Accrued liabilities 1,183,259 Interest payable 115,218 2,680,996 |
LEASES
LEASES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Leases [Abstract] | ||
LEASES [Text Block] | 11. LEASES The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were classified as operating leases in accordance with ASC 842. A summary of the Company's active leases and total lease term under contract as at January 31, 2023 is as follows: Entity Name/Lessee Asset Lease term Type Silver State Cultivation LLC Land/ Building 12 Operating lease Silver State Relief LLC (Sparks) Land/ Building 12 Operating lease Silver State Relief LLC (Fernley) Land/ Building 12 Operating lease Phantom Distribution, LLC Land/ Building 5 Operating lease 63353 Bend, LLC Land/ Building 5 Operating lease 20727-4 Bend, LLC Land/ Building 5 Operating lease For the year ended January 31, 2023, the Company incurred operating lease costs in continuing operations of $1,403,743, (2022 - $1,403,743). Of this amount, $812,368 (2022 - $812,368) was allocated to inventory. A summary of the Company's weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term is as follows: January 31, January 31, Weighted average discount rate 10% 10% Weighted average remaining lease term (years) 9.63 10.46 A summary of the maturity of contractual undiscounted liabilities associated with the Company's operating leases as of January 31, 2023 is as follows: Year ending January, $ 2024 1,276,262 2025 1,314,551 2026 1,353,987 2027 1,394,607 2028 1,436,445 Thereafter 7,712,494 Total undiscounted lease liabilities 14,488,346 Interest on lease liabilities (5,534,921 ) Total present value of minimum lease payments 8,953,425 Current portion of lease liability 398,723 Lease liability 8,554,702 As at January 31, 2023, liabilities classified as held for sale include lease liabilities of $216,298 (2022 - $412,093) and pertain to the operating leases in Phantom Distribution, LLC, 63353 Bend, LLC and 20727-4 Bend, LLC. As at January 31, 2023, t he Company has total undiscounted lease liabilities of $14,488,346 pertaining to lease liabilities in continuing operations and total undiscounted lease liabilities of $228,192 which are classified as held for sale and pertain to the operating leases in Phantom Distribution, LLC, 63353 Bend, LLC and 20727-4 Bend, LLC. | 11. LEASES On February 1, 2020 the Company adopted ASC 842 using the modified retrospective transition approach which requires the recognition of lease assets and liabilities for operating and finance leases. Beginning on February 1, 2020, the Company's financial statements are presented in accordance with the revised policy. The Company's accounting policy is described in note 3. As a result of the adoption of ASC 842, the Company recorded operating right-of-use assets of $5,001,360, and operating lease liabilities of $5,001,360. The Company's leases consist of land and buildings used in the cultivation, processing, and warehousing of its products. All leases were found to be operating leases in accordance with ASC 842. The following table presents the Company's active leases and total lease term under contract: Entity Name/Lessee Asset Useful life (years) Type Swell Companies, LTD Land/Building 5 Operating lease Silver State Cultivation LLC Land/Building 12 Operating lease Silver State Relief LLC (Sparks) Land/Building 12 Operating lease Silver State Relief LLC (Fernley) Land/Building 12 Operating lease Megawood Enterprises Inc. Land/Building 5 Operating lease Phantom Distribution, LLC Land/Building 5 Operating lease 63353 Bend, LLC Land/Building 5 Operating lease 20727-4 Bend, LLC Land/Building 5 Operating lease 4964 BFH, LLC Land/Building 5 Operating lease For the year ended January 31, 2021, the Company incurred operating lease costs of $1,249,422. Of these amounts, $700,185, were allocated to inventory. The following table displays the weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term: January 31, 2021 Weighted average discount rate 10% Weighted average remaining lease term (years) 11.32 The maturity of the contractual undiscounted lease liabilities of the Company's operating leases as of January 31, 2021 is as follows: Year ending January, Continuing Discontinued Total $ 2022 1,203,000 420,382 1,623,382 2023 1,239,090 426,184 1,665,274 2024 1,276,263 415,947 1,692,210 2025 1,314,551 144,732 1,459,283 2026 1,353,987 36,399 1,390,386 Thereafter 10,543,546 - 10,543,546 Total undiscounted lease liabilities 16,930,437 1,443,644 18,374,081 Interest on lease liabilities (7,390,693 ) (226,145 ) (7,616,838 ) Total present value of minimum lease payments 9,539,744 1,217,499 10,757,243 Current portion of lease liability 260,621 314,799 575,420 Non-current portion of lease liability 9,279,123 902,700 10,181,823 As at January 31, 2021, liabilities classified as held for sale includes lease liabilities of $1,217,499. The Company had total undiscounted lease liabilities with related parties of $17,615,013 (note 18). Of the total undiscounted lease liabilities with related parties, $684,576 are classified as held for sale. |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Debt Disclosure [Abstract] | ||
PROMISSORY NOTES [Text Block] | 12. PROMISSORY NOTES Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) 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 promissory 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. a) Convertible promissory notes A summary of the Company's convertible promissory notes denominated in U.S. dollars is as follows: June 13, 2018 issuance May 24, 2019 issuance Total $ $ $ Balance, January 31, 2021 1,072,590 1,130,056 2,202,646 Payment - (1,210,000 ) (1,210,000 ) Interest expense 17,649 40,685 58,334 Accretion expense 191,203 39,259 230,462 Balance, January 31, 2022 1,281,442 - 1,281,442 Payment (41,600 ) - (41,600 ) Interest expense 1,600 - 1,600 Loss on foreign exchange translation (85,183 ) - (85,183 ) Balance, January 31, 2023 1,156,259 - 1,156,259 On August 19, 2022, the Company repaid $41,600 comprised of $40,000 of principal and $1,600 of interest related to the June 13, 2018 issuance of convertible promissory notes. On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC ("EFF") to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (Note 20). On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes were exercisable in USD while the functional currency of the Company is Canadian dollars. The conversion feature expired on June 13, 2021 and as such the fair value of the conversion feature as at January 31, 2023 was $nil (January 31, 2022 - $nil). 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 $1.56 per share and may be converted at the maturity date. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. On May 24, 2021 the note was fully repaid. b) Promissory note payable A summary of the Company's promissory note payable denominated in USD is as follows: $ Balance, January 31, 2021 14,186,667 Repayments (6,080,000 ) Balance, January 31, 2022 8,106,667 Repayments (6,080,000 ) Balance, January 31, 2023 2,026,667 Current portion 2,026,667 Non-current portion - On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The promissory note is payable in the following principal instalments: $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 promissory note accrues interest at a rate of 10% per annum. The promissory note is secured by 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, Mr. Newman and the Company agreed to further amend the terms of the 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 promissory note is due and payable on January 1, 2021. This modification resulted in a gain of $nil. On November 19, 2020, the Company announced an agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his promissory note, due to mature on January 1, 2021, was amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments are $506,667 plus interest. The interest rate at 9.5% was unchanged. For the year ended January 31, 2023, interest expense was $455,091 (2022 - $1,032,691). Interest paid during the year ended January 31, 2023 was $504,147 (2022 - $1,082,500). | 12. CONVERTIBLE DEBENTURES AND PROMISSORY NOTES The Company early adopted ASU 2020-06 on February 1, 2021 using the full retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Transaction costs related to the issuance of convertible promissory notes are apportioned to their respective financial liability and equity components (if applicable) 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 debentures and promissory 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. Convertible debentures The following is the continuity of the Company's convertible debentures issued in Canadian dollars. All below disclosure is denominated in U.S. dollars: December 31, January 30, 2019 Total $ $ $ Balance, January 31, 2020 2,066,976 4,179,094 6,246,070 New issuances on exercise of warrants 1,749,065 3,939,377 5,688,442 Conversions (4,075,959 ) (8,682,514 ) (12,758,473 ) Interest 190,003 409,237 599,240 Accretion expense 251,990 473,248 725,238 Interest paid - cash (250,879 ) (534,039 ) (784,918 ) Foreign exchange loss 68,804 215,597 284,401 Balance, January 31, 2021 - - - The following transactions occurred during the year ended January 31, 2021: (a) (b) (c) (d) The following is a continuity of the Company's convertible promissory notes denominated in U.S. dollars: June 13, 2018 January 23, 2019 May 24, 2019 issuance issuance issuance Total $ $ $ $ Balance, January 31, 2020 639,665 175,000 918,316 1,732,981 Payment - (175,000 ) - (175,000 ) Interest 48,733 - 100,274 149,007 Accretion expense 384,192 - 111,466 495,658 Balance, January 31, 2021 1,072,590 - 1,130,056 2,202,646 On June 13, 2018, the Company issued convertible promissory notes to the vendors that sold Eco Firma Farms, LLC to the Company in the aggregate principal amount of $2,000,000. The convertible promissory notes were convertible at $1.00 per share. The convertible promissory notes accrue interest at a rate of 4% per annum, compounded annually, and were fully due and payable on June 13, 2021. The Company is in an ongoing dispute with the vendors over repayment (note 22). On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2021 was $409,007. 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 as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2021 was $nil. On February 21, 2020, the Company repaid the convertible promissory note with a cash payment of $130,000 and the issuance of 95,849 common shares (note 15). 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 $1.56 per share and may be converted at the maturity date. On issuance, the Company determined the conversion feature was a derivative liability as the convertible promissory notes are exercisable in USD while the functional currency of the Company is Canadian dollars. The fair value of the conversion feature as at January 31, 2021 was $76,150. On May 24, 2021 the note was fully repaid. Promissory notes The following is a continuity of the Company's promissory notes denominated in U.S. dollars: January 1, 2019 issuance $ Balance, January 31, 2020 21,200,000 Payments (7,013,333 ) Balance, January 31, 2021 14,186,667 Current portion 6,080,000 Non-current portion 8,106,667 On January 1, 2019, the Company issued a promissory note to Mr. Newman, who sold Silver State to the Company in the principal amount of $30,000,000. The note is payable in the following principal instalments: $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 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, Mr. 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. On November 19, 2020, the Company announced agreement with Mr. Newman that the remaining $15,200,000 principal outstanding on his senior secured Note, due to mature on January 1, 2021, has been amended with lower monthly payments amortized over a 30-month period. Commencing December 1, 2020, the monthly payments will be $506,667 plus interest. The interest rate at 9.5% is unchanged. For the year ended January 31, 2021, interest expense was $1,643,363. Interest paid during the year ended January 31, 2021 was $1,715,750. |
RECLAMATION OBLIGATION
RECLAMATION OBLIGATION | 12 Months Ended |
Jan. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
RECLAMATION OBLIGATION [Text Block] | 13. 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. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITY [Text block] | 13. A summary of the Company's derivative liabilities is as follows: Conversion Earn out shares Total $ $ $ Balance, January 31, 2021 485,157 9,273,970 9,759,127 Fair value adjustment on derivative liabilities (485,157 ) (8,091,133 ) (8,576,290 ) Settlement of Phantom earn out - (677,939 ) (677,939 ) Effect of foreign exchange - 501,470 501,470 Balance, January 31, 2022 - 1,006,368 1,006,368 Fair value adjustment on derivative liabilities - (742,483 ) (742,483 ) Effect of foreign exchange - (24,185 ) (24,185 ) Balance, January 31, 2023 - 239,700 239,700 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 were based on the Company's common shares exceeding certain share prices during the period. The fair value of the derivative liability is derived using a Monte Carlo simulation. On January 24, 2022, the Company issued 1,300,000 common shares for full settlement of the Phantom earn out shares. 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 were based on the Company's common shares exceeding certain share prices during the period. Additionally, the 50% of the earn out shares are earned upon a change of control of the Company. The fair value of the derivative liability is derived using a Monte Carlo simulation. A summary of the Company's significant inputs into the Monte Carlo simulation used to determine the fair value of earn out shares is as follows: January 31, January 31, Discount rate 4.43% 1.24% Expected life in years 3.31 4.33 Expected stock volatility 80% 80% Expected volatility of foreign exchange 6.40% 6.52% The conversion feature of the June 13, 2018 and May 24, 2019 convertible promissory notes expired on June 13, 2021 and May 24, 2021, respectively. As such, the fair value of each at January 31, 2023 and 2022 was $nil and $nil, respectively. | 14. DERIVATIVE LIABILITIES The following reflects the continuity of derivative liabilities: Conversion Earn out shares Total $ $ $ Balance, January 31, 2020 151,242 3,699,154 3,850,396 Fair value adjustment on derivative liabilities 333,915 5,422,280 5,756,195 Effect of foreign exchange - 152,536 152,536 Balance, January 31, 2021 485,157 9,273,970 9,759,127 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 were based on the Company's common shares exceeding certain share prices during the period. The liability was 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. Additionally, the 50% of the earn out shares are earned upon a change of control of the Company. The liability is derived using a Monte Carlo simulation. Significant inputs into the Monte Carlo simulation used to determine the fair value of earn of earn out shares were as follows: Earn out shares January 31, 2021 Discount rate 0.30% Expected life in years 5.34 Expected stock volatility 80% Expected volatility of foreign exchange 5.29% The fair value of the conversion features of the convertible promissory notes is determined using a Black-Scholes option pricing model. Significant inputs into the calculation were as follows: Conversion Conversion January 31, 2021 January 31, 2021 Discount rate 0.18% 0.18% Expected life in years 0.36 0.31 Expected stock volatility 85% 86% Stock price (CAD) $ 1.54 $ 1.54 Exercise price (CAD) $ 1.28 $ 2.00 As at January 31, 2021, the conversion features of the June 13, 2018 and May 24, 2019 convertible promissory notes had fair values of $409,007 and $76,150, respectively. Subsequent to January 31, 2021, the conversion features expired on June 13, 2021 and May 24, 2021, respectively unexercised. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Equity [Abstract] | ||
SHARE CAPITAL [Text Block] | 14. SHARE CAPITAL 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. A summary of the Company's share capital is as follows: Number of shares Common stock # $ Balance, January 31, 2021 117,057,860 103,636,830 Shares issued - Phantom Farm warrants exercises ( 1 ) 456,100 533,326 Shares issued - EFF commitment ( 2 ) 19,774 21,787 Shares issued - Guaranteed warrants ( 3 ) 1,214,080 - Shares issued - Settlement of Earn out shares ( 4 ) 1,300,000 677,939 Share-based compensation - 366,469 Balance, January 31, 2022 120,047,814 105,236,351 Share-based compensation - 209,441 Balance, January 31, 2023 120,047,814 105,445,792 (1) (2) (3) (4) a) Commitment to issue shares In connection with the acquisition of EFF on June 13, 2018, the Company issued a promissory note payable to deliver 1,977,500 shares to the vendors of EFF in the amount of $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2023 shares issued pursuant to this commitment total 1,184,407 shares. b) Warrants A summary of the Company's warrant activity is as follows: Warrants outstanding Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2021 11,894,746 1.32 1.96 Exercised (4,616,100 ) 1.05 Expired (4,038,646 ) 1.73 Balance, January 31, 2022 3,240,000 1.18 2.10 Balance, January 31, 2023 3,240,000 1.18 1.10 A summary of the Company's outstanding and exercisable warrants at January 31, 2023, is as follows: Expiry date Exercise price Number of warrants C$ # December 31, 2023 1.00 632,400 January 30, 2024 1.00 1,407,600 May 24, 2024 1.50 1,200,000 3,240,000 As at January 31, 2023 and 2022, outstanding and exercisable warrants had intrinsic values of $nil and $nil, respectively. On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised. On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company. c) Stock options The Company is authorized to grant options to executive officers and directors, employees, and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company's shares as calculated on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors. A summary of the Company's stock option activity is as follows: Options outstanding and exercisable Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2021 6,965,000 1.22 2.05 Expired (1,350,000 ) 2.80 Balance, January 31, 2022 5,615,000 0.84 1.45 Granted 600,000 0.70 Expired (1,405,000 ) 1.25 Balance, January 31, 2023 4,810,000 0.75 0.86 A summary of the Company's stock options outstanding and exercisable at January 31, 2023, is as follows: Expiry date Exercise price Outstanding Exercisable C$ # # August 17, 2023 0.70 3,560,000 3,560,000 January 28, 2024 1.50 150,000 150,000 October 9, 2024 1.00 500,000 500,000 February 10, 2025 0.70 600,000 199,998 4,810,000 4,409,998 As at January 31, 2023 and 2022, outstanding and exercisable stock options had intrinsic values of $nil and $nil, respectively. During the year ended January 31, 2023, the Company recorded a share-based compensation expense of $209,441 (2022 - $366,469). A summary of the Company's assumptions used in the Black-Scholes option pricing model for stock options granted during the years ended January 31, 2023 and 2022, is as follows: 2023 2022 Stock price C$0.61 Exercise price C$0.70 Risk-free rate 1.60% - Expected life of options 3 years - Annualized volatility 80% - Dividend rate 0% - The Company has computed the fair value of options granted using the Black-Scholes option pricing model. The expected term used for options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the "simplified" method to develop an estimate of the expected term of "plain vanilla" employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. | 15. SHAREHOLDERS' EQUITY Common stock 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 common stock for the year ended January 31, 2021: Number of Common stock $ Balance, January 31, 2020 89,388,639 85,096,509 Shares issued - acquisition of Phantom Farms (i) 7,132,042 2,582,903 Shares issued - Megawood (ii) 95,849 38,415 Shares issued - option exercises (iii) 200,000 98,950 Shares issued - conversion of debentures (iv) 19,764,694 12,758,473 Shares issued - Swell commitment (v) 456,862 429,582 Shares issued - EFF commitment (vi) 19,774 21,371 Standby warrants issued - 2,116,192 Share-based compensation - 494,435 Balance, January 31, 2021 117,057,860 103,636,830 (i) (ii) (iii) (iv) (v) (vi) 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 $1,905,635, without interest, any time after October 15, 2018. As at January 31, 2021 the Company has a remaining commitment to deliver 1,349,046 shares. Warrants The following summarizes the Company's warrant activity: Warrants outstanding Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2020 5,694,746 1.66 0.74 Issued 6,200,000 1.00 Balance, January 31, 2021 11,894,746 1.32 1.96 As at January 31, 2021, the following warrants were outstanding and exercisable: Expiry Date Exercise Price Number of C$ # February 4, 2021 1.50 1,700,000 May 28, 2021 1.83 2,794,746 December 31, 2023 1.00 1,922,000 January 30, 2024 1.00 4,278,000 May 24, 2024 1.50 1,200,000 11,894,746 On May 28, 2020, the Company extended the expiry date of 2,794,746 warrants with an exercise price of C$1.83, from May 29, 2020 to May 29, 2021, with all other terms the same. These warrants expired unexercised on May 29, 2021. On February 4, 2021, 456,100 warrants with an exercise price of $1.17 (C$1.50) were exercised to purchase 456,100 common shares of the Company for proceeds of $533,326. Of the warrants exercised, 426,100 were exercised by a Director of the Company. On the same date, 1,243,900 warrants expired unexercised. On June 17, 2021, 4,160,000 warrants were exercised on a cashless basis for 1,214,080 common shares of the Company. Stock options The Company is authorized to grant options to executive officers and directors, employees and consultants, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option is set by the Board of Directors and shall not be less than the market price of the Company's shares on the date of grant. The options can be granted for a maximum term of 10 years. Vesting is determined by the Board of Directors. Details of the Company's stock option activity are as follows: Options Weighted Weighted # C$ Years Balance January 31, 2020 3,255,000 1.78 2.18 Granted 4,055,000 0.73 Exercised (200,000 ) 0.65 Expired/Cancelled (145,000 ) 0.71 Balance, January 31, 2021 6,965,000 1.22 2.05 As at January 31, 2021, the following stock options were outstanding and exercisable: Expiry Date Exercise Price Outstanding Exercisable C$ # # June 25, 2021 2.80 1,350,000 1,350,000 February 5, 2022 1.11 460,000 460,000 October 9, 2022 1.38 500,000 500,000 January 24, 2023 0.80 100,000 100,000 August 17, 2023 0.70 3,905,000 1,301,667 January 28, 2024 1.50 150,000 50,000 October 9, 2024 1.00 500,000 500,000 6,965,000 4,261,667 During the year ended January 31, 2021, the Company recorded a share-based compensation expense of $494,435. The fair value of stock options was calculated using the Black-Scholes Option Pricing Model using the following weighted average assumptions: Expiry Date 2021 Risk-free rate 0.19% Expected term of options 3 years Annualized volatility 80% Dividend rate 0% |
SELLING, GENERAL AND ADMINISTRA
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Selling, General and Administrative Expense [Abstract] | ||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE [Text Block] | 15. A summary of the Company's selling, general and administration expenses for the years ended January 31, 2023 and 2022, is as follows: 2023 2022 $ $ Accounting and legal 716,349 665,248 Depreciation and amortization 1,365,018 1,280,446 License fees, taxes and insurance 1,625,036 1,807,645 Office facilities and administrative 338,492 301,944 Operating lease cost 591,375 591,376 Other expenses 806,009 256,454 Professional fees and consulting 903,513 701,999 Salaries and wages 2,747,133 2,913,900 Sales, marketing, and promotion 83,672 83,770 Share-based compensation 209,441 366,469 Shareholder communications 18,128 26,781 Travel and entertainment 41,742 59,142 9,445,908 9,055,174 | 16. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE Selling, general and administrative expenses for the year ended January 31, 2021 were comprised of the following: 2021 $ Accounting and legal 501,854 Depreciation and amortization 1,321,686 License fees, taxes and insurance 1,705,539 Office Facilities and administrative 253,230 Operating lease cost 549,031 Other 372,307 Professional Fees and consulting 650,188 Salaries and wages 2,884,320 Share-based compensation 494,435 Shareholder Communications 15,834 Travel and entertainment 58,975 8,807,399 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENTED INFORMATION [Text Block] | 16. 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. A summary of the Company's segmented operational activity and balances for the year ended January 31, 2023 is as follows: Discontinued Nevada Corporate Consolidated $ $ $ $ Total revenue 357,540 28,888,410 - 29,245,950 Gross profit - 13,401,146 - 13,401,146 Operating expenses: - General and administration (386,779 ) (4,397,477 ) (2,798,925 ) (7,583,181 ) Sales, marketing, and promotion (1,938 ) (83,672 ) - (85,610 ) Operating lease cost (195,639 ) (591,375 ) - (787,014 ) Depreciation and amortization (23,756 ) (1,270,092 ) (94,926 ) (1,388,774 ) Share-based compensation - - (209,441 ) (209,441 ) Impairment of inventory (245,682 ) - (20,726 ) (266,408 ) Provision for expected credit losses (218,425 ) - - (218,425 ) Interest, accretion, and other (6,861 ) (31,327 ) 288,123 249,935 Net income (loss) before taxes (1,079,080 ) 7,027,203 (2,835,895 ) 3,112,228 A summary of the Company's segmented operational activity and balances for the year ended January 31, 2022 is as follows: Discontinued operations (Oregon) Nevada Corporate Consolidated $ $ $ $ Total revenue 1,128,403 32,982,976 - 34,111,379 G (473,854 ) 18,809,985 - 18,336,131 Operating expenses: General and administration (429,969 ) (3,797,101 ) (2,936,012 ) (7,163,082 ) Sales, marketing, and promotion - (83,770 ) - (83,770 ) Operating lease cost (1,233 ) (591,376 ) - (592,609 ) Depreciation and amortization (207,319 ) (1,276,640 ) (3,806 ) (1,487,765 ) Share-based compensation - - (366,469 ) (366,469 ) Impairment of inventory (1,456,818 ) - - (1,456,818 ) Interest, accretion, and other 284,125 22,171 7,355,059 7,661,355 Net income (loss) before taxes (2,285,068 ) 13,083,269 4,048,772 14,846,973 a) Entity-wide disclosures All revenue for the years ended January 31, 2023 and 2022 was earned in the United States. For the years ended January 31, 2023 and January 31, 2022, no customer represented more than 10% of the Company's net revenue and receivables. A summary of the Company's the long-lived tangible assets disaggregation by geographic area is as follows: January 31, January 31, $ $ Nevada 11,321,662 11,903,430 Discontinued operations (Oregon) 1,748,286 1,817,633 Other 703 24,414 13,070,651 13,745,477 | 17. 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, 2021 Discontinued Nevada Corporate Consolidated $ $ $ $ Total revenue 2,661,223 33,466,063 - 36,127,286 Gross profit 267,806 18,047,346 - 18,315,152 Operating expenses: - - Selling, general and administrative (658,624 ) (3,643,205 ) (2,799,042 ) (7,100,871 ) Operating lease cost (56,650 ) (549,031 ) - (605,681 ) Depreciation and amortization (378,113 ) (1,270,564 ) (51,122 ) (1,699,799 ) Share-based compensation - - (494,435 ) (494,435 ) Impairment of inventory (1,384,922 ) - - (1,384,922 ) Interest, accretion, and other (1,273,813 ) (137,651 ) (10,735,735 ) (12,147,199 ) Net income (loss) before taxes (3,484,316 ) 12,446,895 (14,080,334 ) (5,117,755 ) Entity-wide disclosures All revenue for the year ended January 31, 2021 was earned in the United States. For the year ended January 31, 2021, no customer represented more than 10% of the Company's net revenue. The following table displays the disaggregation of long-lived assets by geographic area: January 31, $ Nevada 10,110,806 Discontinued operations (Oregon) 1,946,961 Other 28,117 Total 12,085,884 |
COMMITMENTS
COMMITMENTS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS [Text Block] | 17. 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 and Oregon. A summary of the Company's future minimum payments at the year ended January 31, 2023 is as follows: Third Parties Related Total $ $ $ 2024 273,743 1,276,262 1,550,005 2025 45,551 1,314,551 1,360,102 2026 45,551 1,353,987 1,399,538 2027 45,551 1,394,607 1,440,158 2028 45,551 1,436,445 1,481,996 Thereafter 322,651 7,712,494 8,035,145 778,598 14,488,346 15,266,944 | 18. COMMITMENTS The Company and its subsidiaries are committed under lease agreements with related parties, for land, office space, and equipment in Nevada and Oregon as well as for mortgage payments on a building held for sale. At January 31, 2021, the Company has the following future minimum payments: Mortgage Leases with Total $ $ $ 2022 277,214 1,431,192 1,708,406 2023 232,961 1,467,282 1,700,243 2024 224,513 1,504,455 1,728,968 2025 80,414 1,314,551 1,394,965 2026 45,743 1,353,987 1,399,730 Thereafter 415,496 10,543,546 10,959,042 1,276,341 17,615,013 18,891,354 Leases with related parties includes $684,576 of undiscounted lease payments for lease liabilities held for sale. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS [Text Block] | 18. RELATED PARTY TRANSACTIONS A summary of the Company's related balances included in accounts payable, accrued liabilities, and promissory note payable is as follows: January 31, January 31, $ $ Due to the President and CEO 2,043,019 8,172,075 Lease liabilities due to a company controlled by the CEO 8,953,425 9,279,123 Lease liabilities due to SDP Development - 412,093 Due to the CFO of the Company 692 360 10,997,136 17,863,651 Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business. A summary of the Company's transactions with related parties including key management personnel for the years ended January 31, 2023 and 2022 is as follows: 2023 2022 $ $ Consulting fees paid to a director 125,000 240,000 Amounts paid to CEO or companies controlled by CEO for leases 1,239,090 1,203,000 Amounts paid to CEO or companies controlled by CEO for repayments of promissory note 6,584,146 7,162,500 Amounts paid to CEO or companies controlled by CEO for remuneration 200,000 267,119 Salary paid to directors and officers 398,950 496,807 Share based compensation including warrants and stock options for directors and officers 153,426 251,333 Lease payments made to SDP Development - 209,176 8,700,612 9,829,935 Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest. On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a Director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share. | 20. RELATED PARTY TRANSACTIONS Balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable at January 31, 2021: January 31, 2021 $ Due to the President and CEO 14,369,004 Lease liabilities due to a company controlled by the CEO 9,539,744 Lease liabilities due to SDP Development 589,328 Due to the CFO of the Company 527 24,498,603 Due to the President and CEO consists of promissory note principal and interest and reimbursable expenses incurred in the normal course of business. The Company had the following transactions with related parties including key management personnel during the year ended January 31, 2021: January 31, 2021 $ Consulting fees paid to a director - Amounts paid to CEO or companies controlled by CEO 10,368,616 Salary paid to directors and officers 499,710 Share compensation for directors and officers 360,610 Convertible debenture interest paid to directors and officers 18,346 Lease payments made to SDP Development 228,192 11,475,474 Amounts paid to CEO or companies controlled by CEO consists of salary, lease payments, and promissory note principal and interest. On February 12, 2020, the Company amended the purchase agreement with SDP Development, of which a director of the Company is a principal owner. The Company had agreed on February 4, 2019 to purchase SDP Development on October 15, 2020, which owned six real estate properties that were leased in connection with Phantom Farms' cannabis cultivation, processing and wholesale distribution operations. The aggregate purchase price was $8,010,000 payable in cash, or, at the election of the vendors, in whole or in part by the issue of 2,670,000 shares at $3.00 per common share. On February 12, 2020 the parties agreed to the following modified terms: the Company purchased the two Southern Oregon farms from SDP Development constituting over 60 acres of real property housing the two outdoor cannabis cultivation facilities totaling 80,000 square feet of canopy, rent reduction on the three Phantom properties in Central Oregon, and a release from the obligation to purchase the sixth property in Southern Oregon. In exchange, the SDP vendors received 7,132,041 common shares of the Company with a fair value of $2,582,903. The consideration exceeded the fair market value of the land acquired and as a result, the Company recorded transaction costs of $1,204,740. The Company has three remaining leases with SDP Development. The undiscounted future cash flows for the three remaining leases at January 31, 2021 total $684,576. On November 16, 2020, the Company amended the terms of the three Nevada leases with Double G Holdings (a Company controlled by the Company's President and CEO). The term of the two dispensary leases and the warehouse lease was extended to November 30, 2027 with a right to extend for a further five years and with an annual increase to the base rent of 3% commencing January 1, 2022. At January 31, 2021, the undiscounted future cash flows for all three leases including the five-year extension total $16,930,437. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Earnings Per Share [Abstract] | ||
EARNINGS PER SHARE [Text Block] | 19. EARNINGS PER SHARE A summary of the Company's calculation of basic and diluted earnings per share for the years ended January 31, 2023 and 2022, is as follows: 2023 2022 Net income from continuing operations after income taxes $ 1,381,540 $ 12,197,574 Net loss from discontinued operations after income taxes $ (1,088,329 ) $ (2,242,644 ) Net income $ 293,211 $ 9,954,930 Weighted average number of common shares outstanding 120,047,814 118,308,584 Dilutive effect of warrants and stock options outstanding 2,833,093 2,833,093 Diluted weighted average number of common shares outstanding 122,880,907 121,141,677 Basic income per share, continuing operations $ 0.01 $ 0.10 Diluted income per share, continuing operations $ 0.01 $ 0.10 Basic loss per share, discontinued operations $ (0.01 ) $ (0.02 ) D $ (0.01 ) $ (0.02 ) B $ 0.00 $ 0.08 D $ 0.00 $ 0.08 The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the years ended January 31, 2023 and 2022, the number of warrants excluded from the computation was 1,200,000 and 1,200,000, respectively. For the years ended January 31, 2023 and 2022, the number of stock options excluded from the computation was 4,409,998 and 4,263,333, respectively. For the years ended January 31, 2023 and 2022, the computation of diluted earnings per share also excludes the potential issuance of 6,000,000 earn out shares (Note 13) as the market price of the common shares has not been high enough to trigger an earn out event. | 21. EARNINGS PER SHARE The following is a reconciliation for the calculation of basic and diluted earnings per share for the year ended January 31, 2021: January 31, 2021 Net loss from continuing operations after income taxes $ (4,601,572 ) Net loss from discontinued operations after income taxes $ (3,228,056 ) Net loss $ (7,829,628 ) Weighted average number of common shares outstanding 104,841,540 Dilutive effect of warrants and stock options outstanding - Diluted weighted average number of common shares outstanding 104,841,540 Basic loss per share, continuing operations $ (0.04 ) Diluted loss per share, continuing operations $ (0.04 ) Basic loss per share, discontinued operations $ (0.03 ) Diluted loss per share, discontinued operations $ (0.03 ) Basic loss per share $ (0.07 ) Diluted loss per share $ (0.07 ) The computation of diluted earnings per share excludes the effect of the potential exercise of warrants and stock options when the average market price of the common stock is lower than the exercise price of the respective warrant or stock option and when inclusion of these amounts would be anti-dilutive. For the year ended January 31, 2021, the number of warrants and stock options excluded from the computation was 16,156,413. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Loss Contingency [Abstract] | ||
CONTINGENCIES [Text Block] | 20. CONTINGENCIES 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. a) Legal proceedings Oregon Action On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment, entered on February 2, 2021. The judgment in favor of the Company remains unpaid and continues to collect interest at the statutory rate of 9% per annum. On November 12, 2020, the plaintiffs appealed the order dismissing the claims alleged in their amended complaint. On March 2, 2021, the plaintiffs amended their appeal to also appeal the award of attorney fees and costs. On October 26, 2022, the Court of Appeals issued its decision, reversing the general and supplemental judgments in favor of the Company and remanding the case to the trial court for further proceedings. The Company filed a petition for reconsideration of the Court of Appeals decision on December 7, 2022, which was denied. On April 19, 2023, the Company filed a petition for review in the Oregon Supreme Court. The petition for review is pending. The Company cannot predict if the Oregon Supreme Court will grant certiorari to hear the appeal, and if so, the likely resolution of the appeal. British Columbia Action On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. The Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon Action (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,176.05 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage, and the trial date is scheduled for February 2024. It is too early to predict the resolution of the claims and counterclaims. Settled and Dismissed Action On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action. | 22. CONTINGENCIES 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 balance sheet, results of operations, or the ability to carry on any of its business activities. Legal proceedings Oregon Action: On October 22, 2020, the Company submitted a petition to recover the costs and attorney fees incurred by the Company as the prevailing party in the Oregon Action. On January 20, 2021, the Court ruled in the Company's favor, awarding the Company and its subsidiaries $68,195 in attorney's fees, $1,252 in costs, and a statutory prevailing party fee of $640, through a supplemental judgment. On March 3, 2021, Plaintiffs filed an amended notice of appeal from the supplemental judgement awarding attorney fees. The parties have since briefed the appeal to the Oregon Court of Appeals and await a determination from the Court. It is too early to predict the resolution of the appeal. British Columbia Action: On November 8, 2019, the Company responded and counterclaimed for general, special and punitive damages, including interest and costs, related to breach of contract, repudiation of contract, breach of indemnity and fraudulent and negligent misrepresentation by the Plaintiffs. Plaintiffs filed a response to the Company's counterclaims on or about June 5, 2020, and the parties stipulated to a form of amended pleading which included the joinder of additional parties, an owner of Proudest Monkey Holdings, LLC and EFF, and additional contract and equitable claims and damages, partially duplicative to those alleged by the Plaintiffs in the Oregon lawsuit (breach of contract, indemnity, unjust enrichment and wrongful termination claims). Plaintiffs allege $2,774,176 in damages (as amended), plus unquantified additional damages, interest and costs, of which amounts are partially duplicative of the Oregon Action. This action remains in the discovery stage, but no trial date has been set. It is too early to predict the resolution of the claims and counterclaims. Settled and Dismissed Action: On March 23, 2022, the Company and Wallace Hill entered into a mutual release agreement, pursuant to which, among other things, all parties agreed to dismiss their respective claims and to release one another from any further causes of action in connection with the subject matter of the original claims. On April 23, 2022, the parties filed a Notice of Discontinuance in the Supreme Court of British Columbia formally dismissing the civil action. |
INCOME TAXES
INCOME TAXES | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES [Text Block] | 21. INCOME TAXES The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the "ITA"), for Canadian income tax purposes. However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) ("IRC") and are thereby subject to federal income tax on their worldwide income. As a result, the Company is subject to taxation both in Canada and the United States. A summary of the Company's components of the income tax provision for the years ended January 31, 2023 and 2022, is as follows: 2023 2022 $ $ Current Canadian - - US Federal and State 2,866,688 4,344,395 Total current income tax expense 2,866,688 4,344,395 Deferred Canadian - - US Federal and State (56,920 ) 590,072 Total deferred income tax recovery (56,920 ) 590,072 Total income tax expense 2,809,768 4,934,467 A summary of the Company's domestic and foreign components of income (loss) before provision for income taxes for the years ended January 31, 2023 and 2022, is as follows: 2023 2022 $ $ Canadian (702,488 ) 6,985,670 United States 4,893,796 10,146,371 Income (loss) before income taxes 4,191,308 17,132,041 A summary of the Company's reconciliation of the statutory income tax rate percentage to the effective tax rate for the years ended January 31, 2023 and 2022 is as follows: 2023 2022 $ $ Income (loss) for the year 4,191,308 17,132,041 Statutory rate 27% 27% Income tax expense at statutory rate 1,131,653 4,625,653 Non-deductible expenditures and non-taxable revenues IRC section 280E disallowance 1,802,992 1,834,479 Other 56,549 98,946 Foreign tax rate differential (288,933 ) (608,783 ) Change in foreign exchange rates and other 196,298 115,835 Change in valuation allowance (198,848 ) (73,893 ) Payable adjustment to provision versus statutory tax returns 67,056 2,738,188 Deferred adjustment to provision versus statutory tax returns 10,410 (4,316,443 ) Uncertain tax position, inclusive of interest and penalties 32,591 520,485 2,809,768 4,934,467 A summary of the Company's deferred tax assets significant components is as follows: January 31, 2023 January 31, $ $ Deferred tax assets Share issuance costs and financing fees 4,764 262,726 Allowable capital losses 132,986 139,182 Non-capital losses 4,699,606 4,376,843 Intangible assets 85,843 98,394 Right of use assets and lease liabilities, net 73,247 53,248 Reclamation obligation 14,219 14,923 Derivative liability 64,719 271,719 Inventories 36,797 - Convertible promissory note 312,190 345,989 Total deferred tax assets 5,424,371 5,563,024 Valuation allowance (5,311,368) (5,510,216) Total net deferred tax assets 113,003 52,808 Deferred tax liabilities Property and equipment (89,641) (86,366) Net deferred tax (liability) asset 23,362 (33,558) Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the Canadian loss carryforwards that may expire prior to their utilization has been recorded at January 31, 2023. As of January 31, 2023, the Company has $17.4 million of Canadian non-capital loses which expire between 2026 and 2043, and Canadian capital losses of $985 thousand with no expiry date. The Company determined a valuation allowance was also applicable to the other Canadian deferred tax assets. The Company also has of $2.7 million of Oregon net operating losses which have a 15-year carryforward period with losses expiring between 2034 and 2038. The Company determined a valuation allowance was applicable to the full amount of the available Canadian losses. As the Company operates in the cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for US federal income tax purposes as well as state income tax purposes. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to costs of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Canadian entity over the three-year period ended January 31, 2023. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of January 31, 2023, a valuation allowance of $5,311,368 (2022 - $5,510,216) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. As of January 31, 2023, and January 31, 2022, the Company recorded an uncertain tax liability of $846,446 and $813,855, respectively, inclusive of interest and penalties. The uncertain tax position comprises of certain deductions for lease obligations, depreciation and amortization taken in prior years in excess of the accounting expenses in respect of assets used in production as well as deductions for inventory impairment that were not previously taken. The total of these uncertainties before interest and penalties is $789,112 as of January 31, 2023. The Company believes it is reasonably possible that $401,824 of unrecognized tax benefits related to depreciation and $7,745 of unrecognized tax benefits related to amortization, lease obligations and inventory may decrease within the next 12 months as the Company will be filing amended tax returns for prior years and amounts will be coming statute-barred with respect to the 2020 fiscal year. During the years ended January 31, 2023, the Company recorded interest of $55,065 and penalties of $2,268 on uncertain tax liabilities within the consolidated statements of operations and comprehensive (loss) income. The Company is subject to taxation and files income tax returns in Canada, the U.S. and Oregon. As of January 31, 2023, the tax returns for the 2020, 2021 and 2022 fiscal years are subject to examination by tax authorities in the U.S. and Oregon. The tax return for the 2019 fiscal year is also subject to examination by tax authorities in Canada. The aggregate change in the balance of gross unrecognized tax benefits, which includes interest and penalties is as follows: January 31, 2022 $ $ Beginning balance 813,855 293,370 Increase due to tax positions taken during a prior year 32,591 520,485 Ending balance 846,446 813,855 The total amount of unrecognized tax benefits that would, if recognized, impact the effective tax rate is $846,446 for the tax year ended January 31, 2023 ($813,855 for January 31, 2022). A summary of the components of the Company's income taxes payable is as follows: January 31, January 31, $ $ Income taxes payable 6,890,412 4,056,315 Unrecognized tax position, inclusive of interest and penalties 846,446 813,855 7,736,858 4,870,170 | 19. INCOME TAXES The Company is a Canadian resident company, as defined in the Income Tax Act (Canada) (the "ITA"), for Canadian income tax purposes. However, it has subsidiaries that are treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) ("IRC") and are thereby subject to federal income tax on their worldwide income. As a result, the Company is subject to taxation both in Canada and the United States. The components of the income tax provision for the year ended January 31, 2021 include: January 31, 2021 $ Current Canadian - US Federal 2,366,046 Total current income tax expense 2,366,046 Deferred Canadian - US Federal 602,087 Total deferred income tax recovery 602,087 Total income tax expense 2,968,133 The domestic and foreign components of loss before provision for income taxes consisted of the following: January 31, $ Canadian (11,678,406 ) US Federal 10,044,967 Loss before income taxes (1,633,439 ) A reconciliation of the statutory income tax rate percentage to the effective tax rate for the year ended January 31, 2021 is as follows: January 31, $ Loss for the year (1,633,439 ) Statutory rate 27% Income tax recovery at statutory rate (441,029 ) Non-deductible expenditures and non-taxable revenues 1,842,777 Foreign tax rate differential (602,698 ) Change in valuation allowance 737,667 Adjustment to provision versus statutory tax returns 1,431,416 2,968,133 The significant components of the Company's deferred tax assets as follows at January 31, 2021: January 31, $ Deferred tax assets Share issuance costs and financing fees 505,035 Allowable capital losses 138,421 Non-capital losses 3,834,262 Intangible assets 816,736 Mineral resource properties 983,977 Right of use assets and lease liabilities, net 63,032 Goodwill - Reclamation obligation 14,852 Total deferred tax assets 6,356,315 Valuation allowance (5,573,835 ) Total net deferred tax assets 782,480 Deferred tax liabilities Property and equipment (225,966 ) Net deferred tax asset 556,514 Realization of deferred tax assets associated with the net operating loss carryforwards is dependent upon generating sufficient taxable income prior to their expiration. A valuation allowance to reflect management's estimate of the net operating loss carryforwards that may expire prior to their utilization has been recorded at January 31, 2021. As the Company operates in the cannabis industry, the Company is subject to the limits of Internal Revenue Code ("IRC") Section 280E for US federal income tax purposes as well as state income tax purposes for all states except for California and Colorado. Under IRC Section 280E, the Company is only allowed to deduct expenses directly related to costs of goods sold. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Canadian entity over the three-year period ended January 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of January 31, 2021, a valuation allowance of $5,573,835 has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. As of January 31, 2021, the Company has not recorded any uncertain tax assets or liabilities. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company is subject to taxation in Canada and the United States. As of January 31, 2021, tax years for 2019 and 2020 are subject to examination by the tax authorities. The 2018 tax year is also subject to investigation in Canada. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Investments, All Other Investments [Abstract] | ||
FINANCIAL INSTRUMENTS [Text Block] | 22. FINANCIAL INSTRUMENTS The following tables present information about the Company's financial instruments and their classifications as of January 31, 2023 and January 31, 2022 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Fair value measurements at January 31, 2023 using: Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Earn out shares (Note 13) - - 239,700 239,700 Fair value measurements at January 31, 2022 using: Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Earn out shares (Note 13) - - 1,006,368 1,006,368 The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs, and therefore represent a Level 3 measurement. | 23. FINANCIAL INSTRUMENTS The following tables present information about the Company's financial instruments and their classifications as of January 31, 2021 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value: Fair value measurements at January 31, 2021 using: Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Conversion features of convertible promissory notes (note 14) - - 485,157 485,157 Earn out shares (note 14) - - 9,273,970 9,273,970 The fair value of the conversion feature of convertible promissory notes was determined using the Black-Scholes option pricing model. The assumptions in the model were based on the share price and other active market data that is observable as well as unobservable estimates and therefore represent a level 3 measurement. The fair value of the derivative liability associated with the earn out shares was derived using a Monte Carlo simulation using non-observable inputs, and therefore represent a level 3 measurement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | 23. SUBSEQUENT EVENTS On February 13, 2023 the Company announced it had negotiated the cancellation of a portion of the earn out share obligations pursuant to the Swell Purchase agreement. The Company entered into agreements with certain Swell vendors to extinguish the Company's obligation to issue 4,792,800 common shares in exchange for a one-time payment of $575,136. On February 6, 2023, the Company and its CEO, Sonny Newman, agreed to defer payment of the principal portion of the March 1, 2023 promissory note payment in order to facilitate the cash coverage required to settle the Company's cash settlement with the Swell vendors. The principal portion was deferred until April 1, 2023 and normally scheduled payments of principal and interest resumed at that time. On March 9, 2023, the Company executed a settlement agreement to terminate the lease-to-own arrangement accounted for as a sales-type lease for certain licenses, land and equipment in Oregon, USA (Note 4). The lessee failed to make the minimum payments under the arrangement and the Company exercised its right to terminate the relationship. As part of the settlement agreement, the lessee paid $500,000 as consideration for two cannabis licenses in Oregon. The Company retains the land, building and equipment. On June 1, 2023, the Company completed all payments totaling $2,026,667 on the promissory note payable (Note 12(b)) owing to Sonny Newman, the Company's President and CEO. In connection with the repayment, the security against the Company's assets held in Silver State Cultivation LLC and Silver State Relief LLC has been fully discharged. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant accounting estimates and assumptions [Policy Text Block] | a) Significant accounting estimates and assumptions The preparation of the Company's financial statements in conformity with U.S. GAAP 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 recoverability of goodwill, recoverability of intangible assets, fair value less costs to sell of assets classified as held for sale, estimates used in valuation and costing of inventory, impairment of long-lived 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, share-based compensation, and fair value of derivative liabilities. | Significant accounting estimates and assumptions The preparation of the Company's financial statements in conformity with U.S. GAAP 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 fair values of assets acquired and liabilities assumed in business combinations, impairment of long-lived 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, share-based compensation, and fair value of derivative liabilities. |
Cash [Policy Text Block] | b) Cash Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. The recent closures of Silicon Valley Bank, Signature Bank and First Republic Bank and their placement into receivership with the Federal Deposit Insurance Corporation ("FDIC") have identified bank-specific liquidity risks and concerns. Although the Department of the Treasury, the Federal Reserve, and the FDIC jointly released a statement that depositors at Silicon Valley Band and Signature Bank would have access to their funds, even deposit amounts that exceed FDIC deposit insurance limits, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages. The failure of any bank in which we deposit our funds could reduce the amount of cash we have available for our operations or delay our ability to access such funds. Any such failure may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. We do not currently have a commercial relationship with a bank that has failed or is, to our knowledge, otherwise is experiencing operational distress, nor have we experienced delays or other issues in meeting our financial obligations. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our cash may be threatened and could have a material adverse effect on our business operations and financial condition. As at January 31, 2023, the Company had FDIC coverage over $697,945 (January 31, 2022 - $850,704) of its cash balance. | Cash Cash held in financial institutions and cash held at retail locations, have carrying values that approximate fair value. |
Foreign currency translation [Policy Text Block] | c) 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 statements of income and comprehensive income. 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. | 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 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 loss. |
Inventory [Policy Text Block] | d) Inventory Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods. Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. 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. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year. | Inventory Inventory consists of raw materials, consumables and packaging supplies used in the process to prepare inventory for sale; work in process consisting of pre-harvested cannabis plants, by-products to be extracted, oils and terpenes; and finished goods. Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. 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. Costs are capitalized to inventory, until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities, facility costs, quality and testing costs, production related depreciation and other overhead costs. The Company records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, and the historical and professional experience of management. The Company classifies cannabis inventory as a current asset, although, due to the duration of the cultivation, drying, and conversion process, certain inventory items may not be realized in cost of sales within one year. |
Property and equipment [Policy Text Block] | e) Property and equipment Property and equipment is measured at cost less accumulated depreciation and losses on impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows: Buildings 45 years Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease | Property and equipment Property and equipment is measured at cost less accumulated depreciation and losses on impairment. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets as follows: Buildings Leasehold improvements Furniture & fixtures Computer equipment Machinery & equipment |
Intangible assets [Policy Text Block] | f) Intangible assets 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, which reflect the estimated useful lives of the intangible assets. | Intangible assets 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, which reflect the estimated useful lives of the intangible assets. |
Goodwill [Policy Text Block] | g) Goodwill 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. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit. Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill. For the years ended January 31, 2023 and 2022, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded the carrying amount and as such, no impairment was noted. | Goodwill and indefinite lived Intangible assets 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. 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. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The Company's goodwill is part of the Nevada reporting unit. Goodwill is tested annually for any impairment, or more frequently in the case that events or circumstances indicate that the carrying amount of a reporting unit may not be recoverable. The Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If factors indicate this is the case, then a quantitative test is performed and an impairment is recorded for any excess carrying value above the reporting unit's fair value, not to exceed the amount of goodwill. For the year ended January 31, 2021, the recoverable amount of goodwill allocated to the Nevada reporting unit exceeded its carrying amount and as such, no impairment was noted. |
Impairment of long-lived assets [Policy Text Block] | h) Impairment of long-lived assets Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives. 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. Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. 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 fair value. | Impairment of long-lived assets Long-lived assets include property and equipment, right-of-use assets, and intangible assets with finite useful lives. 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. Long-lived assets are reviewed for indicators of impairment at each statement of balance sheet date or whenever events or changes in circumstances indicate that a potential impairment has occurred. The Company groups assets at the lowest level for which cash flows are separately identifiable, referred to as an asset group. When indicators of potential impairment are present the Company prepares a projected undiscounted cash flow analysis to determine the recoverable amount for the respective asset or asset group. 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 fair value. |
Assets and liabilities held for sale [Policy Text Block] | i) Assets and liabilities held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale. | Assets and liabilities held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. The comparative consolidated balance sheet is re-presented to classify assets as held for sale in the period that the respective assets are classified as held for sale. |
Business combinations [Policy Text Block] | Business combinations Acquisitions are accounted for in accordance with ASC 805 - Business Combinations 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. 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. | |
Convertible instruments [Policy Text Block] | k) Convertible instruments The Company accounts for convertible debt as a single unit of account, unless the conversion feature requires bifurcation and recognition as a derivative. Additionally, the Company uses the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement for instruments that may be settled in cash or shares. | Convertible instruments In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting standards update 2020-06-debt-debt with conversion and other options (subtopic 470-20) and derivatives and hedging-contracts in entity's own equity (subtopic 815-40): accounting for convertible instruments and contracts in an entity's own equity |
Leases [Policy Text Block] | l) Leases Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASU 2016-02, Leases For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability. | Leases In February 2016, the FASB issued ASU 2016-02, Leases Upon commencement of a contract containing a lease, the Company classifies leases other than short-term leases as either an operating lease or a finance lease according to the criteria prescribed by ASC 842. The lease classification is reassessed only when: (a) the contract is modified and the modification is not accounted for as a separate contract, and (b) there is a change in the lease term or the assessment of whether the lessee is reasonably certain to exercise an option to purchase the underlying asset. For both finance leases and operating leases, right-of-use assets and lease liabilities are initially measured as the present value of future lease payments and initial direct costs discounted at the interest rate implicit in the lease, or if that rate is not readily determinable, the Company's incremental borrowing rate. Subsequent measurement of lease liabilities classified as finance leases is at amortized cost using the effective interest rate method. Subsequent measurement of right-of-use assets classified as finance leases is at carrying amount less accumulated amortization, where amortization is recorded straight-line over the lease term. Subsequent measurement of lease liabilities classified as operating leases is at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Subsequent measurement of right-of-use assets classified as operating leases is carrying amount less accumulated amortization where amortization is calculated as the difference between straight-line lease cost for the period, including amortization of initial direct costs, and the periodic accretion of the lease liability. |
Financial instruments [Policy Text Block] | m) Financial instruments Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model. 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 (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs that are not based on observable market data. There have been no transfers between fair value hierarchy levels during the years ended January 31, 2023 and 2022. The Company's measures the derivative liability at fair value using Level 3 inputs. The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Financial instruments subsequently measured at amortized cost include promissory note payable, convertible promissory notes, and reclamation obligation. | Financial instruments Financial instruments are contracts that give rise to a financial asset of one party and a financial liability or equity instrument of another party. Financial instruments are recorded initially at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent measurement depends on how the financial instrument has been classified and may be at fair value or amortized cost. For financial instruments subsequently measured at fair value, the Company calculates the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, the Company uses standard pricing models including the Black-Scholes option pricing model. 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 (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 - Inputs that are not based on observable market data. There have been no transfers between fair value hierarchy levels during the year ended January 31, 2021. The Company's measures the derivative liability at fair value using Level 3 inputs. The Company's cash, receivables, accounts payable and accrued liabilities, and income taxes payable are recorded at cost. The carrying values of these financial instruments approximate their fair value due to their short-term maturities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Financial instruments subsequently measured at amortized cost include promissory note payable, and reclamation obligation. |
Share-based compensation [Policy Text Block] | n) 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 common stock. | 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 common stock. |
Income taxes [Policy Text Block] | o) Income taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statements of comprehensive income. | Income taxes The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are determined based on enacted tax rates and laws for the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the Company operates in the cannabis industry, it is subject to the limits of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon examination by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Recognition or measurement is reflected in the period in which the likelihood changes. Any interest and penalties related to unrecognized tax liabilities are presented within income tax expense in the consolidated statement of comprehensive loss. |
Earnings (loss) per share [Policy Text Block] | p) 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. | 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 [Policy Text Block] | q) Revenue recognition Revenue is recognized by the Company in accordance with ASC 606 - Revenue From Contracts With Customers In order to recognize revenue under ASC 606, the Company applies the following five steps: 1. 2. 3. 4. 5. The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. 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. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer. Provisions for expected credit losses on accounts receivable are based on the Company's assessment of the collectability of specific customer balances, which is based upon a review of the customer's creditworthiness and past collection history. For trade receivables deemed to be uncollectible, and arose from the sale of goods, the Company will write off the specific balance against the allowance for doubtful accounts when it is known that a provided amount will not be collected. The Company disaggregates its revenues based on sales to its retail customers where cash is received immediately versus wholesale customers to whom the Company extends credit terms. For the year ended January 31, 2023, revenue from retail sales from continuing operations totaled $26,713,239 (2022 - $32,351,024) and revenue from wholesale from continuing operations totaled $2,175,171 (2022 - $631,952). | Revenue recognition Revenue is recognized by the Company in accordance with ASC 606. Through application of the standard, the Company recognizes revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In order to recognize revenue under ASC 606, the Company applies the following five steps: 1. 2. 3. 4. 5. The Company's contracts with customers for the sale of dried cannabis and other products derived from cannabis consist of one performance obligation, being the transfer of control of the goods to the customer at the point of sale. 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. The Company does not have performance obligations subsequent to delivery on the sale of goods to customers and revenues from sale of goods are recognized at a "point in time", which is upon passing of control to the customer. 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. |
Loyalty program [Policy Text Block] | r) Loyalty program The Company offers a loyalty reward program to its dispensary customers that allows customers to earn reward credits that can be applied to future purchases. Loyalty reward credits issued as part of a sales transaction result in revenue being deferred until the loyalty reward is redeemed by the customer. The loyalty rewards are shown as reductions to the 'Revenue' line within the accompanying consolidated statements of income and comprehensive income and included as deferred revenue on the consolidated balance sheets. A portion of the revenue generated in a sale must be allocated to the loyalty points earned. The amount allocated to the points earned is deferred until the loyalty points are redeemed or expire. The loyalty program expiration policy is six months. As of January 31, 2023 and 2022, the loyalty liability totaled $94,068 and $nil, respectively, and is included in deferred revenue on the consolidated balance sheets. | |
Reclamation obligation [Policy Text Block] | s) 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 reclamation 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 statements comprehensive income. 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. | 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 reclamation 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 statements 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. |
Recently issued accounting pronouncements [Policy Text Block] | t) Recently issued accounting pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants and the U.S. Securities and Exchange Commission did not or are not believed by management to have a material effect on the Company's present or future financial statements. | Recently issued accounting pronouncements Recent accounting pronouncements, other than those below, issued by the FASB, the American Institute of Certified Public Accountants("AICPA") and the U.S. Securities and Exchange Commission ("SEC") did not or are not believed by management to have a material effect on the Company's present or future financial statements. Debt In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) Leases In February 2016, the FASB issued new guidance on the recognition and measurement of leases, ASC 842 - Leases. Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases. Lease expense continues to be consistent with previous guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements. The Company adopted this guidance effective February 1, 2020 using the modified retrospective transition method and comparative year ended January 31, 2021. The adoption of this guidance resulted in the recognition of operating lease right-of-use assets of $5,001,360, and $5,001,360 of lease liabilities, with a $nil impact on deficit. The transition to ASC 842 did not have a material impact on the Company's results of operations or liquidity. When measuring lease liabilities, the Company used its incremental borrowing rate, estimated at 10%. Revenue In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Financial instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on February 1, 2020 and adoption did not have a material impact on the Company's consolidated financial statements. Fair value measurement In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) Income taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes |
BASIS OF PREPARATION (Tables)
BASIS OF PREPARATION (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Basis Of Preparation [Abstract] | ||
Schedule of subsidiaries information [Table Text Block] | Name of subsidiary (1) Principal activity 320204 US Holdings Corp. Holding Company 320204 Oregon Holdings Corp. Holding Company 320204 Nevada Holdings Corp. Holding Company 320204 Re Holdings, LLC Holding Company Eco Firma Farms LLC (2) Cannabis producer Silver State Cultivation LLC Cannabis producer Silver State Relief LLC Cannabis retailer Swell Companies LTD (2) Cannabis processor, distributor Megawood Enterprises Inc. (2) Cannabis retailer Phantom Venture Group, LLC (2) Holding Company Phantom Brands, LLC (2) Holding Company Phantom Distribution, LLC (2) Cannabis distributor 63353 Bend, LLC (2) Cannabis producer 20727-4 Bend, LLC (2) Cannabis processor 4964 BFH, LLC (2) Cannabis producer Workforce Concepts 21, Inc. Payroll and benefits services | Name of Subsidiary Country of Incorporation Percentage Ownership Functional 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 restatement of consolidated financial statements [Table Text Block] | Previously reported Change Restated $ $ $ Income taxes payable 3,658,162 1,212,008 4,870,170 Deferred tax asset 9,024 (9,024 ) - Deferred tax liability - 33,558 33,558 Deficit (68,510,333 ) (1,254,590 ) (69,764,923 ) Previously reported Change Restated $ $ $ Income tax expense (3,973,246 ) (961,221 ) (4,934,467 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of estimated useful lives [Table Text Block] | Buildings 45 years Furniture & fixtures 5 years Computer equipment 3 years Machinery & equipment 2-7 years Leasehold improvements shorter of the life of the improvement or the remaining life of the lease | Buildings Leasehold improvements Furniture & fixtures Computer equipment Machinery & equipment |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - Swell And Megawood [Member] | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Schedule of disposal groups including discontinued operations consolidated balance sheets [Table Text Block] | January 31, January 31, $ $ Carrying amounts of the major classes of assets included in discontinued operations: Receivables 15,522 64,456 Inventory - 363,391 Prepaid expenses and deposits 84,972 111,617 Deferred tax asset 143,078 152,177 Property and equipment 1,139,517 1,139,517 Right-of-use assets - 346,987 Total assets classified as held for sale 1,383,089 2,178,145 Carrying amounts of the major classes of liabilities included in discontinued operations: Lease liabilities 216,298 412,093 Long-term debt 423,968 462,286 Total liabilities classified as held for sale 640,266 874,379 | January 31, 2021 $ Carrying amounts of the major classes of assets included in discontinued operations: Receivables 93,855 Inventory 1,296,009 Prepaid expenses and deposits 153,904 Deferred tax asset 109,753 Property and equipment 1,895,572 Right-of-use assets 1,074,930 Intangible assets 182,137 Total assets classified as held for sale 4,806,160 Current portion of assets classified as held for sale (1,492,826 ) Non-current portion of assets classified as held for sale 3,313,334 Carrying amounts of the major classes of liabilities included in discontinued operations: Lease liabilities 1,217,499 Long-term debt 543,330 Total liabilities classified as held for sale 1,760,829 Current portion of liabilities classified as held for sale (628,171 ) Non-current portion of liabilities classified as held for sale 1,132,658 |
Schedule of disposal groups including discontinued operations consolidated operations [Table Text Block] | 2023 2022 $ $ Revenue 357,540 1,128,403 Cost of sales 357,540 1,602,257 Gross loss - (473,854 ) Expenses (income) Selling, general and administrative expenses 608,112 638,521 Impairment loss 245,682 1,093,308 Provision for expected credit losses 218,425 111,616 Other income 6,861 (32,231 ) Net loss from discontinued operations before income taxes (1,079,080 ) (2,285,068 ) Income tax (recovery) expense (9,249 ) 42,424 Net loss from discontinued operations after income taxes (1,088,329 ) (2,242,644 ) | January 31, 2021 $ Revenue 2,661,223 Cost of sales 2,393,417 Gross margin 267,806 Expenses General and administration 630,691 Provision for expected credit losses - Sales, marketing, and promotion 27,933 Operating lease cost 56,650 Depreciation and amortization 378,113 Impairment of inventory 1,384,922 Impairment of intangible asset - Other expenses 1,273,813 Net loss from discontinued operations before income taxes (3,484,316 ) Income tax expense 256,260 Net loss from discontinued operations after income taxes (3,228,056 ) |
Schedule of disposal groups including discontinued operations consolidated cash flows [Table Text Block] | 2023 2022 $ $ Net cash used in operating activities of discontinued operations (71,292 ) (1,602,478 ) Net cash provided by investing activities of discontinued operations 51,357 1,168,349 Net cash used in financing activities of discontinued operations (58,032 ) (105,360 ) | January 31, 2021 $ Net cash (used in) provided by operating activities of discontinued operations 241,753 Net cash provided by investing activities of discontinued operations 100,000 Net cash used in financing activities of discontinued operations (119,914 ) |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Receivables [Abstract] | ||
Schedule of accounts receivable [Table Text Block] | January 31, January 31, $ $ Taxes receivable 10,834 11,945 Trade receivables 401,476 198,478 412,310 210,423 | January 31, 2021 $ Sales taxes receivable 14,809 Trade receivables, net 101,208 116,017 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventories [Table Text Block] | January 31, 2023 January 31, 2022 $ $ Finished goods 1,556,353 1,848,392 Work in process 2,494,455 2,029,133 Raw materials 122,765 176,948 4,173,573 4,054,473 | January 31, 2021 $ Finished goods 1,946,638 Work in process 582,655 Raw materials 163,354 2,692,647 |
PROPERTY AND EQUIPMENT AND RI_2
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment and right-of-use assets [Table Text Block] | January 31, January 31, $ $ Land 1,330,000 1,330,000 Leasehold improvements 1,775,896 1,758,229 Furniture & fixtures 468,696 460,890 Computer equipment 6,659 46,484 Machinery & equipment 2,450,919 2,305,217 6,032,170 5,900,820 Less: accumulated depreciation (1,347,052 ) (1,031,227 ) 4,685,118 4,869,593 | January 31, 2021 $ Land 1,330,000 Leasehold improvements 244,472 Furniture & fixtures 376,207 Computer equipment 94,846 Machinery & equipment 1,261,340 3,306,865 Less: accumulated depreciation and amortization (558,229 ) 2,748,636 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets subject to amortization [Table Text Block] | January 31, 2023 January 31, 2022 $ $ Licenses 12,167,021 12,141,476 Brands 644,800 868,982 Customer relationships 1,540,447 1,758,553 14,352,268 14,769,011 Less: accumulated amortization (6,465,443 ) (5,544,846 ) 7,886,825 9,224,165 | January 31, 2021 $ Licenses 12,141,476 Brands 868,982 Customer relationships 2,122,063 15,132,521 Less: accumulated amortization (4,174,560 ) 10,957,961 |
Schedule of estimated amortization expense [Table Text Block] | $ January 31, 2024 1,337,336 January 31, 2025 1,337,336 January 31, 2026 1,337,336 January 31, 2027 1,337,336 January 31, 2028 1,325,336 Thereafter 1,212,145 7,886,825 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued liabilities [Table Text Block] | January 31, January 31, $ $ Accounts payable 1,842,089 1,402,546 Accrued liabilities 450,485 428,414 EFF settlement accrual (Note 20) 612,500 612,500 Interest payable 16,352 65,409 2,921,426 2,508,869 | January 31, 2021 $ Accounts payable 1,382,519 Accrued liabilities 1,183,259 Interest payable 115,218 2,680,996 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Leases [Abstract] | ||
Schedule of active leases and total lease term under contract [Table Text Block] | Entity Name/Lessee Asset Lease term Type Silver State Cultivation LLC Land/ Building 12 Operating lease Silver State Relief LLC (Sparks) Land/ Building 12 Operating lease Silver State Relief LLC (Fernley) Land/ Building 12 Operating lease Phantom Distribution, LLC Land/ Building 5 Operating lease 63353 Bend, LLC Land/ Building 5 Operating lease 20727-4 Bend, LLC Land/ Building 5 Operating lease | Entity Name/Lessee Asset Useful life (years) Type Swell Companies, LTD Land/Building 5 Operating lease Silver State Cultivation LLC Land/Building 12 Operating lease Silver State Relief LLC (Sparks) Land/Building 12 Operating lease Silver State Relief LLC (Fernley) Land/Building 12 Operating lease Megawood Enterprises Inc. Land/Building 5 Operating lease Phantom Distribution, LLC Land/Building 5 Operating lease 63353 Bend, LLC Land/Building 5 Operating lease 20727-4 Bend, LLC Land/Building 5 Operating lease 4964 BFH, LLC Land/Building 5 Operating lease |
Schedule of weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term [Table Text Block] | January 31, January 31, Weighted average discount rate 10% 10% Weighted average remaining lease term (years) 9.63 10.46 | January 31, 2021 Weighted average discount rate 10% Weighted average remaining lease term (years) 11.32 |
Schedule of maturity of the contractual undiscounted lease liabilities [Table Text Block] | Year ending January, $ 2024 1,276,262 2025 1,314,551 2026 1,353,987 2027 1,394,607 2028 1,436,445 Thereafter 7,712,494 Total undiscounted lease liabilities 14,488,346 Interest on lease liabilities (5,534,921 ) Total present value of minimum lease payments 8,953,425 Current portion of lease liability 398,723 Lease liability 8,554,702 | Year ending January, Continuing Discontinued Total $ 2022 1,203,000 420,382 1,623,382 2023 1,239,090 426,184 1,665,274 2024 1,276,263 415,947 1,692,210 2025 1,314,551 144,732 1,459,283 2026 1,353,987 36,399 1,390,386 Thereafter 10,543,546 - 10,543,546 Total undiscounted lease liabilities 16,930,437 1,443,644 18,374,081 Interest on lease liabilities (7,390,693 ) (226,145 ) (7,616,838 ) Total present value of minimum lease payments 9,539,744 1,217,499 10,757,243 Current portion of lease liability 260,621 314,799 575,420 Non-current portion of lease liability 9,279,123 902,700 10,181,823 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Schedule of convertible debt [Table Text Block] | June 13, 2018 issuance May 24, 2019 issuance Total $ $ $ Balance, January 31, 2021 1,072,590 1,130,056 2,202,646 Payment - (1,210,000 ) (1,210,000 ) Interest expense 17,649 40,685 58,334 Accretion expense 191,203 39,259 230,462 Balance, January 31, 2022 1,281,442 - 1,281,442 Payment (41,600 ) - (41,600 ) Interest expense 1,600 - 1,600 Loss on foreign exchange translation (85,183 ) - (85,183 ) Balance, January 31, 2023 1,156,259 - 1,156,259 | |
Schedule of promissory notes [Table Text Block] | $ Balance, January 31, 2021 14,186,667 Repayments (6,080,000 ) Balance, January 31, 2022 8,106,667 Repayments (6,080,000 ) Balance, January 31, 2023 2,026,667 Current portion 2,026,667 Non-current portion - | January 1, 2019 issuance $ Balance, January 31, 2020 21,200,000 Payments (7,013,333 ) Balance, January 31, 2021 14,186,667 Current portion 6,080,000 Non-current portion 8,106,667 |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Schedule of convertible debt [Table Text Block] | December 31, January 30, 2019 Total $ $ $ Balance, January 31, 2020 2,066,976 4,179,094 6,246,070 New issuances on exercise of warrants 1,749,065 3,939,377 5,688,442 Conversions (4,075,959 ) (8,682,514 ) (12,758,473 ) Interest 190,003 409,237 599,240 Accretion expense 251,990 473,248 725,238 Interest paid - cash (250,879 ) (534,039 ) (784,918 ) Foreign exchange loss 68,804 215,597 284,401 Balance, January 31, 2021 - - - | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Schedule of convertible debt [Table Text Block] | June 13, 2018 January 23, 2019 May 24, 2019 issuance issuance issuance Total $ $ $ $ Balance, January 31, 2020 639,665 175,000 918,316 1,732,981 Payment - (175,000 ) - (175,000 ) Interest 48,733 - 100,274 149,007 Accretion expense 384,192 - 111,466 495,658 Balance, January 31, 2021 1,072,590 - 1,130,056 2,202,646 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Derivative [Line Items] | ||
Schedule of continuity of derivative liabilities [Table Text Block] | Conversion Earn out shares Total $ $ $ Balance, January 31, 2021 485,157 9,273,970 9,759,127 Fair value adjustment on derivative liabilities (485,157 ) (8,091,133 ) (8,576,290 ) Settlement of Phantom earn out - (677,939 ) (677,939 ) Effect of foreign exchange - 501,470 501,470 Balance, January 31, 2022 - 1,006,368 1,006,368 Fair value adjustment on derivative liabilities - (742,483 ) (742,483 ) Effect of foreign exchange - (24,185 ) (24,185 ) Balance, January 31, 2023 - 239,700 239,700 | Conversion Earn out shares Total $ $ $ Balance, January 31, 2020 151,242 3,699,154 3,850,396 Fair value adjustment on derivative liabilities 333,915 5,422,280 5,756,195 Effect of foreign exchange - 152,536 152,536 Balance, January 31, 2021 485,157 9,273,970 9,759,127 |
Schedule of fair value measurement inputs [Table Text Block] | Earn out shares January 31, 2021 Discount rate 0.30% Expected life in years 5.34 Expected stock volatility 80% Expected volatility of foreign exchange 5.29% | |
Earn out shares [Member] | ||
Derivative [Line Items] | ||
Schedule of fair value measurement inputs [Table Text Block] | January 31, January 31, Discount rate 4.43% 1.24% Expected life in years 3.31 4.33 Expected stock volatility 80% 80% Expected volatility of foreign exchange 6.40% 6.52% | |
Convertible promissory notes [Member] | ||
Derivative [Line Items] | ||
Schedule of fair value measurement inputs [Table Text Block] | Conversion Conversion January 31, 2021 January 31, 2021 Discount rate 0.18% 0.18% Expected life in years 0.36 0.31 Expected stock volatility 85% 86% Stock price (CAD) $ 1.54 $ 1.54 Exercise price (CAD) $ 1.28 $ 2.00 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Equity [Abstract] | ||
Schedule for continuity of common stock [Table Text Block] | Number of shares Common stock # $ Balance, January 31, 2021 117,057,860 103,636,830 Shares issued - Phantom Farm warrants exercises ( 1 ) 456,100 533,326 Shares issued - EFF commitment ( 2 ) 19,774 21,787 Shares issued - Guaranteed warrants ( 3 ) 1,214,080 - Shares issued - Settlement of Earn out shares ( 4 ) 1,300,000 677,939 Share-based compensation - 366,469 Balance, January 31, 2022 120,047,814 105,236,351 Share-based compensation - 209,441 Balance, January 31, 2023 120,047,814 105,445,792 | Number of Common stock $ Balance, January 31, 2020 89,388,639 85,096,509 Shares issued - acquisition of Phantom Farms (i) 7,132,042 2,582,903 Shares issued - Megawood (ii) 95,849 38,415 Shares issued - option exercises (iii) 200,000 98,950 Shares issued - conversion of debentures (iv) 19,764,694 12,758,473 Shares issued - Swell commitment (v) 456,862 429,582 Shares issued - EFF commitment (vi) 19,774 21,371 Standby warrants issued - 2,116,192 Share-based compensation - 494,435 Balance, January 31, 2021 117,057,860 103,636,830 |
Schedule of warrants activity [Table Text Block] | Warrants outstanding Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2021 11,894,746 1.32 1.96 Exercised (4,616,100 ) 1.05 Expired (4,038,646 ) 1.73 Balance, January 31, 2022 3,240,000 1.18 2.10 Balance, January 31, 2023 3,240,000 1.18 1.10 | Warrants outstanding Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2020 5,694,746 1.66 0.74 Issued 6,200,000 1.00 Balance, January 31, 2021 11,894,746 1.32 1.96 |
Schedule of warrants outstanding and exercisable [Table Text Block] | Expiry date Exercise price Number of warrants C$ # December 31, 2023 1.00 632,400 January 30, 2024 1.00 1,407,600 May 24, 2024 1.50 1,200,000 3,240,000 | Expiry Date Exercise Price Number of C$ # February 4, 2021 1.50 1,700,000 May 28, 2021 1.83 2,794,746 December 31, 2023 1.00 1,922,000 January 30, 2024 1.00 4,278,000 May 24, 2024 1.50 1,200,000 11,894,746 |
Schedule of stock option activity [Table Text Block] | Options outstanding and exercisable Weighted average exercise price Weighted average remaining life # C$ Years Balance January 31, 2021 6,965,000 1.22 2.05 Expired (1,350,000 ) 2.80 Balance, January 31, 2022 5,615,000 0.84 1.45 Granted 600,000 0.70 Expired (1,405,000 ) 1.25 Balance, January 31, 2023 4,810,000 0.75 0.86 | Options Weighted Weighted # C$ Years Balance January 31, 2020 3,255,000 1.78 2.18 Granted 4,055,000 0.73 Exercised (200,000 ) 0.65 Expired/Cancelled (145,000 ) 0.71 Balance, January 31, 2021 6,965,000 1.22 2.05 |
Schedule of stock options outstanding and exercisable [Table Text Block] | Expiry date Exercise price Outstanding Exercisable C$ # # August 17, 2023 0.70 3,560,000 3,560,000 January 28, 2024 1.50 150,000 150,000 October 9, 2024 1.00 500,000 500,000 February 10, 2025 0.70 600,000 199,998 4,810,000 4,409,998 | Expiry Date Exercise Price Outstanding Exercisable C$ # # June 25, 2021 2.80 1,350,000 1,350,000 February 5, 2022 1.11 460,000 460,000 October 9, 2022 1.38 500,000 500,000 January 24, 2023 0.80 100,000 100,000 August 17, 2023 0.70 3,905,000 1,301,667 January 28, 2024 1.50 150,000 50,000 October 9, 2024 1.00 500,000 500,000 6,965,000 4,261,667 |
Schedule for weighted average assumptions of stock options [Table Text Block] | 2023 2022 Stock price C$0.61 Exercise price C$0.70 Risk-free rate 1.60% - Expected life of options 3 years - Annualized volatility 80% - Dividend rate 0% - | Expiry Date 2021 Risk-free rate 0.19% Expected term of options 3 years Annualized volatility 80% Dividend rate 0% |
SELLING, GENERAL AND ADMINIST_2
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Selling, General and Administrative Expense [Abstract] | ||
Schedule of selling, general and administrative expenses [Table Text Block] | 2023 2022 $ $ Accounting and legal 716,349 665,248 Depreciation and amortization 1,365,018 1,280,446 License fees, taxes and insurance 1,625,036 1,807,645 Office facilities and administrative 338,492 301,944 Operating lease cost 591,375 591,376 Other expenses 806,009 256,454 Professional fees and consulting 903,513 701,999 Salaries and wages 2,747,133 2,913,900 Sales, marketing, and promotion 83,672 83,770 Share-based compensation 209,441 366,469 Shareholder communications 18,128 26,781 Travel and entertainment 41,742 59,142 9,445,908 9,055,174 | 2021 $ Accounting and legal 501,854 Depreciation and amortization 1,321,686 License fees, taxes and insurance 1,705,539 Office Facilities and administrative 253,230 Operating lease cost 549,031 Other 372,307 Professional Fees and consulting 650,188 Salaries and wages 2,884,320 Share-based compensation 494,435 Shareholder Communications 15,834 Travel and entertainment 58,975 8,807,399 |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of segmented operational activity [Table Text Block] | Discontinued Nevada Corporate Consolidated $ $ $ $ Total revenue 357,540 28,888,410 - 29,245,950 Gross profit - 13,401,146 - 13,401,146 Operating expenses: - General and administration (386,779 ) (4,397,477 ) (2,798,925 ) (7,583,181 ) Sales, marketing, and promotion (1,938 ) (83,672 ) - (85,610 ) Operating lease cost (195,639 ) (591,375 ) - (787,014 ) Depreciation and amortization (23,756 ) (1,270,092 ) (94,926 ) (1,388,774 ) Share-based compensation - - (209,441 ) (209,441 ) Impairment of inventory (245,682 ) - (20,726 ) (266,408 ) Provision for expected credit losses (218,425 ) - - (218,425 ) Interest, accretion, and other (6,861 ) (31,327 ) 288,123 249,935 Net income (loss) before taxes (1,079,080 ) 7,027,203 (2,835,895 ) 3,112,228 Discontinued operations (Oregon) Nevada Corporate Consolidated $ $ $ $ Total revenue 1,128,403 32,982,976 - 34,111,379 G (473,854 ) 18,809,985 - 18,336,131 Operating expenses: General and administration (429,969 ) (3,797,101 ) (2,936,012 ) (7,163,082 ) Sales, marketing, and promotion - (83,770 ) - (83,770 ) Operating lease cost (1,233 ) (591,376 ) - (592,609 ) Depreciation and amortization (207,319 ) (1,276,640 ) (3,806 ) (1,487,765 ) Share-based compensation - - (366,469 ) (366,469 ) Impairment of inventory (1,456,818 ) - - (1,456,818 ) Interest, accretion, and other 284,125 22,171 7,355,059 7,661,355 Net income (loss) before taxes (2,285,068 ) 13,083,269 4,048,772 14,846,973 | January 31, 2021 Discontinued Nevada Corporate Consolidated $ $ $ $ Total revenue 2,661,223 33,466,063 - 36,127,286 Gross profit 267,806 18,047,346 - 18,315,152 Operating expenses: - - Selling, general and administrative (658,624 ) (3,643,205 ) (2,799,042 ) (7,100,871 ) Operating lease cost (56,650 ) (549,031 ) - (605,681 ) Depreciation and amortization (378,113 ) (1,270,564 ) (51,122 ) (1,699,799 ) Share-based compensation - - (494,435 ) (494,435 ) Impairment of inventory (1,384,922 ) - - (1,384,922 ) Interest, accretion, and other (1,273,813 ) (137,651 ) (10,735,735 ) (12,147,199 ) Net income (loss) before taxes (3,484,316 ) 12,446,895 (14,080,334 ) (5,117,755 ) |
Schedule of disaggregation of long-lived assets by geographic area [Table Text Block] | January 31, January 31, $ $ Nevada 11,321,662 11,903,430 Discontinued operations (Oregon) 1,748,286 1,817,633 Other 703 24,414 13,070,651 13,745,477 | January 31, $ Nevada 10,110,806 Discontinued operations (Oregon) 1,946,961 Other 28,117 Total 12,085,884 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum payments [Table Text Block] | Third Parties Related Total $ $ $ 2024 273,743 1,276,262 1,550,005 2025 45,551 1,314,551 1,360,102 2026 45,551 1,353,987 1,399,538 2027 45,551 1,394,607 1,440,158 2028 45,551 1,436,445 1,481,996 Thereafter 322,651 7,712,494 8,035,145 778,598 14,488,346 15,266,944 | Mortgage Leases with Total $ $ $ 2022 277,214 1,431,192 1,708,406 2023 232,961 1,467,282 1,700,243 2024 224,513 1,504,455 1,728,968 2025 80,414 1,314,551 1,394,965 2026 45,743 1,353,987 1,399,730 Thereafter 415,496 10,543,546 10,959,042 1,276,341 17,615,013 18,891,354 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable [Table Text Block] | January 31, January 31, $ $ Due to the President and CEO 2,043,019 8,172,075 Lease liabilities due to a company controlled by the CEO 8,953,425 9,279,123 Lease liabilities due to SDP Development - 412,093 Due to the CFO of the Company 692 360 10,997,136 17,863,651 | January 31, 2021 $ Due to the President and CEO 14,369,004 Lease liabilities due to a company controlled by the CEO 9,539,744 Lease liabilities due to SDP Development 589,328 Due to the CFO of the Company 527 24,498,603 |
Schedule of transactions with related parties including key management personnel [Table Text Block] | 2023 2022 $ $ Consulting fees paid to a director 125,000 240,000 Amounts paid to CEO or companies controlled by CEO for leases 1,239,090 1,203,000 Amounts paid to CEO or companies controlled by CEO for repayments of promissory note 6,584,146 7,162,500 Amounts paid to CEO or companies controlled by CEO for remuneration 200,000 267,119 Salary paid to directors and officers 398,950 496,807 Share based compensation including warrants and stock options for directors and officers 153,426 251,333 Lease payments made to SDP Development - 209,176 8,700,612 9,829,935 | January 31, 2021 $ Consulting fees paid to a director - Amounts paid to CEO or companies controlled by CEO 10,368,616 Salary paid to directors and officers 499,710 Share compensation for directors and officers 360,610 Convertible debenture interest paid to directors and officers 18,346 Lease payments made to SDP Development 228,192 11,475,474 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of reconciliation for calculation of basic and diluted earnings per share [Table Text Block] | 2023 2022 Net income from continuing operations after income taxes $ 1,381,540 $ 12,197,574 Net loss from discontinued operations after income taxes $ (1,088,329 ) $ (2,242,644 ) Net income $ 293,211 $ 9,954,930 Weighted average number of common shares outstanding 120,047,814 118,308,584 Dilutive effect of warrants and stock options outstanding 2,833,093 2,833,093 Diluted weighted average number of common shares outstanding 122,880,907 121,141,677 Basic income per share, continuing operations $ 0.01 $ 0.10 Diluted income per share, continuing operations $ 0.01 $ 0.10 Basic loss per share, discontinued operations $ (0.01 ) $ (0.02 ) D $ (0.01 ) $ (0.02 ) B $ 0.00 $ 0.08 D $ 0.00 $ 0.08 | January 31, 2021 Net loss from continuing operations after income taxes $ (4,601,572 ) Net loss from discontinued operations after income taxes $ (3,228,056 ) Net loss $ (7,829,628 ) Weighted average number of common shares outstanding 104,841,540 Dilutive effect of warrants and stock options outstanding - Diluted weighted average number of common shares outstanding 104,841,540 Basic loss per share, continuing operations $ (0.04 ) Diluted loss per share, continuing operations $ (0.04 ) Basic loss per share, discontinued operations $ (0.03 ) Diluted loss per share, discontinued operations $ (0.03 ) Basic loss per share $ (0.07 ) Diluted loss per share $ (0.07 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of components of the income tax provision [Table Text Block] | 2023 2022 $ $ Current Canadian - - US Federal and State 2,866,688 4,344,395 Total current income tax expense 2,866,688 4,344,395 Deferred Canadian - - US Federal and State (56,920 ) 590,072 Total deferred income tax recovery (56,920 ) 590,072 Total income tax expense 2,809,768 4,934,467 | January 31, 2021 $ Current Canadian - US Federal 2,366,046 Total current income tax expense 2,366,046 Deferred Canadian - US Federal 602,087 Total deferred income tax recovery 602,087 Total income tax expense 2,968,133 |
Schedule of domestic and foreign components of Income (loss) before provision for income taxes [Table Text Block] | 2023 2022 $ $ Canadian (702,488 ) 6,985,670 United States 4,893,796 10,146,371 Income (loss) before income taxes 4,191,308 17,132,041 | January 31, $ Canadian (11,678,406 ) US Federal 10,044,967 Loss before income taxes (1,633,439 ) |
Schedule of summary of reconciliation of the statutory income tax rate percentage to the effective tax [Table Text Block] | 2023 2022 $ $ Income (loss) for the year 4,191,308 17,132,041 Statutory rate 27% 27% Income tax expense at statutory rate 1,131,653 4,625,653 Non-deductible expenditures and non-taxable revenues IRC section 280E disallowance 1,802,992 1,834,479 Other 56,549 98,946 Foreign tax rate differential (288,933 ) (608,783 ) Change in foreign exchange rates and other 196,298 115,835 Change in valuation allowance (198,848 ) (73,893 ) Payable adjustment to provision versus statutory tax returns 67,056 2,738,188 Deferred adjustment to provision versus statutory tax returns 10,410 (4,316,443 ) Uncertain tax position, inclusive of interest and penalties 32,591 520,485 2,809,768 4,934,467 | January 31, $ Loss for the year (1,633,439 ) Statutory rate 27% Income tax recovery at statutory rate (441,029 ) Non-deductible expenditures and non-taxable revenues 1,842,777 Foreign tax rate differential (602,698 ) Change in valuation allowance 737,667 Adjustment to provision versus statutory tax returns 1,431,416 2,968,133 |
Schedule of summary of significant components of the deferred tax assets [Table Text Block] | January 31, 2023 January 31, $ $ Deferred tax assets Share issuance costs and financing fees 4,764 262,726 Allowable capital losses 132,986 139,182 Non-capital losses 4,699,606 4,376,843 Intangible assets 85,843 98,394 Right of use assets and lease liabilities, net 73,247 53,248 Reclamation obligation 14,219 14,923 Derivative liability 64,719 271,719 Inventories 36,797 - Convertible promissory note 312,190 345,989 Total deferred tax assets 5,424,371 5,563,024 Valuation allowance (5,311,368) (5,510,216) Total net deferred tax assets 113,003 52,808 Deferred tax liabilities Property and equipment (89,641) (86,366) Net deferred tax (liability) asset 23,362 (33,558) | January 31, $ Deferred tax assets Share issuance costs and financing fees 505,035 Allowable capital losses 138,421 Non-capital losses 3,834,262 Intangible assets 816,736 Mineral resource properties 983,977 Right of use assets and lease liabilities, net 63,032 Goodwill - Reclamation obligation 14,852 Total deferred tax assets 6,356,315 Valuation allowance (5,573,835 ) Total net deferred tax assets 782,480 Deferred tax liabilities Property and equipment (225,966 ) Net deferred tax asset 556,514 |
Schedule of aggregate change in the balance of gross unrecognized tax benefits [Table Text Block] | January 31, 2022 $ $ Beginning balance 813,855 293,370 Increase due to tax positions taken during a prior year 32,591 520,485 Ending balance 846,446 813,855 | |
Schedule of income tax payable [Table Text Block] | January 31, January 31, $ $ Income taxes payable 6,890,412 4,056,315 Unrecognized tax position, inclusive of interest and penalties 846,446 813,855 7,736,858 4,870,170 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Investments, All Other Investments [Abstract] | ||
Schedule of fair value measurements of financial liabilities [Table Text Block] | Fair value measurements at January 31, 2023 using: Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Earn out shares (Note 13) - - 239,700 239,700 Fair value measurements at January 31, 2022 using: Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Earn out shares (Note 13) - - 1,006,368 1,006,368 | Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilities: Conversion features of convertible promissory notes (note 14) - - 485,157 485,157 Earn out shares (note 14) - - 9,273,970 9,273,970 |
NATURE OF OPERATIONS (Narrative
NATURE OF OPERATIONS (Narrative) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Nature Of Operations [Abstract] | |||
Cash | $ 1,891,772 | $ 3,067,983 | $ 6,237,182 |
Working capital (deficit) | (6,231,895) | (5,689,642) | (3,914,024) |
Accumulated deficit | $ (69,471,712) | $ (69,764,923) | $ (79,426,484) |
BASIS OF PREPARATION (Narrative
BASIS OF PREPARATION (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax expense | $ 2,809,768 | $ 4,934,467 | $ 2,968,133 |
Unrecognized tax benefits | $ 846,446 | $ 813,855 | $ 293,370 |
Basic income (loss) per share from continuing operations | $ 0.01 | $ 0.1 | $ (0.04) |
Diluted income (loss) per share from continuing operations | 0.01 | 0.1 | (0.04) |
Basic income per share | 0 | 0.08 | (0.07) |
Diluted income per share | $ 0 | $ 0.08 | $ (0.07) |
Previously reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax expense | $ 3,973,246 | ||
Basic income (loss) per share from continuing operations | $ 0.11 | ||
Diluted income (loss) per share from continuing operations | 0.11 | ||
Basic income per share | 0.09 | ||
Diluted income per share | $ 0.09 | ||
Change [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income tax expense | $ 961,221 |
BASIS OF PREPARATION (Schedule
BASIS OF PREPARATION (Schedule restatement of consolidated financial statements) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income taxes payable | $ 7,736,858 | $ 4,870,170 | $ 3,378,299 |
Deferred tax asset | 23,362 | 0 | 556,514 |
Deferred tax liability | 33,558 | ||
Deficit | (69,471,712) | (69,764,923) | (79,426,484) |
Income tax expense | $ (2,809,768) | (4,934,467) | $ (2,968,133) |
Previously reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income taxes payable | 3,658,162 | ||
Deferred tax asset | 9,024 | ||
Deferred tax liability | 0 | ||
Deficit | (68,510,333) | ||
Income tax expense | (3,973,246) | ||
Change [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Income taxes payable | 1,212,008 | ||
Deferred tax asset | (9,024) | ||
Deferred tax liability | 33,558 | ||
Deficit | (1,254,590) | ||
Income tax expense | $ (961,221) |
BASIS OF PREPARATION (Schedul_2
BASIS OF PREPARATION (Schedule of wholly owned subsidiaries included in these consolidated financial statements) (Details) | Jan. 31, 2021 |
320204 US Holdings Corp. [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
320204 Oregon Holdings Corp. [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
320204 Nevada Holdings Corp. [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
320204 Re Holdings, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Eco Firma Farms LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Silver State Cultivation LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Silver State Relief LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Swell Companies, LTD [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Megawood Enterprises Inc. [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Phantom Venture Group, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Phantom Brands, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Phantom Distribution, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
63353 Bend, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
20727-4 Bend, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
4964 BFH, LLC [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
Workforce Concepts 21, Inc. [Member] | |
Basis Of Presentation [Line Items] | |
Percentage Ownership | 100% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Feb. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
FDIC coverage over cash balance | $ 697,945 | $ 850,704 | ||
Estimated useful lives of intangible assets | 10 years | 10 years | ||
Operating lease right-of-use assets | $ 5,001,360 | |||
Revenues | $ 28,888,410 | 32,982,976 | $ 33,466,063 | |
Deferred revenue | 94,068 | 0 | ||
Operating lease liabilities | 8,953,425 | $ 5,001,360 | ||
Revenue [Member] | Retail [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenues | 26,713,239 | 32,351,024 | ||
Revenue [Member] | Wholesale [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenues | $ 2,175,171 | $ 631,952 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of estimated useful lives of assets) (Details) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 45 years | 45 years |
Furniture & fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Machinery & equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 2 years | 2 years |
Machinery & equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | 7 years |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | shorter of the life of the improvement or the remaining life of the lease | shorter of the life of the improvement or the remaining life of the lease |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Jul. 20, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total undiscounted payments | $ 2,514,805 | ||||
Deposit liability | $ 175,000 | ||||
Mortgage maturity term | 20 years | 20 years | |||
Interest rate | 4.50% | 4.50% | |||
Interest rate terms | interest rates ranging from 5.59% to 19.9% with payments made monthly | interest rates ranging from 5.59% to 19.9% with payments made monthly | |||
Impairment loss | $ 363,510 | ||||
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Remaining inventory on hand | $ 363,391 | 0 | $ 363,391 | $ 1,296,009 | |
Impairment of inventory | 5,851 | 1,093,308 | 1,384,922 | ||
Impairment of right-of-use assets | 183,745 | 0 | |||
Recoverable amount | 0 | ||||
Provision for expected credit losses | 218,425 | 111,616 | 0 | ||
Impairment loss | 245,682 | 1,093,308 | 0 | ||
Other income | 231,212 | ||||
Interest expense | 183,404 | ||||
Acquisition re-organization costs | 1,204,740 | ||||
Impairment on capital assets | 116,881 | ||||
Cost of sales | $ 357,540 | 357,540 | 1,602,257 | 2,393,417 | |
Revenue | $ 357,540 | $ 357,540 | $ 1,128,403 | $ 2,661,223 |
DISCONTINUED OPERATIONS (Schedu
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated balance sheets) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Carrying amounts of the major classes of liabilities included in discontinued operations: | |||
Current portion of liabilities classified as held for sale | $ (640,266) | $ (874,379) | $ (628,171) |
Non-current portion of liabilities classified as held for sale | 1,132,658 | ||
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Carrying amounts of the major classes of assets included in discontinued operations: | |||
Receivables | 15,522 | 64,456 | 93,855 |
Inventory | 0 | 363,391 | 1,296,009 |
Prepaid expenses and deposits | 84,972 | 111,617 | 153,904 |
Deferred tax asset | 143,078 | 152,177 | 109,753 |
Property and equipment | 1,139,517 | 1,139,517 | 1,895,572 |
Right-of-use assets | 0 | 346,987 | 1,074,930 |
Intangible assets | 182,137 | ||
Total assets classified as held for sale | 1,383,089 | 2,178,145 | 4,806,160 |
Current portion of assets classified as held for sale | (1,492,826) | ||
Non-current portion of assets classified as held for sale | 3,313,334 | ||
Carrying amounts of the major classes of liabilities included in discontinued operations: | |||
Lease liabilities | 216,298 | 412,093 | 1,217,499 |
Long-term debt | 423,968 | 462,286 | 543,330 |
Total liabilities classified as held for sale | $ 640,266 | $ 874,379 | 1,760,829 |
Current portion of liabilities classified as held for sale | (628,171) | ||
Non-current portion of liabilities classified as held for sale | $ 1,132,658 |
DISCONTINUED OPERATIONS (Sche_2
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated operations) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 20, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Expenses (income) | ||||
Impairment loss | $ 363,510 | |||
Net loss from discontinued operations after income taxes | (1,088,329) | $ (2,242,644) | $ (3,228,056) | |
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 357,540 | 357,540 | 1,128,403 | 2,661,223 |
Cost of sales | $ 357,540 | 357,540 | 1,602,257 | 2,393,417 |
Gross loss | 0 | (473,854) | 267,806 | |
Expenses (income) | ||||
Selling, general and administrative expenses | 608,112 | 638,521 | 630,691 | |
Impairment loss | 245,682 | 1,093,308 | 0 | |
Provision for expected credit losses | 218,425 | 111,616 | 0 | |
Impairment of inventory | 1,384,922 | |||
Depreciation and amortization | 378,113 | |||
Operating lease cost | 56,650 | |||
Sales, marketing, and promotion | 27,933 | |||
Other income | 6,861 | (32,231) | 1,273,813 | |
Net loss from discontinued operations before income taxes | (1,079,080) | (2,285,068) | (3,484,316) | |
Income tax (recovery) expense | (9,249) | 42,424 | 256,260 | |
Net loss from discontinued operations after income taxes | $ (1,088,329) | $ (2,242,644) | $ (3,228,056) |
DISCONTINUED OPERATIONS (Sche_3
DISCONTINUED OPERATIONS (Schedule of disposal groups including discontinued operations consolidated cash flows) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash used in operating activities of discontinued operations | $ (71,292) | $ (1,602,478) | $ 241,753 |
Net cash provided by investing activities of discontinued operations | 51,357 | 1,168,349 | 100,000 |
Net cash used in financing activities of discontinued operations | (58,032) | (105,360) | (119,914) |
Swell And Megawood [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash used in operating activities of discontinued operations | (71,292) | (1,602,478) | 241,753 |
Net cash provided by investing activities of discontinued operations | 51,357 | 1,168,349 | 100,000 |
Net cash used in financing activities of discontinued operations | $ (58,032) | $ (105,360) | $ (119,914) |
SECURITY DEPOSIT (Narrative) (D
SECURITY DEPOSIT (Narrative) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Deposit Assets Disclosure [Abstract] | |||
Security deposit | $ 46,871 | $ 49,011 | $ 47,739 |
RECEIVABLES (Narrative) (Detail
RECEIVABLES (Narrative) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Receivables [Abstract] | |||
Net provision for expected credit losses | $ 0 | $ 0 | $ 0 |
RECEIVABLES (Schedule of receiv
RECEIVABLES (Schedule of receivables) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Receivables [Abstract] | |||
Taxes receivable | $ 10,834 | $ 11,945 | $ 14,809 |
Trade receivables | 401,476 | 198,478 | 101,208 |
Total receivables | $ 412,310 | $ 210,423 | $ 116,017 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Provision to record inventory at net realizable value | $ 174,453 | $ 0 |
Inventory (Schedule of inventor
Inventory (Schedule of inventories) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 1,556,353 | $ 1,848,392 | $ 1,946,638 |
Work in process | 2,494,455 | 2,029,133 | 582,655 |
Raw materials | 122,765 | 176,948 | 163,354 |
Total | $ 4,173,573 | $ 4,054,473 | $ 2,692,647 |
PROPERTY AND EQUIPMENT AND RI_3
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Feb. 01, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 533,702 | $ 472,998 | $ 630,818 | |
Depreciation and amortization expense allocated to inventory | 472,096 | 260,006 | 135,950 | |
Property plant and equipment | 6,032,170 | 5,900,820 | 3,306,865 | |
Accumulated depreciation | 1,347,052 | 1,031,227 | 558,229 | |
Right-of-use asset amortization | 800,269 | |||
Right-of-use asset amortization allocated to inventory | 450,413 | |||
Operating lease right-of-use assets | $ 5,001,360 | |||
Right-of-use asset additions resulting from lease renewals | 7,236,663 | |||
Operating lease liabilities | 8,953,425 | $ 5,001,360 | ||
Machinery and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment | 2,450,919 | 2,305,217 | 1,261,340 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment disposed | 309,907 | |||
Accumulated depreciation | 217,877 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment | 1,370,212 | |||
Accumulated depreciation | 230,695 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Machinery and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment | 324,371 | |||
Accumulated depreciation | 128,319 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment | 1,479,014 | |||
Accumulated depreciation | 751,582 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Megawood [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment on capital assets | 116,881 | |||
Property and equipment disposed | 318,314 | |||
Accumulated depreciation | 201,433 | |||
Gross proceeds of property equipment | 0 | |||
Right-of-use assets | 0 | 346,987 | 1,074,930 | |
Sell of right-of-use assets | $ 0 | $ 346,987 | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Pure Green Properties [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease right-of-use assets | 583,257 | |||
Operating lease liabilities | 628,171 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Swell And Pure Green Properties - Additional [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease right-of-use assets | $ 491,672 |
PROPERTY AND EQUIPMENT AND RI_4
PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS (Schedule of property and equipment and right-of-use assets) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | $ 6,032,170 | $ 5,900,820 | $ 3,306,865 |
Less: accumulated depreciation and amortization | (1,347,052) | (1,031,227) | (558,229) |
Property and equipment | 4,685,118 | 4,869,593 | 2,748,636 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | 1,330,000 | 1,330,000 | 1,330,000 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | 1,775,896 | 1,758,229 | 244,472 |
Furniture & fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | 468,696 | 460,890 | 376,207 |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | 6,659 | 46,484 | 94,846 |
Machinery & equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment | $ 2,450,919 | $ 2,305,217 | $ 1,261,340 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense from intangible assets | $ 1,337,336 | $ 1,370,286 | $ 1,464,528 |
Impairment loss | 363,510 | ||
Intangible assets, gross | 14,352,268 | 14,769,011 | 15,132,521 |
Accumulated amortization | 6,465,443 | 5,544,846 | 4,174,560 |
Intangible assets | 7,886,825 | 9,224,165 | 10,957,961 |
Goodwill | $ 28,541,323 | $ 28,541,323 | 28,541,323 |
Brand [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 117,737 | ||
Accumulated amortization | 17,737 | ||
Intangible assets | 100,000 | ||
Proceeds from sale of intangible assets | 100,000 | ||
Held for sale [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 400,009 | ||
Accumulated amortization | $ 217,872 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Schedule of intangible assets) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Licenses | $ 12,167,021 | $ 12,141,476 | $ 12,141,476 |
Brands | 644,800 | 868,982 | 868,982 |
Customer relationships | 1,540,447 | 1,758,553 | 2,122,063 |
Intangible assets, gross | 14,352,268 | 14,769,011 | 15,132,521 |
Less: accumulated amortization | (6,465,443) | (5,544,846) | (4,174,560) |
Estimated aggregate amortization expense, Total | $ 7,886,825 | $ 9,224,165 | $ 10,957,961 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL (Schedule of estimated amortization expense) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
January 31, 2024 | $ 1,337,336 | ||
January 31, 2025 | 1,337,336 | ||
January 31, 2026 | 1,337,336 | ||
January 31, 2027 | 1,337,336 | ||
January 31, 2028 | 1,325,336 | ||
Thereafter | 1,212,145 | ||
Estimated aggregate amortization expense, Total | $ 7,886,825 | $ 9,224,165 | $ 10,957,961 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Schedule of accounts payable and accrued liabilities) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 1,842,089 | $ 1,402,546 | $ 1,382,519 |
Accrued liabilities | 450,485 | 428,414 | 1,183,259 |
EFF settlement accrual | 612,500 | 612,500 | |
Interest payable | 16,352 | 65,409 | 115,218 |
Total | $ 2,921,426 | $ 2,508,869 | $ 2,680,996 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Feb. 01, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease right-of-use assets | $ 5,001,360 | |||
Operating lease costs | $ 1,403,743 | $ 1,403,743 | $ 1,249,422 | |
Portion of operating lease costs allocated to inventory | 812,368 | 812,368 | 700,185 | |
Lease liabilities classified as held for sale | 1,217,499 | |||
Undiscounted lease liabilities with related parties | 17,615,013 | |||
Undiscounted lease liabilities classified as held for sale | $ 684,576 | |||
Phantom Distribution, LLC [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Lease liabilities classified as held for sale | 216,298 | $ 412,093 | ||
Undiscounted lease liabilities with related parties | 14,488,346 | |||
Undiscounted lease liabilities classified as held for sale | $ 228,192 |
LEASES (Schedule of active leas
LEASES (Schedule of active leases and total lease term under contract) (Details) - Land and Building [Member] | Jan. 31, 2023 | Jan. 31, 2021 |
Swell Companies, LTD [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years | |
Silver State Cultivation LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 12 years | 12 years |
Silver State Relief LLC (Sparks) [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 12 years | 12 years |
Silver State Relief LLC (Fernley) [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 12 years | 12 years |
Megawood Enterprises Inc. [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years | |
Phantom Distribution, LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years | 5 years |
63353 Bend, LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years | 5 years |
20727-4 Bend, LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years | 5 years |
4964 BFH, LLC [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Useful life (years) | 5 years |
LEASES (Schedule of weighted av
LEASES (Schedule of weighted average discount rate used in calculating lease liabilities and weighted average remaining lease term) (Details) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Leases [Abstract] | |||
Weighted average discount rate | 10% | 10% | 10% |
Weighted average remaining lease term (years) | 9 years 7 months 17 days | 10 years 5 months 15 days | 11 years 3 months 25 days |
LEASES (Schedule of maturity of
LEASES (Schedule of maturity of the contractual undiscounted lease liabilities of operating leases) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Feb. 01, 2020 |
Lessee, Lease, Description [Line Items] | ||||
Year One | $ 1,276,262 | |||
Year Two | 1,314,551 | |||
Year Three | 1,353,987 | |||
Year Four | 1,394,607 | |||
Year Five | 1,436,445 | |||
Thereafter | 7,712,494 | |||
Total undiscounted lease liabilities | 14,488,346 | |||
Interest on lease liabilities | (5,534,921) | |||
Total present value of minimum lease payments | 8,953,425 | $ 5,001,360 | ||
Current portion of lease liability | 398,723 | $ 325,698 | $ 260,621 | |
Lease liability | $ 8,554,702 | $ 8,953,425 | 9,279,123 | |
Continuing Operations [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Year One | 1,203,000 | |||
Year Two | 1,239,090 | |||
Year Three | 1,276,263 | |||
Year Four | 1,314,551 | |||
Year Five | 1,353,987 | |||
Thereafter | 10,543,546 | |||
Total undiscounted lease liabilities | 16,930,437 | |||
Interest on lease liabilities | (7,390,693) | |||
Total present value of minimum lease payments | 9,539,744 | |||
Current portion of lease liability | 260,621 | |||
Lease liability | 9,279,123 | |||
Discontinued Operations [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Year One | 420,382 | |||
Year Two | 426,184 | |||
Year Three | 415,947 | |||
Year Four | 144,732 | |||
Year Five | 36,399 | |||
Thereafter | 0 | |||
Total undiscounted lease liabilities | 1,443,644 | |||
Interest on lease liabilities | (226,145) | |||
Total present value of minimum lease payments | 1,217,499 | |||
Current portion of lease liability | 314,799 | |||
Lease liability | 902,700 | |||
Total of Continuing and Discontinued Operations [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Year One | 1,623,382 | |||
Year Two | 1,665,274 | |||
Year Three | 1,692,210 | |||
Year Four | 1,459,283 | |||
Year Five | 1,390,386 | |||
Thereafter | 10,543,546 | |||
Total undiscounted lease liabilities | 18,374,081 | |||
Interest on lease liabilities | (7,616,838) | |||
Total present value of minimum lease payments | 10,757,243 | |||
Current portion of lease liability | 575,420 | |||
Lease liability | $ 10,181,823 |
PROMISSORY NOTES (Narrative) (D
PROMISSORY NOTES (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Feb. 04, 2021 USD ($) | Aug. 19, 2022 USD ($) | Nov. 19, 2020 USD ($) | Feb. 21, 2020 USD ($) | Jul. 01, 2019 USD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 CAD ($) Debenture Warrant Common_Share $ / shares shares | Jan. 31, 2021 USD ($) Debenture Warrant Common_Share shares | Jan. 31, 2022 $ / shares | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | Nov. 21, 2019 | Jan. 01, 2019 USD ($) | |
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Repayments of convertible debt | $ 40,000 | $ 1,210,000 | $ 0 | ||||||||||||
Interest expense | 455,091 | 1,032,691 | 1,643,363 | ||||||||||||
Proceeds from convertible debt | 5,688,442 | ||||||||||||||
Proceeds from warrants exercised | $ 533,326 | 533,326 | 0 | ||||||||||||
Fair value of derivative liability | 239,700 | $ 1,006,368 | $ 9,759,127 | $ 3,850,396 | |||||||||||
Repayments of notes payable | $ 6,080,000 | 6,080,000 | 7,013,333 | ||||||||||||
Interest rate | 4.50% | 4.50% | 4.50% | ||||||||||||
Interest paid - cash | $ 504,147 | 1,082,500 | 1,715,750 | ||||||||||||
June 13, 2018 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Fair value of derivative liability | $ 409,007 | ||||||||||||||
May 24, 2019 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Fair value of derivative liability | 76,150 | ||||||||||||||
Convertible debentures [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Interest paid - cash | $ 784,918 | ||||||||||||||
Convertible debentures [Member] | December 31, 2018 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Number of convertible debentures | Debenture | 262 | 262 | |||||||||||||
Proceeds from convertible debt | $ 262,000 | $ 195,734 | |||||||||||||
Convertible debt | $ 3,209,000 | 2,508,068 | |||||||||||||
Number of shares issued | shares | 4,011,250 | 4,011,250 | |||||||||||||
Number of warrants exercised in connection with convertible debentures issued | Warrant | 1,988 | 1,988 | |||||||||||||
Proceeds from warrants exercised | $ 1,988,000 | $ 1,485,188 | |||||||||||||
Number of warrant debentures converted into common shares | shares | 2,087 | 2,087 | |||||||||||||
Carrying amount of warrant debentures converted into common shares | $ 2,087,000 | 1,632,114 | |||||||||||||
Warrant debentures converted in to number of common shares | shares | 2,313,322 | 2,313,322 | |||||||||||||
Interest paid - cash | $ 250,879 | ||||||||||||||
Convertible debentures [Member] | January 30, 2019 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Number of convertible debentures | Debenture | 497 | 497 | |||||||||||||
Proceeds from convertible debt | $ 497,000 | $ 371,297 | |||||||||||||
Convertible debt | $ 6,673,000 | 5,204,120 | |||||||||||||
Number of shares issued | shares | 8,341,250 | 8,341,250 | |||||||||||||
Remaining balance outstanding of convertible debentures | 0 | ||||||||||||||
Number of warrants exercised in connection with convertible debentures issued | Warrant | 4,572 | 4,572 | |||||||||||||
Proceeds from warrants exercised | $ 4,572,000 | $ 3,415,633 | |||||||||||||
Number of warrant debentures converted into common shares | shares | 4,587 | 4,587 | |||||||||||||
Carrying amount of warrant debentures converted into common shares | $ 4,587,000 | 3,595,099 | |||||||||||||
Warrant debentures converted in to number of common shares | shares | 5,098,872 | 5,098,872 | |||||||||||||
Interest paid - cash | $ 534,039 | ||||||||||||||
Convertible promissory notes [Member] | June 13, 2018 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Repayments of convertible debt | $ 41,600 | ||||||||||||||
Principal payments | 40,000 | ||||||||||||||
Interest expense | $ 1,600 | ||||||||||||||
Aggregate principal amount | $ 2,000,000 | 2,000,000 | |||||||||||||
Conversion price per share | $ / shares | $ 1 | $ 1 | |||||||||||||
Interest rate of convertible promissory notes | 4% | ||||||||||||||
Fair value of derivative liability | 0 | $ 0 | 409,007 | ||||||||||||
Convertible promissory notes [Member] | January 23, 2019 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Repayments of convertible debt | $ 130,000 | ||||||||||||||
Aggregate principal amount | 175,000 | ||||||||||||||
Conversion price per share | $ / shares | $ 5 | ||||||||||||||
Fair value of derivative liability | 0 | ||||||||||||||
Number of shares issued on conversion | Common_Share | 35,000 | 35,000 | |||||||||||||
Number of common shares issued for repayment of the convertible promissory note | shares | 95,849 | 95,849 | |||||||||||||
Convertible promissory notes [Member] | May 24, 2019 issuance [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Conversion price per share | $ / shares | $ 1.56 | $ 1.56 | |||||||||||||
Fair value of derivative liability | 76,150 | ||||||||||||||
Note payable | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Interest rate | 10% | 10% | 10% | ||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | $ 506,667 | $ 800,000 | |||||||||||||
Note payable | $ 15,200,000 | $ 2,000,000 | $ 30,000,000 | ||||||||||||
Interest rate | 9.50% | 9.50% | 10% | ||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on April 1, 2019 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 3,000,000 | 3,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on July 1, 2019 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 6,000,000 | 6,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on October 1, 2019 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 6,000,000 | 6,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on January 1, 2020 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 6,000,000 | 6,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on April 1, 2020 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 6,000,000 | 6,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on July 1, 2020 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 3,000,000 | 3,000,000 | |||||||||||||
Promissory notes payable [Member] | Silver State [Member] | Newman [Member] | Principal installment due on December 1, 2019 [Member] | |||||||||||||||
Convertible Debentures And Promissory Notes [Line Items] | |||||||||||||||
Principal payments | 600,000 | 600,000 | |||||||||||||
Principal payment of promissory note cancelled | $ 800,000 | $ 800,000 |
PROMISSORY NOTES (Schedule of c
PROMISSORY NOTES (Schedule of convertible promissory notes) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Conversions | $ (12,758,473) | ||
Interest expense | $ 456,691 | $ 1,077,068 | 3,931,570 |
Accretion expense | 0 | 230,462 | 1,220,896 |
Interest paid - cash | (504,147) | (1,082,500) | (1,715,750) |
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 0 | 0 | 6,246,070 |
New issuances on exercise of warrants | 5,688,442 | ||
Conversions | (12,758,473) | ||
Interest expense | 599,240 | ||
Accretion expense | 725,238 | ||
Interest paid - cash | (784,918) | ||
Loss on foreign exchange translation | 284,401 | ||
Balance, end of period | 0 | 0 | |
Convertible Debt [Member] | December 31, 2018 issuance [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 0 | 0 | 2,066,976 |
New issuances on exercise of warrants | 1,749,065 | ||
Conversions | (4,075,959) | ||
Interest expense | 190,003 | ||
Accretion expense | 251,990 | ||
Interest paid - cash | (250,879) | ||
Loss on foreign exchange translation | 68,804 | ||
Balance, end of period | 0 | 0 | |
Convertible Debt [Member] | January 30, 2019 issuance [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 0 | 0 | 4,179,094 |
New issuances on exercise of warrants | 3,939,377 | ||
Conversions | (8,682,514) | ||
Interest expense | 409,237 | ||
Accretion expense | 473,248 | ||
Interest paid - cash | (534,039) | ||
Loss on foreign exchange translation | 215,597 | ||
Balance, end of period | 0 | 0 | |
Convertible promissory notes [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 1,281,442 | 2,202,646 | 1,732,981 |
Payment | (41,600) | (1,210,000) | (175,000) |
Interest expense | 1,600 | 58,334 | 149,007 |
Accretion expense | 230,462 | 495,658 | |
Loss on foreign exchange translation | 85,183 | ||
Balance, end of period | 1,156,259 | 1,281,442 | 2,202,646 |
Convertible promissory notes [Member] | June 13, 2018 issuance [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 1,281,442 | 1,072,590 | 639,665 |
Payment | (41,600) | 0 | 0 |
Interest expense | 1,600 | 17,649 | 48,733 |
Accretion expense | 191,203 | 384,192 | |
Loss on foreign exchange translation | 85,183 | ||
Balance, end of period | 1,156,259 | 1,281,442 | 1,072,590 |
Convertible promissory notes [Member] | January 23, 2019 issuance [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 0 | 175,000 | |
Payment | (175,000) | ||
Interest expense | 0 | ||
Accretion expense | 0 | ||
Balance, end of period | 0 | ||
Convertible promissory notes [Member] | May 24, 2019 issuance [Member] | |||
Short-Term Debt [Line Items] | |||
Balance, beginning of period | 0 | 1,130,056 | 918,316 |
Payment | 0 | (1,210,000) | 0 |
Interest expense | 0 | 40,685 | 100,274 |
Accretion expense | 39,259 | 111,466 | |
Loss on foreign exchange translation | 0 | ||
Balance, end of period | $ 0 | $ 0 | $ 1,130,056 |
PROMISSORY NOTES (Schedule of p
PROMISSORY NOTES (Schedule of promissory notes) (Details) - Promissory notes payable [Member] - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Debt Instrument [Line Items] | |||
Balance, beginning of period | $ 8,106,667 | $ 14,186,667 | $ 21,200,000 |
Repayments | (6,080,000) | (6,080,000) | (7,013,333) |
Balance, end of period | 2,026,667 | 8,106,667 | $ 14,186,667 |
Current portion | 2,026,667 | 6,080,000 | |
Non-current portion | $ 0 | $ 8,106,667 |
DERIVATIVE LIABILITY (Narrative
DERIVATIVE LIABILITY (Narrative) (Details) - USD ($) | 1 Months Ended | ||||||
Feb. 04, 2019 | Jan. 24, 2022 | May 24, 2019 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Derivative [Line Items] | |||||||
Fair value of derivative liability | $ 0 | $ 0 | |||||
Derivative Liability | $ 239,700 | $ 1,006,368 | $ 9,759,127 | $ 3,850,396 | |||
June 13, 2018 issuance [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Liability | 409,007 | ||||||
May 24, 2019 issuance [Member] | |||||||
Derivative [Line Items] | |||||||
Derivative Liability | $ 76,150 | ||||||
Phantom Farms [Member] | |||||||
Derivative [Line Items] | |||||||
Maximum 'earn out' shares over a period of seven years | 4,500,000 | ||||||
Shares issued - Settlement of Earn out shares (Shares) | 1,300,000 | ||||||
Swell Companies Ltd [Member] | |||||||
Derivative [Line Items] | |||||||
Maximum 'earn out' shares over a period of seven years | 6,000,000 | ||||||
Percentage of earn out shares earned upon change of control | 50% |
DERIVATIVE LIABILITY (Schedule
DERIVATIVE LIABILITY (Schedule of continuity of derivative liabilities) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Derivative [Line Items] | |||
Beginning balance | $ 1,006,368 | $ 9,759,127 | $ 3,850,396 |
Fair value adjustment on derivative liabilities | (742,483) | (8,576,290) | 5,756,195 |
Settlement of Phantom earn out | (677,939) | ||
Effect of foreign exchange | (24,185) | 501,470 | 152,536 |
Ending balance | 239,700 | 1,006,368 | 9,759,127 |
Convertible promissory notes [Member] | |||
Derivative [Line Items] | |||
Beginning balance | 0 | 485,157 | 151,242 |
Fair value adjustment on derivative liabilities | 0 | (485,157) | 333,915 |
Settlement of Phantom earn out | 0 | ||
Effect of foreign exchange | 0 | 0 | 0 |
Ending balance | 0 | 0 | 485,157 |
Earn out shares [Member] | |||
Derivative [Line Items] | |||
Beginning balance | 1,006,368 | 9,273,970 | 3,699,154 |
Fair value adjustment on derivative liabilities | (742,483) | (8,091,133) | 5,422,280 |
Settlement of Phantom earn out | (677,939) | ||
Effect of foreign exchange | (24,185) | 501,470 | 152,536 |
Ending balance | $ 239,700 | $ 1,006,368 | $ 9,273,970 |
DERIVATIVE LIABILITY (Schedul_2
DERIVATIVE LIABILITY (Schedule of fair value of earn of earn out shares) (Details) - Earn out shares [Member] | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Discount rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 4.43 | 1.24 | 0.3 |
Expected life in years [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 3.31 | 4.33 | 5.34 |
Expected stock volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 80 | 80 | 80 |
Expected volatility of foreign exchange [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 6.4 | 6.52 | 5.29 |
DERIVATIVE LIABILITY (Schedul_3
DERIVATIVE LIABILITY (Schedule of fair value of convertible promissory notes) (Details) | Jan. 31, 2021 $ / shares |
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price (CAD) | $ 1.54 |
Exercise price (CAD) | $ 1.28 |
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Discount rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.18 |
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Expected life in years [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.36 |
Conversion feature of June 13, 2018 issuance of convertible promissory notes [Member] | Expected stock volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 85 |
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price (CAD) | $ 1.54 |
Exercise price (CAD) | $ 2 |
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Discount rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.18 |
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Expected life in years [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.31 |
Conversion feature of May 24, 2019 issuance of convertible promissory notes [Member] | Expected stock volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 86 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 01, 2021 shares | Apr. 05, 2021 shares | Feb. 04, 2021 $ / shares shares | Feb. 04, 2021 USD ($) $ / shares shares | Jun. 13, 2018 USD ($) shares | Jan. 24, 2022 shares | Jun. 17, 2021 shares | Jan. 31, 2023 USD ($) shares | Jan. 31, 2022 USD ($) $ / shares | Jan. 31, 2022 USD ($) shares | Jan. 31, 2021 USD ($) shares | May 28, 2020 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||
Shares issued - acquisition of Phantom Farms | $ | $ 2,582,903 | |||||||||||
Repayments of notes payable | $ | $ 6,080,000 | $ 6,080,000 | 7,013,333 | |||||||||
Repaid the convertible promissory note | $ | 130,000 | |||||||||||
Shares issued - Megawood | $ | $ 38,415 | |||||||||||
Shares issued - option exercises (Shares) | 200,000 | |||||||||||
Number of warrants exercised | 456,100 | 4,160,000 | 4,616,100 | |||||||||
Number of shares delivered to the vendors of EFF | 1,977,500 | 2,142,000 | ||||||||||
Proceeds from issuance of promissory note payable | $ | $ 1,905,635 | $ 1,905,635 | ||||||||||
Remaining number of shares to be delivered | 1,184,407 | 1,349,046 | ||||||||||
Warrants outstanding and exercisable intrinsic value | $ | $ 0 | $ 0 | $ 0 | |||||||||
Number of warrants outstanding with extended expiry date | 2,794,746 | |||||||||||
Exercise price of warrants outstanding with extended expiry date | $ / shares | $ 1.83 | |||||||||||
Weighted average exercise price of warrants exercised | (per share) | $ 1.5 | $ 1.17 | $ 1.05 | |||||||||
Number of common shares called by warrants | 456,100 | 456,100 | 1,214,080 | |||||||||
Proceeds from warrants exercised | $ | $ 533,326 | $ 533,326 | $ 0 | |||||||||
Number of warrants expired | 1,243,900 | 4,038,646 | ||||||||||
Maximum term of options | 10 years | 10 years | ||||||||||
Stock options outstanding and exercisable intrinsic value | $ | $ 0 | $ 0 | $ 0 | |||||||||
Share-based compensation | $ | $ 209,441 | $ 366,469 | $ 494,435 | |||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued - acquisition of Phantom Farms (Shares) | 7,132,042 | |||||||||||
Shares issued - acquisition of Phantom Farms | $ | $ 2,582,903 | |||||||||||
Amendment of Megawood consideration (Shares) | 95,849 | |||||||||||
Shares issued - Megawood | $ | $ 38,415 | |||||||||||
Shares issued - option exercises (Shares) | 200,000 | |||||||||||
Shares issued - conversion of debentures (Shares) | 19,764,694 | |||||||||||
Shares issued - Swell commitment (Shares) | 456,862 | |||||||||||
Shares issued - EFF commitment (Shares) | 19,774 | 19,774 | 19,774 | |||||||||
Shares issued - PF warrants exercises (Shares) | 456,100 | |||||||||||
Shares issued - Guaranteed warrants (Shares) | 1,214,080 | 1,214,080 | ||||||||||
Number of warrants exercised | 4,160,000 | |||||||||||
Shares issued - Settlement of Earn out shares (Shares) | 1,300,000 | 1,300,000 | ||||||||||
Director [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants exercised | 426,100 |
SHARE CAPITAL (Schedule for con
SHARE CAPITAL (Schedule for continuity of common stock) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 01, 2021 | Apr. 05, 2021 | Jan. 24, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Beginning balance | $ 33,728,602 | $ 23,256,148 | $ 13,610,017 | |||
Shares issued - acquisition of Phantom Farms | $ 2,582,903 | |||||
Shares issued - option exercises (Shares) | 200,000 | |||||
Shares issued - option exercises | $ 98,950 | |||||
Shares issued - conversion of debentures | 12,758,473 | |||||
Shares issued - PF warrants exercises | 533,326 | |||||
Shares issued - EFF commitment | 0 | |||||
Standby warrants issued | 2,116,192 | |||||
Shares issued - Guaranteed warrants | 0 | |||||
Shares issued - Settlement of Earn out shares | 677,939 | |||||
Share-based compensation | 209,441 | 366,469 | 494,435 | |||
Ending balance | $ 34,315,076 | $ 33,728,602 | $ 23,256,148 | |||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Beginning balance (Shares) | 120,047,814 | 117,057,860 | 89,388,639 | |||
Beginning balance | $ 105,236,351 | $ 103,636,830 | $ 85,096,509 | |||
Shares issued - acquisition of Phantom Farms (Shares) | 7,132,042 | |||||
Shares issued - acquisition of Phantom Farms | $ 2,582,903 | |||||
Shares issued - Megawood (Shares) | 95,849 | |||||
Shares issued - Megawood | $ 38,415 | |||||
Shares issued - option exercises (Shares) | 200,000 | |||||
Shares issued - option exercises | $ 98,950 | |||||
Shares issued - conversion of debentures (Shares) | 19,764,694 | |||||
Shares issued - conversion of debentures | $ 12,758,473 | |||||
Shares issued - Swell commitment (Shares) | 456,862 | |||||
Shares issued - Swell commitment | $ 429,582 | |||||
Shares issued - PF warrants exercises (Shares) | 456,100 | |||||
Shares issued - PF warrants exercises | $ 533,326 | |||||
Shares issued - EFF commitment (Shares) | 19,774 | 19,774 | 19,774 | |||
Shares issued - EFF commitment | $ 21,787 | $ 21,371 | ||||
Standby warrants issued | 2,116,192 | |||||
Shares issued - Guaranteed warrants (Shares) | 1,214,080 | 1,214,080 | ||||
Shares issued - Guaranteed warrants | $ 0 | |||||
Shares issued - Settlement of Earn out shares (Shares) | 1,300,000 | 1,300,000 | ||||
Shares issued - Settlement of Earn out shares | $ 677,939 | |||||
Share-based compensation | $ 209,441 | $ 366,469 | $ 494,435 | |||
Ending balance (Shares) | 120,047,814 | 120,047,814 | 117,057,860 | |||
Ending balance | $ 105,445,792 | $ 105,236,351 | $ 103,636,830 |
SHARE CAPITAL (Schedule of warr
SHARE CAPITAL (Schedule of warrants activity) (Details) | 1 Months Ended | 12 Months Ended | |||||
Feb. 04, 2021 $ / shares shares | Feb. 04, 2021 $ / shares shares | Jun. 17, 2021 shares | Jan. 31, 2023 $ / shares shares | Jan. 31, 2022 $ / shares shares | Jan. 31, 2021 $ / shares shares | Jan. 31, 2020 $ / shares shares | |
Equity [Abstract] | |||||||
Warrants outstanding, Beginning balance | 11,894,746 | 11,894,746 | 3,240,000 | 11,894,746 | 5,694,746 | ||
Warrants issued | 6,200,000 | ||||||
Warrants exercised | (456,100) | (456,100) | (4,160,000) | (4,616,100) | |||
Warrants expired | (1,243,900) | (1,243,900) | (4,038,646) | ||||
Warrants outstanding, Ending balance | 3,240,000 | 3,240,000 | 11,894,746 | 5,694,746 | |||
Weighted average exercise price of warrants outstanding, beginning balance | $ / shares | $ 1.32 | $ 1.18 | $ 1.32 | $ 1.66 | |||
Weighted average exercise price of warrants issued | $ / shares | 1 | ||||||
Weighted average exercise price of warrants exercised | (per share) | $ 1.5 | $ 1.17 | 1.05 | ||||
Weighted average exercise price of warrants expired | $ / shares | 1.73 | ||||||
Weighted average exercise price of warrants outstanding, ending balance | $ / shares | $ 1.18 | $ 1.18 | $ 1.32 | $ 1.66 | |||
Weighted average remaining life of warrants outstanding | 1 year 1 month 6 days | 2 years 1 month 6 days | 1 year 11 months 15 days | 8 months 26 days |
SHARE CAPITAL (Schedule of wa_2
SHARE CAPITAL (Schedule of warrants outstanding and exercisable) (Details) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1.18 | $ 1.18 | $ 1.32 | $ 1.66 |
Number of Warrants | 3,240,000 | 3,240,000 | 11,894,746 | 5,694,746 |
February 4, 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1.5 | |||
Number of Warrants | 1,700,000 | |||
May 28, 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1.83 | |||
Number of Warrants | 2,794,746 | |||
December 31, 2023 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1 | $ 1 | ||
Number of Warrants | 632,400 | 1,922,000 | ||
January 30, 2024 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1 | $ 1 | ||
Number of Warrants | 1,407,600 | 4,278,000 | ||
May 24, 2024 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise Price | $ 1.5 | $ 1.5 | ||
Number of Warrants | 1,200,000 | 1,200,000 |
SHARE CAPITAL (Schedule of stoc
SHARE CAPITAL (Schedule of stock option activity) (Details) - $ / shares | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Equity [Abstract] | ||||
Options outstanding and exercisable - Beginning balance | 5,615,000 | 6,965,000 | 3,255,000 | |
Options granted | 600,000 | 4,055,000 | ||
Options exercised | (200,000) | |||
Options expired/cancelled | (1,405,000) | (1,350,000) | (145,000) | |
Options outstanding and exercisable - Ending balance | 4,810,000 | 5,615,000 | 6,965,000 | 3,255,000 |
Weighted average exercise price, outstanding and exercisable - Beginning balance | $ 0.84 | $ 1.22 | $ 1.78 | |
Weighted average exercise price, Granted | 0.7 | 0.73 | ||
Weighted average exercise price, Exercised | 0.65 | |||
Weighted average exercise price, Expired/Cancelled | 1.25 | 2.8 | 0.71 | |
Weighted average exercise price, outstanding and exercisable - Ending balance | $ 0.75 | $ 0.84 | $ 1.22 | $ 1.78 |
Weighted average remaining life, outstanding and exercisable | 10 months 9 days | 1 year 5 months 12 days | 2 years 18 days | 2 years 2 months 4 days |
SHARE CAPITAL (Schedule of st_2
SHARE CAPITAL (Schedule of stock options outstanding and exercisable) (Details) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 0.75 | $ 0.84 | $ 1.22 | $ 1.78 |
Outstanding | 4,810,000 | 5,615,000 | 6,965,000 | 3,255,000 |
Exercisable | 4,409,998 | 4,261,667 | ||
June 25, 2021 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 2.8 | |||
Outstanding | 1,350,000 | |||
Exercisable | 1,350,000 | |||
February 5, 2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 1.11 | |||
Outstanding | 460,000 | |||
Exercisable | 460,000 | |||
October 9, 2022 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 1.38 | |||
Outstanding | 500,000 | |||
Exercisable | 500,000 | |||
January 24, 2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 0.8 | |||
Outstanding | 100,000 | |||
Exercisable | 100,000 | |||
August 17, 2023 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 0.7 | $ 0.7 | ||
Outstanding | 3,560,000 | 3,905,000 | ||
Exercisable | 3,560,000 | 1,301,667 | ||
January 28, 2024 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 1.5 | $ 1.5 | ||
Outstanding | 150,000 | 150,000 | ||
Exercisable | 150,000 | 50,000 | ||
October 9, 2024 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 1 | $ 1 | ||
Outstanding | 500,000 | 500,000 | ||
Exercisable | 500,000 | 500,000 | ||
February 10, 2025 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ 0.7 | |||
Outstanding | 600,000 | |||
Exercisable | 199,998 |
SHARE CAPITAL (weighted average
SHARE CAPITAL (weighted average assumptions of stock options) (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Equity [Abstract] | |||
Stock price | $ 0.61 | ||
Exercise price | $ 0.7 | ||
Risk-free rate | 1.60% | 0% | 0.19% |
Expected term of options | 3 years | 3 years | |
Annualized volatility | 80% | 0% | 80% |
Dividend rate | 0% | 0% | 0% |
SELLING, GENERAL AND ADMINIST_3
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Schedule of selling, general and administrative expenses) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 20, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Selling, General and Administrative Expense [Abstract] | ||||
Accounting and legal | $ 68,195 | $ 716,349 | $ 665,248 | $ 501,854 |
Depreciation and amortization | 1,365,018 | 1,280,446 | 1,321,686 | |
License fees, taxes and insurance | 1,625,036 | 1,807,645 | 1,705,539 | |
Office facilities and administrative | 338,492 | 301,944 | 253,230 | |
Operating lease cost | 591,375 | 591,376 | 549,031 | |
Other expenses | 806,009 | 256,454 | 372,307 | |
Professional fees and consulting | 903,513 | 701,999 | 650,188 | |
Salaries and wages | 2,747,133 | 2,913,900 | 2,884,320 | |
Sales, marketing, and promotion | 83,672 | 83,770 | ||
Share-based compensation | 209,441 | 366,469 | 494,435 | |
Shareholder communications | 18,128 | 26,781 | 15,834 | |
Travel and entertainment | 41,742 | 59,142 | 58,975 | |
Selling, general and administrative expenses | $ 9,445,908 | $ 9,055,174 | $ 8,807,399 |
SEGMENTED INFORMATION (Schedule
SEGMENTED INFORMATION (Schedule of segmented operational activity) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 28,888,410 | $ 32,982,976 | $ 33,466,063 |
Gross profit (loss) | 13,401,146 | 18,809,985 | 18,047,346 |
Operating expenses: | |||
Sales, marketing, and promotion | (83,672) | (83,770) | |
Selling, general and administrative expense | (9,445,908) | (9,055,174) | (8,807,399) |
Operating lease cost | (1,403,743) | (1,403,743) | (1,249,422) |
Depreciation and amortization | (1,843,366) | (1,818,325) | (2,270,526) |
Share-based compensation | (209,441) | (366,469) | (494,435) |
Impairment of inventory | (20,726) | 0 | |
Interest, accretion, and other | (456,691) | (1,077,068) | (3,931,570) |
Net income (loss) before taxes | 4,191,308 | 17,132,041 | (1,633,439) |
Discontinued operations (Oregon) [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 357,540 | 1,128,403 | 2,661,223 |
Gross profit (loss) | 0 | (473,854) | 267,806 |
Operating expenses: | |||
General and administration | (386,779) | (429,969) | |
Sales, marketing, and promotion | (1,938) | 0 | |
Selling, general and administrative expense | (658,624) | ||
Operating lease cost | (195,639) | (1,233) | (56,650) |
Depreciation and amortization | (23,756) | (207,319) | (378,113) |
Share-based compensation | 0 | 0 | 0 |
Impairment of inventory | (245,682) | (1,456,818) | (1,384,922) |
Provision for expected credit losses | (218,425) | ||
Interest, accretion, and other | (6,861) | 284,125 | (1,273,813) |
Net income (loss) before taxes | (1,079,080) | (2,285,068) | (3,484,316) |
Nevada [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 28,888,410 | 32,982,976 | 33,466,063 |
Gross profit (loss) | 13,401,146 | 18,809,985 | 18,047,346 |
Operating expenses: | |||
General and administration | (4,397,477) | (3,797,101) | |
Sales, marketing, and promotion | (83,672) | (83,770) | |
Selling, general and administrative expense | (3,643,205) | ||
Operating lease cost | (591,375) | (591,376) | (549,031) |
Depreciation and amortization | (1,270,092) | (1,276,640) | (1,270,564) |
Share-based compensation | 0 | 0 | 0 |
Impairment of inventory | 0 | 0 | 0 |
Provision for expected credit losses | 0 | ||
Interest, accretion, and other | (31,327) | 22,171 | (137,651) |
Net income (loss) before taxes | 7,027,203 | 13,083,269 | 12,446,895 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Gross profit (loss) | 0 | 0 | 0 |
Operating expenses: | |||
General and administration | (2,798,925) | (2,936,012) | |
Sales, marketing, and promotion | 0 | 0 | |
Selling, general and administrative expense | (2,799,042) | ||
Operating lease cost | 0 | 0 | 0 |
Depreciation and amortization | (94,926) | (3,806) | (51,122) |
Share-based compensation | (209,441) | (366,469) | (494,435) |
Impairment of inventory | (20,726) | 0 | 0 |
Provision for expected credit losses | 0 | ||
Interest, accretion, and other | 288,123 | 7,355,059 | (10,735,735) |
Net income (loss) before taxes | (2,835,895) | (4,048,772) | (14,080,334) |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 29,245,950 | 34,111,379 | 36,127,286 |
Gross profit (loss) | 13,401,146 | 18,336,131 | 18,315,152 |
Operating expenses: | |||
General and administration | (7,583,181) | (7,163,082) | |
Sales, marketing, and promotion | (85,610) | (83,770) | |
Selling, general and administrative expense | (7,100,871) | ||
Operating lease cost | (787,014) | (592,609) | (605,681) |
Depreciation and amortization | (1,388,774) | (1,487,765) | (1,699,799) |
Share-based compensation | (209,441) | (366,469) | (494,435) |
Impairment of inventory | (266,408) | (1,456,818) | (1,384,922) |
Provision for expected credit losses | (218,425) | ||
Interest, accretion, and other | 249,935 | 7,661,355 | (12,147,199) |
Net income (loss) before taxes | $ 3,112,228 | $ 14,846,973 | $ (5,117,755) |
SEGMENTED INFORMATION (Schedu_2
SEGMENTED INFORMATION (Schedule of disaggregation of long-lived assets by geographic are) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets by geographic area | $ 13,070,651 | $ 13,745,477 | $ 12,085,884 |
Nevada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets by geographic area | 11,321,662 | 11,903,430 | 10,110,806 |
Discontinued operations (Oregon)[Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets by geographic area | 1,748,286 | 1,817,633 | 1,946,961 |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets by geographic area | $ 703 | $ 24,414 | $ 28,117 |
COMMITMENTS (Narrative) (Detail
COMMITMENTS (Narrative) (Details) | Jan. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Undiscounted lease payments for lease liabilities held for sale | $ 684,576 |
COMMITMENTS (Schedule of future
COMMITMENTS (Schedule of future minimum payments) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2021 |
Other Commitments [Line Items] | ||
Year One | $ 1,550,005 | $ 1,708,406 |
Year Two | 1,360,102 | 1,700,243 |
Year Three | 1,399,538 | 1,728,968 |
Year Four | 1,440,158 | 1,394,965 |
Year Five | 1,481,996 | 1,399,730 |
Thereafter | 8,035,145 | 10,959,042 |
Other commitment | 15,266,944 | 18,891,354 |
Mortgage [Member] | ||
Other Commitments [Line Items] | ||
Year One | 277,214 | |
Year Two | 232,961 | |
Year Three | 224,513 | |
Year Four | 80,414 | |
Year Five | 45,743 | |
Thereafter | 415,496 | |
Other commitment | 1,276,341 | |
Leases with related parties [Member] | ||
Other Commitments [Line Items] | ||
Year One | 1,431,192 | |
Year Two | 1,467,282 | |
Year Three | 1,504,455 | |
Year Four | 1,314,551 | |
Year Five | 1,353,987 | |
Thereafter | 10,543,546 | |
Other commitment | $ 17,615,013 | |
Third Parties[Member] | ||
Other Commitments [Line Items] | ||
Year One | 273,743 | |
Year Two | 45,551 | |
Year Three | 45,551 | |
Year Four | 45,551 | |
Year Five | 45,551 | |
Thereafter | 322,651 | |
Other commitment | 778,598 | |
Related Parties [Member] | ||
Other Commitments [Line Items] | ||
Year One | 1,276,262 | |
Year Two | 1,314,551 | |
Year Three | 1,353,987 | |
Year Four | 1,394,607 | |
Year Five | 1,436,445 | |
Thereafter | 7,712,494 | |
Other commitment | $ 14,488,346 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - SDP Development Group, LLC [Member] | 1 Months Ended | ||||
Feb. 12, 2020 USD ($) ft² Property shares | Nov. 16, 2022 USD ($) | Nov. 16, 2020 | Feb. 12, 2020 $ / shares | Feb. 12, 2020 USD ($) a $ / shares | |
Phantom Farms [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of property purchased under purchase agreement | Property | 6 | ||||
Aggregate purchase price | $ 8,010,000 | ||||
Number of shares issued under the purchase agreement | shares | 2,670,000 | ||||
Price of shares issued under the purchase agreement | (per share) | $ 3 | $ 3 | |||
Southern Oregon Farms [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of property purchased under purchase agreement | Property | 2 | ||||
Land Subject to ground lease | a | 60 | ||||
Outdoor cannabis cultivation facilities | Property | 2 | ||||
Area of canopy | ft² | 80,000 | ||||
Number of properties for which rent reduced | Property | 3 | ||||
Number of shares issued on purchase of Phantom farms | shares | 7,132,041 | ||||
Shares issued on purchase of Phantom farms | $ 2,582,903 | ||||
Transaction costs | $ 1,204,740 | ||||
Undiscounted future cash flows | $ 684,576 | ||||
Three Nevada Leases With Double G Holdings [Member] | |||||
Related Party Transaction [Line Items] | |||||
Undiscounted future cash flows | $ 16,930,437 | ||||
Extended lease term | 5 years | ||||
Annual in base rent annually | 3% |
RELATED PARTY TRANSACTIONS (Sch
RELATED PARTY TRANSACTIONS (Schedule of balances due to related parties included in accounts payable, accrued liabilities, and promissory note payable) (Details) - Related Party [Member] - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Related Party Transaction [Line Items] | |||
Other Liabilities | $ 10,997,136 | $ 17,863,651 | $ 24,498,603 |
Due to the President and CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Other Liabilities | 2,043,019 | 8,172,075 | 14,369,004 |
Lease liabilities due to a company controlled by the CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Other Liabilities | 8,953,425 | 9,279,123 | 9,539,744 |
Lease liabilities due to SDP Development [Member] | |||
Related Party Transaction [Line Items] | |||
Other Liabilities | 0 | 412,093 | 589,328 |
Due to the CFO of the Company [Member] | |||
Related Party Transaction [Line Items] | |||
Other Liabilities | $ 692 | $ 360 | $ 527 |
RELATED PARTY TRANSACTIONS (S_2
RELATED PARTY TRANSACTIONS (Schedule of transactions with related parties including key management personnel) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Related Party Transactions [Abstract] | |||
Consulting fees paid to a director | $ 125,000 | $ 240,000 | $ 0 |
Amounts paid to CEO or companies controlled by CEO for leases | 1,239,090 | 1,203,000 | 10,368,616 |
Amounts paid to CEO or companies controlled by CEO for repayments of promissory note | 6,584,146 | 7,162,500 | |
Amounts paid to CEO or companies controlled by CEO for remuneration | 200,000 | 267,119 | |
Salary paid to directors and officers | 398,950 | 496,807 | 499,710 |
Share based compensation including warrants and stock options for directors and officers | 153,426 | 251,333 | 360,610 |
Convertible debenture interest paid to directors and officers | 18,346 | ||
Lease payments made to SDP Development | 0 | 209,176 | 228,192 |
Expenses from transactions with related party | $ 8,700,612 | $ 9,829,935 | $ 11,475,474 |
EARNINGS PER SHARE (Narrative)
EARNINGS PER SHARE (Narrative) (Details) - shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of earn out shares excluded from potential issuance | 6,000,000 | 6,000,000 | |
Warrants And Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 16,156,413 | ||
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,200,000 | 1,200,000 | |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,409,998 | 4,263,333 |
EARNINGS PER SHARE (Schedule of
EARNINGS PER SHARE (Schedule of reconciliation for calculation of basic and diluted earnings per share) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net income from continuing operations after income taxes | $ 1,381,540 | $ 12,197,574 | $ (4,601,572) |
Net loss from discontinued operations after income taxes | (1,088,329) | (2,242,644) | (3,228,056) |
Net income (loss) | $ 293,211 | $ 9,954,930 | $ (7,829,628) |
Weighted average number of common shares outstanding | 120,047,814 | 118,308,584 | 104,841,540 |
Dilutive effect of warrants and stock options outstanding | 2,833,093 | 2,833,093 | 0 |
Diluted weighted average number of common shares outstanding | 122,880,907 | 121,141,677 | 104,841,540 |
Basic income per share, continuing operations | $ 0.01 | $ 0.1 | $ (0.04) |
Diluted income per share, continuing operations | 0.01 | 0.1 | (0.04) |
Basic loss per share, discontinued operations | (0.01) | (0.02) | (0.03) |
Diluted loss per share, discontinued operations | (0.01) | (0.02) | (0.03) |
Basic income per share | 0 | 0.08 | (0.07) |
Diluted income per share | $ 0 | $ 0.08 | $ (0.07) |
CONTINGENCIES (Narrative) (Deta
CONTINGENCIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 08, 2019 | May 30, 2022 | Jan. 20, 2021 | Oct. 22, 2020 | May 30, 2019 | Apr. 29, 2019 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||||
Damages alleged against company | $ 2,774,176 | ||||||||
Attorney's fees | $ 68,195 | $ 716,349 | $ 665,248 | $ 501,854 | |||||
Damages awarded to company | 1,252 | ||||||||
Statutory prevailing party fee | $ 640 | ||||||||
Statutory rate | 9% | 27% | 27% | 27% | |||||
Oregon Action [Member] | Settled Litigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages alleged against company | $ 612,500 | ||||||||
British Columbia Action [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Issue of common shares | 1,800,000 | 1,800,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Valuation allowance | $ 5,311,368 | $ 5,510,216 | $ 5,573,835 |
Non-capital losses | 4,699,606 | 4,376,843 | 3,834,262 |
Allowable capital losses | 132,986 | 139,182 | 138,421 |
Uncertain tax liability inclusive of interest and penalties | 846,446 | 813,855 | |
Uncertainties before interest and penalties | 789,112 | ||
Unrecognized tax benefits related to depreciation | 401,824 | ||
Unrecognized tax benefits related to amortization | 7,745 | ||
Unrecognized tax benefits, Interest | 55,065 | ||
Unrecognized tax benefits, penalties | 2,268 | ||
Unrecognized tax benefits | 846,446 | $ 813,855 | $ 293,370 |
Oregon [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses carryforward | $ 2,700,000 | ||
Operating losses carryforward period | 15-year carryforward period with losses expiring between 2034 and 2038 | ||
Canadian [Member] | |||
Income Tax Disclosure [Line Items] | |||
Non-capital losses | $ 17,400,000 | ||
Allowable capital losses | $ 985,000 |
INCOME TAXES (Schedule of compo
INCOME TAXES (Schedule of components of the income tax provision) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Total current income tax expense | $ 2,866,688 | $ 4,344,395 | $ 2,366,046 |
Total deferred income tax recovery | (56,920) | 590,072 | 602,087 |
Total income tax expense | 2,809,768 | 4,934,467 | 2,968,133 |
Canadian [Member] | |||
Income Tax Disclosure [Line Items] | |||
Total current income tax expense | 0 | 0 | 0 |
Total deferred income tax recovery | 0 | 0 | 0 |
US Federal and State [Member] | |||
Income Tax Disclosure [Line Items] | |||
Total current income tax expense | 2,866,688 | 4,344,395 | 2,366,046 |
Total deferred income tax recovery | $ (56,920) | $ 590,072 | $ 602,087 |
INCOME TAXES (Schedule of domes
INCOME TAXES (Schedule of domestic and foreign components of Income (loss) before provision for income taxes) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Income (loss) before income taxes | $ 4,191,308 | $ 17,132,041 | $ (1,633,439) |
Canadian [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) before income taxes | (702,488) | 6,985,670 | (11,678,406) |
United States [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) before income taxes | $ 4,893,796 | $ 10,146,371 | $ 10,044,967 |
INCOME TAXES (Schedule of effec
INCOME TAXES (Schedule of effective income tax rate reconciliation) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 22, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) for the year | $ 4,191,308 | $ 17,132,041 | $ (1,633,439) | |
Statutory rate | 9% | 27% | 27% | 27% |
Income tax expense at statutory rate | $ 1,131,653 | $ 4,625,653 | $ (441,029) | |
Non-deductible expenditures and non-taxable revenues | 1,842,777 | |||
IRC section 280E disallowance | 1,802,992 | 1,834,479 | ||
Other | 56,549 | 98,946 | ||
Foreign tax rate differential | (288,933) | (608,783) | (602,698) | |
Change in foreign exchange rates and other | 196,298 | 115,835 | ||
Change in valuation allowance | (198,848) | (73,893) | 737,667 | |
Payable adjustment to provision versus statutory tax returns | 67,056 | 2,738,188 | 1,431,416 | |
Deferred adjustment to provision versus statutory tax returns | 10,410 | (4,316,443) | ||
Uncertain tax position, inclusive of interest and penalties | 32,591 | 520,485 | ||
Income tax expense (benefit) | $ 2,809,768 | $ 4,934,467 | $ 2,968,133 |
INCOME TAXES (Schedule of defer
INCOME TAXES (Schedule of deferred tax assets and liabilities) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Deferred tax assets | |||
Share issuance costs and financing fees | $ 4,764 | $ 262,726 | $ 505,035 |
Allowable capital losses | 132,986 | 139,182 | 138,421 |
Non-capital losses | 4,699,606 | 4,376,843 | 3,834,262 |
Intangible assets | 85,843 | 98,394 | 816,736 |
Mineral resource properties | 983,977 | ||
Right of use assets and lease liabilities, net | 73,247 | 53,248 | 63,032 |
Goodwill | 0 | ||
Reclamation obligation | 14,219 | 14,923 | 14,852 |
Derivative liability | 64,719 | 271,719 | |
Inventories | 36,797 | 0 | |
Convertible promissory note | 312,190 | 345,989 | |
Total deferred tax assets | 5,424,371 | 5,563,024 | 6,356,315 |
Valuation allowance | (5,311,368) | (5,510,216) | (5,573,835) |
Total net deferred tax assets | 113,003 | 52,808 | 782,480 |
Deferred tax liabilities | |||
Property and equipment | (89,641) | (86,366) | (225,966) |
Net deferred tax (liability) asset | $ 23,362 | $ (33,558) | $ 556,514 |
INCOME TAXES (Schedule of aggre
INCOME TAXES (Schedule of aggregate change in the balance of gross unrecognized tax benefits) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 813,855 | $ 293,370 |
Increase due to tax positions taken during a prior year | 32,591 | 520,485 |
Ending balance | $ 846,446 | $ 813,855 |
INCOME TAXES (Schedule of incom
INCOME TAXES (Schedule of income taxes payable) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Income taxes payable | $ 6,890,412 | $ 4,056,315 | |
Unrecognized tax position, inclusive of interest and penalties | 846,446 | 813,855 | $ 293,370 |
Total income taxes payable | $ 7,736,858 | $ 4,870,170 | $ 3,378,299 |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of fair value measurements of financial liabilities) (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Conversion features of convertible promissory notes [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | $ 485,157 | ||
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | 0 | ||
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | 0 | ||
Conversion features of convertible promissory notes [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | 485,157 | ||
Earn out shares [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | $ 239,700 | $ 1,006,368 | 9,273,970 |
Earn out shares [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | 0 | 0 | 0 |
Earn out shares [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | 0 | 0 | 0 |
Earn out shares [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Financial Liabilities Fair Value Disclosure [Abstract] | |||
Financial liabilities | $ 239,700 | $ 1,006,368 | $ 9,273,970 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | 1 Months Ended | |||||
Mar. 09, 2023 | Feb. 13, 2023 | Jun. 01, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Promissory note payable | $ 2,026,667 | $ 6,080,000 | $ 6,080,000 | |||
Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Termination settlement consideration | $ 500,000 | |||||
Subsequent Events [Member] | Swell Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of common shares issued in exchange for one-time payment | 4,792,800 | |||||
Settlement of Earn-Out Obligation | $ 575,136 | |||||
President and Chief Executive Officer [Member] | Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory note payable | $ 2,026,667 |