Cover
Cover | 12 Months Ended |
Oct. 31, 2019 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Oct. 31, 2019 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Current Fiscal Year End Date | --10-31 |
Entity File Number | 000-53646 |
Entity Registrant Name | GROWN ROGUE INTERNATIONAL INC. |
Entity Central Index Key | 0001463000 |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | 550 Airport Road |
Entity Address, City or Town | Medford |
Entity Address, State or Province | OR |
Entity Address, Country | US |
Entity Address, Postal Zip Code | 97504 |
Title of 12(b) Security | Common Stock, no par value |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 73,219,916 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 550 Airport Road |
Entity Address, City or Town | Medford |
Entity Address, State or Province | OR |
Entity Address, Country | US |
Entity Address, Postal Zip Code | 97504 |
City Area Code | 458 |
Local Phone Number | 226-2100 |
Contact Personnel Name | Obie Strickler |
Consolidated Statements of Fina
Consolidated Statements of Financial Position | Oct. 31, 2019 USD ($) | Oct. 31, 2018 USD ($) |
Current assets | ||
Cash | $ 74,926 | $ 826,643 |
Accounts receivable (Note 23) | 99,188 | 252,908 |
Other receivable | 35,235 | 52,843 |
Biological assets (Note 5) | 156,589 | 149,617 |
Inventory (Note 6) | 940,715 | 1,380,101 |
Prepaid expenses | 126,309 | 207,582 |
Total current assets | 1,432,962 | 2,869,694 |
Property and equipment (Note 7) | 1,464,917 | 1,575,921 |
Intangible assets | 34,597 | 64,974 |
Deferred transaction costs (Note 2) | 855,679 | |
TOTAL ASSETS | 2,932,476 | 5,366,268 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,526,855 | 2,382,694 |
Finance lease payable (Note 9) | 129,876 | 99,134 |
Convertible promissory notes (Note 11) | 265,277 | |
Convertible debentures (Note 12) | 1,995,609 | |
Due to employee/director (Note 22) | 104,000 | |
Current portion of long-term debt (Note 10) | 150,000 | |
Unearned Revenue | 35,000 | |
Interest payable (Notes 10, 11, and 12) | 55,829 | 470,134 |
Derivative liabilities (Note 12) | 249,320 | |
Total current liabilities | 4,142,489 | 3,321,239 |
Accrued liabilities (Note 8) | 180,799 | 0 |
Finance leases payable (Note 9) | 12,329 | 97,680 |
Convertible promissory notes (Note 11) | 1,034,099 | |
Convertible debentures (Note 12) | 931,099 | |
Long-term debt (Note 10) | 50,000 | |
Deferred rent | 24,505 | 31,256 |
Derivative liabilities (Note 11) | 148,500 | |
TOTAL LIABILITIES | 4,360,122 | 5,613,873 |
Equity Holder’s Deficit | ||
Members’ capital (Note 13) | 4,701,773 | |
Share capital (Note 14) | 12,647,930 | |
Shares to be issued (Note 16) | 5,136 | 720,516 |
Equity component of convertible debentures (Note 12) | 132,000 | |
Contributed surplus | 2,890,435 | 2,010,489 |
Accumulated other comprehensive income | 121,920 | |
Accumulated deficit | (17,112,605) | (7,812,383) |
Equity attributable to shareholders of the Company | (1,447,184) | (247,605) |
Non-controlling interest (Note 29) | 19,538 | |
TOTAL EQUITY | (1,427,646) | (247,605) |
TOTAL LIABILITIES & EQUITY | $ 2,932,476 | $ 5,366,268 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Profit or loss [abstract] | |||
Revenue | $ 3,924,983 | $ 1,932,128 | $ 156,066 |
Cost of finished cannabis inventory sold (Note 6) | (2,935,934) | (1,889,229) | (151,663) |
Gross profit, excluding fair value items | 989,049 | 42,899 | 4,403 |
Realized fair value amounts included in inventory sold | (622,804) | (997,744) | |
Unrealized fair value gain on growth of biological assets (Note 5) | 486,354 | 541,352 | 985,515 |
Gross profit (loss) | 852,599 | (413,493) | 989,918 |
Expenses | |||
Accretion expense (Notes 11 and 12) | 153,195 | 317,827 | 33,191 |
Amortization of intangible assets | 31,373 | 18,762 | |
Amortization of property and equipment (Note 7) | 63,295 | 460,046 | 45,926 |
General and administrative (Notes 22 and 24) | 4,660,675 | 2,707,886 | 1,049,655 |
Equity based compensation (Notes 13 and 19) | 113,227 | 1,049,595 | |
Transaction costs (Note 2) | 3,453,790 | ||
Total expenses | 8,475,555 | 4,554,116 | 1,128,772 |
Loss from operations | (7,622,956) | (4,967,609) | (138,854) |
Interest expense (Notes 10, 11, and 12) | (245,549) | (965,285) | (163,543) |
Other income | 16,733 | ||
Finance charge expense (Note 14) | (1,510,489) | ||
Gain/(Loss) on derecognition of derivative liability (Note 11) | 39,500 | (57,500) | |
Loss on disposal of property and equipment | (70,403) | (9,103) | |
Acquisition costs (Note 27) | (126,202) | ||
Impairment of technology license (Note 13) | (1,574,761) | ||
Debt issuance costs (Note 12) | (10,165) | ||
Change in fair value of derivative liability (Note 12) | 121,811 | ||
Loss on debt settlement (Note 14) | (4,942) | ||
Net Loss | (9,476,934) | (7,509,986) | (302,397) |
Other Comprehensive Income | |||
Currency translation adjustment | 121,920 | ||
Comprehensive Loss | $ (9,355,014) | $ (7,509,986) | $ (302,397) |
Loss per Share - basic and diluted | $ (0.13) | $ (0.22) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - basic and diluted | 70,928,833 | 33,437,503 | 22,432,446 |
Net Loss Attributable to: | |||
Non-controlling Interest | $ (176,712) | ||
Equity shareholders of the Company | (9,300,222) | (7,509,986) | (302,397) |
Net loss | (9,476,934) | (7,509,986) | (302,397) |
Comprehensive Loss Attributable to: | |||
Non-controlling Interest | (176,712) | ||
Equity shareholders of the company | (9,178,302) | (7,509,986) | (302,397) |
Comprehensive Loss | $ (9,355,014) | $ (7,509,986) | $ (302,397) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity Holders' Deficit - USD ($) | Share capital [member] | Common Units [Member] | Round Preferred Units [Member] | Issued capital [member] | Subscriptions Payable [Member] | Equity Component Of Convertible Debentures [Member] | Contributed Surplus [Member] | Currency Translation Reserve [Member] | Retained earnings [member] | Non-controlling interests [member] | Total |
Balance - October 31, 2018 at Oct. 31, 2016 | |||||||||||
Beginning balance, shares at Oct. 31, 2016 | |||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Common units issued for cash | $ 100 | 100 | 100 | ||||||||
Common units issued for cash, shares | 22,432,446 | ||||||||||
Net loss | (302,397) | (302,397) | |||||||||
Balance - October 31, 2019 at Oct. 31, 2017 | $ 100 | 100 | (302,397) | (302,297) | |||||||
Ending balance, shares at Oct. 31, 2017 | 22,432,446 | ||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Common units issued pursuant to conversion of notes payable | $ 2,152,134 | 2,152,134 | 2,152,134 | ||||||||
Common units issued pursuant to conversion of notes payable, shares | 9,159,871 | ||||||||||
Seed Round Preferred Units issued for cash | 1,300,345 | 1,300,345 | 1,300,345 | ||||||||
Seed Round Preferred Units issued for cash, shares | 4,007,236 | ||||||||||
Common units issued for cash | $ 225,000 | 225,000 | 225,000 | ||||||||
Common units issued for cash, shares | 925,000 | ||||||||||
Common units issued to service providers | $ 1,049,595 | 1,049,595 | 1,049,595 | ||||||||
Common units issued to service providers, shares | 4,182,320 | ||||||||||
Unit purchase options granted | 1,510,489 | 1,510,489 | |||||||||
Unit purchase option purchased | 500,000 | 500,000 | |||||||||
Issuance of convertible debentures | 132,000 | 132,000 | |||||||||
Subscription proceeds | 720,516 | 720,516 | |||||||||
Issuance costs | (25,401) | (25,401) | (25,401) | ||||||||
Net loss | (7,509,986) | (7,509,986) | |||||||||
Balance - October 31, 2019 at Oct. 31, 2018 | $ 3,426,829 | 1,274,944 | 4,701,773 | 720,516 | 132,000 | 2,010,489 | (7,812,383) | (247,605) | |||
Ending balance, shares at Oct. 31, 2018 | 40,706,873 | ||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||
Common units issued pursuant to conversion of notes payable | $ 1,451,400 | 1,451,400 | 1,451,400 | ||||||||
Common units issued pursuant to conversion of notes payable, shares | 5,465,877 | ||||||||||
Common units issued pursuant to technology license agreement | $ 1,574,761 | 1,574,761 | 1,574,761 | ||||||||
Common units issued pursuant to technology license agreement, shares | 6,600,000 | ||||||||||
Common units issued pursuant to exercise of purchase option | $ 1,218,784 | 1,218,784 | (1,218,784) | ||||||||
Common units issued pursuant to exercise of purchase option, shares | 4,202,429 | ||||||||||
Subscription receipts | 554,000 | 554,000 | |||||||||
Common units issued pursuant to subscription receipts | $ 913,698 | 913,698 | (1,274,516) | 360,818 | |||||||
Common units issued pursuant to subscription receipts, shares | 3,771,023 | ||||||||||
Exchange of Units for common shares pursuant to the Transaction | 9,860,416 | $ (8,585,472) | (1,274,944) | (9,860,416) | |||||||
Common units issued to existing shareholders of the Company pursuant to the Transaction | 900,403 | 900,403 | |||||||||
Common units issued to existing shareholders of the Company pursuant to the Transaction, shares | 3,773,689 | ||||||||||
Common shares issued to former debt holders of the Company | 200,651 | 79,237 | 279,888 | ||||||||
Common shares issued to former debt holders of the Company, shares | 839,790 | ||||||||||
Common shares pursuant to acquisition of Grown Rogue Canada | 23,860 | 23,860 | |||||||||
Common shares pursuant to acquisition of Grown Rogue Canada, shares | 100,000 | ||||||||||
Common shares issued pursuant to subscription receipts | 1,479,947 | 584,430 | 2,064,377 | ||||||||
Common shares issued pursuant to subscription receipts, shares | 6,193,917 | ||||||||||
Fair value of broker warrants | (50,508) | 50,508 | |||||||||
Issuance costs | (143,786) | (56,781) | (200,567) | ||||||||
Fair value of Grown Rogue Canada replacement warrants | 893,646 | 893,646 | |||||||||
Debt settlements | 5,136 | 5,136 | |||||||||
Common shares issued for services | 255,360 | 255,360 | |||||||||
Common shares issued for services, shares | 1,035,500 | ||||||||||
Common shares issued for debt, shares | 530,818 | ||||||||||
Stock based compensation expenses | 112,080 | 112,080 | |||||||||
Issuance of common share purchase warrants | 74,792 | 74,792 | |||||||||
Derivative Liability | (132,000) | (132,000) | |||||||||
Currency Translation Adjustment | 121,920 | 121,920 | |||||||||
Non-controlling interest | 196,250 | 196,250 | |||||||||
Common shares issued for debt | 121,587 | 121,587 | |||||||||
Net loss | (9,300,222) | (176,712) | (9,476,934) | ||||||||
Balance - October 31, 2019 at Oct. 31, 2019 | $ 12,647,930 | $ 5,136 | $ 2,890,435 | $ 121,920 | $ (17,112,605) | $ 19,538 | $ (1,427,646) | ||||
Ending balance, shares at Oct. 31, 2019 | 73,219,916 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Statement of cash flows [abstract] | |||
Net loss | $ (9,476,934) | $ (7,509,986) | $ (302,397) |
Adjustments for non-cash items in net loss | |||
Amortization of property and equipment | 63,295 | 460,046 | 45,926 |
Amortization of intangible assets | 31,373 | 18,762 | |
Unrealized gain on changes in fair value of biological assets | (486,354) | (541,352) | (985,515) |
Equity based compensation | 113,227 | 1,049,595 | |
Services paid in shares or membership units | 322,985 | ||
Amortization of debt issuance costs | 64,914 | 1,151 | |
Change in fair value of derivative liability | (121,811) | ||
Accretion expense | 153,195 | 317,827 | 33,191 |
Finance charge expense | 1,510,489 | ||
Loss on disposal of property and equipment | 70,403 | 9,103 | |
Transaction costs | 3,453,790 | ||
Services settled by issuance of long-term debt | 26,487 | ||
(Gain)/loss on recognition of derivative liability | (39,500) | 57,500 | |
Acquisition costs | 126,202 | ||
Impairment of technology license | 1,574,761 | ||
Bad debt expense | 54,892 | ||
Effects of foreign exchange | 153,003 | ||
Loss on debt settlement | 4,509 | ||
Noncash Items In Net Loss | (3,938,050) | (4,601,529) | (1,207,644) |
Changes in non-cash balances related to operations (Note 20) | 511,214 | 2,251,172 | 511,136 |
Net cash used in operating activities | (3,426,836) | (2,350,357) | (696,508) |
Investing Activities | |||
Purchase of intangible assets | (996) | (44,363) | (39,373) |
Purchase of property and equipment | (216,088) | (1,055,874) | (724,807) |
Payment upon execution of Letter of Intent | (50,000) | ||
Cash acquired upon close of Transaction | 5,875 | ||
Net cash used in investing activities | (261,209) | (1,100,237) | (764,180) |
Financing Activities | |||
Members’ contributions | 1,525,345 | ||
Subscription receivable | 720,516 | ||
Option proceeds | 500,000 | ||
Proceeds from long-term debt | 100,000 | 2,649,253 | 1,931,755 |
Repayment of long-term debt | (250,145) | (578,250) | (17,868) |
Proceeds of subscription receipts | 2,514,377 | ||
Convertible debenture proceeds | 1,105,126 | ||
Proceeds of finance lease | |||
Payment of finance lease | (117,125) | ||
Payment of equity and debenture issuance costs | (200,567) | (25,401) | |
Payment of debt issuance costs | (47,975) | (111,746) | |
Deferred Transaction costs | (167,363) | (855,679) | |
Net cash provided by financing activities | 2,936,328 | 3,824,038 | 1,913,887 |
Change in cash | (751,717) | 373,444 | 453,199 |
Cash - beginning of period | 826,643 | 453,199 | |
Cash - end of period | $ 74,926 | $ 826,643 | $ 453,199 |
Nature of Operations and Going
Nature of Operations and Going Concern | 12 Months Ended |
Oct. 31, 2019 | |
Nature Of Operations And Going Concern | |
Nature of Operations and Going Concern | 1. Nature of Operations and Going Concern Grown Rogue International Inc. (the “Company”), formerly “Novicius Corp.”, was amalgamated under the Business Corporations Act (Ontario) on November 30, 2009 (the “Company”). The Company’s registered office is located at 340 Richmond Street West, Toronto, Ontario, M5V 1X2. The Company’s common shares trade on the Canadian Securities Exchange (“CSE”) under the symbol GRIN. These consolidated financial statements for the years ended October 31, 2019 and 2018, include the Company, its wholly-owned subsidiaries Grown Rogue Canada Corp. (“GRC”), and Grown Rogue Unlimited, LLC (“GR Unlimited”) and GR Unlimited’s wholly-owned subsidiaries and subsidiaries in which it has a controlling interest (collectively referred to as the “Subsidiaries”). GR Unlimited’s wholly-owned subsidiaries include Grown Rogue Gardens, LLC; Grown Rogue Distribution, LLC; GRU Properties, LLC; and GRIP, LLC. GR Unlimited also has 60% ownership interests in GRD Cali, LLC and Idalia, LLC. Grown Rogue Gardens, LLC is engaged in cannabis cultivation activities. Grown Rogue Distribution, LLC is engaged in wholesale activities; GRU Properties, LLC is engaged in real estate activities; and GRIP, LLC is engaged in intellectual property activities. These consolidated financial statements are prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of the business. The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. During the year ended October 31, 2019, the Company incurred a net loss of $ 9,476,934 7,509,986 302,397 17,112,605 7,812,383 302,397 2,709,527 451,545 261,627 |
Reverse Takeover
Reverse Takeover | 12 Months Ended |
Oct. 31, 2019 | |
Reverse Takeover | |
Reverse Takeover | 2. Reverse Takeover The Company entered into a definitive transaction agreement (the “Definitive Agreement”) dated October 31, 2018 with GR Unlimited and Grown Rogue Canada Inc. (“Grown Rogue Canada”) and Novicius Acquisition Corp. (“Novicius Subco”) which resulted, through a series of transactions, in the acquisition of all of the equity interests of GR Unlimited and Grown Rogue Canada by the Company (the “Transaction”), such that, immediately following completion of the Transaction on November 15, 2018, approximately 86% of the issued and outstanding shares of the Company were owned by the former unitholders of GR Unlimited. Prior to close of the Transaction the Company completed a consolidation of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post-consolidated common share. Upon close of the Transaction, the Company issued, in aggregate, 60,746,202 common shares to the GR Unlimited unitholders for all of the outstanding units of GR Unlimited, 100,000 common shares to a director of Grown Rogue Canada and 839,790 common shares to former debtholders of the Company. The Transaction constituted a reverse takeover of the Company by the shareholders of GR Unlimited but did not meet the definition of a business combination under IFRS 3. As such, the Transaction is accounted for under IFRS 2, where the difference between the consideration given to acquire the Company and the net asset value of the Company is recorded as a transaction expense. Since GR Unlimited is deemed to be the accounting acquirer for accounting purposes, these financial statements present the historical financial information of GR Unlimited up to the date of the Transaction. The allocation of the consideration transferred is as follows: Schedule of consideration transferred 3,773,689 shares at a price of CAD$0.315 per share $ 900,403 Net assets (liabilities) of the Company acquired (604,107 ) Transaction costs $ 1,504,510 The acquisition-date fair value of the consideration transferred by the existing equity holders of GR Unlimited is based on the number of shares of the combined entity that are held by the existing shareholders of the Company. The fair value of the consideration was based on the private placement transactions entered into by GR Unlimited. Upon completion of the Transaction, the former shareholder of Grown Rogue Canada controlled less than 1% of the issued and outstanding common shares of the Company (not including holders of subscription receipts of Grown Rogue Canada). For accounting purposes, the Company has been identified as the acquirer and Grown Rogue Canada the acquired company. Since Grown Rogue Canada’s operations do not constitute a business, this transaction has been accounted for as a share-based payment. As such, Grown Rogue Canada’s balances are accounted for at fair value, with the balance of the purchase price in excess of the fair value of the acquired assets and liabilities of Grown Rogue Canada accounted for as transaction costs. Grown Rogue Canada’s historical share capital, deficit and contributed surplus have been eliminated. The allocation of the consideration transferred is as follows: 100,000 common shares at a price of CAD$0.315 per share $ 23,860 Fair value of warrants of the Company issued (note 15vii) 893,646 Total consideration transferred 917,506 Net assets of Grown Rogue Canada acquired 61,447 Transaction costs $ 856,059 In addition to the costs mentioned above, the Company incurred cash transaction costs of $ 1,093,221 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Oct. 31, 2019 | |
Basis of Presentation | 3. Basis of Presentation a) Statement of Compliance The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These consolidated financial statements were approved and authorized for issuance by the Company’s Board of Directors on March 19, 2020. b) Basis of Measurement The consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value as described herein. c) Functional and Presentation Currency The Company’s functional currency is the Canadian dollar and the functional currency of its Subsidiaries is the United States (“U.S.”) dollar. These consolidated financial statements are presented in U.S. dollars. Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statement of loss and comprehensive loss. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as currency translation reserve in shareholders’ equity. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which, in substance, is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive loss. d) Basis of Consolidation The Subsidiaries are controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the Subsidiaries and has the ability to affect those returns through its power over the Subsidiaries by way of its ownership of all of the issued and outstanding common shares. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date control ceases. All inter-company balances and transactions have been eliminated upon consolidation. |
Significant Accounting Policies
Significant Accounting Policies and Significant Judgements | 12 Months Ended |
Oct. 31, 2019 | |
Significant Accounting Policies and Significant Judgements | 4. Significant Accounting Policies and Significant Judgements a) Revenue Revenue from the sale of cannabis is recognized when the Company transfers control of the good to the customer. Control of the product transfers at a point in time either upon shipment to or receipt by the customer, depending on the contractual terms. The Company recognizes revenue in an amount that reflects the consideration that the Company expects to receive taking into account any variation that may result from rights of return. The pattern and timing of revenue recognition under the new standard is consistent with prior year practice. There were no adjustments recognized on the adoption of IFRS 15 in the year ended October 31, 2019. b) Inventory Inventory is valued at the lower of cost and net realizable value. Harvested cannabis included in inventory is recognized at the fair value of the biological asset at the point of harvest, which becomes the deemed cost. Any subsequent post-harvest costs are capitalized to inventory to the extent that the cost is less than net realizable value. Manufactured inventory and work-in-progress includes an allocation of production overhead, which is based on normal operating capacity. The Company reviews inventories for obsolete, redundant and slow moving goods and any such inventories identified are written down to net realizable value. c) Cost of goods sold Cost of goods sold includes the cost of finished goods inventory sold during the year, as well as inventory write-downs during the year. d) Biological assets The Company’s biological assets consist of cannabis plants. The Company capitalizes all the direct and indirect costs as incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest. Subsequent to harvest, the recognized biological asset amount becomes the cost basis of finished goods inventory. Seeds are measured at fair value. Unrealized gains or losses arising from changes in fair value less costs to sell during the period are included in the consolidated results of operations of the appropriate year. e) Accounts Payable and Accrued Liabilities Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Provisions are recognized when the Company has an obligation (legal or constructive) arising from a past event, and the costs to settle this obligation are both probable and able to be reliably measured. f) Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are members of key management, subject to common control, or can exert significant influence over the company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. g) Property and Equipment Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, if any. Costs include borrowing costs for assets that require a substantial period of time to become ready for use. Amortization is recognized so as to recognize the cost of assets less their residual values over their useful lives, using the straight-line method. Amortization begins when an asset is available for use, meaning that it is in the location and condition necessary for it to be used in the manner intended by management. The estimated useful lives, residual values and method of amortization are reviewed at each period end, with the effect of any changes in estimated useful lives and residual values accounted for on a prospective basis. As at October 31, 2019, the Company was in the process of completing construction of its warehouse facility in order to expand its cultivation and wholesale activities. The Company has capitalized the costs incurred to date on the construction-in-process asset, as the assets were not available for use as intended by management as at October 31, 2019, amortization expense was not recorded. Amortization is calculated applying the following useful lives: Schedule of Amortization Furniture and fixtures 7 - 10 years on a straight line basis Computer and office equipment 3 - 5 years on a straight line basis Production equipment and other 5 - 10 years on a straight line basis Leasehold improvements 15 - 40 months on a straight line basis The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs of disposal and their value in use. Fair value is the price at which the asset could be bought or sold in an orderly transaction between market participants. In assessing value in use, the estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. h) Leased Assets Leases are classified as finance leases whenever substantially all the risks and rewards of ownership of the leased asset are transferred to the Company. Leased assets are measured initially at an amount equal to the lower of fair value and present value of minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to the asset. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of loss and comprehensive loss on a straight line basis over the period of the lease. i) Intangible Assets Intangible assets are initially measured at cost. The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. If impairment indicators are present, these assets are subject to an impairment review. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets of two to three years. j) Impairment of Long-lived Assets For all long-lived assets, except for intangible assets with indefinite useful lives and intangible assets not yet available for use, the Company reviews its carrying amount at the end of each reporting period to determine whether there is any indication that those assets have suffered an impairment loss. Where such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized in profit or loss. Impairment losses may be reversed in a subsequent period where the impairment no longer exists or has decreased. The carrying amount after a reversal must not exceed the carrying amount (net of depreciation) that would have been determined had no impairment loss been recognized. A reversal of impairment loss is recognized in profit or loss. k) Deferred transaction costs Deferred transaction costs represents professional fees incurred with respect to a contemplated transaction that is to be completed in a future period. The transaction costs will be recognized in profit and loss in the period in which the transaction is completed. l) Unit/ Share Based Compensation Unit/ Share Based Payment Transactions Transactions with non-employees that are settled in equity instruments of the Company are measured at the fair value of the goods or services rendered. In situations where the fair value of the goods or services received by the entity as consideration cannot be reliably measured, transactions are measured at fair value of the equity instruments granted. The fair value of the share based payments is recognized together with a corresponding increase in equity over a period that services are provided or goods are received. Equity Settled Transactions The costs of equity settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted, using the Black-Scholes option pricing model. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative cost is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest. The dilutive effect of outstanding options, if any, is reflected as additional dilution in the computation of loss per unit / share. Unit/ Share Issuance Costs Costs incurred in connection with the issuance of members’ equity are netted against the proceeds received net of tax. Costs related to the issuance of members’ equity and incurred prior to issuance are recorded as deferred members’ equity issuance costs and subsequently netted against proceeds when they are received. m) Member’s Capital Member’s capital consists of common units, which are classified as equity on the statements of financial position. Incremental costs attributable directly to the issuance of member’s capital are recognized as deduction from equity, net of any tax effects. n) Income Taxes No provision for federal or state income taxes is included in the Company’s consolidated financial statements because the tax effects of GR Unlimited’s income or loss for the period from inception to December 31, 2017 were passed on to the Members. Effective January 1, 2018, Grown Rogue Gardens, LLC and Grown Rogue Distribution, LLC elected to be taxed as corporations. Following the Transaction, GR Unlimited also elected to be taxed as a corporation. As such, these three entities will follow the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on the differences between the carrying amount of assets and liabilities on the statement of financial position and their corresponding tax value, using the substantively enacted tax rates expected to apply when these temporary differences are reversed. Deferred income tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is probable that they will be realized. Income tax expense is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity. Deferred tax liabilities are recognized for all temporary differences except when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. o) Significant Accounting Judgements, Estimates and Assumptions The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments include those related to the ability of the Company to continue as a going concern, the determination of when property and equipment are available for use, and impairment of its financial and non-financial assets. The most significant estimates and assumptions include those related to the valuation of biological assets, the collectability of accounts receivable, the useful lives of property and equipment, inputs used in accounting the determination of the discount rate used to estimate the fair value of the liability component of convertible promissory notes, the inputs used in the estimate of the fair value of unit-based and share-based compensation, the inputs and valuation methodologies used to estimate the fair value of derivative liabilities and the inputs used in the estimate of the fair value of the unit purchase options and warrants issued. In calculating the value of biological assets and inventory, the Company’s management is required to make a number of estimates including the following: the stage of growth of cannabis compared to point of harvest; yield of saleable flower produced at harvest date; and selling price at harvest date. In calculating inventory values, management is required to determine an estimate of the obsolete inventory and compare the inventory cost to estimated net realizable value. p) Newly Adopted Accounting Policies The Company adopted the following accounting policies as of November 1, 2018: Financial Instruments IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). The classification is based on two criteria: the Company’s business objectives for managing the assets; and whether the financial instruments’ contractual cash flows represent “solely payments of principal and interest” on the principal amount outstanding (the “SPPI test”). Financial assets are required to be reclassified only when the business model under which they are managed has changed. All reclassifications are to be applied prospectively from the reclassification date. Financial liabilities are classified in a similar manner as under IAS 39. The assessment of the Company’s business models for managing its financial assets was made as of the date of initial application of November 1, 2018 or on initial recognition. The assessment of whether contractual cash flows on debt investments meet the SPPI test was made based on the facts and circumstances as at the initial recognition of the financial assets. i) Classification and measurement of financial assets and financial liabilities Financial assets Initial Recognition The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Classification and measurement Under IFRS 9, financial assets are initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss (“FVTPL”), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in net income (loss). Subsequent classification and measurement of financial assets depends on the Company’s business objective for managing the asset and the cash flow characteristics of the asset: i. Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the consolidated financial statements, and gains/losses are recognized in net income (loss) when the asset is derecognized or impaired. ii. Fair value through other comprehensive income (“FVOCI”) – Financial assets held to achieve a particular business objective other than short-term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument-by-instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through net income (loss). Upon derecognition of the asset, accumulated gains or losses are transferred from Other comprehensive income (“OCI”) directly to Deficit. iii. FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows: i. FVTPL – Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss). ii. Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process. The following table summarizes the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities: Schedule of financial assets and financial liabilities Asset/Liability Classification under IAS 39 Classification under IFRS 9 Accounts receivable, net Loans and receivables Amortized cost Other receivables Loans and receivables Amortized cost Cash and cash equivalents Loans and receivables Amortized cost Accounts payable and accrued liabilities Other liabilities at amortized cost Amortized cost Finance lease payable Other liabilities at amortized cost Amortized cost Convertible promissory notes Other liabilities at amortized cost Amortized cost Long-term debt Other liabilities at amortized cost Amortized cost Interest payable Other liabilities at amortized cost Amortized cost Convertible debentures Other liabilities at amortized cost Amortized cost Due to employee/ director Other liabilities at amortized cost Amortized cost Derivative liabilities FVTPL FVTPL ii) Impairment IFRS 9 introduces a three-stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements. The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Share-based Payments (Amendments to IFRS 2) In June 2016, the IASB issued amendments to IFRS 2 that clarify how to account for certain types of share-based payment transactions. The amendments provide requirements related to accounting for: ● the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ● share-based payment transactions with a net settlement feature for withholding tax obligations; and ● the effect of a modification of the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity settled. Adoption of the amendments to IFRS 2 as of November 1, 2018 did not have an impact on the Company’s financial statements. Revenue IFRS 15 Revenue from Contracts with Customers, (“IFRS 15”) replaced all preexisting guidance, including, but not limited to IAS 11 Construction Contracts, IAS 18 Revenue, and IFRIC 15 Agreements for the Construction of Real Estate in IFRS related to revenue. IFRS 15 contains a single control based model (the “model”) that applies to contracts with customers and allows entities to recognize revenue at a point in time or overtime. The model consists of a 5 step analysis of transactions to determine whether, how much, and when revenue is recognized. IFRS 15 also includes additional requirements for revenue accounted for under the standard. Adoption of IFRS 15 as of November 1, 2018 did not have an impact on the Company’s financial statements. q) Future Accounting Pronouncements IFRS 16 Leases (“Leases”) was issued in January 2016 and replaces IAS 17 Leases. Under IAS 17, lessees were required to make a distinction between a finance lease and an operating lease. If the lease was classified as a finance lease, a lease liability was included on the statement of financial position. IFRS 16 now requires lessees to recognize a right of use asset and lease liability reflecting future lease payments for virtually all lease contracts. The right of use asset is treated similarly to other non-financial assets and depreciated accordingly. The lease liability accrues interest. The IASB has included an optional exemption for certain short term leases and leases of low value assets; however, this exemption can only be applied by lessees. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the identified asset’s use and obtain substantially all the economic benefits from that use. IFRS 16 will be effective for the Company’s year ended October 31, 2020. The Company is currently evaluating the impact adopting IFRS 16 will have on its consolidated financial statements. |
Biological Assets
Biological Assets | 12 Months Ended |
Oct. 31, 2019 | |
Biological Assets | 5. Biological Assets Biological assets consists of cannabis seeds and cannabis plants. The reconciliation of changes in the carrying amounts of biological assets as at October 31, 2019 and October 31, 2018 are as follows: Schedule of reconciliation of changes in the carrying amount of biological assets Balance - October 31, 2017 $ 10,436 Add: Purchased cannabis plants 521,949 Change in fair value less costs to sell due to biological transformation 541,352 Transferred to inventory upon harvest (924,120 ) Balance - October 31, 2018 $ 149,617 Add: Purchased cannabis plants 308,324 Change in fair value less costs to sell due to biological transformation 486,354 Allocation of operational overhead 438,859 Transferred to inventory upon harvest (1,226,565 ) Balance - October 31, 2019 $ 156,589 When determining the fair value of biological assets, the Company makes estimates and uses assumptions as follows: ● Expected costs required to grow the cannabis up to the point of harvest ● Estimated selling price per Kg ● Expected yield from the cannabis plants ● Estimated stage of growth – The Company applied a weighted average number of days out of the 60 day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value basis according to the stage of growth and estimated costs to complete cultivation. The estimates and assumptions used are subject to volatility in uncontrollable market conditions, may significantly impact the fair value of biological assets. Biological assets represent a level 3 assets in the fair value hierarchy. The following table quantifies each significant unobservable input and provides the impact of a 20% increase or decrease that each input would have on the fair value of biological assets: Fair value of biological assets Impact of 20% change October 31, October 31, October 31, October 31, Estimated selling price per lb $ 840 $ 591 $ 37,747 $ 39,702 Estimated stage of growth 60 % 72 % $ 30,970 $ 31,658 Estimated flower yield per harvest (lb) 263 278 $ 30,970 $ 31,358 |
Inventory
Inventory | 12 Months Ended |
Oct. 31, 2019 | |
Inventory | 6. Inventory As at October 31, 2019, the Company’s inventory consists raw materials $ 27,860 46,802 819,675 823,730 93,180 509,569 Schedule of inventory Balance - October 31, 2018 $ 1,380,101 Balance - October 31, 2019 $ 940,715 The cost of inventories included as an expense and included in cost of goods sold, for the year ended October 31, 2019 was $ 2,935,934 1,889,229 151,663 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Oct. 31, 2019 | |
Property And Equipment | |
Property and Equipment | 7. Property and Equipment Property and equipment Furniture and Fixtures Computer and Office Equipment Production Equipment and Other Construction in Progress - Warehouse Leasehold Improvements Total COST Balance - October 31, 2017 750 2,230 169,403 536,008 326,731 1,035,122 Additions - 73,653 199,827 772,746 9,648 1,055,874 Disposals - - (12,115 ) - - (12,115 ) Transfers (750 ) - - (730,596 ) 731,346 - Balance - October 31, 2018 - 75,883 357,115 578,158 1,067,725 2,078,881 Additions - 50,481 86,483 17,308 242,745 397,017 Disposals - (70,403 ) - (118,683 ) - (189,086 ) Balance - October 31, 2019 - 55,961 443,598 476,783 1,310,470 2,286,812 ACCUMULATED AMORTIZATION Balance - October 31, 2017 6 145 13,133 - 32,642 45,926 Transfers (6 ) - - - 6 - Amortization for the period - 1,762 61,036 - 397,248 460,046 Disposals - - (3,012 ) - - (3,012 ) Balance - October 31, 2018 - 1,907 71,157 - 429,896 502,960 Amortization for the period - 17,794 61,322 - 239,819 318,935 Balance – October 31, 2019 - 19,701 132,479 - 669,715 821,895 NET BOOK VALUE As at October 31, 2018 $ - $ 73,976 $ 285,958 $ 578,158 $ 637,829 $ 1,575,921 As at October 31, 2019 $ - $ 36,260 $ 311,119 $ 476,783 $ 640,755 $ 1,464,917 At October 31, 2019, $ 129,202 18,365 108,073 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Oct. 31, 2019 | |
Accrued Liabilities | 8. Accrued Liabilities During the year ended October 31, 2019, the Company entered into an agreement with a vendor to defer payment of $ 180,799 0 |
Finance Leases Payable
Finance Leases Payable | 12 Months Ended |
Oct. 31, 2019 | |
Finance Leases Payable | 9. Finance Leases Payable i) Effective July 11, 2017, and as amended on July 28, 2017, the Company entered into an agreement with a third party to lease equipment at a cost $ 134,289 4,778 ii) Effective November 8, 2017, the Company entered into an agreement with a third party to lease equipment at a cost $ 158,193 5,630 iii) Effective February 20, 2019, the Company entered into an agreement with a third party to lease equipment at a cost $ 62,516 3,220 As at October 31, 2019, the related lease liabilities are payable as follow: Schedule of related lease liabilities are payable Future minimum lease payments Interest Total Less than one year $ 129,876 $ 14,535 $ 144,411 Between one and five years 12,329 551 12,880 $ 142,205 $ 15,086 $ 157,291 As at October 31, 2018, the related lease liabilities are payable as follow: Future minimum lease payments Interest Total Less than one year $ 99,134 $ 25,762 $ 124,896 Between one and five years 97,680 8,080 105,760 $ 196,814 $ 33,842 $ 230,656 As at October 31, 2019, the net book value of the growing equipment under finance lease is $ 187,886 218,275 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Oct. 31, 2019 | |
Long-term Debt | 10. Long-term Debt Transactions related to GR Unlimited’s unsecured promissory notes during the year ended October 31, 2019, include the following: Schedule of unsecured promissory notes Face Carrying Interest Balance - October 31, 2018 $ 50,000 $ 50,000 $ 10,444 60% - October 2, 2019 (iii) 50,000 50,000 - 60% - October 17, 2019 (iv) 50,000 50,000 - Interest expense on long-term debt - - 9,535 Debt repayments - - (12,000 ) Balance - October 31, 2019 $ 150,000 $ 150,000 $ 7,979 Less: current portion 150,000 150,000 7,979 Balance - October 31, 2019, net of current portion $ - $ - $ - Transactions related to GR Unlimited’s unsecured promissory notes during the period ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ 552,173 $ 552,173 $ 14,860 Amortization of deferred financing costs 642 642 - Settled in exchange for convertible promissory note (Note 11) (500,000 ) (500,000 ) (10,416 ) Interest expense on long-term debt - - 6,000 Debt repayments (2,815 ) (2,815 ) - Balance - October 31, 2018 $ 50,000 $ 50,000 $ 10,444 Less: current portion - - 10,444 Balance - net of current portion $ 50,000 $ 50,000 $ - i) On February 1, 2017: Principal of $50,000 with simple interest accrued at a rate of 12% per annum. Interest only payments due on the following: (i) $6,000 on each of July 1, 2018 and July 1, 2019 and interest and principal payment, $56,000 due on July 1, 2020. As at October 31, 2019, accrued interest of $4,444 (October 31, 2018 - $10,444) was incurred. ii) On October 1, 2017: Principal of $500,000 with simple interest accrued at a rate of 25% per annum. During the period ended October 31, 2018, this Company formalized this debt by way of a convertible promissory note (see note 11 (iii)). iii) On October 2, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $2,384 was incurred. This amount is owed to a director and officer of the Company. iv) On October 17, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $1,151 was incurred. This amount is owed to a key member of management. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Oct. 31, 2019 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | 11. Convertible Promissory Notes Transactions related to GR Unlimited’s convertible promissory notes during the year ended October 31, 2019, include the following: Schedule of convertible promissory note Face Carrying Interest Balance - October 31, 2018 $ 1,343,171 $ 1,299,376 $ 454,775 Amortization of deferred financing costs 22,106 23,759 - Interest expense on long-term debt Interest accretion - - 2,154 Interest accretion - 5,502 - Repaid (265,277 ) (265,277 ) (137,889 ) Converted to common units (1,100,000 ) (1,063,360 ) (279,040 ) Balance - October 31, 2019 $ - $ - $ 40,000 Less: current portion - - 40,000 Balance - net of current portion $ - $ - $ - Transactions related to GR Unlimited’s convertible promissory notes during the period ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ 1,518,391 $ 1,394,582 $ 140,118 50% - November 7, 2017 (i) 300,000 300,000 - 50% - November 14, 2017 (ii) 190,000 190,000 - 50% - November 14, 2017 (ii) 125,000 125,000 - 50% - November 14, 2017 (ii) 90,000 90,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 50% - November 14, 2017 (ii) 70,000 70,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 25% - December 15, 2017 (iii) 1,000,000 1,000,000 - 12.5% - August 1, 2018 (vii) 57,500 57,500 - $ 3,425,891 $ 3,302,082 $ 140,118 Deferred financing costs (55,008 ) (55,008 ) - Amortization of deferred financing costs 52,286 52,286 - Interest expense on long-term debt - - 822,165 Fair value of conversion option - (298,000 ) - Interest accretion - 284,042 - Exchanged (50,000 ) (50,000 ) (7,500 ) Repaid (492,223 ) (492,223 ) (205,678 ) Converted to common units (1,537,775 ) (1,443,803 ) (294,330 ) Balance - October 31, 2018 $ 1,343,171 $ 1,299,376 $ 454,775 Less: current portion $ 265,277 $ 265,277 $ 454,775 Balance - net of current portion $ 1,077,894 $ 1,034,099 $ - During the period ended October 31, 2018, the Company issued the following unsecured convertible promissory notes: i) Effective November 7, 2017, GR Unlimited entered into an agreement with the Company’s Marketing Consultant (the “Consultant”) whereby the Consultant purchased a convertible promissory note for the total principal of $ 300,000 50 12,500 15,000 At any time prior to the maturity of the agreement, the Consultant has the right to convert all (but not less than all) of the outstanding principal amount and all accrued and unpaid interest into the number of fully paid and non-assessable common units of GR Unlimited at a price per unit equal to the applicable conversion price calculated immediately before the closing of a going public event or qualified transaction. The conversion price represents an amount equal to the applicable conversion valuation divided by the number of units outstanding at the time of conversion. The Conversion valuation represents the following a) $ 15,000,000 18,000,000 300,000 ii) Effective November 14, 2017, GR Unlimited entered into an agreement with certain purchasers (collectively the “Purchasers” and individually the “Purchaser”), to issue a series of notes with substantially similar terms, including maturity, interest rates, and conversion terms. Under the agreements, the Purchasers purchased convertible promissory notes with aggregate principal of $ 550,000 a) Interest will accrue on the outstanding principal at an annual rate of 50 b) Should the Purchasers extend the maturity date due to a Public Event prior to the end of the period, the Purchaser has the right to extend the Maturity date by up to 3 months after the consummation of the Public Event at an annual rate of 0% following the initial period. A Public Event means a transaction or other action that causes GR Unlimited’s membership units or securities for which such membership units are exchanged or substituted, to become publicly traded on a United States or Canadian stock exchange through which GR Unlimited (or its publicly held parent entity) raises aggregate proceeds net of any costs of not less than $5,000,000 (excluding these convertible promissory notes and the principal and accrued interest under any other promissory notes that are convertible into equity securities of GR Unlimited. c) Should purchasers extend the Maturity Date by 6 months on all but not less than all of the then-outstanding principal; provided, however GR Unlimited shall pay Holder all principal not so extended, and all accrued but unpaid interest at the end of the initial period at an annual rate of 30% calculated on the basis of a year of 365 days. d) Should the Purchaser extend the maturity date of this note by 18 months on not less than $ 10,000 The notes, which includes any unpaid principal and accrued interest, unless converted in accordance with provisions stated in the agreement shall be due and payable on the earlier of the following: (a) the date on which the initial period ends (the Maturity Date) unless the Maturity Date is extended by Purchaser by 3, 6, or 18 months after the Public Event. The notes may not be prepaid, in whole or in part, prior to the Maturity Date without the prior written consent of a majority of the Purchasers. If at any time prior to the maturity of the notes a qualified equity financing occurs, each Purchaser has the right to convert not less than $10,000 of the outstanding principal amount and all accrued and unpaid interest into the number of fully paid and non-assessable common membership units of GR Unlimited at a price per unit equal to the applicable conversion price. If the Purchaser has extended the maturity date and the qualified equity financing occurs during the 18 months following the initial period, the Purchaser shall have the obligation to convert all of the outstanding principal amount and all accrued and unpaid interest into the number of fully paid and non-assessable common membership until of GR Unlimited at a price per unit equal to the applicable conversion price. The conversion price represents the following: a) In the event of a qualified equity financing, the lower of (i) the valuation cap divided by issued and outstanding share count immediately prior to the qualified equity financing, or (ii) eighty percent (80%) of the price per unit paid in cash by purchasers of New Units issued in such qualified equity financing; provided, however, that such percentage shall decline by two percent (2%) for each month an event of default occurs and is continuing after the end of the initial period, up to a maximum of ten percent (10%) (e.g., if such an event of default continues for five months, the conversion price under this paragraph (a) will be a price equal to seventy (70%) of the applicable price set forth in clause (ii) above); or b) In the event of a public event the lower of (i) the valuation cap divided by the issued and outstanding share count immediately prior to the public event, or (ii) eighty percent (80%) of the price per unit paid in cash by purchasers of new units issued in such Public Event; provided, however, that such percentage shall decline by two percent (2%) for each month an event of default occurs and is continuing after the end of the Initial Period, up to a maximum of ten percent (10%) ( e.g. c) In the event of a change of control transaction, the lower of (i) the valuation cap divided by the change of control issued and outstanding share count immediately prior to the qualified equity financing, or (ii) eighty percent (80%) of the price per unit paid by the purchaser(s) in such change of control transaction; provided, however, that such percentage shall decline by two percent (2%) for each month an event of default occurs and is continuing after the end of the initial period, up to a maximum of ten percent (10%) ( e.g. d) In the event of a nonqualified equity financing, the lower of (i) the valuation cap divided by Issued and outstanding share count immediately prior to the nonqualified equity financing, or (ii) eighty percent (80%) of the price per unit paid in cash by purchasers of new units issued in such nonqualified equity financing; provided, however, that such percentage shall decline by two percent (2%) for each month an event of default occurs and is continuing after the end of the initial period, up to a maximum of ten percent (10%) (e.g., if such an event of default continues for five months, the conversion price under this paragraph (a) will be a price equal to seventy (70%) of the applicable price set forth in clause (ii) above). During the year ended October 31, 2018, GR Unlimited made aggregate principal repayments of $ 442,223 107,777 127,915 iii) Effective December 15, 2017, GR Unlimited entered into an agreement whereby the holder purchased a convertible promissory note for the total principal of $ 1,000,000 25 a) As at October 31, 2018 interest accrued to $ 105,556 500,000 b) Interest shall accrue from the effective date of the note on the total sum of $ 1,000,000 20,833 c) A one-time additional interest payment equal to 5% of the unpaid principal balance payable concurrent with when the 12 th The note, which includes any unpaid principal and accrued interest, unless converted in accordance with provisions stated in the agreement shall be due and payable on the earlier of the following: (a) 36 months from the effective date of the note; or (b) the occurrence of a change of control of GR Unlimited. Within the first 24 months from the effective date of the note, no prepayment will occur, except for payments of accrued interest or other payments as outlined above. At any time prior to the 24 month anniversary of the effective date of the note, the holder has the right to fully or partially convert the outstanding principal and all accrued and unpaid interest into the number of fully paid and non-assessable common membership units of GR Unlimited at a price per unit equal to the applicable conversion price. The Conversion price represents an amount equal to the applicable conversion valuation divided by the number of issued and outstanding units of GR Unlimited at the time of conversion calculated immediately before the closing of a qualified equity financing event if the conversion is in conjunction with a qualified equity financing event. If GR Unlimited consummates a going public event within the 12 months anniversary date of the note, the holder has the right to fully or partially convert the total principal outstanding at a price per unit equal to the applicable conversion price by providing written notice to GR Unlimited of its election to convert within 7 days after receipt from GR Unlimited of the financing notice. If the holder so converts, GR Unlimited will offer the holder a position as a strategic advisor to GR Unlimited for a 12 month term, which commences on the date of conversion. The holder will receive gross monthly compensation equal to $ 10,000 The conversion valuation represents the following a) $20,000,000 if the holder converts the note within 12 months of the effective date of the note and b) $40,000,000 if the holder converts the note after 12 months of the effective date of the note, but before 24 months of the effective date of the note. As at October 31, 2018, accrued interest of $ 248,958 During the period ended October 31, 2017, GR Unlimited issued the following unsecured convertible promissory notes: iv) Effective February 1, 2017: Principal of $ 100,000 15 26,219 v) Effective February 1, 2017: Principal of $ 100,000 15 22,438 11,209 100,000 $ 20,465 vi) Effective June 1, 2017: GR Unlimited entered into an agreement with its President and CEO and the President and CEO’s spouse (the “Holder”), whereby the Holder purchased a convertible non-negotiable promissory note for total principal of $ 637,775 25 30,000 In the event GR Unlimited completes a qualified equity financing transaction on or before the maturity date of the promissory note, the holder has the right to convert in whole or in part the unpaid principal and interest balance into fully paid non-assessable shares of common stock of GR Unlimited at a price per unit equal to the applicable conversion price calculated immediately before the closing of a going public event or qualified transaction. At any time prior to the maturity of the agreement, the Holder has the right to convert a portion of the outstanding principal amount and all accrued and unpaid interest into the number of fully paid and non-assessable common membership units of GR Unlimited. The conversion price represents an amount equal to the applicable conversion valuation divided by the number of units outstanding at the time of conversion. The Conversion valuation represents the following a) $ 10,000,000 15,000,000 637,775 146,157 922 The fair value of the conversion option was estimated as $54,000 using the following inputs, assumptions and estimates: Schedule of conversion option Risk-free interest rate 1.68 % Expected life 2.6 Expected volatility 70 % Share price $ 612 Units outstanding at time of conversion 10,000 Conversion price at time of conversion $ 1,000 - $1,500 vii) Effective July 26, 2017, GR Unlimited through its wholly owned subsidiary GRU Properties, LLC entered into an agreement whereby the holder purchased a convertible promissory note for the total principal of $ 100,000 50 140,000 The holder of the convertible promissory note has the unrestricted right, at the holder’s option to convert a maximum of $125,000 of the outstanding balances into common units of GR Unlimited at a price per unit agreed upon by GR Unlimited and the holder, or if a conversion price per unit cannot be agreed upon, the price per unit will be determined by appraisal. The right to convert may be exercised after the extended maturity date of the convertible promissory note. The number of common shares into which the convertible promissory notes may or will be converted shall be determined by dividing the unpaid principal balance, together with all accrued and unpaid interest thereon, by the conversion price. On January 31, 2018, $50,000 of the outstanding principal was repaid and the remaining principal of $50,000 was extended to August 1, 2018. In addition, $7,406 of accrued and unpaid interest was converted into 52.06 common units of GR Unlimited (198,214 common shares of the Company) as described in note 13(xiv). On August 1, 2018, the holder of the convertible promissory note accepted a new convertible promissory note in the amount of $57,500 in exchange for the current note and $7,500 of accrued interest. The new convertible promissory note has a maturity date to August 1, 2019, with interest at 12.5% per annum, payable monthly. During the year ended October 31, 2019, the principal and accrued interest was paid in full. As at October 31, 2018, accrued interest of $1,197 (2017 - $13,185) was incurred. The fair value of the conversion option was estimated as $23,000 using the following inputs, assumptions and estimates: Schedule of fair value of the conversion option was estimated Risk-free interest rate 1.36 % Expected life 0.75 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 During the year ended October 31, 2019, the Company derecognized the corresponding derivative liability resulting in a gain on derecognition of $39,500 included in the statement of loss and comprehensive loss. viii) Effective July 26, 2017, GR Unlimited through its wholly owned subsidiary GRU Properties, LLC entered into an agreement whereby the holder purchased a convertible promissory note for the total principal of $ 100,000 50 140,000 The holder of the convertible promissory note has the unrestricted right, at the holder’s option to convert a maximum of $125,000 of the outstanding balances into common units of the GR Unlimited at a price per unit agreed upon by GR Unlimited and the holder, or if a conversion price per unit cannot be agreed upon, the price per unit will be determined by appraisal. The right to convert may be exercised after the extended maturity date of the convertible promissory note. The number of common shares into which the convertible promissory notes may or will be converted shall be determined by dividing the unpaid principal balance, together with all accrued and unpaid interest thereon, by the conversion price. As at October 31, 2017, accrued interest of $13,185 was incurred. On January 31, 2018, the principle of $100,000 and unpaid interest of $50,000 were converted into 89.8 common units of GR Unlimited (462,500 common shares of the Company) as described in note 13(v). The fair value of the conversion option was estimated as $23,000 using the following inputs, assumptions and estimates: Schedule of unrestricted conversion option Risk-free interest rate 1.36 % Expected life 0.75 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 ix) Effective July 26, 2017: Principal of $ 100,000 50 13,185 25,000 The fair value of the conversion option was estimated as $15,000 using the following inputs, assumptions and estimates: Schedule of simple interest conversion option Risk-free interest rate 1.15 % Expected life 0.25 Expected volatility 60 % Share price $ 612 Conversion price at time of conversion $ 612 x) Effective October 1, 2017: GR Unlimited entered into an agreement with its President and CEO and the President and CEO’s spouse (the “Holder”), whereby the Holder purchased two convertible non-negotiable promissory notes for total principal of $ 250,000 50 $ 15,000 46,250 At any time prior to the maturity of the agreement, the Holder had the right to convert a portion of the outstanding principal amount and all accrued and unpaid interest into the number of fully paid and non-assessable common membership units of GR Unlimited at a price per unit equal to the applicable conversion price calculated immediately before the closing of a going public event or qualified transaction. The conversion price represents an amount equal to the applicable conversion valuation divided by the number of units outstanding at the time of conversion. The Conversion valuation represents the following a) $10,000,000 if the holder converts the note within 6 months of the effective date of the note and b) $15,000,000 if the holder converts the note after 6 months of the effective date of the note, but prior to the note’s maturity. As at October 31, 2017, accrued interest of $10,274 was incurred. The fair value of the conversion option was estimated as $8,000 using the following inputs, assumptions and estimates: Schedule of valuation divided conversion option Risk-free interest rate 1.41 % Expected life 0.92 Expected volatility 70 % Share price $ 612 Units outstanding at time of conversion 10,000 Conversion price at time of conversion $ 1,000 - $1,500 xi) Effective October 20, 2017, Principal of $ 100,000 50 40,000 The fair value of the conversion option was estimated as $23,000 using the following inputs, assumptions and estimates: Schedule of simple interest accrued conversion option Risk-free interest rate 1.27 % Expected life 0.47 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 xii) On October 23, 2017, Principal of $ 50,000 50 548 The fair value of the conversion option was estimated as $11,000 using the following inputs, assumptions and estimates: Schedule of simple interest accrued one conversion option Risk-free interest rate 1.27 % Expected life 0.48 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Oct. 31, 2019 | |
Convertible Debentures | |
Convertible Debentures | 12. Convertible Debentures Transactions related to GR Unlimited’s convertible debentures during the year ended October 31, 2019, include the following: Convertible Debentures Face Carrying Interest Balance - October 31, 2018 $ 1,029,314 $ 931,099 $ 7,758 Issued during the period 1,105,127 1,105,127 - Fair value of derivative liability - (232,925 ) - Issuance costs (38,064 ) (38,064 ) - Amortization of issuance costs 54,748 54,748 - Interest accretion - 147,693 - Interest expense - - 126,901 Interest payments - - (126,809 ) Effects of foreign exchange 27,931 27,931 - Balance - October 31, 2019 $ 2,179,056 $ 1,995,609 $ 7,850 Less: current portion 2,179,056 1,995,609 7,850 Balance - net of current portion $ - $ - $ - Transactions related to GR Unlimited’s convertible debentures during the year ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ - $ - $ - Issued during the period 1,141,060 1,141,060 7,758 Fair value of conversion option - (132,000 ) - Interest expense - 33,785 - Less: issuance costs (111,746 ) (111,746 ) - Balance - October 31, 2018 $ 1,029,314 $ 931,099 $ 7,758 Less: current portion - - 7,758 Balance - net of current portion $ 1,029,314 $ 931,099 $ - (i) During the year ended October 31, 2019, the Company issued secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,105,127). The convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature on August 10, 2020. The debentures will be secured by a general security agreement granting a security interest in the Company’s property and assets. The debentures can be converted by the holder into common shares of the Company at a conversion price of CAD$0.44 per share. If at any time while the debentures are outstanding, the Company issues securities at a price per security lower than CAD$0.44 per share, the conversion price for any unconverted portion of the convertible debentures will be reduced to such lower price per security. If within 90 days of the issuance of the convertible debentures, the Company fails to complete a Qualified Financing of not less than CAD$1,000,000, the conversion price of the convertible debentures will be adjusted to CAD$0.30. If any common shares of the company are issued or sold for a price less than $0.44 per common share the conversion price will be adjusted downward to the price of such issuance. The adjustment to the conversion price is considered a derivative as it changes in relation to the share price of the Company and does not meet the fixed for fixed criteria. In connection with the issuance of the convertible debentures, the Company paid issuance costs of $47,975. The Company also issued 3,409,091 warrants to the convertible debenture holders, as described in note 15(vi), the fair value of was estimated to be $Nil. Of the total debt issuance costs of $47,975, $10,165 has been allocated to the derivative liability and included as expenses in the statement of loss and comprehensive loss. GR Unlimited has allocated the proceeds from the issuance of the convertible debentures as follows: Schedule of allocated the proceeds from the issuance Convertible debentures, principal 872,202 Derivative liability 232,925 $ 1,105,127 The fair value of the derivative liability was calculated by way of a Monte Carlo simulation which utilized Geometric Brownian Motion to simulate share prices over the term of the convertible debenture. Estimates included in the Monte Carlo simulation included a market interest rate of 20% and share price volatility of 126.9%. The estimated fair value of the derivative liability upon initial recognition was estimated to be CAD$316,151 ($232,925). As at October 31, 2019, the Company estimated the fair value of the derivative liability using the same methodologies as described above and an estimated market interest rate of 20% and a share price volatility of 105.4%. As at October 31, 2019, the estimated fair value of the derivative liability was CAD$164,053 ($124,660), and the change in the fair value since initial recognition of $121,811 has been included as income in the Company’s statement of loss and comprehensive loss. As at October 31, 2019, if the volatility, or discount rate used was increased by 10%, the impact would be an increase to the derivative of $5,000, with a corresponding increase to loss. (ii) During the period ended October 31, 2018, GR Unlimited issued a series of secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,141,060). This series of convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature twenty four months from the effective date of the agreement or December 1, 2018 if a change in ownership has not occurred. The debentures are secured by a general security agreement granting a security interest in all of GR Unlimited’s property and assets. The debentures can be converted by the holder into common units of GR Unlimited at a conversion price of CAD$0.44 per share. In the event of a default, the Conversion Price shall be reduced to CAD$0.05 per share. In connection with the issuance of the convertible debentures, GR Unlimited incurred issuance costs of $111,746. GR Unlimited has allocated the proceeds from the issuance of the convertible debentures as follows: Convertible debentures, principal 1,009,060 Conversion option 132,000 $ 1,141,060 The value of the conversion option was calculated by subtracting the net present value of the debenture from the face value of the convertible debentures. The net present value of the debenture was calculated using a discount rate of 15% over a period of 24 months. Upon close of the Transaction, these debentures were replaced by convertible debentures of the Company with similar terms. As at October 31, 2019, the Company estimated the fair value of the derivative liability by way of a Monte Carlo simulation which utilized Geometric Brownian Motion to simulate share prices over the term of the convertible debenture. Estimates included in the Monte Carlo simulation included a market interest rate of 20% and share price volatility of 105.4%. As at October 31, 2019, the estimated fair value of the derivative liability was CAD$164,053 ($124,660). As at October 31, 2019, if the volatility, or discount rate used was increased by 10%, the impact would be an increase to the derivative of $5,000, with a corresponding increase to loss. |
Members_ Capital
Members’ Capital | 12 Months Ended |
Oct. 31, 2019 | |
Members’ Capital | 13. Members’ Capital GR Unlimited is authorized to issue up to 20,000 750 The following table summarizes the activities of GR Unlimited for the years ended October 31, 2019 and October 31, 2018: Schedule of summarizes the common unit activities Number of Member’s Capital Balance, October 31, 2017 22,432,446 $ 100 Issued pursuant to conversion of promissory notes 9,159,871 2,152,134 Issued for cash proceeds (ii) and (ix) 4,932,236 1,525,345 Issued to service providers (i) and (xiii) 4,182,320 1,049,595 Issuance costs - (25,401 ) Balance, October 31, 2018 40,706,873 4,701,773 Issued pursuant to conversion of promissory notes (xii), (xiii) and (xiv) 5,465,877 1,451,400 Issued in connection with Technology License Agreement (xi) 6,600,000 1,574,761 Issued upon exercise of unit purchase Options (xv), (xvi) and (xvii) 4,202,429 1,218,784 Issued pursuant to Subscription Receipts (xviii) 3,771,023 913,698 Balance, October 31, 2019 60,746,202 $ 9,860,416 * The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. i) On November 27, 2017, GR Unlimited issued 300 ii) During the year ended October 31, 2018 GR Unlimited entered into a Seed Round Preferred Unit Subscription Agreement (the “Units”) at a purchase price of $ 1,773 4,007,236 1,300,345 iii) Effective January 26, 2018, the holder of a convertible promissory note converted the original principal amount of $ 50,000 6,458 34 174,079 iv) Effective January 31, 2018, the holder of a note payable assigned 100% principal and accrued and unpaid interest to a limited liability company (the “Entity”), which is wholly owned by the holder. Through the execution of the assignment agreement, the terms within, the Entity converted the original principal amount of $ 100,000 25,000 74.8 385,417 v) Effective January 31, 2018, the holder of two convertible promissory notes in the original principal amount of $ 100,000 (i) Received a return of principal of $ 50,000 (ii) Extended the maturity date of the continuing convertible promissory note for the principal amount of $ 50,000 30 (iii) Converted the original principal of the second convertible promissory note and accrued and unpaid interest of $ 50,000 89.8 462,500 vi) Effective March 31, 2018, the holder of a convertible promissory note converted the original principal amount of $ 250,000 46,250 332.4 1,644,188 vii) Effective June 1, 2018, the holder of a convertible promissory note converted the original principal amount of $ 637,775 146,157 922.70 4,350,823 viii) Effective June 1, 2018, the holder of a convertible promissory note converted the original principal amount of $ 300,000 285.70 1,585,714 ix) Between June 13, 2018 and June 15, 2018, GR Unlimited issued 190.8 225,000 925,000 x) Effective June 15, 2018, the holder of a convertible promissory note converted the original principal amount of $ 100,000 20,465 115 557,151 xi) During the year ended October 31, 2018, GR Unlimited entered into a technology license agreement pursuant to which, GR Unlimited was granted the exclusive license to certain intellectual property in the field of development, breeding, cultivation, growing, harvesting, processing and commercializing cannabis, hemp and related plants and products (the “Technology”) in exchange for 6,600,000 1,574,761 xii) Immediately prior to the Transaction disclosed in note 2, the holder of a convertible promissory note converted the original principal amount of $ 100,000 22,438 126.13 485,379 xiii) Immediately prior to the Transaction disclosed in note 2, the holder of a convertible promissory note converted the original principal amount of $ 1,000,000 248,958 1,144.15 4,782,284 xiv) Immediately prior to the Transaction disclosed in note 2, the holder of a convertible promissory note converted the original principal amount of $ 50,000 7,644 52.06 xv) Immediately prior to the Transaction disclosed in note 2, GR Unlimited issued 1,475,179 xvi) Immediately prior to the Transaction disclosed in note 2, GR Unlimited issued 2,000,000 xvii) Immediately prior to the Transaction disclosed in note 2, GR Unlimited issued 727,250 xviii) In connection with the Transaction, GR Unlimited issued and sold on a subscription receipt basis, 3,771,023 units (the “GR Units”) containing one Common Unit and one GR Unlimited purchase warrant (the “GR Warrant”) for gross proceeds of CAD$1,646,050 ($1,274,516), of which $360,818 was allocated to the GR Warrants. Upon close of the Transaction, the GR Units were automatically converted into 3,771,023 common units of GR Unlimited (3,771,023 common shares of the Company) and 3,771,023 warrants of GR Unlimited (3,771,023 warrants of the Company). |
Share Capital
Share Capital | 12 Months Ended |
Oct. 31, 2019 | |
Share Capital | |
Share Capital | 14. Share Capital The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series. During the year ended October 31, 2019, the following share transactions occurred: i) In connection with the Transaction disclosed in note 2, the Company completed a consolidation of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post-consolidated common shares. Following this consolidation, the Company had 3,773,689 ii) In connection with the Transaction disclosed in note 2, the Company issued 60,746,202 iii) In connection with the Transaction disclosed in note 2, the Company assigned CAD$369,508 ($279,888) of indebtedness to Novicius Subco which was subsequently converted (the “Debt Conversion”) into 839,790 units of Novicius Subco at CAD$0.44 per unit (the “Debt Conversion Units”). Each Debt Conversion Unit was comprised of one common share of Novicius Subco (a “Debt Conversion Share”) and one Novicius Subco purchase warrant (“Novicius Subco Warrants”). In accordance with the Definitive Agreement, upon close of the Transaction, the Debt Conversion Shares were exchanged for 839,790 common shares of the Company and the 839,790 Novicius Subco Warrants were exchanged, without additional consideration or action, for the same number of warrants of the Company. Of the deemed proceeds of the Debt Conversion Units of $279,888 related to the assigned indebtedness, $200,651 were assigned to the common shares of Novicius Subco and $79,237 were allocated to the Novicius Subco Warrants. iv) In connection with the Transaction disclosed in note 2, Grown Rogue Canada, completed a brokered private placement of 6,193,917 subscription receipts (the “Brokered Subscription Receipts”) for gross proceeds of CAD$2,725,323 ($2,064,377). Under its terms, each Brokered Subscription Receipt is automatically converted and immediately cancelled, without any further action by the holder of such Brokered Subscription Receipt, and for no additional consideration, into one unit of Grown Rogue Canada (the “Grown Rogue Canada Units”) upon the satisfaction of the following conditions, among others: (a) the completion of the acquisition of all outstanding units of Grown Rogue by the Company; (b) requisite shareholder and regulatory approvals of the Transaction including, but not limited to, conditional approval of the Exchange for the listing of the Shares issuable in connection thereto; and (c) all documents and instruments have been tabled for the concurrent closing of the Transaction (the “Closing”). Each Grown Rogue Canada Unit consists of one share in the capital of Grown Rogue Canada (the “Grown Rogue Canada Shares”) and one Grown Rogue Canada common share purchase warrant (the “Grown Rogue Canada Warrants”).The Grown Rogue Canada Shares and Grown Rogue Canada Warrants issued upon conversion of the Brokered Subscription Receipts were immediately exchanged, without additional consideration or action, for common shares and warrants of the Company upon close of the Transaction. Of the gross proceeds of $2,064,377, $584,430 was allocated to the Grown Rogue Canada Warrants. The fair value of the Grown Rogue Canada Warrants of $584,430 was estimated at the grant date based on the Black-Scholes pricing model, using the following assumptions: Schedule of assumption Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies In connection with the issuance of the Grown Rogue Canada Units, Grown Rogue Canada paid cash commissions and expenses of $ 200,567 63,311 v) In connection with the Transaction disclosed in note 2, the Company issued 100,000 23,860 vi) In connection with various service agreements, the Company issued 1,035,500 255,360 vii) In connection with various debt settlement agreements, the Company issued 530,818 121,587 4,942 |
Warrants
Warrants | 12 Months Ended |
Oct. 31, 2019 | |
Warrants | |
Warrants | 15. Warrants The following table summarizes the warrant activities for the year ended October 31, 2019: Schedule of warrant activities Number Weighted Average Balance - November 01, 2018 148,722 $ 7.39 Issued in connection with the Transaction (i, ii, vi, vii) 11,288,149 0.55 Issued pursuant to subscription receipts (iii, iv) 9,964,940 0.55 Issued in connection with convertible debentures (vii) 3,409,091 0.55 Issued to brokers (v) 757,125 0.44 Issued to terminate purchase agreement (viii) 2,148,117 0.44 Expired (131,539 ) (6.52 ) Issuance costs - - Balance - October 31, 2019 27,584,605 $ 0.53 During the year ended October 31, 2019, the Company: (i) Issued 839,790 warrants in exchange for the same amount of Novicius Subco warrants as disclosed in note 14(iii). Each Novicius Subco Warrant was exercisable into one common share at an exercise price of CAD$0.55 per share for 24 months. The fair value of the Novicius Subco Warrants of $ 79,237 Schedule of novicious subco warrants Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies ii) Issued 1,675,179 warrants in exchange for the same amount of GR Unlimited warrants disclosed in note 17(ii). Each warrant shall be exercisable period of two years following the date of option exercise (“the Expiration Date”); provided, however, that the expiration date shall be automatically extended for an additional three years (the “Extended Period”) if, during the initial two-year term the Company does not raise at least $18,000,000 in additional equity capital at an effective price per common unit at or above $0.70 (a “Qualified Offering”); and provided further, that the Company has the right, only during the Extended Period, if any, and only following the exercise of the Option, to accelerate the expiration date to forty-five days following written notice to the holder if during the Extended Period the Company closes a Qualified Offering. The fair value of the warrants of $ 152,798 Schedule of fair Value of warrants contributed surplus Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies iii) Issued 3,771,023 warrants in exchange for the same amount of GR Unlimited warrants disclosed in note 13(xviii). Each warrant allows the holder to purchase one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 360,818 Schedule of fair value of warrants at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies iv) Issued 6,193,917 warrants in exchange for the same amount of Grown Rogue Canada warrants disclosed in note 14(iv). Each warrant allows the holder to purchase one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 584,430 Schedule of fair value of warrants one at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies v) Issued 757,125 broker warrants in exchange for the same amount of Grown Rogue Canada broker warrants disclosed in note 14(iv). Each warrant allows the holder to purchase one unit of the Company at an exercise price of CAD$0.44 per unit for a period of 24 months. Each unit contains one common share of the Company and one warrant entitling the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the GR Broker Warrants of $ 133,690 Schedule of fair value of the GR broker warrants Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies vi) Issued 3,409,091 warrants in exchange for the same amount of Grown Rogue Canada warrants that were issued to subscribers of the GR Unlimited convertible debenture offering disclosed in note 12 (ii). Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 321,654 Schedule of fair value of warrants as transaction costs Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies vii) Issued 5,364,089 warrants in exchange for the same amount of Grown Rogue Canada warrants that were issued to certain investors prior to the acquisition of Grown Rogue Canada. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. In the event that the share price of the Company closes at or above CAD$0.70 per share for a period of ten (10) consecutive trading days on the CSE, the Company has the right to accelerate the expiry of the warrants to a date that is not less than 30 days from the date of delivery of a notice to the holder announcing the exercise of the acceleration right. The fair value of the warrants of $ 893,646 Schedule of fair value of warrants two at grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies vii) Issued 3,409,091 warrants to subscribers of the convertible debenture offering disclosed in note 12(i). Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.55 per unit for a period of 24 months. The fair value of the warrants of $ 376,594 Schedule of fair value of warrants three at grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 101 %* * Based on the volatility of comparable publicly traded companies viii) Issued 2,148,117 warrants to finalize a termination agreement (note 27). Each warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD$0.44 per unit for a period of 48 months. Of these warrants, 859,247 vest immediately, with the remaining 1,288,870 vesting upon certain events relating to the activities of another party in the Michigan cannabis industry. The fair value of the warrants of $ 193,438 Schedule of fair value of warrants four at grant date based Expected dividend yield Nil Risk-free interest rate 1.640 % Expected life 4.0 Expected volatility 101 %* * Based on the volatility of comparable publicly traded companies The fair value of the warrants that vested of $ 77,014 As at October 31, 2019, the following Warrants were issued and outstanding: Schedule of warrant issued and outstanding Exercise Price Warrants Outstanding Remaining Contractual Life (Years) Expiry Date $ 14.00 17,183 0.08 November 30, 2019 $ 0.44 757,125 1.04 November 15, 2020 $ 0.55 21,253,089 1.04 November 15, 2020 $ 0.55 3,409,091 1.5 May 1, 2021 $ 0.44 2,148,177 3.66 June 28, 2023 27,584,665 1.13 |
Shares to be issued
Shares to be issued | 12 Months Ended |
Oct. 31, 2019 | |
Shares To Be Issued | |
Shares to be issued | 16. Shares to be issued i) During the year ended October 31, 2018, GR Unlimited received aggregate proceeds of CAD$923,630 ($ 720,516 2,099,159 0.55 554,000 ii) During the year ended October 31, 2019, the Company and one of its vendors agreed to settle outstanding accounts payable of $ 5,136 |
Unit Purchase Options
Unit Purchase Options | 12 Months Ended |
Oct. 31, 2019 | |
Unit Purchase Options | |
Unit Purchase Options | 17. Unit Purchase Options i) During the year ended October 31, 2018, GR Unlimited granted an option to purchase 2,727,250 54,545 1,050,000 727,250 The fair value of the option of $871,230 was expensed as a finance charge expense during the year ended October 31, 2018 and was estimated at the grant date based on the Black-Scholes pricing model, using the following assumptions: Schedule of grant date based on the Black-Scholes pricing model Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 5.5 Expected volatility 99 %* * Based on the volatility of comparable publicly traded companies ii) During the year ended October 31, 2018, GR Unlimited received proceeds of CAD$649,351 ($500,000) in exchange for an option to acquire 1,475,979 common units and warrants to purchase a further 1,675,979 common units. Each warrant shall be exercisable period of two years following the date of option exercise (“the Expiration Date”); provided, however, that the expiration date shall be automatically extended for an additional three years (the “Extended Period”) if, during the initial two-year term GR Unlimited does not raise at least $18,000,000 in additional equity capital at an effective price per common unit at or above $0.70 (a “Qualified Offering”); and provided further, that GR Unlimited has the right, only during the Extended Period, if any, and only following the exercise of the Option, to accelerate the expiration date to forty-five days following written notice to the holder if during the Extended Period GR Unlimited closes a Qualified Offering. iii) During the year ended October 31, 2018, GR Unlimited granted an option to purchase 2,000,000 40,000 1,050,000 2,000,000 The fair value of the option of $639,259 was expensed as a finance charge expense during the year ended October 31, 2018 and was estimated at the grant date based on the Black-Scholes pricing model, using the following assumptions: Schedule of finance charge expense and was estimated Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2019 | |
Income Taxes | 18. Income Taxes i) Income Tax Expense The following table reconciles income taxes calculated at combined United States Federal/state tax rates with the income tax recovery in the consolidated financial statements: Schedule of income tax recovery 2019 2018 2017 Income (loss) before income taxes $ (9,476,934 ) $ (7,509,986 ) $ (302,397 ) Effective income tax rate (%) 27.25 27.60 27.60 % Expected income tax recovery $ (2,582,166 ) $ (2,072,756 ) $ (83,462 ) Loss (income) related to entities taxed as partnerships - 1,648,189 83,462 Temporary differences related to inventory valuation (142,025 ) (24,262 ) - Temporary differences related to start-up costs 99,029 - - Temporary differences related to Transaction costs 320,709 - - Non-deductible expenses 1,059,283 29,378 - Temporary differences related to cost of goods sold 172,517 245,410 - Unrealized gain on biological assets (134,720 ) (149,413 ) - Share issuance costs (13,457 ) - - Losses and other deductions for which no benefit has been recognized 1,220,830 323,454 - Income tax expense (recovery) $ - $ - $ - ii) Deferred Taxes The temporary differences that give rise to deferred income tax assets and deferred income tax liabilities are presented below: Schedule of Deferred Taxes Deferred tax assets 2019 2018 Start up costs $ 299,259 $ 200,231 Inventory 24,349 48,498 Biological asset fair value adjustment - (149,955 ) Net operating loss carry-forwards 2,307,529 335,701 Share issuance costs 10,226 - Transaction costs 331,164 - Allowance for doubtful accounts - 29,485 2,972,527 463,960 Deferred taxes not recognized (2,972,527 ) (463,960 ) Net deferred tax assets $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income tax liabilities result primarily from amounts not deductible for accounting purposes until future periods. Deferred income tax assets result primarily from operating tax loss carry forwards and have been offset against deferred income tax liabilities. As the Company operates in the cannabis industry, it is subject to the limits of United States Internal Revenue Code Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under United States Internal Revenue Code Section 280E. Federal and Oregon tax laws impose restrictions on net operating loss carryforwards in the event of a change in ownership of the Company, as defined by the United States Internal Revenue Code Section 382. The Company does not believe that a change in ownership, as defined by United States Internal Revenue Code Section 382, has occurred but a formal study has not been completed. |
Stock Options
Stock Options | 12 Months Ended |
Oct. 31, 2019 | |
Stock Options | |
Stock Options | 19. Stock Options i) During the period ended October 31, 2019, the Company granted options to purchase 150,000 common shares of the Company to two consultants. Each option allows the holder to purchase one common share of the Company at a price of CAD$0.44 at any point prior to November 30, 2021. The fair value of the options of $ 25,587 Schedule of fair value of options Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 3.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies ii) During the period ended October 31, 2019, the Company granted options to purchase 500,000 common shares of the Company to two consultants. Each option allows the holder to purchase one common share of the Company at a price of CAD$0.44 at any point prior to January 1, 2022. The fair value of the options of $ 86,493 Schedule of fair value of options at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 3.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies As at October 31, 2019, the following Stock Options were issued and outstanding (all prices are in Canadian Dollars unless otherwise noted): Schedule of stock options were issued and outstanding Exercise Price Stock Options Outstanding Remaining Contractual Life (Years) Expiry Date $ 0.44 150,000 2.08 November 30, 2021 $ 0.44 500,000 2.17 January 1, 2022 650,000 2.15 |
Changes in Non-cash Working Cap
Changes in Non-cash Working Capital | 12 Months Ended |
Oct. 31, 2019 | |
Changes In Non-cash Working Capital | |
Changes in Non-cash Working Capital | 20. Changes in Non-cash Working Capital The changes to the Company’s non-cash working capital for the periods ended October 31, 2019, 2018 and 2017 are as follows: Schedule of non cash working capital 2019 2018 2017 Accounts receivable $ 98,828 $ (221,158 ) $ (31,750 ) Other receivable 20,645 (52,843 ) - Inventory and biological assets 1,174,678 (633,077 ) (367,518 ) Prepaid expenses and other assets 211,982 (136,129 ) (43,228 ) Accounts payable and accrued liabilities (887,903 ) 1,676,027 669,742 Due to employee/director - - 104,000 Unearned revenue 35,000 - - Interest payable (135,265 ) 614,264 154,978 Deferred rent (6,751 ) 6,344 24,912 $ 511,214 $ 1,253,428 $ 511,136 |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosure | 12 Months Ended |
Oct. 31, 2019 | |
Supplemental Cash Flow Disclosure | 21. Supplemental Cash Flow Disclosure Schedule supplemental cash flow 2019 2018 2017 Interest paid $ 310,217 $ 128,042 $ 7,414 Fair value of common shares and units issued for services 255,360 720,516 - Fair value of common shares issued as settlement of debt 121,587 500,000 - Purchase of property and equipment on account - - 37,025 Property and equipment acquired through convertible note payable - - 139,001 Conversion of notes payable to common units 1,342,400 1,909,134 - Prepayment of finance lease - - 4,712 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Oct. 31, 2019 | |
Related Party Transactions | 22. Related Party Transactions During the year ended October 31, 2019, the Company incurred the following related party transactions: i) Through its wholly owned subsidiary, GRU Properties, LLC leased a property located in Trail, Oregon owned by the Company’s President and CEO. The lease expires on December 31, 2020. Rent of $ 60,500 65,000 50,000 63,000 5,500 45,000 ii) The Company incurred employee/director fees of $ 22,000 48,000 14,000 0 14,000 14,000 8,000 12,000 14,000 iii) The Company incurred fees related to marketing and promotion services of $ 183,674 239,568 89,504 6,000 25,054 4,362 iv) Key management personnel consists of the President and CEO; the CSO; and the CFO of GR Unlimited. The compensation paid or payable to key management for services for the periods ended October 31, 2019 and 2018 is as follows: Schedule of Related Party Transactions 2019 2018 2017 Salaries and consulting fees $ 408,500 $ 533,568 $ 235,504 Share-based compensation $ 118,840 $ - $ - Accounts payable and accrued liabilities at October 31, 2019 was $ 90,000 218,690 0 90,000 90,000 Additional related party transactions are disclosed in notes 10(iii), 10(iv), 11(vi), 11(x), 13(vi) and 13(vii) The transactions are in the normal course of operations and are measured at the exchange amounts being the amounts agreed to by the parties. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Oct. 31, 2019 | |
Financial Instruments | |
Financial Instruments | 23. Financial Instruments Market Risk i) Currency Risk As at October 31, 2019, the Company has accounts payable of CAD$ 564,663 (2018 – $nil), accrued liabilities of CAD$ 100,435 (2018 - $nil) and convertible debentures of CAD$ 3,000,000 (2018 - $nil). The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar. It is management’s opinion that this risk is not material. ii) Interest Rate Risk At October 31, 2019 and October 31, 2018, the Company’s exposure to interest rate risk relates to long-term debt, convertible promissory notes, and finance lease obligations, but its interest rate risk is limited as the aforementioned financial instruments are fixed interest rate instruments. iii) Credit Risk Credit risk is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit. The carrying amount of cash and trade accounts receivable represents the Company’s maximum exposure to credit risk, which amounted to $ 174,114 1,079,551 129,131 106,443 As at October 31, 2019 and October 31, 2018, the Company’s trade accounts receivable were aged as follows: Schedule of exposure to credit risk October 31, October 31, Current $ 51,672 $ 129,157 1-30 days 500 114,821 31 days- older 176,147 115,373 Allowance for doubtful accounts (129,131 ) (106,443 ) $ 99,188 $ 252,908 The change in the provision for expected credit losses is as follows: Schedule of contractual maturities of financial liabilities October 31, October 31, Balance, beginning of the year $ 106,443 $ - Additional allowance 121,793 111,528 Amounts collected (66,902 ) - Amounts used (32,203 ) (5,085 ) Balance, end of year $ 129,131 $ 106,443 iv) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its current obligations as they become due. The majority of the Company’s accounts payable and accrued liabilities are payable in less than 90 days. The Company prepares annual budgets and monitors expenditures to manage short-term liquidity. Due to the nature of the Company’s activities, funding for long-term liquidity needs is dependent on the Company’s ability to obtain additional financing through various means, including equity financing. At October 31, 2019, the Company has current assets of $ 1,432,962 2,869,694 4,142,489 3,321,239 2,709,527 451,545 74,926 The contractual maturities of the Company’s accounts payable and accrued liabilities, convertible promissory notes, long-term debt, and finance lease payable occurs over the next three years as follows: Schedule of assets and liabilities denominated in US dollars Year 1 Years 2-3 Accounts payable and accrued liabilities $ 1,526,855 $ 180,799 Current portion of long-term debt 150,000 - Convertible debentures 1,995,609 - Unearned revenue 35,000 - Interest payable 55,829 - Deferred rent - 24,505 Finance leases payable 129,876 12,329 Derivative liabilities 249,320 - $ 4,142,489 $ 217,633 v) Fair Values The carrying amounts for the Company’s cash, accounts receivable, accounts payable and accrued liabilities, amounts due to employee/director, promissory notes and convertible promissory notes approximate their fair values because of the short-term nature of these items. vi) Fair Value Hierarchy A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and non-financial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: ● Level 1: unadjusted quoted prices in active markets for identical assets or liabkilities; ● Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or ● Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of the financial instruments at October 31, 2019 are summarized in the following table: Schedule of valuations for the asset or liability not based on observable market data Amortized Cost FVTPL Total Financial Assets Cash and cash equivalents $ 74,926 $ - $ 74,926 Accounts receivable, net 99,188 - 99,188 Other receivable 35,235 - 35,235 Financial Liabilities Accounts payable and accrued liabilities $ 1,707,654 $ - $ 1,707,654 Finance lease payable 142,205 - 142,205 Convertible debentures 1,995,609 - 1,995,609 Short-term debt 150,000 - 150,000 Interest payable 55,829 - 55,829 Derivative liabilities - 249,320 249,320 During the period ended October 31, 2019 there were no transfers of amounts between levels. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Oct. 31, 2019 | |
General and Administrative Expenses | 24. General and Administrative Expenses General and administrative expenses for the years ended October 31, 2019, 2018 and 2017 are as follows: Schedule of General and administrative expenses 2019 2018 2017 Bad debt $ 54,892 $ 113,028 $ - Bank fees and foreign exchange 87,621 17,270 2,156 Business license and fees 42,930 35,904 19,362 Commissions - - 4,133 Consultants - - 9,088 Facility expense 184,774 215,922 123,703 Insurance 10,309 9,194 - Investor relations 127,248 - - Legal and professional 1,550,316 898,599 525,810 Marketing and promotion 209,470 302,401 90,673 Miscellaneous 89,036 56,491 - Office expense 83,509 36,535 30,845 Repairs and maintenance 18,702 4,243 - Research and development 28,250 5,233 - Salaries and benefits 1,938,022 791,518 200,274 Supplies 27,711 11,748 - Travel 185,570 159,848 43,611 Utilities 22,315 49,952 - General and administrative expenses $ 4,660,675 $ 2,707,886 $ 1,049,655 |
Capital Disclosures
Capital Disclosures | 12 Months Ended |
Oct. 31, 2019 | |
Capital Disclosures | |
Capital Disclosures | 25. Capital Disclosures The Company includes equity, comprised of share capital, contributed surplus (including the fair value of equity instruments to be issued), equity component of convertible promissory notes and deficit, in the definition of capital. The Company’s objectives when managing capital are as follows: (i) to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern; (ii) to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and (iii) to raise sufficient capital to meet its general and administrative expenditures. The Company manages its capital structure and makes adjustments to it, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives. The Company’s principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required. The Company does not have any externally imposed capital requirements. |
Commitments
Commitments | 12 Months Ended |
Oct. 31, 2019 | |
Commitments | 26. Commitments a) The Company has commitments under operating leases for its facilities and commitments under a finance lease for equipment. The minimum lease payments due are as follows: Schedule of commitments Fiscal Year Amount 2020 $ 144,412 2021 $ 12,880 b) During the period ended October 31, 2019 , ● The Company obtains the option to acquire a 51% interest in the other party, subject to state and regulatory approval, for a one-time payment of $250,000 due upon signing of the Agreement; ● The Company will provide up to $2,000,000 in financing by way of a loan for development and operational build-out of the cultivation, processing and dispensary centers of which the Company will be paid back under an established schedule; ● The Company will have the right to purchase the remaining 49% of the other party for either stock or cash or a combination of both at the earlier of the Company’s stock reaching CAD$1.00 per share on the CSE for a period of ten consecutive days or 24 months from the signing of the Agreement. Unless the other party permits, the Company may not exercise this option for a period of 12 months following the signing of the Agreement; and ● The Company will also issue 900,000 common shares to the other party based on milestones including signing of the Agreement, production of 500 pounds of dried cannabis flower and achieving $3,000,000 in top-line revenue. The completion of the terms of the Agreement were subject to Michigan regulatory approval and full licensing of the Company at the state level. Subsequent to the year ended October 31, 2019, the Company decided to terminate this agreement. |
Acquisition Costs
Acquisition Costs | 12 Months Ended |
Oct. 31, 2019 | |
Acquisition Costs | |
Acquisition Costs | 27. Acquisition Costs During the year ended October 31, 2019, the Company entered into a binding letter of intent (the “LOI”) pursuant to which the Company was to acquire assets including real estate, intellectual property and other assets for aggregate consideration of $ 3,000,000 49,188 During the year ended October 31, 2019, the Company entered into a binding agreement for the option to acquire operational control of certain assets in Michigan. The Company decided not to move forward with this acquisition and, pursuant to a termination agreement, issued 2,148,177 77,014 |
Geographical Information
Geographical Information | 12 Months Ended |
Oct. 31, 2019 | |
Geographical Information | 28. Geographical Information Geographical information relating to the Company’s activities is as follows: Schedule of Geographical information activities Revenue - Years ended October 31, 2019 2018 2017 $ $ $ United States 3,924,983 1,932,128 156,066 Canada - - - Total 3,924,983 $ 1,932,128 156,066 Long-term assets - Years ended October 31, 2019 2018 $ $ United States 1,499,514 2,496,574 Canada - - Total 1,499,514 2,496,574 (1) Includes: Plant and equipment |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Oct. 31, 2019 | |
Non-Controlling Interests | 29. Non-Controlling Interests The changes to the non-controlling interest for the years ended October 31, 2019, and 2018 are as follows: Schedule of non-controlling interest October 31, October 31, 2018 Balance, beginning of year $ - $ - Net assets contributed 196,250 - Non-controlling interest’s 40% share of GRD Cali, LLC (153,762 ) - Non-controlling interest’s 40% share of Idalia, LLC (22,950 ) - Balance, end of year $ 19,538 $ - The following is summarized financial information for GRD Cali, LLC: Schedule of summarized financial information October 31, October 31, Current assets $ 93,460 $ - Long-term assets 41,642 - Current liabilities 25,801 - Advances from parent 73,705 - Net loss for the year $ 384,404 $ - The following is summarized financial information for Idalia, LLC: October 31, October 31, Current assets $ - $ - Long-term assets 13,248 - Current liabilities - - Advances from parent - - Net loss for the year $ 57,376 $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2019 | |
Subsequent Events | 30. Subsequent Events The following events occurred subsequent to the year ended October 31, 2019. a) During the year ended October 31, 2020, the Company issued a total of 3,209,386 240,340 3,575,000 0.15 2,250,000 505,000 During the year ended October 31, 2021, the Company issued a total of 534,294 95,294 3,085,000 0.20 500,000 1,040,000 During the nine months ended July 31, 2022, the Company issued a total of 529,335 59,796 605,000 0.15 1,460,000 b) In February 2020, the Company, through its subsidiary GR Michigan, LLC, signed an Option to Purchase Agreement (the “Option Agreement”) to acquire a 60% controlling interest in Golden Harvests, LLC (“Golden Harvests”). Golden Harvests is a Michigan-based, fully licensed, and operating cultivation company located in Bay City, Michigan. During the nine months ended July 31, 2021, the Company’s majority controlled subsidiary GR Michigan, LLC, terminated the Option Agreement. Simultaneously with the termination of the Option Agreement, a new entity, Canopy Management, LLC (“Canopy”), majority-owned by the CEO, signed an option agreement to purchase Golden Harvests under similar terms (the “New Option”). Canopy has already been approved by the State of Michigan for licensing and this facilitated the Company’s ability to accelerate its option exercise to obtain a 60% interest in Golden Harvests. The Company has an option to acquire 87% of the CEO’s membership interest in Canopy, which, when exercised, pending approval by the State of Michigan of the Company’s application, will provide identical economic rights as the Company originally had in the Option Agreement. Canopy is majority owned by GRIN’s CEO, who has a fiduciary responsibility to the Company and is prohibited from omitting or taking certain actions relating to Canopy where to do so would be contrary to the economic benefits which the Company expects to derive from the acquisition of Golden Harvests. Canopy acquired a 60% controlling interest in Golden Harvests in May 2021, and until we exercise the option to acquire 87% of Canopy, it will be consolidated with a 100% non-controlling interest. The Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $ 1,007,719 1,025,000 158,182 849,537 c) On February 10, 2020, the Company agreed to a non-brokered private placement offering of units (the “Units”), with each Unit comprising one common share of the Company and one common share purchase warrant (the “Warrants”) in exchange for CAD$1,500,000 ($1,084,335). Each warrant entitles the holder to purchase one common share of the Company at a price equal to a 25% premium to the Unit price for a period of 24 months. The Units were issued at CAD$0.10 per Unit. The Company has the right to accelerate the expiry of the warrants to thirty days following written notice to the holder if the common shares of the Company close at or above CAD$0.25 per share for a period of ten consecutive trading days on the Canadian Securities Exchange. As of the date of these financial statements, the Company had issued 15,000,000 Units for gross proceeds of CAD$1,500,000. In addition, the Company has agreed to nominate one board member of Grown Rogue as recommended by the subscriber at future shareholder meetings and the ability, if the subscriber does not have its nominee on the Company’s board of directors, to appoint a board observer. This agreement was transacted with Plant Based Investment Corp. (“PBIC”), a related party with a board nominee and approximately 22% common share ownership. d) On February 10, 2020, the Company executed a subscription agreement to issue 15,000,000 2,362,204 848,011 1,500,000 e) During the year ended October 31, 2021, the Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the 11.875 GR Distribution units newly issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. On April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was again a 100% owned subsidiary. f) On November 23, 2020, and January 27, 2021, GR Distribution issued two unsecured promissory notes totaling US$ 375,000 10 g) On December 2, 2020, the Company’s subsidiary, Grown Rogue Gardens LLC, issued an unsecured promissory note in the amount of US$ 150,000 10 h) On January 19, 2021, the Company completed the first tranche of a private placement of 2,031,784 200,000 i) On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations of High Street Capital Partners, LLC (“HSCP”) for $ 3,000,000 j) On March 5, 2021, The Company announced the completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 0.225 3.7 4,737,800 Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 3,738,564 k) During the year ended October 31, 2021, holders of convertible debentures converted an aggregate total of convertible debenture principal of $ 1,042,951 1,311,111 0.125 10,488,884 916,290 1,312,722 l) On August 16, 2021, the Company, through its subsidiary Golden Harvests, executed an agreement to form a joint venture with Pure Extracts Technologies Corp. (“Pure Extracts”) to expand Grown Rogue’s product offering and bring Pure Extracts’ portfolio of products to Michigan. The joint venture was to be owned 50% by Golden Harvests and 50% by Pure Extracts. The Company announced the termination of the joint venture on June 15, 2022, by which time limited joint venture activity had occurred, and the termination was immaterial to the Company’s financial statements. Pure Extracts was to obtain a 50% interest in the joint venture, following certain regulatory approvals, by contributing processing equipment with an approximate fair value of $515,000, and an allowance for fixtures and equipment of approximately $110,000, to Golden Harvests. Until such time as the necessary regulatory approvals were obtained, the processing equipment was leased to Golden Harvests. The lease term commenced August 16, 2021, and was to terminate on the earlier of (a) immediately upon the date of certain regulatory approval for change of ownership of the joint venture (the “Closing Date”); (b) if the Closing Date does not occur, in which case the equipment will be returned to Pure Extracts; or (c) default by Golden Harvests against the lease, including failure to make lease payments or fail to perform material terms of the lease agreement. The monthly payment under the lease was $4,292, to commence in the month in which the equipment is delivered, and only payable if the business has profits from which to make payments. On the Closing Date, the leased equipment was to be contributed to the joint venture by Pure Extracts and the lease agreement would have terminated. m) On September 9, 2021, the Company entered into an unsecured promissory note agreement with PBIC, a related party, in the amount of $ 800,000 449,684 The note was to mature on December 15, 2022, with payments commencing January 15, 2022, and continuing through and including December 15, 2022. The terms of the note required the Company to make certain participation payments to the lender based on a percentage monthly sales of cannabis flower sold from the Company’s sun-grown A-flower 2021 harvest (the “Harvest”), less 15% of such amount to account for costs of sales. The percentage was determined by dividing 2,000 by the total volume of pounds of the Harvest. A portion of these payments were to be used to pay down the outstanding principal on a monthly basis. The note was to automatically terminate when the full amount of any outstanding principal plus the applicable participation payments were paid prior to the maturity date. Should the participation payments have fully repaid the principal amount prior to the maturity date then the note would have automatically terminated. The note had no stated rate of interest, and in the event of default, would have accrued interest at 15% per annum. n) On December 9, 2021, the Company announced that it had closed a non-brokered private placement of common shares (“Private Placement”) for total gross proceeds of USD$ 1,300,000 13,166,400 |
Significant Accounting Polici_2
Significant Accounting Policies and Significant Judgements (Policies) | 12 Months Ended |
Oct. 31, 2019 | |
Revenue | a) Revenue Revenue from the sale of cannabis is recognized when the Company transfers control of the good to the customer. Control of the product transfers at a point in time either upon shipment to or receipt by the customer, depending on the contractual terms. The Company recognizes revenue in an amount that reflects the consideration that the Company expects to receive taking into account any variation that may result from rights of return. The pattern and timing of revenue recognition under the new standard is consistent with prior year practice. There were no adjustments recognized on the adoption of IFRS 15 in the year ended October 31, 2019. |
Inventory | b) Inventory Inventory is valued at the lower of cost and net realizable value. Harvested cannabis included in inventory is recognized at the fair value of the biological asset at the point of harvest, which becomes the deemed cost. Any subsequent post-harvest costs are capitalized to inventory to the extent that the cost is less than net realizable value. Manufactured inventory and work-in-progress includes an allocation of production overhead, which is based on normal operating capacity. The Company reviews inventories for obsolete, redundant and slow moving goods and any such inventories identified are written down to net realizable value. |
Cost of goods sold | c) Cost of goods sold Cost of goods sold includes the cost of finished goods inventory sold during the year, as well as inventory write-downs during the year. |
Biological assets | d) Biological assets The Company’s biological assets consist of cannabis plants. The Company capitalizes all the direct and indirect costs as incurred related to the biological transformation of the biological assets between the point of initial recognition and the point of harvest. Subsequent to harvest, the recognized biological asset amount becomes the cost basis of finished goods inventory. Seeds are measured at fair value. Unrealized gains or losses arising from changes in fair value less costs to sell during the period are included in the consolidated results of operations of the appropriate year. |
Accounts Payable and Accrued Liabilities | e) Accounts Payable and Accrued Liabilities Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Provisions are recognized when the Company has an obligation (legal or constructive) arising from a past event, and the costs to settle this obligation are both probable and able to be reliably measured. |
Related Party Transactions | f) Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are members of key management, subject to common control, or can exert significant influence over the company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Property and Equipment | g) Property and Equipment Property and equipment are stated at cost less accumulated amortization and accumulated impairment losses, if any. Costs include borrowing costs for assets that require a substantial period of time to become ready for use. Amortization is recognized so as to recognize the cost of assets less their residual values over their useful lives, using the straight-line method. Amortization begins when an asset is available for use, meaning that it is in the location and condition necessary for it to be used in the manner intended by management. The estimated useful lives, residual values and method of amortization are reviewed at each period end, with the effect of any changes in estimated useful lives and residual values accounted for on a prospective basis. As at October 31, 2019, the Company was in the process of completing construction of its warehouse facility in order to expand its cultivation and wholesale activities. The Company has capitalized the costs incurred to date on the construction-in-process asset, as the assets were not available for use as intended by management as at October 31, 2019, amortization expense was not recorded. Amortization is calculated applying the following useful lives: Schedule of Amortization Furniture and fixtures 7 - 10 years on a straight line basis Computer and office equipment 3 - 5 years on a straight line basis Production equipment and other 5 - 10 years on a straight line basis Leasehold improvements 15 - 40 months on a straight line basis The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs of disposal and their value in use. Fair value is the price at which the asset could be bought or sold in an orderly transaction between market participants. In assessing value in use, the estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. |
Leased Assets | h) Leased Assets Leases are classified as finance leases whenever substantially all the risks and rewards of ownership of the leased asset are transferred to the Company. Leased assets are measured initially at an amount equal to the lower of fair value and present value of minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to the asset. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of loss and comprehensive loss on a straight line basis over the period of the lease. |
Intangible Assets | i) Intangible Assets Intangible assets are initially measured at cost. The useful life of intangible assets is assessed as either finite or indefinite. Following the initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. If impairment indicators are present, these assets are subject to an impairment review. Amortization is calculated using the straight-line method over the estimated useful lives of the intangible assets of two to three years. |
Impairment of Long-lived Assets | j) Impairment of Long-lived Assets For all long-lived assets, except for intangible assets with indefinite useful lives and intangible assets not yet available for use, the Company reviews its carrying amount at the end of each reporting period to determine whether there is any indication that those assets have suffered an impairment loss. Where such impairment exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized in profit or loss. Impairment losses may be reversed in a subsequent period where the impairment no longer exists or has decreased. The carrying amount after a reversal must not exceed the carrying amount (net of depreciation) that would have been determined had no impairment loss been recognized. A reversal of impairment loss is recognized in profit or loss. |
Deferred transaction costs | k) Deferred transaction costs Deferred transaction costs represents professional fees incurred with respect to a contemplated transaction that is to be completed in a future period. The transaction costs will be recognized in profit and loss in the period in which the transaction is completed. |
Unit/ Share Based Compensation | l) Unit/ Share Based Compensation Unit/ Share Based Payment Transactions Transactions with non-employees that are settled in equity instruments of the Company are measured at the fair value of the goods or services rendered. In situations where the fair value of the goods or services received by the entity as consideration cannot be reliably measured, transactions are measured at fair value of the equity instruments granted. The fair value of the share based payments is recognized together with a corresponding increase in equity over a period that services are provided or goods are received. Equity Settled Transactions The costs of equity settled transactions with employees are measured by reference to the fair value of the equity instruments at the date on which they are granted, using the Black-Scholes option pricing model. The costs of equity settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative cost is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. No expense is recognized for awards that do not ultimately vest. The dilutive effect of outstanding options, if any, is reflected as additional dilution in the computation of loss per unit / share. Unit/ Share Issuance Costs Costs incurred in connection with the issuance of members’ equity are netted against the proceeds received net of tax. Costs related to the issuance of members’ equity and incurred prior to issuance are recorded as deferred members’ equity issuance costs and subsequently netted against proceeds when they are received. |
Member’s Capital | m) Member’s Capital Member’s capital consists of common units, which are classified as equity on the statements of financial position. Incremental costs attributable directly to the issuance of member’s capital are recognized as deduction from equity, net of any tax effects. |
Income Taxes | n) Income Taxes No provision for federal or state income taxes is included in the Company’s consolidated financial statements because the tax effects of GR Unlimited’s income or loss for the period from inception to December 31, 2017 were passed on to the Members. Effective January 1, 2018, Grown Rogue Gardens, LLC and Grown Rogue Distribution, LLC elected to be taxed as corporations. Following the Transaction, GR Unlimited also elected to be taxed as a corporation. As such, these three entities will follow the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on the differences between the carrying amount of assets and liabilities on the statement of financial position and their corresponding tax value, using the substantively enacted tax rates expected to apply when these temporary differences are reversed. Deferred income tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is probable that they will be realized. Income tax expense is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity. Deferred tax liabilities are recognized for all temporary differences except when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. |
Significant Accounting Judgements, Estimates and Assumptions | o) Significant Accounting Judgements, Estimates and Assumptions The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments include those related to the ability of the Company to continue as a going concern, the determination of when property and equipment are available for use, and impairment of its financial and non-financial assets. The most significant estimates and assumptions include those related to the valuation of biological assets, the collectability of accounts receivable, the useful lives of property and equipment, inputs used in accounting the determination of the discount rate used to estimate the fair value of the liability component of convertible promissory notes, the inputs used in the estimate of the fair value of unit-based and share-based compensation, the inputs and valuation methodologies used to estimate the fair value of derivative liabilities and the inputs used in the estimate of the fair value of the unit purchase options and warrants issued. In calculating the value of biological assets and inventory, the Company’s management is required to make a number of estimates including the following: the stage of growth of cannabis compared to point of harvest; yield of saleable flower produced at harvest date; and selling price at harvest date. In calculating inventory values, management is required to determine an estimate of the obsolete inventory and compare the inventory cost to estimated net realizable value. |
Newly Adopted Accounting Policies | p) Newly Adopted Accounting Policies The Company adopted the following accounting policies as of November 1, 2018: Financial Instruments IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). The classification is based on two criteria: the Company’s business objectives for managing the assets; and whether the financial instruments’ contractual cash flows represent “solely payments of principal and interest” on the principal amount outstanding (the “SPPI test”). Financial assets are required to be reclassified only when the business model under which they are managed has changed. All reclassifications are to be applied prospectively from the reclassification date. Financial liabilities are classified in a similar manner as under IAS 39. The assessment of the Company’s business models for managing its financial assets was made as of the date of initial application of November 1, 2018 or on initial recognition. The assessment of whether contractual cash flows on debt investments meet the SPPI test was made based on the facts and circumstances as at the initial recognition of the financial assets. i) Classification and measurement of financial assets and financial liabilities Financial assets Initial Recognition The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Classification and measurement Under IFRS 9, financial assets are initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss (“FVTPL”), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in net income (loss). Subsequent classification and measurement of financial assets depends on the Company’s business objective for managing the asset and the cash flow characteristics of the asset: i. Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the consolidated financial statements, and gains/losses are recognized in net income (loss) when the asset is derecognized or impaired. ii. Fair value through other comprehensive income (“FVOCI”) – Financial assets held to achieve a particular business objective other than short-term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument-by-instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through net income (loss). Upon derecognition of the asset, accumulated gains or losses are transferred from Other comprehensive income (“OCI”) directly to Deficit. iii. FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. Financial liabilities The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows: i. FVTPL – Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss). ii. Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process. The following table summarizes the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities: Schedule of financial assets and financial liabilities Asset/Liability Classification under IAS 39 Classification under IFRS 9 Accounts receivable, net Loans and receivables Amortized cost Other receivables Loans and receivables Amortized cost Cash and cash equivalents Loans and receivables Amortized cost Accounts payable and accrued liabilities Other liabilities at amortized cost Amortized cost Finance lease payable Other liabilities at amortized cost Amortized cost Convertible promissory notes Other liabilities at amortized cost Amortized cost Long-term debt Other liabilities at amortized cost Amortized cost Interest payable Other liabilities at amortized cost Amortized cost Convertible debentures Other liabilities at amortized cost Amortized cost Due to employee/ director Other liabilities at amortized cost Amortized cost Derivative liabilities FVTPL FVTPL ii) Impairment IFRS 9 introduces a three-stage expected credit loss (“ECL”) model for determining impairment of financial assets. The expected credit loss model does not require the occurrence of a triggering event before an entity recognizes credit losses. IFRS 9 requires an entity to recognize expected credit losses upon initial recognition of a financial asset and to update the quantum of expected credit losses at the end of each reporting period to reflect changes to credit risk of the financial asset. The adoption of the ECL model did not have a material impact on the Company’s consolidated financial statements. The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Share-based Payments (Amendments to IFRS 2) In June 2016, the IASB issued amendments to IFRS 2 that clarify how to account for certain types of share-based payment transactions. The amendments provide requirements related to accounting for: ● the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; ● share-based payment transactions with a net settlement feature for withholding tax obligations; and ● the effect of a modification of the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity settled. Adoption of the amendments to IFRS 2 as of November 1, 2018 did not have an impact on the Company’s financial statements. Revenue IFRS 15 Revenue from Contracts with Customers, (“IFRS 15”) replaced all preexisting guidance, including, but not limited to IAS 11 Construction Contracts, IAS 18 Revenue, and IFRIC 15 Agreements for the Construction of Real Estate in IFRS related to revenue. IFRS 15 contains a single control based model (the “model”) that applies to contracts with customers and allows entities to recognize revenue at a point in time or overtime. The model consists of a 5 step analysis of transactions to determine whether, how much, and when revenue is recognized. IFRS 15 also includes additional requirements for revenue accounted for under the standard. Adoption of IFRS 15 as of November 1, 2018 did not have an impact on the Company’s financial statements. |
Future Accounting Pronouncements | q) Future Accounting Pronouncements IFRS 16 Leases (“Leases”) was issued in January 2016 and replaces IAS 17 Leases. Under IAS 17, lessees were required to make a distinction between a finance lease and an operating lease. If the lease was classified as a finance lease, a lease liability was included on the statement of financial position. IFRS 16 now requires lessees to recognize a right of use asset and lease liability reflecting future lease payments for virtually all lease contracts. The right of use asset is treated similarly to other non-financial assets and depreciated accordingly. The lease liability accrues interest. The IASB has included an optional exemption for certain short term leases and leases of low value assets; however, this exemption can only be applied by lessees. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the identified asset’s use and obtain substantially all the economic benefits from that use. IFRS 16 will be effective for the Company’s year ended October 31, 2020. The Company is currently evaluating the impact adopting IFRS 16 will have on its consolidated financial statements. |
Reverse Takeover (Tables)
Reverse Takeover (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Novicius Subco [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of consideration transferred | Schedule of consideration transferred 3,773,689 shares at a price of CAD$0.315 per share $ 900,403 Net assets (liabilities) of the Company acquired (604,107 ) Transaction costs $ 1,504,510 |
Grown Rogue Canada [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of consideration transferred | 100,000 common shares at a price of CAD$0.315 per share $ 23,860 Fair value of warrants of the Company issued (note 15vii) 893,646 Total consideration transferred 917,506 Net assets of Grown Rogue Canada acquired 61,447 Transaction costs $ 856,059 |
Significant Accounting Polici_3
Significant Accounting Policies and Significant Judgements (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of Amortization | Schedule of Amortization Furniture and fixtures 7 - 10 years on a straight line basis Computer and office equipment 3 - 5 years on a straight line basis Production equipment and other 5 - 10 years on a straight line basis Leasehold improvements 15 - 40 months on a straight line basis |
Schedule of financial assets and financial liabilities | Schedule of financial assets and financial liabilities Asset/Liability Classification under IAS 39 Classification under IFRS 9 Accounts receivable, net Loans and receivables Amortized cost Other receivables Loans and receivables Amortized cost Cash and cash equivalents Loans and receivables Amortized cost Accounts payable and accrued liabilities Other liabilities at amortized cost Amortized cost Finance lease payable Other liabilities at amortized cost Amortized cost Convertible promissory notes Other liabilities at amortized cost Amortized cost Long-term debt Other liabilities at amortized cost Amortized cost Interest payable Other liabilities at amortized cost Amortized cost Convertible debentures Other liabilities at amortized cost Amortized cost Due to employee/ director Other liabilities at amortized cost Amortized cost Derivative liabilities FVTPL FVTPL |
Biological Assets (Tables)
Biological Assets (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of reconciliation of changes in the carrying amount of biological assets | Schedule of reconciliation of changes in the carrying amount of biological assets Balance - October 31, 2017 $ 10,436 Add: Purchased cannabis plants 521,949 Change in fair value less costs to sell due to biological transformation 541,352 Transferred to inventory upon harvest (924,120 ) Balance - October 31, 2018 $ 149,617 Add: Purchased cannabis plants 308,324 Change in fair value less costs to sell due to biological transformation 486,354 Allocation of operational overhead 438,859 Transferred to inventory upon harvest (1,226,565 ) Balance - October 31, 2019 $ 156,589 |
Fair value of biological assets | Fair value of biological assets Impact of 20% change October 31, October 31, October 31, October 31, Estimated selling price per lb $ 840 $ 591 $ 37,747 $ 39,702 Estimated stage of growth 60 % 72 % $ 30,970 $ 31,658 Estimated flower yield per harvest (lb) 263 278 $ 30,970 $ 31,358 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of inventory | Schedule of inventory Balance - October 31, 2018 $ 1,380,101 Balance - October 31, 2019 $ 940,715 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Property And Equipment | |
Property and equipment | Property and equipment Furniture and Fixtures Computer and Office Equipment Production Equipment and Other Construction in Progress - Warehouse Leasehold Improvements Total COST Balance - October 31, 2017 750 2,230 169,403 536,008 326,731 1,035,122 Additions - 73,653 199,827 772,746 9,648 1,055,874 Disposals - - (12,115 ) - - (12,115 ) Transfers (750 ) - - (730,596 ) 731,346 - Balance - October 31, 2018 - 75,883 357,115 578,158 1,067,725 2,078,881 Additions - 50,481 86,483 17,308 242,745 397,017 Disposals - (70,403 ) - (118,683 ) - (189,086 ) Balance - October 31, 2019 - 55,961 443,598 476,783 1,310,470 2,286,812 ACCUMULATED AMORTIZATION Balance - October 31, 2017 6 145 13,133 - 32,642 45,926 Transfers (6 ) - - - 6 - Amortization for the period - 1,762 61,036 - 397,248 460,046 Disposals - - (3,012 ) - - (3,012 ) Balance - October 31, 2018 - 1,907 71,157 - 429,896 502,960 Amortization for the period - 17,794 61,322 - 239,819 318,935 Balance – October 31, 2019 - 19,701 132,479 - 669,715 821,895 NET BOOK VALUE As at October 31, 2018 $ - $ 73,976 $ 285,958 $ 578,158 $ 637,829 $ 1,575,921 As at October 31, 2019 $ - $ 36,260 $ 311,119 $ 476,783 $ 640,755 $ 1,464,917 |
Finance Leases Payable (Tables)
Finance Leases Payable (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of related lease liabilities are payable | Schedule of related lease liabilities are payable Future minimum lease payments Interest Total Less than one year $ 129,876 $ 14,535 $ 144,411 Between one and five years 12,329 551 12,880 $ 142,205 $ 15,086 $ 157,291 As at October 31, 2018, the related lease liabilities are payable as follow: Future minimum lease payments Interest Total Less than one year $ 99,134 $ 25,762 $ 124,896 Between one and five years 97,680 8,080 105,760 $ 196,814 $ 33,842 $ 230,656 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of unsecured promissory notes | Schedule of unsecured promissory notes Face Carrying Interest Balance - October 31, 2018 $ 50,000 $ 50,000 $ 10,444 60% - October 2, 2019 (iii) 50,000 50,000 - 60% - October 17, 2019 (iv) 50,000 50,000 - Interest expense on long-term debt - - 9,535 Debt repayments - - (12,000 ) Balance - October 31, 2019 $ 150,000 $ 150,000 $ 7,979 Less: current portion 150,000 150,000 7,979 Balance - October 31, 2019, net of current portion $ - $ - $ - Transactions related to GR Unlimited’s unsecured promissory notes during the period ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ 552,173 $ 552,173 $ 14,860 Amortization of deferred financing costs 642 642 - Settled in exchange for convertible promissory note (Note 11) (500,000 ) (500,000 ) (10,416 ) Interest expense on long-term debt - - 6,000 Debt repayments (2,815 ) (2,815 ) - Balance - October 31, 2018 $ 50,000 $ 50,000 $ 10,444 Less: current portion - - 10,444 Balance - net of current portion $ 50,000 $ 50,000 $ - i) On February 1, 2017: Principal of $50,000 with simple interest accrued at a rate of 12% per annum. Interest only payments due on the following: (i) $6,000 on each of July 1, 2018 and July 1, 2019 and interest and principal payment, $56,000 due on July 1, 2020. As at October 31, 2019, accrued interest of $4,444 (October 31, 2018 - $10,444) was incurred. ii) On October 1, 2017: Principal of $500,000 with simple interest accrued at a rate of 25% per annum. During the period ended October 31, 2018, this Company formalized this debt by way of a convertible promissory note (see note 11 (iii)). iii) On October 2, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $2,384 was incurred. This amount is owed to a director and officer of the Company. iv) On October 17, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $1,151 was incurred. This amount is owed to a key member of management. |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Convertible Promissory Notes | |
Schedule of convertible promissory note | Schedule of convertible promissory note Face Carrying Interest Balance - October 31, 2018 $ 1,343,171 $ 1,299,376 $ 454,775 Amortization of deferred financing costs 22,106 23,759 - Interest expense on long-term debt Interest accretion - - 2,154 Interest accretion - 5,502 - Repaid (265,277 ) (265,277 ) (137,889 ) Converted to common units (1,100,000 ) (1,063,360 ) (279,040 ) Balance - October 31, 2019 $ - $ - $ 40,000 Less: current portion - - 40,000 Balance - net of current portion $ - $ - $ - Transactions related to GR Unlimited’s convertible promissory notes during the period ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ 1,518,391 $ 1,394,582 $ 140,118 50% - November 7, 2017 (i) 300,000 300,000 - 50% - November 14, 2017 (ii) 190,000 190,000 - 50% - November 14, 2017 (ii) 125,000 125,000 - 50% - November 14, 2017 (ii) 90,000 90,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 50% - November 14, 2017 (ii) 70,000 70,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 50% - November 14, 2017 (ii) 25,000 25,000 - 25% - December 15, 2017 (iii) 1,000,000 1,000,000 - 12.5% - August 1, 2018 (vii) 57,500 57,500 - $ 3,425,891 $ 3,302,082 $ 140,118 Deferred financing costs (55,008 ) (55,008 ) - Amortization of deferred financing costs 52,286 52,286 - Interest expense on long-term debt - - 822,165 Fair value of conversion option - (298,000 ) - Interest accretion - 284,042 - Exchanged (50,000 ) (50,000 ) (7,500 ) Repaid (492,223 ) (492,223 ) (205,678 ) Converted to common units (1,537,775 ) (1,443,803 ) (294,330 ) Balance - October 31, 2018 $ 1,343,171 $ 1,299,376 $ 454,775 Less: current portion $ 265,277 $ 265,277 $ 454,775 Balance - net of current portion $ 1,077,894 $ 1,034,099 $ - |
Schedule of conversion option | Schedule of conversion option Risk-free interest rate 1.68 % Expected life 2.6 Expected volatility 70 % Share price $ 612 Units outstanding at time of conversion 10,000 Conversion price at time of conversion $ 1,000 - $1,500 |
Schedule of fair value of the conversion option was estimated | Schedule of fair value of the conversion option was estimated Risk-free interest rate 1.36 % Expected life 0.75 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 |
Schedule of unrestricted conversion option | Schedule of unrestricted conversion option Risk-free interest rate 1.36 % Expected life 0.75 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 |
Schedule of simple interest conversion option | Schedule of simple interest conversion option Risk-free interest rate 1.15 % Expected life 0.25 Expected volatility 60 % Share price $ 612 Conversion price at time of conversion $ 612 |
Schedule of valuation divided conversion option | Schedule of valuation divided conversion option Risk-free interest rate 1.41 % Expected life 0.92 Expected volatility 70 % Share price $ 612 Units outstanding at time of conversion 10,000 Conversion price at time of conversion $ 1,000 - $1,500 |
Schedule of simple interest accrued conversion option | Schedule of simple interest accrued conversion option Risk-free interest rate 1.27 % Expected life 0.47 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 |
Schedule of simple interest accrued one conversion option | Schedule of simple interest accrued one conversion option Risk-free interest rate 1.27 % Expected life 0.48 Expected volatility 70 % Share price $ 612 Conversion price at time of conversion $ 612 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Convertible Debentures | |
Convertible Debentures | Convertible Debentures Face Carrying Interest Balance - October 31, 2018 $ 1,029,314 $ 931,099 $ 7,758 Issued during the period 1,105,127 1,105,127 - Fair value of derivative liability - (232,925 ) - Issuance costs (38,064 ) (38,064 ) - Amortization of issuance costs 54,748 54,748 - Interest accretion - 147,693 - Interest expense - - 126,901 Interest payments - - (126,809 ) Effects of foreign exchange 27,931 27,931 - Balance - October 31, 2019 $ 2,179,056 $ 1,995,609 $ 7,850 Less: current portion 2,179,056 1,995,609 7,850 Balance - net of current portion $ - $ - $ - Transactions related to GR Unlimited’s convertible debentures during the year ended October 31, 2018, include the following: Face Carrying Interest Balance - October 31, 2017 $ - $ - $ - Issued during the period 1,141,060 1,141,060 7,758 Fair value of conversion option - (132,000 ) - Interest expense - 33,785 - Less: issuance costs (111,746 ) (111,746 ) - Balance - October 31, 2018 $ 1,029,314 $ 931,099 $ 7,758 Less: current portion - - 7,758 Balance - net of current portion $ 1,029,314 $ 931,099 $ - |
Schedule of allocated the proceeds from the issuance | Schedule of allocated the proceeds from the issuance Convertible debentures, principal 872,202 Derivative liability 232,925 $ 1,105,127 The fair value of the derivative liability was calculated by way of a Monte Carlo simulation which utilized Geometric Brownian Motion to simulate share prices over the term of the convertible debenture. Estimates included in the Monte Carlo simulation included a market interest rate of 20% and share price volatility of 126.9%. The estimated fair value of the derivative liability upon initial recognition was estimated to be CAD$316,151 ($232,925). As at October 31, 2019, the Company estimated the fair value of the derivative liability using the same methodologies as described above and an estimated market interest rate of 20% and a share price volatility of 105.4%. As at October 31, 2019, the estimated fair value of the derivative liability was CAD$164,053 ($124,660), and the change in the fair value since initial recognition of $121,811 has been included as income in the Company’s statement of loss and comprehensive loss. As at October 31, 2019, if the volatility, or discount rate used was increased by 10%, the impact would be an increase to the derivative of $5,000, with a corresponding increase to loss. (ii) During the period ended October 31, 2018, GR Unlimited issued a series of secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,141,060). This series of convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature twenty four months from the effective date of the agreement or December 1, 2018 if a change in ownership has not occurred. The debentures are secured by a general security agreement granting a security interest in all of GR Unlimited’s property and assets. The debentures can be converted by the holder into common units of GR Unlimited at a conversion price of CAD$0.44 per share. In the event of a default, the Conversion Price shall be reduced to CAD$0.05 per share. In connection with the issuance of the convertible debentures, GR Unlimited incurred issuance costs of $111,746. GR Unlimited has allocated the proceeds from the issuance of the convertible debentures as follows: Convertible debentures, principal 1,009,060 Conversion option 132,000 $ 1,141,060 |
Members_ Capital (Tables)
Members’ Capital (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of summarizes the common unit activities | Schedule of summarizes the common unit activities Number of Member’s Capital Balance, October 31, 2017 22,432,446 $ 100 Issued pursuant to conversion of promissory notes 9,159,871 2,152,134 Issued for cash proceeds (ii) and (ix) 4,932,236 1,525,345 Issued to service providers (i) and (xiii) 4,182,320 1,049,595 Issuance costs - (25,401 ) Balance, October 31, 2018 40,706,873 4,701,773 Issued pursuant to conversion of promissory notes (xii), (xiii) and (xiv) 5,465,877 1,451,400 Issued in connection with Technology License Agreement (xi) 6,600,000 1,574,761 Issued upon exercise of unit purchase Options (xv), (xvi) and (xvii) 4,202,429 1,218,784 Issued pursuant to Subscription Receipts (xviii) 3,771,023 913,698 Balance, October 31, 2019 60,746,202 $ 9,860,416 * The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Share Capital | |
Schedule of assumption | Schedule of assumption Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Warrants | |
Schedule of warrant activities | Schedule of warrant activities Number Weighted Average Balance - November 01, 2018 148,722 $ 7.39 Issued in connection with the Transaction (i, ii, vi, vii) 11,288,149 0.55 Issued pursuant to subscription receipts (iii, iv) 9,964,940 0.55 Issued in connection with convertible debentures (vii) 3,409,091 0.55 Issued to brokers (v) 757,125 0.44 Issued to terminate purchase agreement (viii) 2,148,117 0.44 Expired (131,539 ) (6.52 ) Issuance costs - - Balance - October 31, 2019 27,584,605 $ 0.53 |
Schedule of novicious subco warrants | Schedule of novicious subco warrants Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair Value of warrants contributed surplus | Schedule of fair Value of warrants contributed surplus Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants at the grant date based | Schedule of fair value of warrants at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants one at the grant date based | Schedule of fair value of warrants one at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of the GR broker warrants | Schedule of fair value of the GR broker warrants Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants as transaction costs | Schedule of fair value of warrants as transaction costs Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants two at grant date based | Schedule of fair value of warrants two at grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants three at grant date based | Schedule of fair value of warrants three at grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 101 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of warrants four at grant date based | Schedule of fair value of warrants four at grant date based Expected dividend yield Nil Risk-free interest rate 1.640 % Expected life 4.0 Expected volatility 101 %* * Based on the volatility of comparable publicly traded companies |
Schedule of warrant issued and outstanding | Schedule of warrant issued and outstanding Exercise Price Warrants Outstanding Remaining Contractual Life (Years) Expiry Date $ 14.00 17,183 0.08 November 30, 2019 $ 0.44 757,125 1.04 November 15, 2020 $ 0.55 21,253,089 1.04 November 15, 2020 $ 0.55 3,409,091 1.5 May 1, 2021 $ 0.44 2,148,177 3.66 June 28, 2023 27,584,665 1.13 |
Unit Purchase Options (Tables)
Unit Purchase Options (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Unit Purchase Options | |
Schedule of grant date based on the Black-Scholes pricing model | Schedule of grant date based on the Black-Scholes pricing model Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 5.5 Expected volatility 99 %* * Based on the volatility of comparable publicly traded companies |
Schedule of finance charge expense and was estimated | Schedule of finance charge expense and was estimated Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 2.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of income tax recovery | Schedule of income tax recovery 2019 2018 2017 Income (loss) before income taxes $ (9,476,934 ) $ (7,509,986 ) $ (302,397 ) Effective income tax rate (%) 27.25 27.60 27.60 % Expected income tax recovery $ (2,582,166 ) $ (2,072,756 ) $ (83,462 ) Loss (income) related to entities taxed as partnerships - 1,648,189 83,462 Temporary differences related to inventory valuation (142,025 ) (24,262 ) - Temporary differences related to start-up costs 99,029 - - Temporary differences related to Transaction costs 320,709 - - Non-deductible expenses 1,059,283 29,378 - Temporary differences related to cost of goods sold 172,517 245,410 - Unrealized gain on biological assets (134,720 ) (149,413 ) - Share issuance costs (13,457 ) - - Losses and other deductions for which no benefit has been recognized 1,220,830 323,454 - Income tax expense (recovery) $ - $ - $ - |
Schedule of Deferred Taxes | Schedule of Deferred Taxes Deferred tax assets 2019 2018 Start up costs $ 299,259 $ 200,231 Inventory 24,349 48,498 Biological asset fair value adjustment - (149,955 ) Net operating loss carry-forwards 2,307,529 335,701 Share issuance costs 10,226 - Transaction costs 331,164 - Allowance for doubtful accounts - 29,485 2,972,527 463,960 Deferred taxes not recognized (2,972,527 ) (463,960 ) Net deferred tax assets $ - $ - |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Stock Options | |
Schedule of fair value of options | Schedule of fair value of options Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 3.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of fair value of options at the grant date based | Schedule of fair value of options at the grant date based Expected dividend yield Nil Risk-free interest rate 1.710 % Expected life 3.0 Expected volatility 100 %* * Based on the volatility of comparable publicly traded companies |
Schedule of stock options were issued and outstanding | Schedule of stock options were issued and outstanding Exercise Price Stock Options Outstanding Remaining Contractual Life (Years) Expiry Date $ 0.44 150,000 2.08 November 30, 2021 $ 0.44 500,000 2.17 January 1, 2022 650,000 2.15 |
Changes in Non-cash Working C_2
Changes in Non-cash Working Capital (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Changes In Non-cash Working Capital | |
Schedule of non cash working capital | Schedule of non cash working capital 2019 2018 2017 Accounts receivable $ 98,828 $ (221,158 ) $ (31,750 ) Other receivable 20,645 (52,843 ) - Inventory and biological assets 1,174,678 (633,077 ) (367,518 ) Prepaid expenses and other assets 211,982 (136,129 ) (43,228 ) Accounts payable and accrued liabilities (887,903 ) 1,676,027 669,742 Due to employee/director - - 104,000 Unearned revenue 35,000 - - Interest payable (135,265 ) 614,264 154,978 Deferred rent (6,751 ) 6,344 24,912 $ 511,214 $ 1,253,428 $ 511,136 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosure (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule supplemental cash flow | Schedule supplemental cash flow 2019 2018 2017 Interest paid $ 310,217 $ 128,042 $ 7,414 Fair value of common shares and units issued for services 255,360 720,516 - Fair value of common shares issued as settlement of debt 121,587 500,000 - Purchase of property and equipment on account - - 37,025 Property and equipment acquired through convertible note payable - - 139,001 Conversion of notes payable to common units 1,342,400 1,909,134 - Prepayment of finance lease - - 4,712 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions 2019 2018 2017 Salaries and consulting fees $ 408,500 $ 533,568 $ 235,504 Share-based compensation $ 118,840 $ - $ - |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Financial Instruments | |
Schedule of exposure to credit risk | Schedule of exposure to credit risk October 31, October 31, Current $ 51,672 $ 129,157 1-30 days 500 114,821 31 days- older 176,147 115,373 Allowance for doubtful accounts (129,131 ) (106,443 ) $ 99,188 $ 252,908 |
Schedule of contractual maturities of financial liabilities | Schedule of contractual maturities of financial liabilities October 31, October 31, Balance, beginning of the year $ 106,443 $ - Additional allowance 121,793 111,528 Amounts collected (66,902 ) - Amounts used (32,203 ) (5,085 ) Balance, end of year $ 129,131 $ 106,443 |
Schedule of assets and liabilities denominated in US dollars | Schedule of assets and liabilities denominated in US dollars Year 1 Years 2-3 Accounts payable and accrued liabilities $ 1,526,855 $ 180,799 Current portion of long-term debt 150,000 - Convertible debentures 1,995,609 - Unearned revenue 35,000 - Interest payable 55,829 - Deferred rent - 24,505 Finance leases payable 129,876 12,329 Derivative liabilities 249,320 - $ 4,142,489 $ 217,633 |
Schedule of valuations for the asset or liability not based on observable market data | Schedule of valuations for the asset or liability not based on observable market data Amortized Cost FVTPL Total Financial Assets Cash and cash equivalents $ 74,926 $ - $ 74,926 Accounts receivable, net 99,188 - 99,188 Other receivable 35,235 - 35,235 Financial Liabilities Accounts payable and accrued liabilities $ 1,707,654 $ - $ 1,707,654 Finance lease payable 142,205 - 142,205 Convertible debentures 1,995,609 - 1,995,609 Short-term debt 150,000 - 150,000 Interest payable 55,829 - 55,829 Derivative liabilities - 249,320 249,320 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of General and administrative expenses | Schedule of General and administrative expenses 2019 2018 2017 Bad debt $ 54,892 $ 113,028 $ - Bank fees and foreign exchange 87,621 17,270 2,156 Business license and fees 42,930 35,904 19,362 Commissions - - 4,133 Consultants - - 9,088 Facility expense 184,774 215,922 123,703 Insurance 10,309 9,194 - Investor relations 127,248 - - Legal and professional 1,550,316 898,599 525,810 Marketing and promotion 209,470 302,401 90,673 Miscellaneous 89,036 56,491 - Office expense 83,509 36,535 30,845 Repairs and maintenance 18,702 4,243 - Research and development 28,250 5,233 - Salaries and benefits 1,938,022 791,518 200,274 Supplies 27,711 11,748 - Travel 185,570 159,848 43,611 Utilities 22,315 49,952 - General and administrative expenses $ 4,660,675 $ 2,707,886 $ 1,049,655 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of commitments | Schedule of commitments Fiscal Year Amount 2020 $ 144,412 2021 $ 12,880 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
Schedule of Geographical information activities | Schedule of Geographical information activities Revenue - Years ended October 31, 2019 2018 2017 $ $ $ United States 3,924,983 1,932,128 156,066 Canada - - - Total 3,924,983 $ 1,932,128 156,066 Long-term assets - Years ended October 31, 2019 2018 $ $ United States 1,499,514 2,496,574 Canada - - Total 1,499,514 2,496,574 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Oct. 31, 2019 | |
IfrsStatementLineItems [Line Items] | |
Schedule of non-controlling interest | Schedule of non-controlling interest October 31, October 31, 2018 Balance, beginning of year $ - $ - Net assets contributed 196,250 - Non-controlling interest’s 40% share of GRD Cali, LLC (153,762 ) - Non-controlling interest’s 40% share of Idalia, LLC (22,950 ) - Balance, end of year $ 19,538 $ - |
G R D Cali L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | Schedule of summarized financial information October 31, October 31, Current assets $ 93,460 $ - Long-term assets 41,642 - Current liabilities 25,801 - Advances from parent 73,705 - Net loss for the year $ 384,404 $ - |
Idalia L L C [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of summarized financial information | October 31, October 31, Current assets $ - $ - Long-term assets 13,248 - Current liabilities - - Advances from parent - - Net loss for the year $ 57,376 $ - |
Nature of Operations and Goin_2
Nature of Operations and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Nature Of Operations And Going Concern | |||
Net loss | $ 9,476,934 | $ 7,509,986 | $ 302,397 |
Accumulated Deficit | 17,112,605 | 7,812,383 | 302,397 |
Working capital deficit | $ 2,709,527 | $ 451,545 | $ 261,627 |
Reverse Takeover (Details)
Reverse Takeover (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
IfrsStatementLineItems [Line Items] | |||
Transaction costs | $ 3,453,790 | ||
Novicius Subco [Member] | |||
IfrsStatementLineItems [Line Items] | |||
100,000 common shares at a price of CAD$0.315 per share | 900,403 | ||
Net assets (liabilities) of the Company acquired | (604,107) | ||
Transaction costs | 1,504,510 | ||
Grown Rogue Canada [Member] | |||
IfrsStatementLineItems [Line Items] | |||
100,000 common shares at a price of CAD$0.315 per share | 23,860 | ||
Transaction costs | 856,059 | ||
Fair value of warrants of the Company issued (note 15vii) | 893,646 | ||
Total consideration transferred | 917,506 | ||
Net assets of Grown Rogue Canada acquired | $ 61,447 |
Reverse Takeover (Details Narra
Reverse Takeover (Details Narrative) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Reverse Takeover | |
Reverse Takeover description | Prior to close of the Transaction the Company completed a consolidation of its common shares on the basis of 1.4 pre-consolidated common shares for 1 post-consolidated common share. Upon close of the Transaction, the Company issued, in aggregate, 60,746,202 common shares to the GR Unlimited unitholders for all of the outstanding units of GR Unlimited, 100,000 common shares to a director of Grown Rogue Canada and 839,790 common shares to former debtholders of the Company. |
Cash transaction costs | $ 1,093,221 |
Significant Accounting Polici_4
Significant Accounting Policies and Significant Judgements (Details) | 12 Months Ended |
Oct. 31, 2019 | |
Fixtures and fittings [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 7 - 10 years on a straight line basis |
Computer equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 3 - 5 years on a straight line basis |
SHARE PURCHASE OPTIONS [Member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 5 - 10 years on a straight line basis |
Leasehold improvements [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization Useful life | 15 - 40 months on a straight line basis |
Significant Accounting Polici_5
Significant Accounting Policies and Significant Judgements (Details 1) | 12 Months Ended |
Oct. 31, 2019 | |
Advance receivable | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Loans and receivables |
Classification under IFRS 9 | Amortized cost |
Other Receivable [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Loans and receivables |
Classification under IFRS 9 | Amortized cost |
Cash And Cash Equivalent [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Loans and receivables |
Classification under IFRS 9 | Amortized cost |
Accounts Payable And Accrued Liabilitie [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Finance Lease Payable [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Convertible Promissory Notes [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Long Term Debts [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Interest Payables [member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Convertible Debentures [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Due To Employee Director [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | Other liabilities at amortized cost |
Classification under IFRS 9 | Amortized cost |
Derivative Liability [Member] | |
IfrsStatementLineItems [Line Items] | |
Classification under IAS 39 | FVTPL |
Classification under IFRS 9 | FVTPL |
Biological Assets (Details)
Biological Assets (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Beginning Balance | $ 149,617 | $ 10,436 |
Add: Purchased cannabis plants | 308,324 | 521,949 |
Change in fair value less costs to sell due to biological transformation | 486,354 | 541,352 |
Transferred to inventory upon harvest | (1,226,565) | (924,120) |
Allocation of operational overhead | 438,859 | |
Ending Balance | $ 156,589 | $ 149,617 |
Biological Assets (Details 1)
Biological Assets (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Estimated selling price per lb | $ 840 | $ 591 |
Impact of change in estimated selling price | $ 37,747 | $ 39,702 |
Estimated stage of growth | 60% | 72% |
Impact of change in estimated stage of growth | $ 30,970 | $ 31,658 |
Estimated flower yield per harvest (lb) | $ 263 | $ 278 |
Impact of change in estimated flower yield | $ 30,970 | $ 31,358 |
Inventory (Details)
Inventory (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 |
Inventory | $ 940,715 | $ 1,380,101 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Inventory raw materials | $ 27,860 | $ 46,802 | |
Inventory work in progress | 819,675 | 823,730 | |
Inventory finished goods | 93,180 | 509,569 | |
Inventory expenses | $ 2,935,934 | $ 1,889,229 | $ 151,663 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | $ 2,078,881 | $ 1,035,122 |
Additions | 397,017 | 1,055,874 |
Disposals | (189,086) | (12,115) |
Transfers | ||
Property and equipment, ending | 2,286,812 | 2,078,881 |
Accumulated amortization property and equipment, beginning | 502,960 | 45,926 |
Accumulated amortization Transfer | ||
Amortization for the period | 318,935 | 460,046 |
Accumulated Amortization Disposals | (3,012) | |
Accumulated amortization property and equipment, ending | 821,895 | 502,960 |
Net Book Value | 1,464,917 | 1,575,921 |
Fixtures and fittings [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 750 | |
Additions | ||
Disposals | ||
Transfers | (750) | |
Property and equipment, ending | ||
Accumulated amortization property and equipment, beginning | 6 | |
Accumulated amortization Transfer | (6) | |
Amortization for the period | ||
Accumulated Amortization Disposals | ||
Accumulated amortization property and equipment, ending | ||
Net Book Value | ||
Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 75,883 | 2,230 |
Additions | 50,481 | 73,653 |
Disposals | (70,403) | |
Transfers | ||
Property and equipment, ending | 55,961 | 75,883 |
Accumulated amortization property and equipment, beginning | 1,907 | 145 |
Accumulated amortization Transfer | ||
Amortization for the period | 17,794 | 1,762 |
Accumulated Amortization Disposals | ||
Accumulated amortization property and equipment, ending | 19,701 | 1,907 |
Net Book Value | 36,260 | 73,976 |
SHARE PURCHASE OPTIONS [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 357,115 | 169,403 |
Additions | 86,483 | 199,827 |
Disposals | (12,115) | |
Transfers | ||
Property and equipment, ending | 443,598 | 357,115 |
Accumulated amortization property and equipment, beginning | 71,157 | 13,133 |
Accumulated amortization Transfer | ||
Amortization for the period | 61,322 | 61,036 |
Accumulated Amortization Disposals | (3,012) | |
Accumulated amortization property and equipment, ending | 132,479 | 71,157 |
Net Book Value | 311,119 | 285,958 |
Construction in progress [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 578,158 | 536,008 |
Additions | 17,308 | 772,746 |
Disposals | (118,683) | |
Transfers | (730,596) | |
Property and equipment, ending | 476,783 | 578,158 |
Accumulated amortization property and equipment, beginning | ||
Accumulated amortization Transfer | ||
Amortization for the period | ||
Accumulated Amortization Disposals | ||
Accumulated amortization property and equipment, ending | ||
Net Book Value | 476,783 | 578,158 |
Leasehold improvements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Property and equipment, beginning | 1,067,725 | 326,731 |
Additions | 242,745 | 9,648 |
Disposals | ||
Transfers | 731,346 | |
Property and equipment, ending | 1,310,470 | 1,067,725 |
Accumulated amortization property and equipment, beginning | 429,896 | 32,642 |
Accumulated amortization Transfer | 6 | |
Amortization for the period | 239,819 | 397,248 |
Accumulated Amortization Disposals | ||
Accumulated amortization property and equipment, ending | 669,715 | 429,896 |
Net Book Value | $ 640,755 | $ 637,829 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Cost of sales [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization expense | $ 129,202 |
Biological assets [member] | |
IfrsStatementLineItems [Line Items] | |
Amortization expense | 18,365 |
Inventory [Member] | |
IfrsStatementLineItems [Line Items] | |
Amortization expense | $ 108,073 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) | Oct. 31, 2019 USD ($) | Oct. 31, 2019 CAD ($) | Oct. 31, 2018 USD ($) |
Accrued liabilities | $ 180,799 | $ 100,435 | $ 0 |
Finance lease liabilities (Deta
Finance lease liabilities (Details) - USD ($) | 12 Months Ended | ||
Nov. 07, 2017 | Oct. 31, 2019 | Oct. 31, 2018 | |
IfrsStatementLineItems [Line Items] | |||
Future minimum lease payments | $ 142,205 | $ 196,814 | |
Interest | $ 15,000 | 15,086 | 33,842 |
Total | 157,291 | 230,656 | |
Later than one year [member] | |||
IfrsStatementLineItems [Line Items] | |||
Future minimum lease payments | 129,876 | 99,134 | |
Interest | 14,535 | 25,762 | |
Total | 144,411 | 124,896 | |
Later than one year and not later than five years [member] | |||
IfrsStatementLineItems [Line Items] | |||
Future minimum lease payments | 12,329 | 97,680 | |
Interest | 551 | 8,080 | |
Total | $ 12,880 | $ 105,760 |
Finance Leases Payable (Details
Finance Leases Payable (Details Narrative) - USD ($) | Oct. 31, 2019 | Feb. 20, 2019 | Oct. 31, 2018 | Jan. 15, 2018 | Nov. 08, 2017 | Nov. 07, 2017 | Jul. 28, 2017 |
Lease equipment at a cost | $ 62,516 | $ 158,193 | $ 134,289 | ||||
Monthly payments | $ 3,220 | $ 20,833 | $ 5,630 | $ 12,500 | $ 4,778 | ||
Finance lease | $ 187,886 | $ 218,275 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | ||
IfrsStatementLineItems [Line Items] | |||
Balance - net of current portion | $ 50,000 | ||
Face Value [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 50,000 | 552,173 | |
Long term debt issued | [1] | 50,000 | |
Long term debt issued | [2] | 50,000 | |
Interest expense on long-term debt | |||
Debt repayments | (2,815) | ||
Ending Balance | 150,000 | 50,000 | |
Less: current portion | 150,000 | ||
Balance - net of current portion | 50,000 | ||
Amortization of deferred financing costs | 642 | ||
Settled in exchange for convertible promissory note | (500,000) | ||
Carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 50,000 | 552,173 | |
Long term debt issued | [1] | 50,000 | |
Long term debt issued | [2] | 50,000 | |
Interest expense on long-term debt | |||
Debt repayments | (2,815) | ||
Ending Balance | 150,000 | 50,000 | |
Less: current portion | 150,000 | ||
Balance - net of current portion | 50,000 | ||
Amortization of deferred financing costs | 642 | ||
Settled in exchange for convertible promissory note | (500,000) | ||
Interests Payable [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 10,444 | 14,860 | |
Long term debt issued | [1] | ||
Long term debt issued | [2] | ||
Interest expense on long-term debt | 9,535 | 6,000 | |
Debt repayments | (12,000) | ||
Ending Balance | 7,979 | 10,444 | |
Less: current portion | 7,979 | 10,444 | |
Balance - net of current portion | |||
Amortization of deferred financing costs | |||
Settled in exchange for convertible promissory note | $ (10,416) | ||
[1]On October 2, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $2,384 was incurred. This amount is owed to a director and officer of the Company.[2]On October 17, 2019: Principal of $50,000 with simple interest accrued at a rate of 60% per annum and a maturity of 90 days. As at October 31, 2019, accrued interest of $1,151 was incurred. This amount is owed to a key member of management. |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2018 | |
IfrsStatementLineItems [Line Items] | |||
Convertible Promissory Notes, beginning | $ 265,277 | ||
Convertible Promissory Notes, ending | $ 265,277 | ||
Balance - net of current portion | $ 100,000 | ||
Face Value [member] | |||
IfrsStatementLineItems [Line Items] | |||
Convertible Promissory Notes, beginning | 1,343,171 | 1,518,391 | |
Amortization of deferred financing costs | 22,106 | 52,286 | |
Interest expense on long-term debt Interest accretion | |||
Interest accretion | |||
Repaid | (265,277) | (492,223) | |
Converted to common units | (1,100,000) | (1,537,775) | |
Convertible Promissory Notes, ending | 1,343,171 | ||
Less: current portion | 265,277 | ||
Balance - net of current portion | 1,077,894 | ||
Borrowing cost incurred | 3,425,891 | ||
Deferred financing costs | (55,008) | ||
Fair value of conversion option | |||
Exchanged | (50,000) | ||
Face Value [member] | Fifty Percent November 7, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 300,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 190,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 One [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 125,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 Two [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 90,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 Three [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 Four [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 70,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 Five [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Face Value [member] | Fifty Percent November 14, 2017 Six [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Face Value [member] | Twenty Five Percent December 152017 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 1,000,000 | ||
Face Value [member] | Twelve Percent August 1, 2018 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 57,500 | ||
Carrying amount [member] | |||
IfrsStatementLineItems [Line Items] | |||
Convertible Promissory Notes, beginning | 1,299,376 | 1,394,582 | |
Amortization of deferred financing costs | 23,759 | 52,286 | |
Interest expense on long-term debt Interest accretion | |||
Interest accretion | 5,502 | 284,042 | |
Repaid | (265,277) | (492,223) | |
Converted to common units | (1,063,360) | (1,443,803) | |
Convertible Promissory Notes, ending | 1,299,376 | ||
Less: current portion | 265,277 | ||
Balance - net of current portion | 1,034,099 | ||
Borrowing cost incurred | 3,302,082 | ||
Deferred financing costs | (55,008) | ||
Fair value of conversion option | (298,000) | ||
Exchanged | (50,000) | ||
Carrying amount [member] | Fifty Percent November 7, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 300,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 190,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 One [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 125,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 Two [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 90,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 Three [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 Four [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 70,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 Five [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Carrying amount [member] | Fifty Percent November 14, 2017 Six [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 25,000 | ||
Carrying amount [member] | Twenty Five Percent December 152017 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 1,000,000 | ||
Carrying amount [member] | Twelve Percent August 1, 2018 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | 57,500 | ||
Interest Payables [member] | |||
IfrsStatementLineItems [Line Items] | |||
Convertible Promissory Notes, beginning | 454,775 | 140,118 | |
Amortization of deferred financing costs | |||
Interest expense on long-term debt Interest accretion | 2,154 | 822,165 | |
Interest accretion | |||
Repaid | (137,889) | (205,678) | |
Converted to common units | (279,040) | (294,330) | |
Convertible Promissory Notes, ending | 40,000 | 454,775 | |
Less: current portion | 40,000 | 454,775 | |
Balance - net of current portion | |||
Borrowing cost incurred | 140,118 | ||
Deferred financing costs | |||
Fair value of conversion option | |||
Exchanged | (7,500) | ||
Interest Payables [member] | Fifty Percent November 7, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 One [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 Two [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 Three [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 Four [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 Five [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Fifty Percent November 14, 2017 Six [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interest Payables [member] | Twenty Five Percent December 152017 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred | |||
Interests Payable [Member] | Twelve Percent August 1, 2018 [member] | |||
IfrsStatementLineItems [Line Items] | |||
Borrowing cost incurred |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details 1) - Conversion Option [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.68% |
Expected life | 2 years 7 months 6 days |
Expected volatility | 70% |
Share price | shares | 612 |
Units outstanding at time of conversion | $ | $ 10,000 |
Conversion price at time of conversion | 1,000 - $1,500 |
Convertible Promissory Notes _3
Convertible Promissory Notes (Details 2) - Conversion Option One [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.36% |
Expected life | 9 months |
Expected volatility | 70% |
Share price | shares | 612 |
Conversion price at time of conversion | $ | $ 612 |
Convertible Promissory Notes _4
Convertible Promissory Notes (Details 3) - Conversion Option Two [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.36% |
Expected life | 9 months |
Expected volatility | 70% |
Share price | shares | 612 |
Conversion price at time of conversion | $ | $ 612 |
Convertible Promissory Notes _5
Convertible Promissory Notes (Details 4) - Conversion Option Three [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.15% |
Expected life | 3 months |
Expected volatility | 60% |
Share price | shares | 612 |
Conversion price at time of conversion | $ | $ 612 |
Convertible Promissory Notes _6
Convertible Promissory Notes (Details 5) - Conversion Option Four [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.41% |
Expected life | 11 months 1 day |
Expected volatility | 70% |
Share price | shares | 612 |
Units outstanding at time of conversion | $ | $ 10,000 |
Conversion price at time of conversion | 1,000 - $1,500 |
Convertible Promissory Notes _7
Convertible Promissory Notes (Details 6) - Conversion Option Five [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.27% |
Expected life | 5 months 19 days |
Expected volatility | 70% |
Share price | shares | 612 |
Conversion price at time of conversion | $ | $ 612 |
Convertible Promissory Notes _8
Convertible Promissory Notes (Details 7) - Conversion Option Six [Member] | 12 Months Ended |
Oct. 31, 2019 USD ($) shares | |
IfrsStatementLineItems [Line Items] | |
Risk-free interest rate | 1.27% |
Expected life | 5 months 23 days |
Expected volatility | 70% |
Share price | shares | 612 |
Conversion price at time of conversion | $ | $ 612 |
Convertible Promissory Notes _9
Convertible Promissory Notes (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 07, 2017 | Oct. 01, 2017 | Mar. 31, 2018 | Jul. 26, 2017 | Oct. 31, 2019 | Oct. 31, 2018 | Feb. 20, 2019 | Jun. 15, 2018 | Jun. 01, 2018 | Jan. 31, 2018 | Jan. 15, 2018 | Dec. 15, 2017 | Nov. 14, 2017 | Nov. 08, 2017 | Oct. 31, 2017 | Oct. 23, 2017 | Oct. 20, 2017 | Jul. 28, 2017 | Jun. 01, 2017 | Feb. 01, 2017 | |
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 300,000 | $ 1,000,000 | $ 1,000,000 | $ 550,000 | ||||||||||||||||
Accrued at a rate | 50% | 25% | 50% | |||||||||||||||||
Monthly installments | $ 12,500 | $ 3,220 | $ 20,833 | $ 5,630 | $ 4,778 | |||||||||||||||
Interest payment | $ 15,000 | $ 15,086 | $ 33,842 | |||||||||||||||||
Outstanding principal amount | $ 10,000 | |||||||||||||||||||
Repayment of principal amount | 107,777 | 442,223 | ||||||||||||||||||
Accrued interest | 127,915 | |||||||||||||||||||
Gross monthly compensation | 10,000 | |||||||||||||||||||
Unpaid interest | $ 25,000 | |||||||||||||||||||
President And C E O [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 250,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Interest payment | $ 15,000 | |||||||||||||||||||
Unpaid interest | $ 46,250 | |||||||||||||||||||
Convertible promissory notes description | The conversion price represents an amount equal to the applicable conversion valuation divided by the number of units outstanding at the time of conversion. The Conversion valuation represents the following a) $10,000,000 if the holder converts the note within 6 months of the effective date of the note and b) $15,000,000 if the holder converts the note after 6 months of the effective date of the note, but prior to the note’s maturity. As at October 31, 2017, accrued interest of $10,274 was incurred. | |||||||||||||||||||
G R Unlimited [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Accrued interest | 248,958 | |||||||||||||||||||
Description of unit | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Accrued interest | 105,556 | |||||||||||||||||||
Debt Amount | 500,000 | |||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | |||||||||||||||||||
Accrued at a rate | 15% | |||||||||||||||||||
Accrued interest | 26,219 | |||||||||||||||||||
Convertible Promissory Notes One [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | $ 100,000 | ||||||||||||||||||
Accrued at a rate | 15% | |||||||||||||||||||
Accrued interest | 22,438 | $ 11,209 | ||||||||||||||||||
Unpaid interest | $ 20,465 | |||||||||||||||||||
Convertible Non Negotiable Promissory Note [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | 10,000,000 | 15,000,000 | $ 637,775 | $ 637,775 | ||||||||||||||||
Accrued at a rate | 25% | |||||||||||||||||||
Monthly installments | $ 30,000 | |||||||||||||||||||
Accrued interest | 922 | |||||||||||||||||||
Unpaid interest | 146,157 | |||||||||||||||||||
Convertible Promissory Notes Two [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Accrued interest | 40,000 | $ 40,000 | ||||||||||||||||||
Convertible Promissory Notes Three [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 50,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Accrued interest | $ 548 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Convertible debt | 15,000,000 | |||||||||||||||||||
Consultant One [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 300,000 | |||||||||||||||||||
Convertible debt | $ 18,000,000 | |||||||||||||||||||
G R U Properties L L C [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Accrued interest | $ 140,000 | |||||||||||||||||||
Convertible promissory notes description | convertible promissory note has the unrestricted right, at the holder’s option to convert a maximum of $125,000 of the outstanding balances into common units of GR Unlimited at a price per unit agreed upon by GR Unlimited and the holder, or if a conversion price per unit cannot be agreed upon, the price per unit will be determined by appraisal. The right to convert may be exercised after the extended maturity date of the convertible promissory note. The number of common shares into which the convertible promissory notes may or will be converted shall be determined by dividing the unpaid principal balance, together with all accrued and unpaid interest thereon, by the conversion price. On January 31, 2018, $50,000 of the outstanding principal was repaid and the remaining principal of $50,000 was extended to August 1, 2018. In addition, $7,406 of accrued and unpaid interest was converted into 52.06 common units of GR Unlimited (198,214 common shares of the Company) as described in note 13(xiv). On August 1, 2018, the holder of the convertible promissory note accepted a new convertible promissory note in the amount of $57,500 in exchange for the current note and $7,500 of accrued interest. The new convertible promissory note has a maturity date to August 1, 2019, with interest at 12.5% per annum, payable monthly. During the year ended October 31, 2019, the principal and accrued interest was paid in full. As at October 31, 2018, accrued interest of $1,197 (2017 - $13,185) was incurred. | |||||||||||||||||||
G R U Properties L L C One [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Accrued interest | $ 140,000 | |||||||||||||||||||
Convertible promissory notes description | convertible promissory note has the unrestricted right, at the holder’s option to convert a maximum of $125,000 of the outstanding balances into common units of the GR Unlimited at a price per unit agreed upon by GR Unlimited and the holder, or if a conversion price per unit cannot be agreed upon, the price per unit will be determined by appraisal. The right to convert may be exercised after the extended maturity date of the convertible promissory note. The number of common shares into which the convertible promissory notes may or will be converted shall be determined by dividing the unpaid principal balance, together with all accrued and unpaid interest thereon, by the conversion price. As at October 31, 2017, accrued interest of $13,185 was incurred. On January 31, 2018, the principle of $100,000 and unpaid interest of $50,000 were converted into 89.8 common units of GR Unlimited (462,500 common shares of the Company) as described in note 13(v). | |||||||||||||||||||
G R U Properties L L C Two [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Principal Amount | $ 100,000 | |||||||||||||||||||
Accrued at a rate | 50% | |||||||||||||||||||
Accrued interest | $ 13,185 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 12 Months Ended | |||
Nov. 07, 2017 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
IfrsStatementLineItems [Line Items] | ||||
Interest expense | $ 15,000 | $ 15,086 | $ 33,842 | |
Effects of foreign exchange | 153,003 | |||
Face Value [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Beginning balance | 1,029,314 | |||
Issued during the period | 1,105,127 | 1,141,060 | ||
Fair value of derivative liability | ||||
Issuance costs | (38,064) | (111,746) | ||
Amortization of issuance costs | 54,748 | |||
Interest accretion | ||||
Interest expense | ||||
Interest payments | ||||
Effects of foreign exchange | 27,931 | |||
Ending balance | 2,179,056 | 1,029,314 | ||
Less: current portion | 2,179,056 | |||
Balance - net of current portion | 1,029,314 | |||
Fair value of conversion option | ||||
Carrying amount [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Beginning balance | 931,099 | |||
Issued during the period | 1,105,127 | 1,141,060 | ||
Fair value of derivative liability | (232,925) | |||
Issuance costs | (38,064) | (111,746) | ||
Amortization of issuance costs | 54,748 | |||
Interest accretion | 147,693 | |||
Interest expense | 33,785 | |||
Interest payments | ||||
Effects of foreign exchange | 27,931 | |||
Ending balance | 1,995,609 | 931,099 | ||
Less: current portion | 1,995,609 | |||
Balance - net of current portion | 931,099 | |||
Fair value of conversion option | (132,000) | |||
Interest Payables [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Beginning balance | 7,758 | |||
Issued during the period | 7,758 | |||
Fair value of derivative liability | ||||
Issuance costs | ||||
Amortization of issuance costs | ||||
Interest accretion | ||||
Interest expense | 126,901 | |||
Interest payments | (126,809) | |||
Effects of foreign exchange | ||||
Ending balance | 7,850 | 7,758 | ||
Fair value of conversion option | ||||
Interests Payable [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Less: current portion | 7,850 | 7,758 | ||
Balance - net of current portion |
Convertible Debentures (Detai_2
Convertible Debentures (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Convertible Debentures | ||
Convertible debentures, principal | $ 872,202 | $ 1,009,060 |
Conversion option | 232,925 | 132,000 |
Total | $ 1,105,127 | $ 1,141,060 |
Convertible debentures description | Company issued secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,105,127). The convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature on August 10, 2020. The debentures will be secured by a general security agreement granting a security interest in the Company’s property and assets. The debentures can be converted by the holder into common shares of the Company at a conversion price of CAD$0.44 per share. If at any time while the debentures are outstanding, the Company issues securities at a price per security lower than CAD$0.44 per share, the conversion price for any unconverted portion of the convertible debentures will be reduced to such lower price per security. If within 90 days of the issuance of the convertible debentures, the Company fails to complete a Qualified Financing of not less than CAD$1,000,000, the conversion price of the convertible debentures will be adjusted to CAD$0.30. If any common shares of the company are issued or sold for a price less than $0.44 per common share the conversion price will be adjusted downward to the price of such issuance. The adjustment to the conversion price is considered a derivative as it changes in relation to the share price of the Company and does not meet the fixed for fixed criteria. In connection with the issuance of the convertible debentures, the Company paid issuance costs of $47,975. The Company also issued 3,409,091 warrants to the convertible debenture holders, as described in note 15(vi), the fair value of was estimated to be $Nil. Of the total debt issuance costs of $47,975, $10,165 has been allocated to the derivative liability and included as expenses in the statement of loss and comprehensive loss. | GR Unlimited issued a series of secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,141,060). This series of convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature twenty four months from the effective date of the agreement or December 1, 2018 if a change in ownership has not occurred. The debentures are secured by a general security agreement granting a security interest in all of GR Unlimited’s property and assets. The debentures can be converted by the holder into common units of GR Unlimited at a conversion price of CAD$0.44 per share. In the event of a default, the Conversion Price shall be reduced to CAD$0.05 per share. In connection with the issuance of the convertible debentures, GR Unlimited incurred issuance costs of $111,746. |
Convertible Debentures (Detai_3
Convertible Debentures (Details Narrative) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Convertible Debentures | ||
Convertible debentures description | Company issued secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,105,127). The convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature on August 10, 2020. The debentures will be secured by a general security agreement granting a security interest in the Company’s property and assets. The debentures can be converted by the holder into common shares of the Company at a conversion price of CAD$0.44 per share. If at any time while the debentures are outstanding, the Company issues securities at a price per security lower than CAD$0.44 per share, the conversion price for any unconverted portion of the convertible debentures will be reduced to such lower price per security. If within 90 days of the issuance of the convertible debentures, the Company fails to complete a Qualified Financing of not less than CAD$1,000,000, the conversion price of the convertible debentures will be adjusted to CAD$0.30. If any common shares of the company are issued or sold for a price less than $0.44 per common share the conversion price will be adjusted downward to the price of such issuance. The adjustment to the conversion price is considered a derivative as it changes in relation to the share price of the Company and does not meet the fixed for fixed criteria. In connection with the issuance of the convertible debentures, the Company paid issuance costs of $47,975. The Company also issued 3,409,091 warrants to the convertible debenture holders, as described in note 15(vi), the fair value of was estimated to be $Nil. Of the total debt issuance costs of $47,975, $10,165 has been allocated to the derivative liability and included as expenses in the statement of loss and comprehensive loss. | GR Unlimited issued a series of secured convertible debentures with aggregate principal of CAD$1,500,000 ($1,141,060). This series of convertible debentures bear interest at 2% quarterly payable on the last day of March, June, September, and December. The convertible debentures mature twenty four months from the effective date of the agreement or December 1, 2018 if a change in ownership has not occurred. The debentures are secured by a general security agreement granting a security interest in all of GR Unlimited’s property and assets. The debentures can be converted by the holder into common units of GR Unlimited at a conversion price of CAD$0.44 per share. In the event of a default, the Conversion Price shall be reduced to CAD$0.05 per share. In connection with the issuance of the convertible debentures, GR Unlimited incurred issuance costs of $111,746. |
Members' Capital (Details)
Members' Capital (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 | ||
Reserve Quantities [Line Items] | ||||||
Balance - October 31, 2018 | $ (1,427,646) | $ (247,605) | $ (302,297) | |||
Issued to service providers, shares | 529,335 | 534,294 | 3,209,386 | |||
Balance - October 31, 2019 | $ (1,427,646) | $ (247,605) | ||||
G R Unlimited [Member] | ||||||
Reserve Quantities [Line Items] | ||||||
Beginning balance, shares | [1] | 60,746,202 | 40,706,873 | 22,432,446 | ||
Balance - October 31, 2018 | $ 9,860,416 | $ 4,701,773 | $ 100 | |||
Issued pursuant to conversion of promissory notes, shares | [1] | 5,465,877 | 9,159,871 | |||
Issued pursuant to conversion of promissory notes | $ 1,451,400 | $ 2,152,134 | ||||
Issued for cash proceeds, shares | [1] | 4,932,236 | ||||
Issued for cash proceeds | $ 1,525,345 | |||||
Issued to service providers, shares | [1] | 4,182,320 | ||||
Issued to service providers | $ 1,049,595 | |||||
Issuance costs | $ (25,401) | |||||
Issued in connection with Technology License Agreement, shares | [1] | 6,600,000 | ||||
Issued in connection with Technology License Agreement | 1,574,761 | |||||
Issued upon exercise of unit purchase Options, shares | [1] | 4,202,429 | ||||
Issued upon exercise of unit purchase Options | $ 1,218,784 | |||||
Issued pursuant to Subscription Receipts, shares | [1] | 3,771,023 | ||||
Issued pursuant to Subscription Receipts | $ 913,698 | |||||
Ending balance, shares | [1] | 60,746,202 | 40,706,873 | |||
Balance - October 31, 2019 | $ 9,860,416 | $ 4,701,773 | ||||
[1]The number of common shares per the table above represents the number of common shares exchanged for the common units, Seed Round Preferred Units and Incentive Units in connection with completion of the Transaction. |
Members_ Capital (Details Narra
Members’ Capital (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2018 | Jun. 15, 2018 | Jun. 01, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Jan. 26, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Aug. 01, 2018 | Nov. 27, 2017 | |
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 385,417 | |||||||||
Principal amount | $ 100,000 | |||||||||
Accrued and unpaid interest | $ 25,000 | |||||||||
Uncertified common units | 74.8 | |||||||||
G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 60,746,202 | 6,600,000 | ||||||||
Loss on impairment | $ 1,574,761 | |||||||||
Subscription Description | GR Unlimited issued and sold on a subscription receipt basis, 3,771,023 units (the “GR Units”) containing one Common Unit and one GR Unlimited purchase warrant (the “GR Warrant”) for gross proceeds of CAD$1,646,050 ($1,274,516), of which $360,818 was allocated to the GR Warrants. Upon close of the Transaction, the GR Units were automatically converted into 3,771,023 common units of GR Unlimited (3,771,023 common shares of the Company) and 3,771,023 warrants of GR Unlimited (3,771,023 warrants of the Company). | |||||||||
Convertible Promissory Note [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 4,350,823 | 1,644,188 | 174,079 | |||||||
Principal amount | $ 100,000 | $ 100,000 | $ 637,775 | $ 250,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||
Accrued and unpaid interest | $ 20,465 | $ 20,465 | $ 146,157 | $ 46,250 | $ 6,458 | |||||
Uncertified common units | 115 | 115 | 922.70 | 332.4 | 34 | |||||
Interest rate | 30% | |||||||||
Convertible Promissory Note [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 485,379 | |||||||||
Principal amount | $ 100,000 | |||||||||
Accrued and unpaid interest | $ 22,438 | |||||||||
Uncertified common units | 126.13 | |||||||||
Two Convertible Promissory Note [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 462,500 | |||||||||
Principal amount | $ 100,000 | |||||||||
Second Convertible Promissory Note [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Principal amount | $ 50,000 | |||||||||
Uncertified common units | 89.8 | |||||||||
Convertible Promissory Note One [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Principal amount | $ 225,000 | $ 225,000 | $ 300,000 | |||||||
Uncertified common units | 190.8 | 190.8 | 285.70 | |||||||
Convertible Promissory Notes One [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 925,000 | 1,585,714 | ||||||||
Convertible Promissory Notes One [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 4,782,284 | |||||||||
Principal amount | $ 1,000,000 | |||||||||
Accrued and unpaid interest | $ 248,958 | |||||||||
Uncertified common units | 1,144.15 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 557,151 | |||||||||
Convertible Promissory Notes Two [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Principal amount | $ 50,000 | |||||||||
Accrued and unpaid interest | $ 7,644 | |||||||||
Uncertified common units | 52.06 | |||||||||
Ordinary shares [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Common units, authorized | 20,000 | |||||||||
Preference shares [member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Common units, authorized | 750 | |||||||||
Preference shares [member] | Subscription Agreement [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Purchase price | $ 1,773 | |||||||||
Number of common shares issued | 4,007,236 | |||||||||
Proceeds for units | $ 1,300,345 | |||||||||
Incentive Units [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Issuance of shares | 300 | |||||||||
Common Units [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 1,475,179 | |||||||||
Common Unit [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 2,000,000 | |||||||||
Common Unit 1 [Member] | G R Unlimited [Member] | ||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||
Number of common shares issued | 727,250 |
Share Capital (Details)
Share Capital (Details) | 12 Months Ended | |
Oct. 31, 2019 | ||
Share Capital | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Reserve Quantities [Line Items] | ||||
Common shares outstanding | 3,773,689 | |||
Number of common shares issued | 385,417 | |||
Loss on debt settlement | $ (4,942) | |||
Novicius Subco [Member] | ||||
Reserve Quantities [Line Items] | ||||
Share Capital description | Company assigned CAD$369,508 ($279,888) of indebtedness to Novicius Subco which was subsequently converted (the “Debt Conversion”) into 839,790 units of Novicius Subco at CAD$0.44 per unit (the “Debt Conversion Units”). Each Debt Conversion Unit was comprised of one common share of Novicius Subco (a “Debt Conversion Share”) and one Novicius Subco purchase warrant (“Novicius Subco Warrants”). In accordance with the Definitive Agreement, upon close of the Transaction, the Debt Conversion Shares were exchanged for 839,790 common shares of the Company and the 839,790 Novicius Subco Warrants were exchanged, without additional consideration or action, for the same number of warrants of the Company. Of the deemed proceeds of the Debt Conversion Units of $279,888 related to the assigned indebtedness, $200,651 were assigned to the common shares of Novicius Subco and $79,237 were allocated to the Novicius Subco Warrants. | |||
Grown Rogue Canada [Member] | ||||
Reserve Quantities [Line Items] | ||||
Share Capital description | Grown Rogue Canada, completed a brokered private placement of 6,193,917 subscription receipts (the “Brokered Subscription Receipts”) for gross proceeds of CAD$2,725,323 ($2,064,377). Under its terms, each Brokered Subscription Receipt is automatically converted and immediately cancelled, without any further action by the holder of such Brokered Subscription Receipt, and for no additional consideration, into one unit of Grown Rogue Canada (the “Grown Rogue Canada Units”) upon the satisfaction of the following conditions, among others: (a) the completion of the acquisition of all outstanding units of Grown Rogue by the Company; (b) requisite shareholder and regulatory approvals of the Transaction including, but not limited to, conditional approval of the Exchange for the listing of the Shares issuable in connection thereto; and (c) all documents and instruments have been tabled for the concurrent closing of the Transaction (the “Closing”). Each Grown Rogue Canada Unit consists of one share in the capital of Grown Rogue Canada (the “Grown Rogue Canada Shares”) and one Grown Rogue Canada common share purchase warrant (the “Grown Rogue Canada Warrants”).The Grown Rogue Canada Shares and Grown Rogue Canada Warrants issued upon conversion of the Brokered Subscription Receipts were immediately exchanged, without additional consideration or action, for common shares and warrants of the Company upon close of the Transaction. Of the gross proceeds of $2,064,377, $584,430 was allocated to the Grown Rogue Canada Warrants. | |||
Cash commissions and expenses | $ 200,567 | |||
Transaction cost | $ 63,311 | |||
G R Unlimited [Member] | ||||
Reserve Quantities [Line Items] | ||||
Number of common shares issued | 60,746,202 | 6,600,000 | ||
G R Unlimited [Member] | Director [Member] | ||||
Reserve Quantities [Line Items] | ||||
Number of common shares issued | 100,000 | |||
Fair value of common shares | $ 23,860 | |||
G R Unlimited [Member] | Director [Member] | Various Service Agreements [Member] | ||||
Reserve Quantities [Line Items] | ||||
Number of common shares issued | 1,035,500 | |||
Fair value of common shares | $ 255,360 | |||
G R Unlimited [Member] | Director [Member] | Various Debt Settlement Agreements [Member] | ||||
Reserve Quantities [Line Items] | ||||
Number of common shares issued | 530,818 | |||
Fair value of common shares | $ 121,587 | |||
Loss on debt settlement | $ 4,942 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Oct. 31, 2019 $ / shares shares | |
IfrsStatementLineItems [Line Items] | |
Number of Warrants outstanding at beginning | 148,722 |
Weighted Average Exercise Price, Warrants outstanding at beginning | $ / shares | $ 7.39 |
Number of Warrants outstanding at ending | 27,584,605 |
Weighted Average Exercise Price, Warrants outstanding at ending | $ / shares | $ 0.53 |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Issued in connection with the Transaction | 11,288,149 |
Weighted Average Exercise Price, Issued in connection with the Transaction | $ / shares | $ 0.55 |
Warrants Issued pursuant to subscription receipts | 9,964,940 |
Weighted Average Exercise Price, Issued pursuant to subscription receipts | $ / shares | $ 0.55 |
Warrants Issued in connection with convertible debentures | 3,409,091 |
Weighted Average Exercise Price, Issued in connection with convertible debentures | $ / shares | $ 0.55 |
Warrants Issued to brokers | 757,125 |
Weighted Average Exercise Price, Issued to brokers | $ / shares | $ 0.44 |
Warrants Issued to terminate purchase agreement | 2,148,117 |
Weighted Average Exercise Price, Issued to terminate purchase agreement | $ / shares | $ 0.44 |
Warrants expired | (131,539) |
Weighted Average Exercise Price, Warrants expired | $ / shares | $ (6.52) |
Warrants Issuance costs |
Warrants (Details 1)
Warrants (Details 1) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 2)
Warrants (Details 2) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 3)
Warrants (Details 3) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Two [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 4)
Warrants (Details 4) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Three [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 5)
Warrants (Details 5) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Four [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 6)
Warrants (Details 6) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Five [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1] Based on the volatility of comparable publicly traded companies |
Warrants (Details 7)
Warrants (Details 7) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Six [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 8)
Warrants (Details 8) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Seven [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 years | |
Expected volatility | 101% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 9)
Warrants (Details 9) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Warrants Eight [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.64% | |
Expected life | 4 years | |
Expected volatility | 101% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Warrants (Details 10)
Warrants (Details 10) | 12 Months Ended |
Oct. 31, 2019 $ / shares shares | |
IfrsStatementLineItems [Line Items] | |
Warrants Outstanding | 27,584,665 |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Remaining Contractual Life (Years) | 1 year 1 month 17 days |
Warrants [Member] | Exercise Price 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 14 |
Warrants Outstanding | 17,183 |
Remaining Contractual Life (Years) | 29 days |
Expiry Date | Nov. 30, 2019 |
Warrants [Member] | Exercise Price 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Warrants Outstanding | 757,125 |
Remaining Contractual Life (Years) | 1 year 14 days |
Expiry Date | Nov. 15, 2020 |
Warrants [Member] | Exercise Price 3 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.55 |
Warrants Outstanding | 21,253,089 |
Remaining Contractual Life (Years) | 1 year 14 days |
Expiry Date | Nov. 15, 2020 |
Warrants [Member] | Exercise Price 4 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.55 |
Warrants Outstanding | 3,409,091 |
Remaining Contractual Life (Years) | 1 year 6 months |
Expiry Date | May 01, 2021 |
Warrants [Member] | Exercise Price 5 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Warrants Outstanding | 2,148,177 |
Remaining Contractual Life (Years) | 3 years 7 months 28 days |
Expiry Date | Jun. 28, 2023 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | $ 79,237 |
Fair value of the warrants vested | 77,014 |
Warrants One [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 152,798 |
Warrants Two [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 360,818 |
Warrants Three [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 584,430 |
Warrants Four [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 133,690 |
Warrants Five [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 321,654 |
Warrants Six [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 893,646 |
Warrants Seven [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | 376,594 |
Warrants Eight [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of warrants | $ 193,438 |
Shares to be issued (Details Na
Shares to be issued (Details Narrative) | 12 Months Ended | |||
Oct. 31, 2019 USD ($) shares | Oct. 31, 2019 USD ($) $ / shares | Oct. 31, 2018 USD ($) | Oct. 31, 2017 USD ($) | |
Reserve Quantities [Line Items] | ||||
Proceeds of subscription receipts | $ 2,514,377 | |||
Shares to be issued | $ 5,136 | $ 5,136 | $ 720,516 | |
G R Unlimited [Member] | ||||
Reserve Quantities [Line Items] | ||||
Proceeds of subscription receipts | $ 720,516 | |||
Number of subscription receipts | shares | 2,099,159 | |||
Share Price | $ / shares | $ 0.55 | |||
Proceeds from financing | $ 554,000 |
Unit Purchase Options (Details)
Unit Purchase Options (Details) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | ||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Option Pricing Model One [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Expected dividend yield | Nil | ||
Risk-free interest rate | 1.71% | ||
Expected life | 5 months 15 days | ||
Expected volatility | [1] | 99% | |
[1]Based on the volatility of comparable publicly traded companies |
Unit Purchase Options (Details
Unit Purchase Options (Details 1) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Option Pricing Model Two [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life | 2 months | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Unit Purchase Options (Detail_2
Unit Purchase Options (Details Narrative) - CAD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
IfrsStatementLineItems [Line Items] | ||
Options, description | GR Unlimited received proceeds of CAD$649,351 ($500,000) in exchange for an option to acquire 1,475,979 common units and warrants to purchase a further 1,675,979 common units. Each warrant shall be exercisable period of two years following the date of option exercise (“the Expiration Date”); provided, however, that the expiration date shall be automatically extended for an additional three years (the “Extended Period”) if, during the initial two-year term GR Unlimited does not raise at least $18,000,000 in additional equity capital at an effective price per common unit at or above $0.70 (a “Qualified Offering”); and provided further, that GR Unlimited has the right, only during the Extended Period, if any, and only following the exercise of the Option, to accelerate the expiration date to forty-five days following written notice to the holder if during the Extended Period GR Unlimited closes a Qualified Offering. | |
Option pricing model [member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase of option, granted | 2,727,250 | |
Aggregate amount of option | $ 54,545 | |
Option Pricing Model One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase of option, granted | 2,000,000 | |
Aggregate amount of option | $ 40,000 | |
Cash in securities | 1,050,000 | |
Number of option partial exercised | 727,250 | |
Option Pricing Model Two [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Cash in securities | $ 1,050,000 | |
Number of option partial exercised | 2,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Income (loss) before income taxes | $ (9,476,934) | $ (7,509,986) | $ (302,397) |
Effective income tax rate (%) | 27.25% | 27.60% | 27.60% |
Expected income tax recovery | $ (2,582,166) | $ (2,072,756) | $ (83,462) |
Loss (income) related to entities taxed as partnerships | 1,648,189 | 83,462 | |
Temporary differences related to inventory valuation | (142,025) | (24,262) | |
Temporary differences related to start-up costs | 99,029 | ||
Temporary differences related to Transaction costs | 320,709 | ||
Non-deductible expenses | 1,059,283 | 29,378 | |
Temporary differences related to cost of goods sold | 172,517 | 245,410 | |
Unrealized gain on biological assets | (134,720) | (149,413) | |
Share issuance costs | (13,457) | ||
Losses and other deductions for which no benefit has been recognized | 1,220,830 | 323,454 | |
Income tax expense (recovery) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 |
Deferred tax assets | ||
Start up costs | $ 299,259 | $ 200,231 |
Inventory | 24,349 | 48,498 |
Biological asset fair value adjustment | (149,955) | |
Net operating loss carry-forwards | 2,307,529 | 335,701 |
Share issuance costs | 10,226 | |
Transaction costs | 331,164 | |
Allowance for doubtful accounts | 29,485 | |
Deferred taxes not recognized | (2,972,527) | (463,960) |
Net deferred tax assets |
Stock Options (Details)
Stock Options (Details) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Options [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life (years) | 3 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Stock Options (Details 1)
Stock Options (Details 1) | 12 Months Ended | |
Oct. 31, 2019 | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Options One [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Expected dividend yield | Nil | |
Risk-free interest rate | 1.71% | |
Expected life (years) | 3 years | |
Expected volatility | 100% | [1] |
[1]Based on the volatility of comparable publicly traded companies |
Stock Options (Details 2)
Stock Options (Details 2) | 12 Months Ended |
Oct. 31, 2019 shares $ / shares | |
IfrsStatementLineItems [Line Items] | |
Stock Options Outstanding | 650,000 |
Remaining Contractual Life (Years) | 2 years 1 month 24 days |
Options [Member] | Exercise Prices 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Stock Options Outstanding | 150,000 |
Remaining Contractual Life (Years) | 2 years 29 days |
Expiry Date | Nov. 30, 2021 |
Options [Member] | Exercise Prices 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Exercise Price | $ / shares | $ 0.44 |
Stock Options Outstanding | 500,000 |
Remaining Contractual Life (Years) | 2 years 2 months 1 day |
Expiry Date | Jan. 01, 2022 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 12 Months Ended |
Oct. 31, 2019 USD ($) | |
Options [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of options granted | $ 25,587 |
Options One [Member] | |
IfrsStatementLineItems [Line Items] | |
Fair value of options granted | $ 86,493 |
Changes in Non-cash Working C_3
Changes in Non-cash Working Capital (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 |
IfrsStatementLineItems [Line Items] | |||
Unearned revenue | $ 35,000 | ||
Noncash Working Capital [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts receivable | 98,828 | (221,158) | $ (31,750) |
Other receivable | 20,645 | (52,843) | |
Inventory and biological assets | 1,174,678 | (633,077) | (367,518) |
Prepaid expenses and other assets | 211,982 | (136,129) | (43,228) |
Accounts payable and accrued liabilities | (887,903) | 1,676,027 | 669,742 |
Due to employee/director | 104,000 | ||
Unearned revenue | 35,000 | ||
Interest payable | (135,265) | 614,264 | 154,978 |
Deferred rent | $ (6,751) | $ 6,344 | $ 24,912 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosure (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Interest paid | $ 310,217 | $ 128,042 | $ 7,414 |
Fair value of common shares and units issued for services | 255,360 | 720,516 | |
Fair value of common shares issued as settlement of debt | 121,587 | 500,000 | |
Purchase of property and equipment on account | 37,025 | ||
Property and equipment acquired through convertible note payable | 139,001 | ||
Conversion of notes payable to common units | 1,342,400 | 1,909,134 | |
Prepayment of finance lease | $ 4,712 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Salaries and consulting fees | $ 408,500 | $ 533,568 | $ 235,504 |
Share-based compensation | $ 118,840 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
IfrsStatementLineItems [Line Items] | |||
Rent expense | $ 60,500 | $ 65,000 | $ 50,000 |
Accounts payable and accrued liabilities | 63,000 | 5,500 | 45,000 |
Employee/director fees | 22,000 | 48,000 | 14,000 |
Due to employee/ directors | 0 | 14,000 | 14,000 |
Chief Strategy Officer [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | 6,000 | 25,054 | 4,362 |
Marketing and promotion services | 183,674 | 239,568 | 89,504 |
Key Management Personnel [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | 90,000 | 218,690 | |
Due to employee/ directors | 0 | 90,000 | 90,000 |
Individuals [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | $ 8,000 | $ 12,000 | $ 14,000 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 |
IfrsStatementLineItems [Line Items] | |||
Current | $ 35,235 | $ 52,843 | |
Allowance for doubtful accounts | (129,131) | (106,443) | |
Accounts receivable | 35,235 | ||
Advance receivable | |||
IfrsStatementLineItems [Line Items] | |||
Current | 51,672 | 129,157 | |
Allowance for doubtful accounts | (129,131) | (106,443) | |
Accounts receivable | 99,188 | 252,908 | |
Advance receivable | One To Thirty [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Current | 500 | 114,821 | |
Advance receivable | Thirty One Days Older [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Current | $ 176,147 | $ 115,373 |
Financial Instruments (Details
Financial Instruments (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Financial Instruments | ||
Balance, beginning of the year | $ 106,443 | |
Additional allowance | 121,793 | 111,528 |
Amounts collected | (66,902) | |
Amounts used | (32,203) | (5,085) |
Balance, end of year | $ 129,131 | $ 106,443 |
Financial Instruments (Detail_2
Financial Instruments (Details 2) | Oct. 31, 2019 USD ($) | Oct. 31, 2019 CAD ($) | Oct. 31, 2018 USD ($) |
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | $ 1,707,654 | ||
Current portion of long-term debt | 150,000 | ||
Convertible debentures | 1,995,609 | $ 3,000,000 | |
Unearned revenue | 35,000 | ||
Interest payable | 55,829 | $ 470,134 | |
Finance leases payable | 142,205 | ||
Derivative liabilities | 249,320 | ||
Year 1 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | 1,526,855 | ||
Current portion of long-term debt | 150,000 | ||
Convertible debentures | 1,995,609 | ||
Unearned revenue | 35,000 | ||
Interest payable | 55,829 | ||
Deferred rent | |||
Finance leases payable | 129,876 | ||
Derivative liabilities | 249,320 | ||
Net liabilities | 4,142,489 | ||
Years 2 To 3 [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | 180,799 | ||
Current portion of long-term debt | |||
Convertible debentures | |||
Unearned revenue | |||
Interest payable | |||
Deferred rent | 24,505 | ||
Finance leases payable | 12,329 | ||
Derivative liabilities | |||
Net liabilities | $ 217,633 |
Financial Instruments (Detail_3
Financial Instruments (Details 3) | Oct. 31, 2019 USD ($) | Oct. 31, 2019 CAD ($) | Oct. 31, 2018 USD ($) | Oct. 31, 2017 USD ($) | Oct. 31, 2016 USD ($) |
IfrsStatementLineItems [Line Items] | |||||
Cash and cash equivalents | $ 74,926 | $ 826,643 | $ 453,199 | ||
Accounts receivable, net | 99,188 | 252,908 | |||
Other receivable | 35,235 | ||||
Accounts payable and accrued liabilities | 1,707,654 | ||||
Finance leases payable | 142,205 | ||||
Convertible debentures | 1,995,609 | $ 3,000,000 | |||
Short-term debt | 150,000 | ||||
Interest payable | 55,829 | $ 470,134 | |||
Derivative liabilities | 249,320 | ||||
Financial liabilities at amortised cost, class [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Accounts payable and accrued liabilities | 1,707,654 | ||||
Finance leases payable | 142,205 | ||||
Convertible debentures | 1,995,609 | ||||
Short-term debt | 150,000 | ||||
Interest payable | 55,829 | ||||
Derivative liabilities | |||||
F V T P L [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Accounts payable and accrued liabilities | |||||
Finance leases payable | |||||
Convertible debentures | |||||
Short-term debt | |||||
Interest payable | |||||
Derivative liabilities | 249,320 | ||||
Financial assets at amortised cost, class [member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Cash and cash equivalents | 74,926 | ||||
Accounts receivable, net | 99,188 | ||||
Other receivable | 35,235 | ||||
F V T P L [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Cash and cash equivalents | |||||
Accounts receivable, net | |||||
Other receivable |
Financial Instruments (Detail_4
Financial Instruments (Details Narrative) | 12 Months Ended | |||
Oct. 31, 2019 USD ($) | Oct. 31, 2018 USD ($) | Oct. 31, 2019 CAD ($) | Oct. 31, 2017 USD ($) | |
Financial Instruments | ||||
Trade and other current payables | $ 1,526,855 | $ 2,382,694 | $ 564,663 | |
Accrued liabilities | 180,799 | 0 | 100,435 | |
Convertible debentures | 1,995,609 | $ 3,000,000 | ||
Cash and trade accounts receivable | 174,114 | 1,079,551 | ||
Allowance for doubtful accounts | 129,131 | 106,443 | ||
Current assets | 1,432,962 | 2,869,694 | ||
Current liabilities | 4,142,489 | 3,321,239 | ||
Working capital deficit | 2,709,527 | $ 451,545 | $ 261,627 | |
Cash | $ 74,926 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Bad debt | $ 54,892 | $ 113,028 | |
Bank fees and foreign exchange | 87,621 | 17,270 | 2,156 |
Business license and fees | 42,930 | 35,904 | 19,362 |
Commissions | 4,133 | ||
Consultants | 9,088 | ||
Facility expense | 184,774 | 215,922 | 123,703 |
Insurance | 10,309 | 9,194 | |
Investor relations | 127,248 | ||
Legal and professional | 1,550,316 | 898,599 | 525,810 |
Marketing and promotion | 209,470 | 302,401 | 90,673 |
Miscellaneous | 89,036 | 56,491 | |
Office expense | 83,509 | 36,535 | 30,845 |
Repairs and maintenance | 18,702 | 4,243 | |
Research and development | 28,250 | 5,233 | |
Salaries and benefits | 1,938,022 | 791,518 | 200,274 |
Supplies | 27,711 | 11,748 | |
Travel | 185,570 | 159,848 | 43,611 |
Utilities | 22,315 | 49,952 | |
General and administrative expenses | $ 4,660,675 | $ 2,707,886 | $ 1,049,655 |
Commitments (Details)
Commitments (Details) | Oct. 31, 2019 USD ($) |
2020 | $ 144,412 |
2021 | $ 12,880 |
Acquisition Costs (Details Narr
Acquisition Costs (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
IfrsStatementLineItems [Line Items] | |||
Acquisition costs | $ 126,202 | ||
Warrants issued | 2,148,177 | ||
Fair value of vested warrants | $ 77,014 | ||
Letter Of Intent [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Property and other assets for aggregate consideration | 3,000,000 | ||
Acquisition costs | $ 49,188 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Oct. 31, 2017 | |
Reserve Quantities [Line Items] | |||
Total revenue | $ 3,924,983 | $ 1,932,128 | $ 156,066 |
Total long-term assets | 1,499,514 | 2,496,574 | |
United States [Member] | |||
Reserve Quantities [Line Items] | |||
Total revenue | 3,924,983 | 1,932,128 | 156,066 |
Total long-term assets | 1,499,514 | 2,496,574 | |
Canada [Member] | |||
Reserve Quantities [Line Items] | |||
Total revenue | |||
Total long-term assets |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Balance, beginning of year | ||
Net assets contributed | 196,250 | |
Non-controlling interest's 40% share of GRD Cali, LLC | (153,762) | |
Non-controlling interest's 40% share of Idalia, LLC | (22,950) | |
Balance, end of year | $ 19,538 |
Non-Controlling Interests (De_2
Non-Controlling Interests (Details 1) - USD ($) | Oct. 31, 2019 | Oct. 31, 2018 |
Reserve Quantities [Line Items] | ||
Current assets | $ 1,432,962 | $ 2,869,694 |
Current liabilities | 4,142,489 | 3,321,239 |
G R D Cali L L C [Member] | ||
Reserve Quantities [Line Items] | ||
Current assets | 93,460 | |
Long-term assets | 41,642 | |
Current liabilities | 25,801 | |
Advances from parent | 73,705 | |
Net loss for the year | 384,404 | |
Idalia L L C [Member] | ||
Reserve Quantities [Line Items] | ||
Current assets | ||
Long-term assets | 13,248 | |
Current liabilities | ||
Advances from parent | ||
Net loss for the year | $ 57,376 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 09, 2021 USD ($) shares | Mar. 05, 2021 USD ($) shares | Mar. 05, 2021 CAD ($) $ / shares shares | Feb. 05, 2021 USD ($) | Feb. 10, 2020 USD ($) shares | Feb. 10, 2020 CAD ($) shares | Apr. 30, 2021 USD ($) shares | Jan. 19, 2021 USD ($) shares | Feb. 29, 2020 USD ($) shares | Jul. 31, 2022 USD ($) shares | Oct. 31, 2021 USD ($) shares $ / shares | Oct. 31, 2021 CAD ($) shares $ / shares | Sep. 09, 2021 USD ($) | Oct. 31, 2020 USD ($) shares $ / shares | Oct. 31, 2019 | Jul. 31, 2022 $ / shares | Jan. 27, 2021 USD ($) | Dec. 02, 2020 USD ($) | Jan. 15, 2018 USD ($) | Dec. 15, 2017 USD ($) | Nov. 14, 2017 USD ($) | Nov. 07, 2017 USD ($) | |
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Shares issued for services, shares | shares | 529,335 | 534,294 | 534,294 | 3,209,386 | ||||||||||||||||||
Shares issued for services, value | $ 59,796 | $ 95,294 | $ 240,340 | |||||||||||||||||||
Number of options acquired | shares | 605,000 | 3,085,000 | 3,085,000 | 3,575,000 | ||||||||||||||||||
Exercise Price | (per share) | $ 0.20 | $ 0.15 | $ 0.15 | |||||||||||||||||||
Number of option granted | shares | 500,000 | 500,000 | 2,250,000 | |||||||||||||||||||
Options forfeited or expired | shares | 1,460,000 | 1,040,000 | 1,040,000 | 505,000 | ||||||||||||||||||
Option Agreement, description | The Company acquired a controlling 60% interest in Golden Harvests for aggregate consideration of $1,007,719 comprised of 1,025,000 common shares of the Company with a fair value of $158,182 and cash payments and cash payable of $849,537. Of the total consideration, $485,000 in cash and 825,000 common shares with an aggregate fair value of $122,376 have been paid, and cash of $360,000 and 200,000 common shares with an aggregate fair value of $35,806 remain payable at the date of these financial statements. | |||||||||||||||||||||
Number of common stock issued | shares | 13,166,400 | 2,031,784 | 916,290 | 916,290 | ||||||||||||||||||
Cash payments and cash payable | $ 1,312,722 | |||||||||||||||||||||
Private placement description | Company agreed to a non-brokered private placement offering of units (the “Units”), with each Unit comprising one common share of the Company and one common share purchase warrant (the “Warrants”) in exchange for CAD$1,500,000 ($1,084,335). Each warrant entitles the holder to purchase one common share of the Company at a price equal to a 25% premium to the Unit price for a period of 24 months. The Units were issued at CAD$0.10 per Unit. The Company has the right to accelerate the expiry of the warrants to thirty days following written notice to the holder if the common shares of the Company close at or above CAD$0.25 per share for a period of ten consecutive trading days on the Canadian Securities Exchange. As of the date of these financial statements, the Company had issued 15,000,000 Units for gross proceeds of CAD$1,500,000. In addition, the Company has agreed to nominate one board member of Grown Rogue as recommended by the subscriber at future shareholder meetings and the ability, if the subscriber does not have its nominee on the Company’s board of directors, to appoint a board observer. This agreement was transacted with Plant Based Investment Corp. (“PBIC”), a related party with a board nominee and approximately 22% common share ownership. | Company agreed to a non-brokered private placement offering of units (the “Units”), with each Unit comprising one common share of the Company and one common share purchase warrant (the “Warrants”) in exchange for CAD$1,500,000 ($1,084,335). Each warrant entitles the holder to purchase one common share of the Company at a price equal to a 25% premium to the Unit price for a period of 24 months. The Units were issued at CAD$0.10 per Unit. The Company has the right to accelerate the expiry of the warrants to thirty days following written notice to the holder if the common shares of the Company close at or above CAD$0.25 per share for a period of ten consecutive trading days on the Canadian Securities Exchange. As of the date of these financial statements, the Company had issued 15,000,000 Units for gross proceeds of CAD$1,500,000. In addition, the Company has agreed to nominate one board member of Grown Rogue as recommended by the subscriber at future shareholder meetings and the ability, if the subscriber does not have its nominee on the Company’s board of directors, to appoint a board observer. This agreement was transacted with Plant Based Investment Corp. (“PBIC”), a related party with a board nominee and approximately 22% common share ownership. | ||||||||||||||||||||
Principal Amount | $ 1,000,000 | $ 1,000,000 | $ 550,000 | $ 300,000 | ||||||||||||||||||
Proceeds from private placement | $ 1,300,000 | $ 200,000 | ||||||||||||||||||||
Number of warrants issued | shares | 21,056,890 | 21,056,890 | 23,162,579 | |||||||||||||||||||
Issue Price | $ / shares | $ 0.225 | |||||||||||||||||||||
Proceeds from warrants | $ 3,700,000 | $ 4,737,800 | $ 3,738,564 | |||||||||||||||||||
Debt conversion, principal amount | $ 1,042,951 | $ 1,311,111 | ||||||||||||||||||||
Conversion Price | $ / shares | $ 0.125 | |||||||||||||||||||||
Number of common stock converted | shares | 10,488,884 | 10,488,884 | ||||||||||||||||||||
High Street Capital Partners [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Consideration of common stock acquired | $ 3,000,000 | |||||||||||||||||||||
Two Unsecured Promissory Notes [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Principal Amount | $ 375,000 | |||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||
Unsecured Promissory Notes [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Principal Amount | $ 800,000 | $ 150,000 | ||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||
Gain on debt settlement | $ 449,684 | |||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Number of common stock issued | shares | 15,000,000 | 15,000,000 | ||||||||||||||||||||
Number of PBIC common stock exchanged | shares | 2,362,204 | 2,362,204 | ||||||||||||||||||||
Purchase Price | $ 848,011 | $ 1,500,000 | ||||||||||||||||||||
Golden Harvests [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Aggregate consideration | $ 1,007,719 | |||||||||||||||||||||
Number of common stock issued | shares | 1,025,000 | |||||||||||||||||||||
Fair value of common stock issued | $ 158,182 | |||||||||||||||||||||
Cash payments and cash payable | $ 849,537 | |||||||||||||||||||||
G R Distribution [Member] | ||||||||||||||||||||||
Reserve Quantities [Line Items] | ||||||||||||||||||||||
Noncontrolling interest description | Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the 11.875 GR Distribution units newly issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. On April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was again a 100% owned subsidiary. | Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the 11.875 GR Distribution units newly issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. On April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was again a 100% owned subsidiary. |