Cover
Cover | 12 Months Ended |
Jan. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | BETTERLIFE PHARMA INC. |
Entity Central Index Key | 0001464165 |
Document Type | 20-F/A |
Amendment Flag | true |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --01-31 |
Entity Well Known Seasoned Issuer | No |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Document Period End Date | Jan. 31, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
Entity Common Stock Shares Outstanding | 108,675,305 |
Document Annual Report | true |
Document Transition Report | false |
Entity Incorporation State Country Code | Z4 |
Entity Address Address Line 1 | 1275 West 6th Avenue, #300 |
Entity Address City Or Town | Vancouver |
Entity Address Country | CA |
Entity Address Postal Zip Code | V6H 1A6 |
Auditor Name | MNP LLP |
Auditor Location | Vancouver, Canada |
Security 12b Title | Common shares |
Trading Symbol | BETR |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Interactive Data Current | Yes |
Amendment Description | This Amendment No. 1 to the Annual Report on Form 20-F of BetterLife Pharma Inc. for the year ended January 31, 2023, originally filed with the Securities and Exchange Commission on May 31, 2023 (the “Original Filing”), being filed solely to include the XBRL files, which were omitted from the Original Filing. |
Auditor Firm Id | 1930 |
...Business Contact [Member] | |
Document Information Line Items | |
Entity Address Address Line 1 | 1275 West 6th Avenue, #300 |
Entity Address City Or Town | Vancouver |
Entity Address Postal Zip Code | V6H 1A6 |
City Area Code | 604 |
Local Phone Number | 221-0595 |
Contact Personnel Email Address | ahmad.doroudian@blifepharma.com |
Contact Personnel Name | Ahmad Doroudian |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Current assets | ||
Cash | $ 8,307 | $ 173,513 |
Amounts receivable | 17,196 | 324,993 |
Prepaids and other current assets | 49,224 | 644,422 |
Total current assets | 74,727 | 1,142,928 |
Non-current assets | ||
Property and equipment, net (Note 7) | 0 | 18,435 |
Total assets | 74,727 | 1,161,363 |
Current liabilities | ||
Accounts payable and accrued liabilities | 5,436,024 | 3,341,261 |
Due to related parties (Note 18) | 964,261 | 144,867 |
Income tax payable (Note 19) | 0 | 160,006 |
Financial guarantee liability (Notes 9 and 21(e)) | 667,042 | 218,780 |
Convertible debentures (Note 10) | 0 | 237,880 |
Loans payable (Note 11) | 80,000 | 40,000 |
Warrant liabilities (Note 13(a)) | 0 | 353 |
Total current liabilities | 7,147,327 | 4,143,147 |
Non-current liabilities | ||
Financial guarantee liability (Notes 9 and 21(e)) | 440,170 | 864,515 |
Loans payable (Note 11) | 0 | 34,559 |
Warrant liabilities (Note 13(b)) | 20,700 | 0 |
Total liabilities | 7,608,197 | 5,042,221 |
Deficit | ||
Common shares (Note 12) | 76,571,515 | 75,384,509 |
Common shares issuable (Note 12(d)) | 74,000 | 0 |
Reserves (Notes 13(c), 14 and 15) | 24,581,942 | 23,655,647 |
Accumulated other comprehensive income | 231,003 | 249,466 |
Accumulated deficit | (112,186,681) | (103,170,480) |
Deficit attributable to shareholders | (10,728,221) | (3,880,858) |
Non-controlling interests (Note 16) | 3,194,751 | 0 |
Total deficit | (7,533,470) | (3,880,858) |
Total liabilities and deficit | $ 74,727 | $ 1,161,363 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Other Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Expenses | |||
Amortization and depreciation of equipment and intangible assets (Notes 7 and 8) | $ 18,435 | $ 18,436 | $ 157,760 |
Amortization of right-of-use assets (Note 9) | (69,849) | ||
Consulting fees | 3,529,884 | 1,045,539 | 1,982,846 |
Foreign exchange loss (gain) | 203,212 | 238,206 | (39,050) |
General and administrative | 280,467 | 425,865 | 1,743,415 |
Lease liability expense (Note 9) | 479,164 | ||
Professional fees | 895,379 | 879,054 | 1,447,202 |
Promotion and marketing | 123,219 | 437,689 | 185,952 |
Repairs and maintenance | 22,808 | ||
Research and development | 2,677,286 | 5,420,634 | 284,700 |
Wages, salaries and employment expenses | 1,732,771 | 1,742,402 | 1,720,419 |
Total expenses | 9,460,653 | 10,207,825 | 7,915,367 |
Loss from operations | (9,460,653) | (10,207,825) | (7,915,367) |
Other income (expenses) | |||
Accretion expense (Notes 10 and 11) | (55,687) | (6,584) | (33,054) |
Change in unrealized gains (losses) on warrant liabilities (Notes 13(a) and 13(b)) | 5,362 | 131,250 | (73,885) |
Financial guarantee expense (Notes 9 and 21(e)) | (23,917) | (1,224,522) | (182,200) |
Gain on sale/abandonment of assets, net (Notes 4 and 5) | 191,699 | 804,429 | |
Interest expense | (11,491) | (51,761) | (7,046) |
Interest income | 265 | ||
(Loss) gain on debt modification (Note 10) | (197,205) | 56,264 | |
Loss on impairment of intangible assets (Note 8) | (12,116,908) | ||
Other | 18,136 | 26,933 | (40,358) |
Penalties recovery (expense) (Note 19) | 94,973 | (344,492) | |
Settlements and legal provisions, net (Notes 4, 18 and 21) | 257,710 | (563,470) | (120,000) |
Unidentifiable assets acquired (Note 6(a)) | (16,666,666) | ||
Total other income (expenses) | 87,881 | (1,784,683) | (28,435,423) |
Net loss before income taxes | (9,372,772) | (11,992,508) | (36,350,790) |
Income tax expense (Note 19) | (166,666) | ||
Net loss for the year | (9,372,772) | (12,159,174) | (36,350,790) |
Other comprehensive income (loss) to be reclassified to profit and loss subsequently | |||
Foreign currency translation adjustment of foreign operations | (17,990) | 139,819 | (62,380) |
Net comprehensive loss for the year | (9,390,762) | (12,019,355) | (36,413,170) |
Net loss attributable to: | |||
Company's shareholders | (9,016,201) | (12,159,174) | (36,350,790) |
Non-controlling interests (Note 16) | (356,571) | ||
Net loss attributable | (9,372,772) | (12,159,174) | (36,350,790) |
Net comprehensive loss attributable to: | |||
Company's shareholders | (9,034,664) | (12,019,355) | (36,413,170) |
Non-controlling interests (Note 16) | (356,098) | ||
Net comprehensive loss attributable | $ (9,390,762) | $ (12,019,355) | $ (36,413,170) |
Net loss per share, basic and diluted | $ (0.10) | $ (0.16) | $ (1.34) |
Weighted average shares outstanding, basic and diluted | 86,560,760 | 75,469,531 | 27,027,028 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders (Deficit) Equity - CAD ($) | Total | Common Shares | Common Shares Issuable | Reserves | Accumulated Other Comprehensive Income Foreign Currency Translation | Deficit | Stockholders Deficit | Non Controlling Interest |
Balance, shares at Jan. 31, 2020 | 17,208,112 | |||||||
Balance, amount at Jan. 31, 2020 | $ 2,656,561 | $ 37,519,448 | $ 19,625,602 | $ 172,027 | $ (54,660,516) | $ 2,656,561 | ||
Statement [Line Items] | ||||||||
Common shares issued for services, shares | 1,235,399 | |||||||
Common shares issued for services, amount | 1,351,807 | $ 1,762,813 | (411,006) | 1,351,807 | ||||
Common shares and warrants issued for cash, net (Notes 12(n)), shares | 716,725 | |||||||
Common shares and warrants issued for cash, net (Notes 12(n)), amount | 1,289,343 | $ 1,185,794 | 103,549 | 1,289,343 | ||||
Common shares issued for asset acquisitions (Notes 6, 12(m) and 12(r)), shares | 31,550,572 | |||||||
Common shares issued for asset acquisitions (Notes 6, 12(m) and 12(r)), amount | 22,861,128 | $ 22,760,816 | 100,312 | 22,861,128 | ||||
Common shares issued on exercise of special warrants and warrants (Notes 12(q) and 12(t)), shares | 646,000 | |||||||
Common shares issued on exercise of special warrants and warrants (Notes 12(q) and 12(t)), amount | 189,600 | $ 339,600 | (150,000) | 189,600 | ||||
Common shares issued on conversion of convertible debenture (Note 12(s)), shares | 89,034 | |||||||
Common shares issued on conversion of convertible debenture (Note 12(s)), amount | 102,389 | $ 102,389 | 102,389 | |||||
Equity component of convertible debentures | 12,671 | 12,671 | 12,671 | |||||
Special warrants issued for cash, net (Note 12(q)) | 2,510,784 | 2,510,784 | 2,510,784 | |||||
Share-based payments (Note 15) | 826,632 | 826,632 | 826,632 | |||||
Foreign currency translation adjustment of foreign operations | (62,380) | (62,380) | (62,380) | |||||
Net Income (Loss) | (36,350,790) | (36,350,790) | (36,350,790) | |||||
Balance, shares at Jan. 31, 2021 | 51,445,842 | |||||||
Balance, amount at Jan. 31, 2021 | (4,612,255) | $ 63,670,860 | 22,618,544 | 109,647 | (91,011,306) | (4,612,255) | ||
Statement [Line Items] | ||||||||
Share-based payments (Note 15) | 1,231,400 | 1,231,400 | 1,231,400 | |||||
Foreign currency translation adjustment of foreign operations | 139,819 | 139,819 | 139,819 | |||||
Net Income (Loss) | (12,159,174) | (12,159,174) | (12,159,174) | |||||
Common shares issued for services, shares | 427,069 | |||||||
Common shares issued for services, amount | 115,500 | $ 143,850 | (28,350) | 115,500 | ||||
Common shares issued for settlement of accounts payable and accrued liabilities (Note 12(e)), shares | 23,724 | |||||||
Common shares and warrants issued for cash, net (Notes 12(f), 12(i), 12(j), 12(k) and 12(l)), amount | 12,625,720 | $ 11,465,829 | 1,159,891 | 12,625,720 | ||||
Common shares issued, compensation options granted and cash paid as share issue costs (Notes 12(f), 12(i) and 12(j)), amount | (1,185,015) | $ (2,081,480) | 896,465 | (1,185,015) | ||||
Common shares issued, compensation options granted and cash paid as share issue costs (Notes 12(f), 12(i) and 12(j)), shares | 1,212,115 | |||||||
Common shares and warrants issued for cash, net (Notes 12(f), 12(i), 12(j), 12(k) and 12(l)), shares | 25,760,190 | |||||||
Common shares issued on exercise of special warrants (Note 12(g)), amount | $ 2,794,868 | (2,794,868) | ||||||
Issue costs (Note 12(h)) | (77,184) | (77,184) | (77,184) | |||||
Issue costs of special warrants (Note 12(g)) | $ 572,565 | 572,565 | ||||||
Common shares issued on exercise of special warrants (Note 12(g)), shares | 6,372,298 | |||||||
Common shares issued for settlement of accounts payable and accrued liabilities (Note 12(e)), amount | 40,331 | $ 40,331 | 40,331 | |||||
Balance, shares at Jan. 31, 2022 | 85,241,238 | |||||||
Balance, amount at Jan. 31, 2022 | (3,880,858) | $ 75,384,509 | 23,655,647 | 249,466 | (103,170,480) | (3,880,858) | ||
Statement [Line Items] | ||||||||
Foreign currency translation adjustment of foreign operations | (17,990) | (18,463) | (18,463) | $ 473 | ||||
Net Income (Loss) | (9,372,772) | (9,016,201) | (9,016,201) | (356,571) | ||||
Common shares issued for services, shares | 162,500 | |||||||
Common shares issued for services, amount | 29,737 | $ 46,587 | (16,850) | 29,737 | ||||
Common shares issued for cash (Note 12(c)), amount | 807,604 | $ 647,166 | 647,166 | 160,438 | ||||
Common shares issued for cash (Note 12(c)), shares | 3,160,000 | |||||||
Subscriptions received (Note 12(d)) | 502,576 | $ 74,000 | 74,000 | 428,576 | ||||
Common shares issued for conversion of debenture (Notes 12(b)), amount | 288,128 | $ 493,253 | (205,125) | 288,128 | ||||
Debt modification (Note 10) | 197,205 | 197,205 | 197,205 | |||||
Common shares issued for conversion of debenture (Notes 12(b)), shares | 1,540,135 | |||||||
Share-based payments (Notes 13(b) and 15) | 951,065 | 951,065 | 951,065 | |||||
Reduction of controlling interest without change in control (Note 16) | 2,961,835 | 2,961,835 | ||||||
Balance, shares at Jan. 31, 2023 | 90,103,873 | |||||||
Balance, amount at Jan. 31, 2023 | $ (7,533,470) | $ 76,571,515 | $ 74,000 | $ 24,581,942 | $ 231,003 | $ (112,186,681) | $ (10,728,221) | $ 3,194,751 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | ||
Jan. 31, 2023 CAD ($) | Jan. 31, 2022 CAD ($) | Jan. 31, 2021 CAD ($) | |
Consolidated Statements of Cash Flows | |||
Net loss | $ (9,372,772) | $ (12,159,174) | $ (36,350,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Accretion expense | 55,687 | 6,584 | 12,671 |
Amortization and depreciation of equipment and intangible assets | 18,435 | 18,436 | 157,760 |
Amortization of right-of-use assets | 185,053 | ||
Change in unrealized gains/losses on warrant liabilities | (5,362) | (131,250) | 73,885 |
Common shares issued for services | 29,737 | 115,500 | 1,351,808 |
Common shares of MedMelior issued for services | 2,961,835 | ||
Financial guarantee liability | 23,917 | 901,095 | 182,200 |
Foreign exchange loss (gain) | 203,212 | 238,206 | (39,050) |
Gain on sale/abandonment of assets, net | (804,429) | ||
Loss (gain) on debt modification | 197,205 | (56,264) | |
Loss on impairment of intangible assets | 12,116,908 | ||
Other income - premium on loans payable | (50,949) | ||
Share-based payments | 951,065 | 1,231,400 | 826,632 |
Unidentifiable assets acquired | 16,666,666 | ||
Changes in working capital accounts: | |||
Amounts receivable | 310,007 | 181,029 | (349,896) |
Prepaids and other current assets | 595,198 | 10,288 | (269,998) |
Accounts payable and accrued liabilities | 2,212,993 | (1,157,595) | (993,932) |
Due to related parties | 475,337 | (516,793) | 69,631 |
Income tax payable | (160,006) | 166,667 | |
Net cash used in operating activities | (1,503,512) | (11,202,820) | (7,164,881) |
Investing activities | |||
Cash acquired through acquisitions | 25,065 | ||
Purchase of property and equipment | (10,153) | ||
Purchase of intangible assets | (86,462) | ||
Net cash used in investing activities | (71,550) | ||
Financing activities | |||
Lease payments | (499,929) | ||
Proceeds from exercise of warrants | 189,600 | ||
Proceeds from issuance of common shares and warrants, net | 647,166 | 11,440,705 | 1,289,343 |
Proceeds from issuance of common shares and warrants by MedMelior | 186,147 | ||
Proceeds from issuance of special warrants, net | 2,510,630 | ||
Proceeds from loans payable | 120,000 | ||
Proceeds from subscriptions received | 74,000 | ||
Proceeds from subscriptions received by MedMelior | 428,576 | ||
Repayment of (proceeds from) convertible debenture | (250,000) | 600,000 | |
Shelf prospectus transaction costs | (77,184) | ||
Net cash provided by financing activities | 1,335,889 | 11,233,521 | 4,089,644 |
Effects of exchange rate changes on cash | 2,417 | (11,910) | 19,805 |
Net change in cash | (165,206) | 18,791 | (3,126,982) |
Cash - beginning of year | 173,513 | 154,722 | 3,281,704 |
Cash - end of year | $ 8,307 | $ 173,513 | $ 154,722 |
Nature of Operations and Going
Nature of Operations and Going Concern | 12 Months Ended |
Jan. 31, 2023 | |
Nature of Operations and Going Concern | 1. Nature of Operations and Going Concern BetterLife Pharma Inc. (the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002 whose common shares are publicly traded on the Canadian Securities Exchange under the symbol “BETR” and on the OTCQB under the symbol “BETRF”. The Company is a biopharmaceutical company engaged in the development of patented pharmaceuticals. These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Accordingly, no adjustments to the carrying value of the assets and liabilities have been made in these consolidated financial statements should the Company no longer be able to continue as a going concern. Any such adjustments could be material. As at January 31, 2023, the Company has not earned any revenue and has an accumulated deficit of $112,186,681. The continued operations of the Company are dependent on its ability to generate future cash flows through additional financing or commercialization. Management intends to continue to pursue additional financing through issuances of equity. There is no assurance that additional funding will be available on a timely basis or on terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern. The head office and principal address of the Company is located at 1275 West 6 th |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2023 | |
Significant Accounting Policies | 2. Significant Accounting Policies (a) Basis of Compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). These consolidated financial statements were approved by the Board of Directors and authorized for issue on May 29, 2023. (b) Basis of Measurement and Presentation These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value, and are presented in Canadian dollars. (c) Basis of Consolidation Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same period as the parent company, using consistent accounting policies. The Company has consolidated the assets, liabilities, revenues and expenses of its subsidiaries after the elimination of inter-company transactions and balances. The consolidating entities include: % of ownership Jurisdiction BetterLife Pharma Inc. Parent Canada MedMelior Inc. (acquired August 2020) (Note 6(b)) 91 % Canada Pivot Pharmaceuticals Manufacturing Corp. (divested December 2020) (Note 5(b)) 100 % Canada Blife Therapeutics Inc. (acquired May 2020) (Note 6(c)) 100 % Canada Altum S1M US Corp. (dissolved July 2022) 91 % (1) U.S.A. BetterLife Pharma US Inc. 100 % U.S.A. Pivot Naturals, LLC (divested February 2020) (Note 4) 100 % U.S.A. Thrudermic, LLC (dissolved June 2022) 100 % U.S.A. BetterLife Europe Pharmaceuticals AG (divested December 2021) (Note 5(a)) 100 % Lichtenstein Solmic AG (divested December 2021) (Note 5(a)) 100 % (2) Switzerland Altum Pharma (Australia) Pty Ltd. 91 % (1) Australia Altum Pharmaceuticals (HK) Limited 91 % (1) Hong Kong Altum Pharmaceuticals International Inc. (dissolved December 2020) 91 % (1) Barbados Altum Pharmaceuticals Barbados Inc. (dissolved December 2020) 91 % (1) Barbados (1) Wholly-owned subsidiaries of MedMelior Inc. (2) Wholly-owned subsidiary of BetterLife Europe Pharmaceuticals AG Non-controlling interests Non-controlling interests (“NCI”) represents the non-controlling shareholders’ portion of the net assets and net loss of MedMelior Inc. and its wholly-owned subsidiaries. Changes to the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (d) Use of Estimates and Judgments The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgments and estimates that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements: Research and development Judgement is used to determine if expenditures for research and development will generate probable future economic benefits for capitalization. If an entity cannot demonstrate that probable future economic benefits can be generated, such expenditures are expensed. Impairment of non-financial assets Property and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of the existence of impairment indicators or indicators for subsequent reversals of impairment, which is performed at least annually, is based on various internal and external factors and involves management’s judgment. Indefinite life intangible assets, including goodwill, are tested for impairment annually. For the purposes of determining the recoverable amount, assets are aggregated into cash generating units (“CGUs”) based on an assessment of the lowest level which there are separately identifiable cash inflows. The determination of individual CGUs is based on management’s judgement regarding shared infrastructure, geographical proximity and similar exposure to market risk. The recoverable amount is the greater of an asset’s fair value less costs of disposal and its value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable amount. Financial guarantee liability The fair value of the financial guarantee liability is estimated using discounted cash flows and requires judgement on discount rate and probability of future losses. Provision for legal liabilities Judgement is used to estimate consideration required to settle present legal obligations and takes into account the risks and uncertainties surrounding the obligation and probability of future losses. Functional currency The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. Determination of share-based payments The estimation of share-based payments (including warrants and stock options) requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The model used by the Company is the Black-Scholes valuation model at the date of the grant. The Company makes estimates as to the volatility, the forfeiture rate, the expected life, dividend yield and the time of exercise, as applicable. The expected volatility is based on the average volatility of share prices of similar companies over the period of the expected life of the applicable warrants and stock options. The expected life is based on historical data. These estimates may not necessarily be indicative of future actual patterns. Judgement is also used to estimate share-based payments for common shares issued by MedMelior, a private entity, for services and takes into account the fair value of services received or, if fair value of services received cannot be reliably estimated, the fair value of common shares. Proceeds from issuance of units Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Proceeds are first allocated to shares according to the quoted price of existing shares at the time of issuance, then to warrants (if applicable) according to the residual value. Business combinations Determining whether an acquisition meets the definition of a business combination or represents an asset purchase requires judgment on a case-by-case basis. As outlined in IFRS 3 Business Combinations, the components of a business must include inputs, processes and outputs. Going concern The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meet its liabilities for the ensuing year and to fund planned research and development involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. (e) Investments in Joint Arrangements These consolidated financial statements incorporate the Company’s share of the results of its joint venture, Pivot-Cartagena Joint Venture Inc. (dissolved October 2020) using the equity method of accounting (Note 20). Investments in joint ventures are recognized initially at cost and adjusted thereafter to include the Company’s share of income or loss and comprehensive income on an after-tax basis. Dividends or distributions received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investments. Investments are reviewed for impairment at each reporting period by comparing recoverable amount to carrying amount when there is an indication of impairment. (f) Foreign Currency The Company’s presentation currency is the Canadian dollar. The functional currency of the parent entity, BetterLife Pharma Inc., and its subsidiaries, MedMelior Inc., Pivot Pharmaceuticals Manufacturing Corp. and Blife Therapeutics Inc., is the Canadian dollar. The functional currency of the U.S. subsidiaries, Altum S1M US Corp., BetterLife Pharma US Inc., Pivot Naturals, LLC and Thrudermic, LLC, is the U.S. dollar. The functional currency of the European subsidiaries, BetterLife Europe Pharmaceuticals AG and Solmic AG, is Swiss Francs. The functional currency of the Hong Kong subsidiary, Altum Pharmaceuticals (HK) Limited, is the Hong Kong dollar. The functional currency of the Australian subsidiary, Altum Pharma (Australia) Pty Ltd., is the Australian dollar. The functional currency of the Barbadian subsidiaries, Altum Pharmaceuticals International Inc. and Altum Pharmaceuticals Barbados Inc. is the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in the consolidated statements of loss and other comprehensive loss. Non-monetary assets and liabilities denominated in other than the functional currency that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value is determined. Non-monetary items that are measured in terms of historical cost in other than the functional currency are translated using the exchange rate at the date of transaction. Foreign operations For consolidation purposes, the assets and liabilities of foreign operations are translated to the presentation currency using the exchange rate prevailing at the financial position date. The income and expenses of foreign operations are translated to the presentation currency using the average rates of exchange during the period. All resulting exchange differences are recorded as other comprehensive income (loss) and accumulated in a separate component of shareholders’ equity, described as foreign currency translation adjustment. (g) Financial Instruments Financial instruments - classification and measurement Financial Assets The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss. • Amortized cost Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company’s amounts receivable, excluding tax receivables, are classified in this category. • Fair value through other comprehensive income (“FVTOCI”) Financial assets classified and measured at FVTOCI are those assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise to cash flows that are SPPI. • Fair value through profit or loss (“FVTPL”) Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. The Company’s cash is classified in this category. Financial Liabilities All financial liabilities are initially recognized at fair value plus or minus transactions costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL. The Company’s accounts payable and accrued liabilities, due to related parties, financial guarantee liabilities, convertible debentures and loans payable are measured at amortized cost. The Company’s warrant liabilities are measured at FVTPL. The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. Financials assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are derecognized when the obligation is discharged, cancelled or expired. Financial instruments - impairment of financial assets The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset 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 Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company shall recognize in the consolidated statements of income (loss), as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. The Company classifies and discloses fair value measurements based on a three-level hierarchy: a. Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities; b. Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and c. Level 3 – inputs for the asset or liability are not based on observable market data. (h) Cash and Cash Equivalents Cash in the consolidated statement of financial position is comprised of cash and short-term deposits which have an original maturity of three months or less or are readily convertible into a known amount of cash. At January 31, 2023 and 2022, the Company had no cash equivalents. (i) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recorded using the straight-line method to depreciate the cost of property and equipment the useful lives for which an asset is expected to be available for use as follows: Computer equipment 2 years Equipment 5 years Leasehold improvements 5 to 10 years Security system 5 years (j) Intangible Assets Intangible assets consist of costs incurred to acquire patents, unpatented technology and in-progress research and development programs. Development expenditures are capitalized as intangible assets only if the expenditure can be measured reliably, the process is technically and commercially feasible, future economic benefits are probable to the Company and the Company has sufficient resources to complete the development and use or sell the asset. Otherwise, it is recognized in the consolidated statements of loss and other comprehensive loss as incurred. Research costs are expensed in the period that they are incurred. Intangible assets that are considered finite life assets are recorded at cost less accumulated amortization and accumulated impairment. Intangible assets that are considered indefinite life assets are recorded at cost less accumulated impairment. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of loss and comprehensive loss when the asset is derecognized. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the asset. Amortization is recorded using the straight-line method and is intended to amortize the intangible assets over their estimated useful lives: Patents 10 years Unpatented technology 10 years License 5 years (k) Impairment of Non-financial Assets At the end of each reporting period, the Company reviews the carrying amounts of long-lived assets to determine whether there is an indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any). The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is determined to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. (l) Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. (m) Leases A contract is a lease or contains a lease if it conveys the right to control the use of an asset for a time period in exchange for consideration. To identify a lease, the Company (1) considers whether an explicit or implicit asset is specified in the contract and (2) determines whether the Company obtains substantially all the economic benefits from the use of the underlying asset by assessing numerous factors, including but not limited to substitution rights and the right to determine how and for what purpose the asset is used. When assessing the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or to not exercise a termination option. This judgment is based on factors such as contract rates compared to market rates, economic reasons, significance of leasehold improvements, termination and relocation costs, installation of specialized assets, residual value guarantees, and any sublease term. The Company does not recognize lease assets and lease liabilities for low-value assets or short-term leases with a term of 12 months or less. The lease payments are recognized in expenses over the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid. The Company elected to not separate non-lease components from lease components and to account for the non-lease and lease components as a single lease component. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method and is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees. (n) Equity Common shares Common shares represent the amount received on the issue of common shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. If common shares are issued when stock options and warrants are exercised, the common shares account also comprised the compensation costs previously recorded as reserves. In addition, if common shares were issued as consideration for the acquisition of a form of non-monetary assets, they are measured at their fair value according to the quoted price on the date of issuance. Unit placements Proceeds from unit placements are allocated between common shares and share purchase warrants issued using the residual method. Proceeds are first allocated to common shares according to the quoted price of existing common shares at the time of issuance and any residual in the proceeds is allocated to warrants. If the warrant is exercised, the value attributed to the warrant is transferred to share capital. The Company may modify the terms of warrants originally granted. When modifications exist, the Company will maintain the original fair value of the warrant. Other elements of equity Reserves include charges related to stock options, compensation options and share purchase warrants until such stock options and share purchase warrants are exercised. (o) Share-based Payments The Company grants share purchase options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and deferred share units (“DSUs”) under its Long-term Incentive Plan described in Note 15 to employees, consultants, directors and others providing similar services. The fair value of share purchase options granted is measured at the grant date using an option pricing model. Subsequently, the fair value of share purchase options ultimately expected to vest is charged to operations over the vesting period. Share purchase options granted to third parties in exchange for goods or services are measured at the fair value of the goods or services received and charged to operations over the vesting period. The fair values of RSUs, PSUs and DSUs granted are measured at grant dates share prices and the expense is allocated over the vesting period based on the best available estimate of the number of RSUs, PSUs and DSUs expected to vest. Non-market vesting conditions are included in assumptions about the number of RSUs, PSUs and DSUs that are expected to be issued or paid. Estimates are subsequently revised if there was any indication that the number of RSUs, PSUs or DSUs expected to vest differed from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if the number of RSUs, PSUs or DSUs that are ultimately issued or paid are different to that estimated on vesting. The accumulated charges related to RSUs, PSUs and DSUs recorded in reserves are transferred to common shares on issuance of common shares in payment of vested RSUs, PSUs and DSUs. (p) Comprehensive Income (Loss) Comprehensive income or loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Financial assets that are measured at fair value through other comprehensive income will have revaluation gains and losses included in other comprehensive income or loss until the asset is removed from the consolidated statement of financial position. Certain gains and losses on the translation of amounts between the functional and presentation currency of the Company are included in other comprehensive income or loss. Gains and losses on translation of foreign subsidiaries are initially recognized in other comprehensive income or loss. Accumulated other comprehensive income or loss on translation of foreign subsidiaries are reclassified from equity to deficit on disposal of the subsidiary. (q) Income (Loss) Per Share The Company presents the basic and diluted earnings or loss per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. For the years ended January 31, 2023, 2022 and 2021, basic net loss per share equals diluted net loss per share as the Company incurred net losses during these years and the Company’s stock options and warrants were anti-dilutive. (r) Taxes Tax expense comprises current and deferred tax. Income tax expense is recognized in the consolidated statements of income (loss) and comprehensive income (loss) except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. (s) Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control and 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. (t) Segment Reporting The Company presents and discloses segmental information based on information that is regularly reviewed by the Chief Executive Officer and the Board of Directors. The allocation of resources between the different operating segments and the assessment of the performance of the operating segments is the responsibility of the Chief Executive Officer. The Company has determined that it has only one operating segment: development and commercialization of patented, differentiated and premium quality pharmaceuticals. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Jan. 31, 2023 | |
New Accounting Pronouncements | 3. New Accounting Pronouncements The following new accounting standards and interpretations will be adopted by the Company subsequent to January 31, 2023. (a) IAS 1 – Presentation of Financial Statements IAS 1 has been revised to (i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability; (ii) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted. IAS 1 has also been amended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not expect the revisions to have a material impact on its consolidated financial statements. (b) IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors IAS 8 has been amended to introduce the definition of an accounting estimate and include other amendments to help entities distinguish changes in accounting estimates from changes in accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023 and changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted. The Company does not expect the amendment to have a material impact on its consolidated financial statements. The following new accounting standards and interpretations were adopted by the Company at February 1, 2022. (c) IAS 16 – Property, Plant and Equipment (“IAS 16”) IAS 16 has been amended to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact on the Company’s consolidated financial statements. (d) IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”) IAS 37 has been amended to clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact on the Company’s consolidated financial statements. |
Settlement and Asset Abandonmen
Settlement and Asset Abandonment | 12 Months Ended |
Jan. 31, 2023 | |
Settlement and Asset Abandonment | |
Settlement and Asset Abandonment | 4. Settlement and Asset Abandonment On February 13, 2020, the Company signed a Settlement Agreement and Release Agreement (“Settlement Agreement”) with two of its former employees in Pivot Naturals, LLC (“Pivot Naturals”) to settle the following legal matters: · A demand for arbitration filed by these former employees before the American Arbitration Association alleging claims for breach of the written employment contracts, fraud, illegal retaliation in violation of California’s whistleblower statute and tortious discharge in violation of public policy seeking, among other things, recovery of damages for breach of employment contracts, including recovery of severance amounts, damages for breach of alleged option rights, waiting time penalties, as well as other general and punitive damages on the tort claims; and · A suit filed in British Columbia by the Company against the former employees for declaratory relief and related matters concerning control and use of the Company’s assets. Consideration for the Settlement Agreement included: · Assignment of Pivot Naturals to Goodbuzz Inc. as follows: 1) 80% of membership interest on the initial closing date (“Initial Closing Date”) (completed February 2020), and 2) 20% on a second closing date which is the earlier of April 30, 2020 and a date upon with certain conditions are met (“Second Closing Date”) (completed April 2020). · $264,660 (US$200,000) payment to be made as follows: 1) $165,413 (US$125,000) upon Initial Closing Date (completed in February 2020), and 2) $99,247 (US$75,000) upon Second Closing Date (completed in April 2020). A loss on settlement of legal claims of $264,660 has been recorded in the consolidated statement of comprehensive loss for the year ended January 31, 2020. · Payment of the monthly lease due on the lease at 3595 Cadillac Avenue in California, U.S.A. for the months of February, March and April 2020 (completed in February 2020). Together with the assignment of Pivot Naturals, the Company assigned its right-of-use (“ROU”) asset related to its lease at 3595 Cadillac Avenue and extinguished accounts payable and accrued liabilities and obligations related to this lease. The following gain on abandonment of assets has been included in the consolidated statements of loss and other comprehensive loss: Years Ended January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Cash – – (347 ) Right-of-use asset – – – Other assets – – – Accounts payable and accrued liabilities – – 22,391 Lease liability – – 1,459,785 Gain on abandonment of assets – – 1,481,829 The Company evaluated the assignment of Pivot Naturals in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations. |
Sale Abandonment of Assets
Sale Abandonment of Assets | 12 Months Ended |
Jan. 31, 2023 | |
Sale/Abandonment of Assets | 5. Sale/Abandonment of Assets (a) On December 17, 2021, the Company signed a share contract with an unrelated third party (the “BetterLife Europe Purchaser”) for the sale of 100% of the issued and outstanding common shares of BetterLife Europe Pharmaceuticals AG (“BetterLife Europe”). Pursuant to the sale of BetterLife Europe, the Company’s Solmic patents, having a carrying amount of $nil, and Solmic AG, a subsidiary of BetterLife Europe, were transferred to the BetterLife Europe Purchaser and the Company is no longer pursuing commercialization of cannabis products in Europe. Consideration of the sale was $246,041 (€170,000) and a gain on sale of assets of $nil has been included in the consolidated statements of loss and other comprehensive loss during the year ended January 31, 2023 (2022 - $191,699; 2021 - $nil). The Company evaluated the disposal of BetterLife Europe in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations as it did not represent a separate major line of business. (b) On October 2, 2020, the Company signed a share purchase agreement with an unrelated third party (the “Pivot Purchaser”) for the sale of 100% of the issued and outstanding common shares of Pivot Pharmaceuticals Manufacturing Corp. (“Pivot”), a wholly-owned subsidiary. Pursuant to the sale of Pivot, the Company’s lease of the manufacturing facility in Dollard-des-Ormeaux, Quebec, Canada (the “Facility”) and its in-process Health Canada license application (the “Application”) were transferred to the Pivot Purchaser and the Company is no longer pursuing the Application for processing of cannabis products in Canada. Consideration included the following: 1) Pivot Purchaser settling Pivot and the Company’s outstanding obligations with the lessor of the Facility of $135,879, 2) Cancellation of any amounts that Pivot or the Company may owe to the Pivot Purchaser, 3) Pivot Purchaser’s assumption of the lease of the Facility as of September 1, 2020, 4) Cancellation by Pivot of obligations that the Pivot Purchaser owes to Pivot, 5) Pivot Purchaser’s assumption of further obligations with respect to the Application, and 6) Pivot Purchaser’s discontinuation of its lawsuit filed in the Province of Quebec against Pivot. The following loss on sale of assets has been included in the consolidated statements of loss and other comprehensive loss: Years Ended January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Deposit – – (177,300 ) Equipment – – (469,695 ) ROU asset – – (3,066,586 ) Lease liability – – 3,279,364 Other – – 2,707 Loss on sale of assets – – (431,510 ) The Company evaluated the disposal of Pivot in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations. (c) During the year ended January 31, 2021, the Company shifted its strategic focus from manufacture and commercialization of cannabis/hemp products to research and development of pharmaceuticals and recorded a loss on abandonment of assets of $245,890 upon halting hemp-related activities in the U.S.A. |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Jan. 31, 2023 | |
Asset Acquisitions | |
Assets Acquisitions | 6. Asset Acquisitions (a) On December 7, 2020, the Company entered into an asset purchase agreement with Nutraneeds LLC (“Nutraneeds”) whereby the Company issued 13,333,333 common shares (Note 12(r)) to acquire intellectual property, including patented technology, in connection with the compounds known as 2-bromo-LSD. The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets acquired met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. The intangible assets acquired were determined to be too-early stage to meet the definition of intangible asset. Accordingly, the Company accounted for this transaction as an asset acquisition and measured the transaction using the fair value of the consideration paid with amount paid being recognized as an expense through comprehensive loss. The consideration transferred, and assets and unidentifiable assets acquired are as follows: Consideration paid: $ Common shares issued 16,666,666 Net assets acquired: $ Unidentifiable assets 16,666,666 Fair value of net assets acquired 16,666,666 During the year ended January 31, 2023, the Company recognized $nil in the consolidated statements of loss and other comprehensive loss on the write-off of fair value of net assets acquired (2022 - $nil; 2021 - $16,666,666). (b) On August 31, 2020, the amalgamation between the Company, MedMelior Inc. (“MedMelior”), an entity with common officers and director with the Company, and 12167573 Canada Ltd., a wholly-owned subsidiary of the Company, was ratified by the Canadian Securities Exchange. Upon the close of the amalgamation, MedMelior became a wholly-owned subsidiary of the Company. Pursuant to the amalgamation, the Company issued 18,217,239 common shares to MedMelior shareholders (Note 12(p)) in exchange for MedMelior common shares. In addition, 856,880 stock options were issued to MedMelior’s optionees (Note 15(c)) and 252,595 share purchase warrants to MedMelior‘s warrant-holders (Note 13(a)). Pursuant to the acquisition of MedMelior, the Company acquired patents related to its MM-001 program and in-process research and development related to its MM-003 program (Note 8). The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets and operations of MedMelior met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as an asset acquisition. The consideration transferred, assets acquired and liabilities assumed recognized are as follows: Consideration paid: $ Common shares issued 6,094,149 Share purchase options granted 100,312 Share purchase warrants granted 57,718 Total purchase price 6,252,179 Net assets acquired: $ Cash 24,825 Amounts receivable 31,451 Prepaid and other current assets 363,150 Equipment 44,553 Intangible assets 11,362,000 Advances (1,507,979 ) Accounts payable and accrued liabilities (3,475,581 ) Due to related parties (590,240 ) Net value of net assets acquired 6,252,179 (c) On May 7, 2020, the Company acquired 100% of the outstanding common shares of Blife Therapeutics Inc. (“Blife”) from MedMelior for $1. The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets and operations of Blife met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as an asset acquisition. Net assets acquired: $ Cash 240 GST receivable 43 Net value of assets acquired 283 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2023 | |
Property and Equipment | 7. Property and Equipment Cost Computer Equipment $ Equipment $ Leasehold Improvements $ Security System $ Total $ Balance, January 31, 2020 7,349 65,698 200,084 269,611 542,742 Addition – 10,153 – – 10,153 Acquisition (Note 6(b)) – 44,553 – – 44,553 Impairment (Notes 5(b) and 5(c)) (7,349 ) (77,098 ) (200,084 ) (269,611 ) (554,143 ) Effect of foreign exchange rate changes – 1,247 – – 1,247 Balance, January 31, 2023, 2022 and 2021 – 44,553 – – 44,553 Accumulated Depreciation Computer Equipment $ Equipment $ Leasehold Improvements $ Security System $ Total $ Balance, January 31, 2020 306 2,191 – – 2,497 Depreciation 2,756 22,393 – – 25,149 Impairment (Notes 5(b) and 5(c)) (3,062 ) (16,926 ) – – (19,988 ) Effect of foreign exchange rate changes – 24 – – 24 Balance, January 31, 2021 – 7,682 – – 7,682 Depreciation – 18,436 – – 18,436 Balance, January 31, 2022 – 26,118 – – 26,118 Depreciation – 18,435 – – 18,435 Balance, January 31, 2023 – 44,553 – – 44,553 Net book value, January 31, 2023 – – – – – Net book value, January 31, 2022 – 18,435 – – 18,435 Net book value, January 31, 2021 – 36,871 – – 36,871 During the year ended January 31, 2021, pursuant to signing of the share purchase agreement for the sale of Pivot (Note 5(b)) and the shift in strategic focus (Note 5(c)), the Company impaired property and equipment totaling $534,155, which has been recorded within gain on sale/abandonment of assets, net in the consolidated statements of loss and other comprehensive loss. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jan. 31, 2023 | |
Intangible Assets | |
Intangible Asset | 8. Intangible Assets Cost MM-001 Patents and IPR&D $ MM-003 IPR&D $ BiPhasix License $ Thrudermic Non-Patented Technology $ Solmic Patents $ Total $ Balance, January 31, 2020 – – 319,174 830,000 – 1,149,174 Addition – – – – 86,462 86,462 Acquisition (Note 6(b)) 9,159,000 2,203,000 – – – 11,362,000 Impairment (Notes 8(b), 8(d), 8(f) and 8(g)) (9,159,000 ) (2,203,000 ) (319,174 ) (830,000 ) (86,462 ) (12,597,636 ) Balance, January 31, 2023, 2022 and 2021 – – – – – – Accumulated Amortization and Impairment Losses Balance, January 31, 2020 – – 190,792 157,325 – 348,117 Amortization – – 59,681 62,079 10,851 132,611 Impairment (Notes 8(b), 8(d), 8(f) and 8(g)) – – (250,473 ) (219,404 ) (10,851 ) (480,728 ) Balance, January 31, 2023, 2022 and 2021 – – – – – – Net book value, January 31, 2023, 2022 and 2021 – – – – – – Pursuant to the asset purchase agreement with Nutraneeds (Note 6(a)), the Company acquired the following patent: (a) BETR-001: BETR-001 is a nontoxic second-generation Lysergic Acid Diethylamide (“LSD”) derivative molecule that mimics the projected therapeutic potential of LSD in the treatment of disorders such as major depressive disorder, anxiety disorder and neuropathic pain and other neuro-psychiatric and neurological disorders. Upon the acquisition of MedMelior on August 31, 2020 (Note 6(b)), the BiPhasix license, representing an intercompany transaction, has been eliminated in these consolidated financial statements. Also pursuant to the acquisition, the Company acquired the following in-progress research and development (“IPR&D”) programs and patents: (b) MM-001: MM-001 is a topical Interferon α2b (“IFNα2b”) product for the treatment of Human Papiloma Virus (“HPV”) infection that can cause cervical cancer. In 2017, MedMelior entered into a patent license agreement with Altum-Avro Pharma Partnership (“AAPP”) to license the development of the technology involving the formation of biphasic lipid vesicles for use as a vehicle for administration of a biologically active material (“BiPhasix™ Technology”). The BiPhasix™ Technology is a novel encapsulation and delivery platform technology. BiPhasix-encapsulated interferon IFNα2b for use in treatment of HPV-cervical dysplasia. Consideration of the patent license agreement included: · Five and a quarter percent (5.25%) of the inventory of any and all product produced by MedMelior to be paid in kind to AAPP. · Milestone payments: o $3 million upon initiation of the first Phase 3 trial in any global territory except for eastern European territories, o $5 million upon first submission of New Drug Application or similar for approval in any global territory except for eastern European territories, and o $10 million upon first commercial sale in any global territory except for eastern European territories. · Royalties: o 8% on annual net sales up to $50 million, o 10% on annual net sales on the next $25 million, and o 12.5% on annual net sales above $75 million. · 30% of any upfront payments that MedMelior receives from a third person in respect of development, licensing, manufacturing or distribution rights. Being in such early stage in development, the Company was not able to reasonably estimate recoverable amount for purposes of its analysis on impairment of long-lived assets and recorded an impairment of its MM-001 patents and IPR&D during the year ended January 31, 2021. Should this impairment loss subsequently reverse in the future, the carrying amount of MM-001 will be increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount originally recognized. (c) AP-002: AP-002 is an oral gallium-based novel small molecule. The finished drug product is an enteric protected tablet for oral administration. In December 2022, the Company formally ceased the AP-002 development program. (d) MM-003: MM-003 is a patent pending IFN α2b inhalation formulation for the treatment of viral infections. The MM-003 program is in pre-clinical stage of development. Being in such early stage in development, the Company was not able to reasonably estimate recoverable amount for purposes of its analysis on impairment of long-lived assets and recorded an impairment of its MM-003 IPR&D during the year ended January 31, 2021. Should this impairment loss subsequently reverse in the future, the carrying amount of MM-003 will be increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount originally recognized. Other intangible assets include: (e) BETR-002: BETR-002 is a formulation of a derivative of dihydrohonokiol, a known anti-anxiety compound, with potential for treatment of benzodiazepine dependency, anxiety and spasticity. (f) Thrudermic non-patented technology: On March 2, 2018, the Company entered into an exchange agreement with Thrudermic, LLC (“Thrudermic”) and the members of Thrudermic whereby the Company paid US$1.00 for the issued and outstanding units of Thrudermic and issued 50,000 common shares to the members of Thrudermic for their intellectual property portfolio, including unpatented technology, goodwill and know-how in connection with the Thrudermic transdermal nanotechnology. The Company performed an assessment to determine if there were any indications of impairment of its intangible assets and concluded that factors indicated impairment within its Thrudermic non-patented technology. With the disposal of Pivot (Note 5(b)) and the shift in strategic focus (Note 5(c)), the Company exited the cannabis manufacturing industry. The Company reduced to $nil its expectations of cash flows from the use of the Thrudermic non-patented technology in manufacture and sale of cannabis products and recorded an impairment loss on its Thrudermic non-patented technology of $610,596 during the year ended January 31, 2021. (g) Solmic patents: On October 22, 2019, the Company entered into a contract to acquire Solmic AG. Consideration for the acquisition was CHF 10,000. In connection with the acquisition, the Company entered into an assignment agreement to assign a patented technology called “Solmic” for payments totaling EUR 50,000. The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets and operations of Solmic AG met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company has accounted for this transaction as an asset acquisition. The Company performed an assessment to determine if there were any indications of impairment of its intangible assets and concluded that factors indicated impairment within its Solmic patents. With the disposal of Pivot (Note 5(b)) and the shift in strategic focus (Note 5(c)), the Company exited the cannabis manufacturing industry. The Company reduced to $nil its expectations of cash flows from the use of the Solmic patents in manufacture and sale of cannabis products and recorded an impairment loss on its Solmic patents of $75,611 during the year ended January 31, 2021. Pursuant to the disposal of BetterLife Europe (Note 5(a)), the Solmic patents were assigned to the BetterLife Europe Purchaser. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2023 | |
Leases | |
Leasess | 9. Leases As at January 31, 2023, the Company does not have any leases. In prior years, leases of the Company related to building leases. During the year ended January 31, 2021, the Company’s lease at 3595 Cadillac Avenue in California, U.S.A was assigned together with the assignment of Pivot Naturals (Note 4). The related lease liability was extinguished during the year ended January 31, 2021 and a gain on extinguishment of $1,459,785 has been recorded within gain on sale/abandonment of assets, net on the consolidated statements of loss and other comprehensive loss. During the year ended January 31, 2021, the Company’s lease at 285-295 Kesmark Street in Quebec, Canada was assigned together with the sale of Pivot (Note 5(b)). A gain on extinguishment of the lease liability, net of loss on disposal of the ROU asset, totaling $212,777 has been recorded within gain on sale/abandonment of assets, net on the consolidated statements of loss and other comprehensive loss during the year ended January 31, 2021. The Company remains a guarantor on the lease at 285-295 Kesmark Street, which has monthly lease payments up to approximately $53,700, until the lease expiry date of April 30, 2025 pursuant to which it has recorded a financial guarantee liability of $1,107,212 (January 31, 2022 - $1,083,295) (Note 21(e)). Right-of-use Assets $ Balance, January 31, 2020 3,251,638 Disposal – ROU asset (3,330,947 ) Disposal – Accumulated amortization on ROU asset 264,362 Amortization on ROU asset (185,053 ) Balance, January 31, 2023, 2022 and 2021 – During the year ended January 31, 2023, the Company recorded $nil (2022 - $nil; 2021 - $254,902) of sub-lease income related to the sub-lease of 285 Kesmark Street, which has been offset against amortization on ROU asset in the consolidated statements of loss and other comprehensive loss. Lease Liability $ Balance, January 31, 2020 4,702,292 Disposal (4,739,149 ) Lease liability expense 479,164 Lease payments (499,929 ) Effect of foreign exchange rate changes 57,622 Balance, January 31, 2023, 2022 and 2021 – |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Jan. 31, 2023 | |
Convertible Debenture | 10. Convertible Debentures Convertible Debentures $ Balance, January 31, 2020 – Proceeds from issuances of convertible debentures 800,000 Transfer of conversion component to equity (12,671 ) Repayment (200,000 ) Conversion to common shares (100,000 ) Accretion 12,671 Balance, January 31, 2021 500,000 Repayment (250,000 ) Debt modification (56,264 ) Accretion and interest 44,144 Balance, January 31, 2022 237,880 Debt modification 197,205 Accretion and interest 50,247 Conversion to common shares (Note 12(b)) (485,332 ) Balance, January 31, 2023 – On September 4, 2020, the Company issued an unsecured convertible debenture with a non-related party for $500,000. The debenture bore interest at 8% per annum, had an original maturity date of December 3, 2020 and was convertible into common shares at a conversion price equal to $1.15 per common share. On April 1, 2021, the maturity date was amended to May 3, 2022. On June 3, 2021, $250,000 of the note was repaid. On October 31, 2022, the conversion price was amended to $0.20 per common share and a loss on debt modification of $197,205 was recorded. On the same date, principal amount and accrued interest of convertible debenture totaling $308,028 was converted into 1,540,135 common shares (Note 12(b)) at a conversion price of $0.20. On September 23, 2020, the Company issued an unsecured convertible debenture with a non-related party for $200,000. The debenture bore interest at 8% per annum and had a maturity date of December 22, 2020. The note was convertible into common shares at a conversion price equal to $1.15 per common share. The principal and accrued interest was repaid in full on November 1, 2020. On September 25, 2020, the Company issued an unsecured convertible debenture with a non-related party for $100,000. The debenture bore interest at 8% per annum and had a maturity date of December 24, 2020. The note was convertible into common shares at a conversion price equal to $1.15 per common share. On January 14, 2021, 89,034 common shares were issued pursuant to the conversion of the outstanding principal and accrued interest on this convertible debenture totalling $102,389 (Note 12(s)). The convertible debentures contained no financial covenants. The liability components of the convertible debentures were determined by using discounted cash flows to measure the fair values of similar liabilities that exclude convertibility features. Accretion expense on convertible debentures for the year ended January 31, 2023 was $5,834 (2022 - $1,076; 2021 - $12,671). As at January 31, 2022 and 2021, accrued interest of $43,068 and $16,329, respectively, was included in convertible debenture. As at January 31, 2023, there is no balance of convertible debenture and accrued interest. |
Loans Payable
Loans Payable | 12 Months Ended |
Jan. 31, 2023 | |
Loans Payable | |
Loans Payable | 11. Loans Payable Loans Payable $ Current $ Long-term $ Balance, January 31, 2021 and 2020 – – – Proceeds from loans payable 120,000 Premium on loans payable (50,949 ) Accretion 5,508 Balance, January 31, 2022 74,559 40,000 34,559 Accretion 5,441 Balance, January 31, 2023 80,000 80,000 – In February 2021, the Company and its subsidiary, MedMelior, each entered into Canada Emergency Business Account (“CEBA”) term loan agreements for $60,000 with an initial expiry date of December 31, 2022 (amended to December 31, 2023) and interest rate of nil% per annum during this initial term. The CEBA term loan agreements also provide for an extended maturity date of December 31, 2025 and interest rate of 5% per annum during the extended term. The Company recognized $nil (2022 - $50,949 including $40,000 forgivable portion; 2021 - $nil) of premium from loans payable included in other on the consolidated statements of loss and other comprehensive loss for the year ended January 31, 2023. |
Common Shares
Common Shares | 12 Months Ended |
Jan. 31, 2023 | |
Common Shares | |
Common Sharess | 12. Common Shares Authorized: Unlimited number of common shares without par value In June 2020, the Company effected a consolidation of its issued and outstanding common shares on a ten (10) old for one (1) new common share. All common share figures and references are retrospectively adjusted. During the year ended January 31, 2023: (a) The Company issued 10,000 common shares, with fair value totaling $16,850, to a third party pursuant to vesting of restricted stock units (Note 15(a)) and 152,500 common shares, with fair value of $29,737 to a third party for services rendered. (b) In October 2022, the Company issued 1,540,135 common shares pursuant to the conversion of principal and accrued interest of convertible debenture (Note 10). (c) In October and December 2022, the Company issued, pursuant to a non-brokered private placement, 3,160,000 common shares at price of $0.20 (US$0.15) per share for gross proceeds of $647,166 (US$474,000). (d) The Company received subscription proceeds totaling $74,000 from its Chief Executive Officer (Note 18). During the year ended January 31, 2022: (e) The Company issued 15,000 common shares, with fair value totaling $28,350, to a third party pursuant to vesting of restricted stock units (Note 15(a)), 23,724 common shares, with fair value of $40,331, as settlement of amounts payable and 412,069 common shares, with fair values of $115,500, to third parties for services rendered. (f) In February and March 2021, the Company issued, pursuant to a non-brokered private placement, 1,779,833 common shares at price of $1.40 per share for gross proceeds of $2,491,766. Share issue costs consisted of issuances of 210,771 common shares with fair value of $287,413 and other transaction costs of $30,477. (g) On April 3, 2021, 5,589,735 special warrants were exercised pursuant to which the Company issued 6,372,298 common shares, valued at $2,794,868, and 6,372,298 warrants with an exercise price of $0.60 and expiry date of December 1, 2023. Pursuant to the exercise, $572,565 of issue costs related to the special warrants have been reclassified from reserves into common shares on the consolidated statements of shareholders’ deficit. The following table summarizes the continuity of special warrants: Number of Exercised Into Special Warrants Common Shares Warrants Balance, January 31, 2020 – – – Issued (Note 12(q)) 5,889,735 – – Exercised into 1.10 common shares and warrants (Note 12(q)) (300,000 ) 330,000 330,000 Balance, January 31, 2021 5,589,735 330,000 330,000 Exercised into 1.14 common shares and warrants (5,589,735 ) 6,372,298 6,372,298 Balance, January 31, 2023 and 2022 – 6,702,298 6,702,298 (h) On April 26, 2021, the Company filed and obtained a receipt for a final base shelf prospectus (the "Shelf Prospectus") filed with the securities regulatory authorities in British Columbia, Alberta and Ontario, Canada. The Shelf Prospectus is valid for a 25-month period, during which time the Company may issue an aggregate offering amount of up to $100 million of common shares, preferred shares, warrants, subscription receipts, units and debt securities (the "Securities") in amounts and at prices on the terms based on market conditions at the time of sale and set forth in an accompanying prospectus supplement ("Prospectus Supplement"). Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities may be used for general corporate and working capital requirements, funding product program costs, or for other corporate purposes. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of the Securities. There is no certainty that any Securities will be offered or sold under the Shelf Prospectus within the 25-month period. During the year ended January 31, 2022, the Company incurred $77,184 of costs related to the filing of the Shelf Prospectus. (i) On May 14, 2021, the Company issued, pursuant to a non-brokered private placement, 1,142,857 common shares at price of US$0.70 per share for gross proceeds of $972,000 (US$800,000). Share issue costs consisted of issuance of 311,689 common shares with fair value of $168,312 and other transaction costs of $38,637. (j) On May 28, 2021, the Company closed on a bought-deal public offering and issued, under the Shelf Prospectus (Note 12(h)), 15,812,500 units at price of $0.40 per unit for gross proceeds of $6,325,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $395,313 allocated to the warrants. Share issue costs totaling $1,673,703 consisted of the following: 1,265,000 compensation options with fair value of $644,629 (Note 14), 689,655 common shares with fair value of $268,965, agent’s fee of $506,000 and other transaction costs of $254,109. Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024. Fair values of the compensation options were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the compensation options. (k) On June 7, 2021, the Company closed on a marketed public offering and issued, under the Shelf Prospectus (Note 12(h)), 6,525,000 units at price of $0.40 per unit for gross proceeds of $2,610,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $685,125 allocated to the warrants. Share issue costs totaling $556,698 consisted of the following: 652,750 compensation options with fair value of $227,612 (Note 14), agent’s fee of $261,000 and other transaction costs of $68,086. Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024. Fair values of the compensation options were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the compensation options. (l) On June 25, 2021, the Company closed on a partial exercise of the over-allotment option in conjunction with its marketed public offering (Note 12(k)) and issued, under the Shelf Prospectus (Note 12(h)), 500,000 units at price of $0.40 per unit and 478,750 share purchase warrants at a price of $0.0563 per share purchase warrant for gross proceeds of $226,954. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $52,500 allocated to the warrants. Each share purchase warrant issued entitles the holder to purchase one common share at an exercise price of $0.50 and expires on May 28, 2021. Share issue costs totaling $50,920 consisted of 50,000 compensation options with fair value of $17,405 (Note 14) entitling the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024, 47,875 compensation options with fair value of $6,819 (Note 14) entitling the holder to purchase one common share at an exercise price of $0.50 per share and expires on May 28, 2024, agent’s fee of $22,696 and other transaction costs of $4,000. Fair values of the compensation options were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the compensation options. During the year ended January 31, 2021: (m) The Company issued 94,206 common shares, with fair value totaling $98,968, pursuant to the termination of employment agreements, 841,526 common shares with fair value of $1,253,045, to third parties for services rendered and 3,000 common shares with fair value of $5,550 to a director for services rendered (Note 18). Fair values of services were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company also issued 296,667 common shares valued at $405,250 to former officers, a former director and a third party pursuant to vesting of restricted and performance stock units (Notes 15(a), 15(b) and 18). (n) In July and August 2020, the Company issued 716,725 units, consisting of one common share and one half of one share purchase warrant, at price of $1.90 per unit for gross proceeds of $1,361,778. Each share purchase warrant entitles the holder to purchase one common share at a price of $2.30 per share and has an expiry term of two (2) years. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants. (o) Pursuant to the private placement in July and August 2020, finders’ fees consisted of cash payments of $72,434 and issuance of 54,142 share purchase warrants, valued at $103,550, entitling the holders to purchase one common share at a price of $2.30 per share and with an expiry term of two (2) years. Fair values of the agent warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model in order to value the warrants. (p) On September 4, 2020, 18,217,239 common shares, with fair value of $6,094,150, were issued pursuant to the amalgamation agreement with MedMelior (Note 6(b)). (q) On December 2, 2020, the Company closed a private placement offering of special warrants of the Company, pursuant to which the Company issued 5,889,735 special warrants at a price of $0.50 per special warrant, for aggregate gross proceeds of $2,944,868 (the “Offering”). Each special warrant is exercisable, for no additional consideration, into one unit of the Company, with each unit consisting of one common share and one common share purchase warrant, entitling the holder thereof to acquire one common share at an exercise price of $0.60 and expiry date of December 1, 2023. All unexercised special warrants are automatically exercised on the day that is the earlier of (i) April 3, 2021, and (ii) as soon as reasonably practicable, and in any event no later than the third business day, after a receipt is issued for a final prospectus qualifying the distribution of the units underlying the special warrants and the units underlying the compensation options granted to the agents. In connection with the Offering, the Company paid an agent’s fee consisting of the following: 1) cash fee equal to 8.0% of the gross proceeds from the Offering, and 2) 471,178 compensation options, valued at $138,175 (Note 14) equal to 8.0% of the total number of special warrants sold under the Offering at an exercise price of $0.50 and expiry of 36 months. Other transaction costs totaled $434,237. The Company will prepare and file with each of the securities regulatory authorities in each of the provinces of Canada, except Quebec, in which the special warrants are sold and obtain a receipt for a preliminary short form prospectus and a final short form prospectus (the “Final Prospectus”), qualifying the distribution of the units underlying the special warrants and the compensation options, in compliance with applicable securities law, within forty (40) days from December 2, 2020 (not completed). In the event that the Company has not received a receipt for the Final Prospectus within forty (40) days, each unexercised special warrant will thereafter entitle the holder to receive upon exercise, at no additional consideration, one-and-one-tenth (1.10) Unit (instead of one Unit) and thereafter at the end of each additional thirty (30) day period, each special warrant will be exercisable for an additional 0.02 of a unit. On January 18, 2021, 300,000 special warrants were exercised pursuant to which the Company issued 330,000 common shares, valued at $150,000, and 330,000 share purchase warrants with an exercise price of $0.60 and expiry date of December 1, 2023. On April 3, 2021, all remaining outstanding special warrants were automatically exercised into 1.14 units (Note 12(g)). (r) On December 18, 2020, 13,333,333 common shares, with fair value of $16,666,666, were issued pursuant to the asset purchase agreement with Nutraneeds (Note 6(a)). (s) On January 14, 2021, 89,034 common shares were issued pursuant to conversion of principal and accrued interest of convertible debenture totaling $102,389 (Note 10). (t) On January 18, 2021, 316,000 common shares were issued pursuant to the exercise of share purchase warrants (Note 13(c)) for gross proceeds of $189,600. |
Share Purchase Warrants
Share Purchase Warrants | 12 Months Ended |
Jan. 31, 2023 | |
Share Purchase Warrants | |
Share Purchase Warrants | 13. Share Purchase Warrants (a) Warrant liabilities In connection with the asset acquisition (Note 6(b)), 252,595 share purchase warrants were issued with exercise prices denominated in US dollars. When non-compensatory warrants have an exercise price denominated in a currency which is different from the functional currency of the Company (Canadian dollar), the warrants are treated as financial liabilities. These warrants are therefore classified as financial liabilities with changes in fair value recognized in the consolidated statements of loss and other comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy. The following table summarizes the continuity of liability-classified common share purchase warrants: Number of Warrants Weighted Average Exercise Price US$ Liability Amount $ Balance, January 31, 2020 – – – Granted pursuant to acquisition (Note 6(b)) 252,595 1.44 57,718 Change in fair value – – 73,885 Balance, January 31, 2021 252,595 1.44 131,603 Change in fair value – – (131,250 ) Balance, January 31, 2022 252,595 1.44 353 Change in fair value – – (353 ) Expired (252,595 ) (1.44 ) – Balance, January 31, 2023 – – – At January 31, 2023, there were no liability-classified share purchase warrants outstanding. (b) Warrant liabilities of MedMelior At January 31, 2023, MedMelior has 96,667 share purchase warrants with exercise prices denominated in U.S. dollars. When non-compensatory warrants have an exercise price denominated in a currency which is different from the functional currency of MedMelior (Canadian dollar), the warrants are treated as financial liabilities. These warrants are therefore classified as financial liabilities with changes in fair value recognized in the consolidated statements of loss and other comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy. The following table summarizes the continuity of liability-classified share purchase warrants of MedMelior: Number of Warrants Weighted Average Exercise Price US$ Liability Amount $ Balance, January 31, 2022, 2021 and 2020 – – – Granted (Note 16) 96,667 1.25 25,709 Change in fair value – – (5,009 ) Balance, January 31, 2023 96,667 1.25 20,700 At January 31, 2023, the following liability-classified share purchase warrants of MedMelior were outstanding: Number of Warrants Exercise Price US$ Expiry Date Weighted average remaining contractual life (years) 96,667 1.25 June 9, 2024 1.36 The fair value of warrant liabilities at January 31, 2023 was determined using the Black-Scholes option pricing model, using the following assumptions: · Risk free interest rate: 3.97% · Volatility: 90% · Market price of common shares on valuation date: US$0.67 · Expected dividends: Nil% · Expected life: 1.36 years · Exercise price: US$1.25 (c) Equity-classified warrants The following table summarizes the continuity of equity-classified share purchase warrants: Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2020 7,947,892 2.94 Granted (Notes 12(n), 12(o) and 12(q)) 742,504 1.54 Exercised (Note 12(t)) (316,000 ) (0.60 ) Balance, January 31, 2021 8,374,396 2.90 Granted (Notes 12(g), 12(j), 12(k) and 12(l)) 30,126,643 0.52 Expired (7,241,912 ) (2.98 ) Balance, January 31, 2022 31,259,127 0.59 Expired (1,118,484 ) (2.43 ) Balance, January 31, 2023 30,140,643 0.52 During the year ended January 31, 2023, the Company did not issue any share purchase warrants to third parties for services (2022 – 438,095 valued at $239,002; 2021 – nil). On May 7, 2020, the Company amended the exercise price of the following outstanding warrants that were issued pursuant to private placements completed in 2019: 1,386,800 warrants issued on May 30, 2019 and expiring on May 29, 2021, 4,613,200 warrants issued on May 15, 2019 and expiring on May 14, 2021 and 695,000 warrants issued on April 8, 2019 and expiring on March 16, 2022. The exercise prices of these warrants were amended to $2.50 per warrant. Previous exercise prices were $3.00 and $3.50. At January 31, 2023, the following equity-classified share purchase warrants were outstanding: Number of Warrants Exercise Price $ Expiry Date 200,000 1.21 March 28, 2023 238,095 0.27 September 26, 2023 6,386,298 0.60 December 1, 2023 23,316,250 0.50 May 28, 2024 30,140,643 The fair values of equity-classified warrants issued pursuant to the Company’s financings (Notes 12(j), 12(k) and 12(l)) were estimated using the residual method. The fair values of equity-classified warrants issued pursuant to the exercise of special warrants (Note 12(g)) were estimated using the residual value method and allocated a fair value of $nil. The fair values of equity-classified warrants issued for services of $239,002 was recorded within consulting fees and promotion and marketing in the Company’s consolidated statements of loss and other comprehensive loss and estimated for the year ended January 31, 2022 using the Black-Scholes option pricing model with the following assumptions: · Dates of grant: March 29 and September 27, 2021 · Risk free interest rates: 0.24% to 0.53% · Volatilities: 97% to 98% · Market prices of common shares on grant date: $0.27 to $1.21 · Expected dividends: Nil% · Expected life: Two (2) years · Exercise prices: $0.27 to $1.21 On March 28, 2023, 200,000 warrants with exercise price of $1.21 expired unexercised. |
Compensation Options
Compensation Options | 12 Months Ended |
Jan. 31, 2023 | |
Compensation Options | 14. Compensation Options The following table summarizes the continuity of compensation options: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2020 – – – Granted 471,178 0.50 3.00 Outstanding and exercisable, January 31, 2021 471,178 0.50 2.83 Granted (Notes 12(j), 12(k) and 12(l)) 2,015,625 0.40 3.00 Outstanding and exercisable, January 31, 2022 and 2023 2,486,803 0.42 1.23 / 2.23 At January 31, 2023, the following compensation options were outstanding and exercisable: Exercisable Into Number of Compensation Options Exercise Price $ Expiry Date Common Shares Share Purchase Warrants Exercise Price Expiry Date 471,178 0.50 December 2, 2023 537,143 537,143 $ 0.60 December 2, 2023 1,967,750 0.40 May 28, 2024 1,967,750 1,967,750 $ 0.50 May 28, 2024 47,875 0.50 May 28, 2024 47,875 – – – 2,486,803 2,552,768 2,504,893 Compensation options are exercised by delivery of an election to purchase together with payment by the compensation option holder to the Company. During the year ended January 31, 2022, the fair values of compensation options were determined using the Monte Carlo option pricing model, using the following assumptions: · Risk free interest rates: 0.50% to 0.61% · Volatility: 114% to 119% · Market prices of common shares on valuation date: $0.295 to $0.40 · Expected dividends: Nil% · Expected life: Three (3) years · Exercise prices: $0.40 to $0.50 |
Long-term Incentive Plans
Long-term Incentive Plans | 12 Months Ended |
Jan. 31, 2023 | |
Long-term Incentive Plans | 15. Long-term Incentive Plans Effective October 1, 2019, the Company adopted a long-term incentive plan. Under this plan, the Company may grant share purchase options, RSUs, PSUs or deferred share units to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than 10% of its outstanding common shares on a fully-diluted basis. RSUs, PSUs and deferred share units are settled in common shares. The exercise price of the share purchase options will be determined by the Company and will be no less than market price on grant date. Effective June 29, 2018, the Company’s subsidiary, MedMelior, adopted a stock option plan. Under this plan, MedMelior may grant options to its directors, officers, employees and consultants up to an amount as determined by MedMelior. The exercise price of the stock options will be determined by MedMelior. (a) Restricted Stock Units The following table summarizes the continuity of the Company’s RSUs: Number of RSUs Outstanding, January 31, 2020 275,000 Granted 30,000 Common shares issued on vesting (Notes 12(m) and 18) (271,667 ) Forfeited (Note 18) (8,333 ) Outstanding, January 31, 2021 25,000 Common shares issued on vesting (Note 12(e)) (15,000 ) Outstanding, January 31, 2022 10,000 Common shares issued on vesting (Note 12(a)) (10,000 ) Outstanding, January 31, 2023 – The fair value of share-based payment expense was determined using market value of the share price on grant date. RSUs are settled by delivery of a notice of settlement by the RSU holder or, if no notice of settlement is delivered, on the last vesting date. During the year ended January 31, 2023, the Company recognized $2,661 of share-based payments related to its RSUs (2022 - $23,668; 2021 - $219,360) within consulting fees and wages, salaries and employment expenses in its consolidated statements of loss and other comprehensive loss. (b) Performance Stock Units The following table summarizes the continuity of the Company’s PSUs: Number of PSUs Outstanding, January 31, 2020 75,000 Common shares issued on vesting (Notes 12(m) and 18) (25,000 ) Expired (Note 18) (25,000 ) Outstanding, January 31, 2023, 2022 and 2021 25,000 PSUs vested on March 31, 2021 and are settled by delivery of a notice of settlement by the PSU holder. At January 31, 2023, 25,000 PSUs were vested but not yet settled (January 31, 2022 – 25,000). During the year ended January 31, 2022, the Company recognized share-based compensation related to its PSUs of $nil (2022 - $nil; 2021 – reversal of $6,359 due to non-market performance condition not being met) within consulting fees in its consolidated statements of loss and other comprehensive loss. (c) Share Purchase Options The following table summarizes the continuity of the Company’s share purchase options: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2020 1,472,500 3.82 3.08 Granted (Note 18) 1,430,000 1.03 3.01 Granted pursuant to acquisition (Note 6(b)) 856,880 3.05 0.35 Forfeited/expired (Note 18) (836,668 ) (2.68 ) – Outstanding, January 31, 2021 2,922,712 2.56 2.19 Granted (Note 18) 1,270,000 0.48 2.41 Forfeited/expired (Note 18) (1,782,712 ) (3.51 ) – Outstanding, January 31, 2022 2,410,000 0.76 1.98 Granted (Note 18) 3,920,000 0.17 3.00 Expired (Note 18) (60,000 ) 1.66 – Outstanding, January 31, 2023 6,270,000 0.38 1.93 Additional information regarding share purchase options as of January 31, 2023, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date Vesting Terms 700,000 700,000 0.63 April 28, 2023 33.33% every six months/ 25% every six months 20,000 20,000 0.275 September 27, 2023 25% every four months 20,000 20,000 0.29 November 28, 2023 100% on February 28, 2022 840,000 840,000 0.77 December 8, 2023 50% on each of January 1, 2021 and 2022 520,000 520,000 0.295 October 13, 2024 100% on January 14, 2022 20,000 20,000 0.16 December 11, 2024 100% on grant date 2,100,000 1,400,003 0.17 February 28, 2025 33.33% every six months 180,000 171,667 1.80 May 5, 2025 25% every six months 50,000 41,667 2.40 May 10, 2025 16.66% every six months 20,000 16,667 1.80 May 21, 2025 16.66% every six months 1,800,000 450,000 0.16 January 12, 2026 25% every six months 6,270,000 4,200,004 The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions: January 31, 2023 January 31, 2022 January 31, 2021 Dates of grant March 1, 2022 to January 13, 2023 April 29, 2021 to November 29, 2021 May 7, 2020 to January 5, 2021 Risk free interest rates 1.39% to 3.87% 0.31% to 0.95% 0.20% to 0.38% Volatilities 119% to 155% 155% to 175% 80% to 188% Market prices of common shares on grant date $0.17 to $0.18 $0.27 to $0.63 $0.77 to $2.55 Expected dividends Nil% Nil% Nil% Expected lives Two (2) to three (3) years One (1) to three (3) years Ten (10) months to five (5) years Exercise prices $0.16 to $0.17 $0.27 to $0.63 $0.77 to $3.22 Fair values of the options at each measurement date ranged between $0.11 to $1.70. For the year ended January 31, 2023, share-based payments related to share purchase options totaling $476,554 and have been recorded in the Company’s consolidated statements of loss and other comprehensive loss (2022 - $695,473; 2021 - $613,631). $196,969 of share-based payment expense have yet to be recognized and will be recognized in future periods. (d) Share Purchase Options of MedMelior The following table summarizes the continuity of MedMelior’s share purchase options: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2021 and 2020 – – – Granted (Note 18) 1,100,000 0.10 3.00 Outstanding, January 31, 2023 and 2022 1,100,000 0.10 1.91 / 2.91 Additional information regarding share purchase options of MedMelior as of January 31, 2023, is as follows: Options Outstanding Options Exercisable Exercise Price $ Expiry Date Vesting Terms 1,100,000 825,000 0.10 December 28, 2024 25% every six months The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions: · Date of grant: December 29, 2021 · Risk free interest rate: 1.181% · Volatility: 90% · Market price of common shares on grant date: $0.83 · Expected dividends: Nil% · Expected life: Three (3) years · Exercise price: $0.10 Fair value of the options at the measurement date was $0.75. For the year ended January 31, 2023, share-based payments related to share purchase options totaling $492,199 and have been recorded in the Company’s consolidated statements of loss and other comprehensive loss (2022 - $273,411; 2021 - $nil). $56,238 of share-based payment expense has yet to be recognized and will be recognized in future periods. |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Jan. 31, 2023 | |
Non-controlling Interests | |
Non-controlling Interests | 16. Non-controlling Interests As at January 31, 2023, 8.86% of MedMelior’s ownership interest is held by NCI (January 31, 2022 – nil%). The following is summarized financial information for MedMelior, before inter-company eliminations with other companies in the group. 2023 $ 2022 $ Current assets 75,706 623,227 Non-current assets – 18,435 Current liabilities (23,518,207 ) (22,379,079 ) Non-current liabilities (20,700 ) (17,280 ) Net liabilities (23,463,201 ) (21,754,697 ) Net liabilities attributable to NCI (2,078,448 ) – January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Revenue – – – Net loss (6,278,228 ) (4,597,551 ) (12,983,078 ) Other comprehensive (loss) income 1,186 15,581 (11,642 ) Total comprehensive loss (6,277,042 ) (4,581,970 ) (12,994,720 ) Net loss attributable to NCI (356,571 ) – – Net comprehensive loss attributable to NCI 473 – – January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Cash flows used in operating activities (650,077 ) (85,505 ) (214,794 ) Cash flows provided by investing activities – – 275,525 Cash flows provided by financing activities 614,723 60,000 – Effects of exchange rate changes on cash (11 ) (26 ) 1 Net (decrease) increase in cash (36,232 ) (25,531 ) 60,732 Dividends paid to NCI during the year – – – In June 2022, MedMelior issued 193,333 common shares and 96,667 share purchase warrants to NCI for gross proceeds of $186,147 (US$145,000), of which $25,709 was allocated to liability classified warrants (Note 13(b)). In October 2022, MedMelior issued 3,500,000 common shares with a fair value of $2,961,833 to a third party for services rendered. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Jan. 31, 2023 | |
Supplemental Cash Flow Disclosures | |
Supplemental Cash Flow Disclosures | 17. Supplemental Cash Flow Disclosures January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Supplemental disclosures: Interest paid – – 480,636 Non-cash investing and financing activities: Common shares issued for services 29,737 115,500 1,351,808 Common shares of MedMelior issued for services 2,961,835 – – Common shares issued for settlement of accounts payable – 40,331 – Common shares issued for conversion of debentures 493,253 – 102,389 Common shares issued as share issue costs – 724,690 – Common shares issued for asset acquisition – – 16,666,666 Common shares and share purchase warrants issued on exercise of special warrants – 2,794,868 – Common shares, share purchase options and share purchase warrants issued for asset acquisition – – 6,252,180 Compensation options granted as share issue costs – 896,466 – Warrants issued for finder’s fee – – 103,549 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions | 18. Related Party Transactions Key Management Compensation Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company and includes the chief executive officer, chief operating officer, chief financial officer and chief medical officer. During the year ended January 31, 2023, compensation of key management and directors of the Company totaled $1,890,044 (2022 - $1,755,811; 2021 – $1,558,585), and consisted of salaries, consulting fees, directors’ fees and share-based payments. During the year ended January 31, 2023: · 3,400,000 stock options were granted to directors and officers (2022 – 700,000; 2021 – 1,200,000), · 10,000 stock options for a director expired (2022 – 1,242,620 forfeited/expired; 2021 – 256,250 forfeited/expired), · No stock options were granted by MedMelior to directors and officers (2022 – 1,000,000; 2021 – nil), · No common shares were issued to former officers and directors pursuant to vesting of RSUs and PSUs (2022 – nil; 2021 – 291,667), and · No RSUs and PSUs for former officers and director were forfeited (2022 – nil; 2021 – 33,334). Other Related Party Transactions Pursuant to the Amalgamation (Note 6(b)), 582,620 stock options were granted to officers, a director and a former officer of MedMelior, upon which the MedMelior stock options held by such individuals terminated. These stock options expired on June 30, 2021. As at January 31, 2023, the Company owed $964,261 to key management and directors (January 31, 2022 - $144,867) and accounts payable and accrued liabilities include $534,000 owed to a former pre-Amalgamation director of MedMelior (January 31, 2022 - $466,363). During the year ended January 31, 2023, settlement and legal provisions expense related to this former director of MedMelior totaled $42,290 (January 31, 2022 - $313,470). Subsequent to January 31, 2023, approximately $470,000 of amounts owing to officers were forgiven (Note 26(c)). During the year ended January 31, 2023, the Company received subscription proceeds of $74,000 from its Chief Executive Officer. |
Income Tax
Income Tax | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax | 19. Income Tax The following schedule reconciles the expected income tax expense (recovery) at the Canadian combined federal and provincial statutory rate of 27% (2022 - 27%; 2021 – 27%) to the amounts recognized in the consolidated statements of loss and other comprehensive loss: January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Net loss before taxes (9,372,772 ) (11,992,508 ) (36,350,790 ) Statutory rate 27.00 % 27.00 % 27.00 % Expected tax recovery (2,530,648 ) (3,237,977 ) (9,814,710 ) Foreign tax rate differences 5,261 (139,857 ) 219,740 Permanent differences and other 300,720 340,070 115,020 Write-off and impairments – 302,806 3,017,450 Abandoned assets – – 52,490 Change in deferred tax assets not recognized 2,224,667 2,901,624 6,410,010 Income tax expense – 166,666 – The Company’s income tax expense is allocated as follows: 2023 $ 2022 $ 2021 $ Current tax expense – 166,666 - Deferred tax expense – – - – 166,666 - Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: 2023 $ 2022 $ Tax loss carryforwards – Canada 58,788,940 50,216,400 Tax loss carryforwards - USA 685,220 474,030 Tax loss carryforwards – Australia 19,250 12,080 Tax loss carryforwards – Hong Kong 79,370 73,160 Intangible assets 14,599,580 15,339,660 Property and equipment 33,570 8,120 Contingent liability 1,856,930 – Financing costs 3,078,420 5,138,660 Capital loss 11,766,200 5,184,180 Total unrecognized deductible temporary differences 90,907,480 76,446,290 As at January 31, 2023, the Company’s US net operating loss carryforwards total $685,220 (January 31, 2022 - $474,030) which have no expiry date. Financing fees will be fully amortized in 2027. The remaining unrecognized deferred tax assets will carry forward indefinitely. The Company’s unrecognized Canadian non-capital income tax losses expire as follows: Expiry Date Non-Capital Loss $ 2031 118,713 2032 657,883 2034 687,128 2035 1,499,363 2036 4,769,156 2037 1,267,151 2038 1,169,742 2039 4,937,403 2040 11,051,002 2041 9,067,088 2042 13,177,463 2043 10,386,848 58,788,940 |
Joint Venture
Joint Venture | 12 Months Ended |
Jan. 31, 2023 | |
Joint Venture | |
Joint Ventures | 20. Joint Venture On December 17, 2018, the Company entered into a joint venture arrangement whereby the Company holds 50% of the issued and outstanding shares of Pivot-Cartagena Joint Venture Inc. (“Pivot-Cartagena JV). Pivot-Cartagena JV was incorporated to develop and commercialize cannabis-infused non-alcoholic beverages using the industry expertise of its joint venture partner. The Company and its joint venture partner each have 50% interest in the net assets and net income or loss of Pivot-Cartagena JV. On October 27, 2021, the Pivot-Cartagena JV was dissolved. There was no impact on the consolidated financial statements on the dissolution. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingenciess | 21. Commitments and Contingencies (a) In September 2019, the Company was served with a claim from Green Stream Botanicals Corp. for a finder’s fee in the amount of $600,000 in relation to non-brokered private placements totaling $15 million completed in May 2019. In July 2020, the Company settled this claim for $120,000. For the year ended January 31, 2021, the Company recorded a settlement of legal claim of $120,000 within the consolidated statements of loss and other comprehensive loss. (b) In November 2019, the Company’s former Chief Executive Officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former Chief Executive Officer is seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares. The Company believes the claim is unfounded and intends to vigorously defend these claims. (c) In January 2020, an injunction was filed against the Company in the Superior Court of Quebec by Bio V Pharma Inc. (“BioV”) seeking provisional orders in respect of the premises sub-leased at 285 Kesmark Street and damages of approximately $395,000. In January 2021, this injunction was discontinued pursuant to the sale of Pivot (Note 5(b)). (d) In March 2021, Olymbec Development Inc. (“Olymbec”) filed a judicial demand before the Superior Court (Civil Division) of Quebec and a judgement for a safeguard order was obtained by Olymbec against Pivot, a former subsidiary, and the Company, as guarantor of the lease at 285-295 Kesmark Street, Quebec (the “Lease”), ordering Pivot and the Company to jointly pay the full amount of the Lease on the first day of each month. In May 2021, a judgement for a safeguard order was issued ordering Pivot and the Company to provide post-dated cheques for monthly lease payments for the months of June through November 2021. In June 2021, a judgement granted Pivot and the Company until June 30, 2021 to pay the outstanding lease totaling $124,223 and to deliver post-dated cheques each in the amount of $49,410.51 for monthly lease payments for the months of July through November 2021, which were completed. Olymbec is also claiming administrative fees of approximately $36,500 resulting from Pivot’s default on its monthly lease. The Company is assessing options available to contest the judicial demand from Olymbec and mitigate its damages. The Company has not accrued any amounts as of January 31, 2023 as management has assessed the likelihood of payment to be unlikely. (e) The Company is a guarantor on the Lease (Notes 9 and 21(d)), which was assigned together with the sale of Pivot (Note 5(b)) pursuant to which the Company has recorded a financial guarantee liability of $1,107,212 (January 31, 2021 - $1,083,295), at a discount rate of 25%, based on its best estimate of potential future loss. The following table summarizes the continuity of financial guarantee liability: Financial Guarantee Liability $ Current $ Long-term $ Balance, January 31, 2020 – – – Recognition of financial guarantee liability 182,200 Balance, January 31, 2021 182,200 182,200 – Change in carrying value 901,095 Balance, January 31, 2022 1,083,295 218,780 864,515 Accretion 23,917 Balance, January 31, 2023 1,107,212 667,042 440,170 In October 2021, the Company filed an application for a bankruptcy order (“Application”) against Pivot in the Superior Court (Commercial Division) of Quebec. Pivot is the lessee of the “Lease and had not met its Lease liabilities upon which the Company, as guarantor, was required to meet following the safeguard orders issued by the Superior Court (Civil Division) of Quebec (Note 21(d)). In March 2022, the Company and Pivot signed a settlement agreement pursuant to which Pivot would make a lump sum payment of $300,000 to the Company as follows: $150,000 on or before April 1, 2022 and $150,000 on or before May 31, 2022 (the “Transaction”), which was homologated by the Superior Court (Commercial Division) of Quebec on March 28, 2022. During the year ended January 31, 2023, $300,000 of settlement income has been recorded in settlements, net on the consolidated statements of loss and other comprehensive loss. On June 13, 2022, the Application was withdrawn by the Company. (f) The Company and MedMelior were named as defendants in a lawsuit before the Supreme Court of the State of New York, New York County (“State Court”) by a former director of MedMelior, who served as director prior to MedMelior’s amalgamation with the Company. This former director filed the verified complaint on January 20, 2022, seeking compensatory and punitive damages in amounts believed by the Company to be in excess of US$2 million and US$10 million, respectively. During March 2022, the Company filed a motion to dismiss the complaint on the basis of inconvenient forum and for lack of jurisdiction. On December 1, 2022, following oral argument on the motion, the State Court dismissed the complaint in its entirety. On April 29, 2022, in response to the Company’s then-pending motion to dismiss, the former director filed a separate, parallel action, naming the Company and MedMelior before the United States District Court for the Southern District of New York, asserting substantially the same claims as in the State Court action. The Company believes that lawsuit to be unfounded and has filed a motion to dismiss, substantially similar to the motion granted by the State Court. (g) In January 2022, a statement of claim was filed against the Company by a third party for breach of a marketing contract. In March 2023, this claim was settled for $30,000. (h) At January 31, 2023, certain of the Company’s research and development programs, with a total contracted amount of $5.59 million, were in progress of which the Company has paid $3.06 million and a further $2.53 million remains to be paid in future periods. |
Operating Segment
Operating Segment | 12 Months Ended |
Jan. 31, 2023 | |
Operating Segment | 22. Operating Segment The Company operates in one industry segment, development and commercialization of patented, differentiated and premium quality pharmaceuticals within one geographical area. All of the Company’s long-lived assets are located in Canada. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Measurements | 23. Fair Value Measurements Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. Financial assets and liabilities measured at fair value in the statement of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of the significant inputs to the measurement, as follows: · Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and, · Level 3: unobservable inputs for the assets or liabilities. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy level. The carrying values of amounts receivable excluding tax receivables, due to related parties and amounts payable and accrued liabilities approximate the fair values due to the short-term nature of these items. The fair value of the convertible debentures, financial guarantee liability and loans payable is partially derived from market interest rates. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The Company does not use derivative financial instruments to manage this risk. The following is an analysis of the Company’s financial assets and liabilities at fair value as at January 31, 2023 and 2022: As at January 31, 2023 Level 1 $ Level 2 $ Level 3 $ Cash 8,307 – – Warrant liabilities – – 20,700 As at January 31, 2022 Level 1 $ Level 2 $ Level 3 $ Cash 173,513 – – Financial guarantee liability – – 1,083,295 Warrant liabilities – – 353 There were no transfers between level 1, 2 and 3 inputs during the year. |
Management of Financial Risk
Management of Financial Risk | 12 Months Ended |
Jan. 31, 2023 | |
Management of Financial Risk | |
Management of Financial Risks | 24. Management of Financial Risk The Company’s financial instruments are exposed to certain risks as summarized below: (a) Credit risk Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada, U.S. and Australia. The carrying amount of cash represent the maximum exposure to credit risk. As at January 31, 2023, this amounted to $8,307. (b) Interest rate risk Interest rate risk is the risk that fair values or cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk. (c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure (Note 25). Accounts payable and accrued liabilities, due to related parties and other liabilities are due within the current operating period. The table below summarizes the maturity profile of the Company’s financial liabilities at January 31, 2023 based on contractual undiscounted payments: 0 – 12 Months $ Over 12 Months $ Accounts payable and accrued liabilities 5,436,024 – Due to related parties 964,261 – Financial guarantee liability 667,042 440,170 Warrant liabilities – 20,700 Loans payable 80,000 – (d) Currency risk Currency risk is the risk of loss due to fluctuation of foreign exchange rates and the effects of these fluctuations on foreign currency denominated monetary assets and liabilities. A 5% change in exchange rates will increase or decrease the Company’s loss by approximately $170,000. The Company does not invest in derivatives to mitigate these risks. |
Management of Capital
Management of Capital | 12 Months Ended |
Jan. 31, 2023 | |
Management of Capital | |
Management of Capital | 25. Management of Capital The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and commercialization of patented pharmaceuticals, and to maintain a flexible capital structure. The Company considers its capital to be its shareholders’ equity. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its assets. To maintain or adjust its capital structure, the Company may issue new common shares or debentures, acquire or dispose of assets or adjust the amount of cash. In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In order to maximize ongoing development efforts, the Company does not pay out dividends. There are no external restrictions on the Company’s capital. |
Events After the Reporting Date
Events After the Reporting Date | 12 Months Ended |
Jan. 31, 2023 | |
Events After the Reporting Date | |
Events After the Reporting Date | 26. Events After the Reporting Date (a) In March 2023, the Company closed a brokered private placement pursuant to which it issued 15,000,000 units at a price of $0.10 per unit for gross proceeds of $1,500,000. Each unit is comprised of one common share and one share purchase warrant entitling the holder to acquire one common share at an exercise price of $0.15 for a period of 60 months. The Company paid $84,000 in brokers’ fee and issued 840,000 of brokers’ warrants entitling the holder to purchase one common share at an exercise price of $0.10 for a period of 24 months. (b) In March 2023, the Company closed on a non-brokered private placement pursuant to which it issued 3,571,429 units at a price of US$0.07 per unit for gross proceeds of $357,143 (US$250,000). Each unit is comprised of one common share and one share purchase warrant entitling the holder to acquire one common share at an exercise price of US$0.11 for a period of 60 months. (c) In April 2023, outstanding compensation to officers totaling approximately $470,000 was forgiven. (d) In May 2023, the Company granted 5,595,000 stock options with an exercise price of $0.075 and expiry date of May 1, 2026 to officers and a director. (e) In May 2023, MedMelior issued 442,667 common shares and 221,333 share purchase warrants, with an exercise price of US$1.25 and a two year expiry, to NCI for gross proceeds of US$332,000. (f) Subsequent to January 31, 2023, 1,220,000 stock options forfeited or expired unexercised and 200,000 share purchase warrants expired unexercised. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
Basis of Compliance | These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). These consolidated financial statements were approved by the Board of Directors and authorized for issue on May 29, 2023. |
Basis of Measurement and Presentation | These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value, and are presented in Canadian dollars. |
Basis of Consolidation | Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same period as the parent company, using consistent accounting policies. The Company has consolidated the assets, liabilities, revenues and expenses of its subsidiaries after the elimination of inter-company transactions and balances. The consolidating entities include: % of ownership Jurisdiction BetterLife Pharma Inc. Parent Canada MedMelior Inc. (acquired August 2020) (Note 6(b)) 91 % Canada Pivot Pharmaceuticals Manufacturing Corp. (divested December 2020) (Note 5(b)) 100 % Canada Blife Therapeutics Inc. (acquired May 2020) (Note 6(c)) 100 % Canada Altum S1M US Corp. (dissolved July 2022) 91 % (1) U.S.A. BetterLife Pharma US Inc. 100 % U.S.A. Pivot Naturals, LLC (divested February 2020) (Note 4) 100 % U.S.A. Thrudermic, LLC (dissolved June 2022) 100 % U.S.A. BetterLife Europe Pharmaceuticals AG (divested December 2021) (Note 5(a)) 100 % Lichtenstein Solmic AG (divested December 2021) (Note 5(a)) 100 % (2) Switzerland Altum Pharma (Australia) Pty Ltd. 91 % (1) Australia Altum Pharmaceuticals (HK) Limited 91 % (1) Hong Kong Altum Pharmaceuticals International Inc. (dissolved December 2020) 91 % (1) Barbados Altum Pharmaceuticals Barbados Inc. (dissolved December 2020) 91 % (1) Barbados (1) Wholly-owned subsidiaries of MedMelior Inc. (2) Wholly-owned subsidiary of BetterLife Europe Pharmaceuticals AG Non-controlling interests Non-controlling interests (“NCI”) represents the non-controlling shareholders’ portion of the net assets and net loss of MedMelior Inc. and its wholly-owned subsidiaries. Changes to the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. |
Use of Estimates and Judgments | The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the critical judgments and estimates that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements: Research and development Judgement is used to determine if expenditures for research and development will generate probable future economic benefits for capitalization. If an entity cannot demonstrate that probable future economic benefits can be generated, such expenditures are expensed. Impairment of non-financial assets Property and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of the existence of impairment indicators or indicators for subsequent reversals of impairment, which is performed at least annually, is based on various internal and external factors and involves management’s judgment. Indefinite life intangible assets, including goodwill, are tested for impairment annually. For the purposes of determining the recoverable amount, assets are aggregated into cash generating units (“CGUs”) based on an assessment of the lowest level which there are separately identifiable cash inflows. The determination of individual CGUs is based on management’s judgement regarding shared infrastructure, geographical proximity and similar exposure to market risk. The recoverable amount is the greater of an asset’s fair value less costs of disposal and its value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable amount. Financial guarantee liability The fair value of the financial guarantee liability is estimated using discounted cash flows and requires judgement on discount rate and probability of future losses. Provision for legal liabilities Judgement is used to estimate consideration required to settle present legal obligations and takes into account the risks and uncertainties surrounding the obligation and probability of future losses. Functional currency The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. Determination of share-based payments The estimation of share-based payments (including warrants and stock options) requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The model used by the Company is the Black-Scholes valuation model at the date of the grant. The Company makes estimates as to the volatility, the forfeiture rate, the expected life, dividend yield and the time of exercise, as applicable. The expected volatility is based on the average volatility of share prices of similar companies over the period of the expected life of the applicable warrants and stock options. The expected life is based on historical data. These estimates may not necessarily be indicative of future actual patterns. Judgement is also used to estimate share-based payments for common shares issued by MedMelior, a private entity, for services and takes into account the fair value of services received or, if fair value of services received cannot be reliably estimated, the fair value of common shares. Proceeds from issuance of units Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Proceeds are first allocated to shares according to the quoted price of existing shares at the time of issuance, then to warrants (if applicable) according to the residual value. Business combinations Determining whether an acquisition meets the definition of a business combination or represents an asset purchase requires judgment on a case-by-case basis. As outlined in IFRS 3 Business Combinations, the components of a business must include inputs, processes and outputs. Going concern The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meet its liabilities for the ensuing year and to fund planned research and development involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. |
Research and development | Judgement is used to determine if expenditures for research and development will generate probable future economic benefits for capitalization. If an entity cannot demonstrate that probable future economic benefits can be generated, such expenditures are expensed. |
Impairment of Non-financial Asset | Property and equipment and definite life intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of the existence of impairment indicators or indicators for subsequent reversals of impairment, which is performed at least annually, is based on various internal and external factors and involves management’s judgment. Indefinite life intangible assets, including goodwill, are tested for impairment annually. For the purposes of determining the recoverable amount, assets are aggregated into cash generating units (“CGUs”) based on an assessment of the lowest level which there are separately identifiable cash inflows. The determination of individual CGUs is based on management’s judgement regarding shared infrastructure, geographical proximity and similar exposure to market risk. The recoverable amount is the greater of an asset’s fair value less costs of disposal and its value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. An impairment loss is recognized for the value by which the asset’s carrying value exceeds its recoverable amount. |
Financial guarantee liability | The fair value of the financial guarantee liability is estimated using discounted cash flows and requires judgement on discount rate and probability of future losses. |
Provision for legal liabilities | Judgement is used to estimate consideration required to settle present legal obligations and takes into account the risks and uncertainties surrounding the obligation and probability of future losses. |
Functional currency | The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the respective entity operates. Such determination involves certain judgements to identify the primary economic environment. The Company reconsiders the functional currency of its subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. |
Determination of share-based payments | The estimation of share-based payments (including warrants and stock options) requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The model used by the Company is the Black-Scholes valuation model at the date of the grant. The Company makes estimates as to the volatility, the forfeiture rate, the expected life, dividend yield and the time of exercise, as applicable. The expected volatility is based on the average volatility of share prices of similar companies over the period of the expected life of the applicable warrants and stock options. The expected life is based on historical data. These estimates may not necessarily be indicative of future actual patterns. Judgement is also used to estimate share-based payments for common shares issued by MedMelior, a private entity, for services and takes into account the fair value of services received or, if fair value of services received cannot be reliably estimated, the fair value of common shares. |
Proceeds from issuance of units | Proceeds from unit placements are allocated between shares and warrants issued using the residual method. Proceeds are first allocated to shares according to the quoted price of existing shares at the time of issuance, then to warrants (if applicable) according to the residual value. |
Business combinations | Determining whether an acquisition meets the definition of a business combination or represents an asset purchase requires judgment on a case-by-case basis. As outlined in IFRS 3 Business Combinations, the components of a business must include inputs, processes and outputs. |
Going concern | The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meet its liabilities for the ensuing year and to fund planned research and development involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. |
Investments in Joint Arrangements | These consolidated financial statements incorporate the Company’s share of the results of its joint venture, Pivot-Cartagena Joint Venture Inc. (dissolved October 2020) using the equity method of accounting (Note 20). Investments in joint ventures are recognized initially at cost and adjusted thereafter to include the Company’s share of income or loss and comprehensive income on an after-tax basis. Dividends or distributions received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investments. Investments are reviewed for impairment at each reporting period by comparing recoverable amount to carrying amount when there is an indication of impairment. |
Foreign Currency | The Company’s presentation currency is the Canadian dollar. The functional currency of the parent entity, BetterLife Pharma Inc., and its subsidiaries, MedMelior Inc., Pivot Pharmaceuticals Manufacturing Corp. and Blife Therapeutics Inc., is the Canadian dollar. The functional currency of the U.S. subsidiaries, Altum S1M US Corp., BetterLife Pharma US Inc., Pivot Naturals, LLC and Thrudermic, LLC, is the U.S. dollar. The functional currency of the European subsidiaries, BetterLife Europe Pharmaceuticals AG and Solmic AG, is Swiss Francs. The functional currency of the Hong Kong subsidiary, Altum Pharmaceuticals (HK) Limited, is the Hong Kong dollar. The functional currency of the Australian subsidiary, Altum Pharma (Australia) Pty Ltd., is the Australian dollar. The functional currency of the Barbadian subsidiaries, Altum Pharmaceuticals International Inc. and Altum Pharmaceuticals Barbados Inc. is the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in the consolidated statements of loss and other comprehensive loss. Non-monetary assets and liabilities denominated in other than the functional currency that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value is determined. Non-monetary items that are measured in terms of historical cost in other than the functional currency are translated using the exchange rate at the date of transaction. Foreign operations For consolidation purposes, the assets and liabilities of foreign operations are translated to the presentation currency using the exchange rate prevailing at the financial position date. The income and expenses of foreign operations are translated to the presentation currency using the average rates of exchange during the period. All resulting exchange differences are recorded as other comprehensive income (loss) and accumulated in a separate component of shareholders’ equity, described as foreign currency translation adjustment. |
Foreign currency transactions | Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in the consolidated statements of loss and other comprehensive loss. Non-monetary assets and liabilities denominated in other than the functional currency that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value is determined. Non-monetary items that are measured in terms of historical cost in other than the functional currency are translated using the exchange rate at the date of transaction. |
Foreign operations | For consolidation purposes, the assets and liabilities of foreign operations are translated to the presentation currency using the exchange rate prevailing at the financial position date. The income and expenses of foreign operations are translated to the presentation currency using the average rates of exchange during the period. All resulting exchange differences are recorded as other comprehensive income (loss) and accumulated in a separate component of shareholders’ equity, described as foreign currency translation adjustment. |
Financial Instruments | Financial instruments - classification and measurement Financial Assets The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss. • Amortized cost Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company’s amounts receivable, excluding tax receivables, are classified in this category. • Fair value through other comprehensive income (“FVTOCI”) Financial assets classified and measured at FVTOCI are those assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise to cash flows that are SPPI. • Fair value through profit or loss (“FVTPL”) Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. The Company’s cash is classified in this category. Financial Liabilities All financial liabilities are initially recognized at fair value plus or minus transactions costs that are directly attributable to issuing the financial liability. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL. The Company’s accounts payable and accrued liabilities, due to related parties, financial guarantee liabilities, convertible debentures and loans payable are measured at amortized cost. The Company’s warrant liabilities are measured at FVTPL. The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. Financials assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are derecognized when the obligation is discharged, cancelled or expired. Financial instruments - impairment of financial assets The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset 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 Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company shall recognize in the consolidated statements of income (loss), as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized. The Company classifies and discloses fair value measurements based on a three-level hierarchy: a. Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities; b. Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and c. Level 3 – inputs for the asset or liability are not based on observable market data. |
Cash and Cash Equivalents | Cash in the consolidated statement of financial position is comprised of cash and short-term deposits which have an original maturity of three months or less or are readily convertible into a known amount of cash. At January 31, 2023 and 2022, the Company had no cash equivalents. |
Property and equipment | Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recorded using the straight-line method to depreciate the cost of property and equipment the useful lives for which an asset is expected to be available for use as follows: Computer equipment 2 years Equipment 5 years Leasehold improvements 5 to 10 years Security system 5 years |
Intangible Assets | Intangible assets consist of costs incurred to acquire patents, unpatented technology and in-progress research and development programs. Development expenditures are capitalized as intangible assets only if the expenditure can be measured reliably, the process is technically and commercially feasible, future economic benefits are probable to the Company and the Company has sufficient resources to complete the development and use or sell the asset. Otherwise, it is recognized in the consolidated statements of loss and other comprehensive loss as incurred. Research costs are expensed in the period that they are incurred. Intangible assets that are considered finite life assets are recorded at cost less accumulated amortization and accumulated impairment. Intangible assets that are considered indefinite life assets are recorded at cost less accumulated impairment. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of loss and comprehensive loss when the asset is derecognized. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the asset. Amortization is recorded using the straight-line method and is intended to amortize the intangible assets over their estimated useful lives: Patents 10 years Unpatented technology 10 years License 5 years |
Impairment of non-financial assets | At the end of each reporting period, the Company reviews the carrying amounts of long-lived assets to determine whether there is an indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any). The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is determined to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. |
Provisions | Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. |
Leases | A contract is a lease or contains a lease if it conveys the right to control the use of an asset for a time period in exchange for consideration. To identify a lease, the Company (1) considers whether an explicit or implicit asset is specified in the contract and (2) determines whether the Company obtains substantially all the economic benefits from the use of the underlying asset by assessing numerous factors, including but not limited to substitution rights and the right to determine how and for what purpose the asset is used. When assessing the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or to not exercise a termination option. This judgment is based on factors such as contract rates compared to market rates, economic reasons, significance of leasehold improvements, termination and relocation costs, installation of specialized assets, residual value guarantees, and any sublease term. The Company does not recognize lease assets and lease liabilities for low-value assets or short-term leases with a term of 12 months or less. The lease payments are recognized in expenses over the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid. The Company elected to not separate non-lease components from lease components and to account for the non-lease and lease components as a single lease component. The lease liability is discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The Company estimates the incremental borrowing rate based on the lease term, collateral assumptions, and the economic environment in which the lease is denominated. The lease liability is subsequently measured at amortized cost using the effective interest method and is remeasured when the expected lease payments change as a result of new assessments of contractual options and residual value guarantees. |
Equity | Common shares Common shares represent the amount received on the issue of common shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. If common shares are issued when stock options and warrants are exercised, the common shares account also comprised the compensation costs previously recorded as reserves. In addition, if common shares were issued as consideration for the acquisition of a form of non-monetary assets, they are measured at their fair value according to the quoted price on the date of issuance. Unit placements Proceeds from unit placements are allocated between common shares and share purchase warrants issued using the residual method. Proceeds are first allocated to common shares according to the quoted price of existing common shares at the time of issuance and any residual in the proceeds is allocated to warrants. If the warrant is exercised, the value attributed to the warrant is transferred to share capital. The Company may modify the terms of warrants originally granted. When modifications exist, the Company will maintain the original fair value of the warrant. Other elements of equity Reserves include charges related to stock options, compensation options and share purchase warrants until such stock options and share purchase warrants are exercised. |
Share based payment | The Company grants share purchase options, restricted stock units (“RSUs”), performance stock units (“PSUs”) and deferred share units (“DSUs”) under its Long-term Incentive Plan described in Note 15 to employees, consultants, directors and others providing similar services. The fair value of share purchase options granted is measured at the grant date using an option pricing model. Subsequently, the fair value of share purchase options ultimately expected to vest is charged to operations over the vesting period. Share purchase options granted to third parties in exchange for goods or services are measured at the fair value of the goods or services received and charged to operations over the vesting period. The fair values of RSUs, PSUs and DSUs granted are measured at grant dates share prices and the expense is allocated over the vesting period based on the best available estimate of the number of RSUs, PSUs and DSUs expected to vest. Non-market vesting conditions are included in assumptions about the number of RSUs, PSUs and DSUs that are expected to be issued or paid. Estimates are subsequently revised if there was any indication that the number of RSUs, PSUs or DSUs expected to vest differed from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if the number of RSUs, PSUs or DSUs that are ultimately issued or paid are different to that estimated on vesting. The accumulated charges related to RSUs, PSUs and DSUs recorded in reserves are transferred to common shares on issuance of common shares in payment of vested RSUs, PSUs and DSUs. |
Comprehensive Income (Loss) | Comprehensive income or loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Financial assets that are measured at fair value through other comprehensive income will have revaluation gains and losses included in other comprehensive income or loss until the asset is removed from the consolidated statement of financial position. Certain gains and losses on the translation of amounts between the functional and presentation currency of the Company are included in other comprehensive income or loss. Gains and losses on translation of foreign subsidiaries are initially recognized in other comprehensive income or loss. Accumulated other comprehensive income or loss on translation of foreign subsidiaries are reclassified from equity to deficit on disposal of the subsidiary. |
Income (loss) Per Share | The Company presents the basic and diluted earnings or loss per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. For the years ended January 31, 2023, 2022 and 2021, basic net loss per share equals diluted net loss per share as the Company incurred net losses during these years and the Company’s stock options and warrants were anti-dilutive. |
Taxes | Tax expense comprises current and deferred tax. Income tax expense is recognized in the consolidated statements of income (loss) and comprehensive income (loss) except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. |
Related Party Transactions | Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control and 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. |
Segment Reporting | The Company presents and discloses segmental information based on information that is regularly reviewed by the Chief Executive Officer and the Board of Directors. The allocation of resources between the different operating segments and the assessment of the performance of the operating segments is the responsibility of the Chief Executive Officer. The Company has determined that it has only one operating segment: development and commercialization of patented, differentiated and premium quality pharmaceuticals. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of consolidating entities | % of ownership Jurisdiction BetterLife Pharma Inc. Parent Canada MedMelior Inc. (acquired August 2020) (Note 6(b)) 91 % Canada Pivot Pharmaceuticals Manufacturing Corp. (divested December 2020) (Note 5(b)) 100 % Canada Blife Therapeutics Inc. (acquired May 2020) (Note 6(c)) 100 % Canada Altum S1M US Corp. (dissolved July 2022) 91 % (1) U.S.A. BetterLife Pharma US Inc. 100 % U.S.A. Pivot Naturals, LLC (divested February 2020) (Note 4) 100 % U.S.A. Thrudermic, LLC (dissolved June 2022) 100 % U.S.A. BetterLife Europe Pharmaceuticals AG (divested December 2021) (Note 5(a)) 100 % Lichtenstein Solmic AG (divested December 2021) (Note 5(a)) 100 % (2) Switzerland Altum Pharma (Australia) Pty Ltd. 91 % (1) Australia Altum Pharmaceuticals (HK) Limited 91 % (1) Hong Kong Altum Pharmaceuticals International Inc. (dissolved December 2020) 91 % (1) Barbados Altum Pharmaceuticals Barbados Inc. (dissolved December 2020) 91 % (1) Barbados |
Schedule of Property and equipment useful lives | Computer equipment 2 years Equipment 5 years Leasehold improvements 5 to 10 years Security system 5 years |
Schedule of intangible assets useful lives | Patents 10 years Unpatented technology 10 years License 5 years |
Settlement and Asset Abandonm_2
Settlement and Asset Abandonment (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Settlement and Asset Abandonment | |
Schedule of abandonment of assets | Years Ended January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Cash – – (347 ) Right-of-use asset – – – Other assets – – – Accounts payable and accrued liabilities – – 22,391 Lease liability – – 1,459,785 Gain on abandonment of assets – – 1,481,829 |
Sale Abandonment of Assets (Tab
Sale Abandonment of Assets (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of disposal of assets | Years Ended January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Deposit – – (177,300 ) Equipment – – (469,695 ) ROU asset – – (3,066,586 ) Lease liability – – 3,279,364 Other – – 2,707 Loss on sale of assets – – (431,510 ) |
Asset Acquisitions (Tables)
Asset Acquisitions (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Asset Acquisitions | |
Schedule of asset acquisitions | Consideration paid: $ Common shares issued 16,666,666 Net assets acquired: $ Unidentifiable assets 16,666,666 Fair value of net assets acquired 16,666,666 |
Schedule of assets acquired and liabilities assumed recognized | Consideration paid: $ Common shares issued 6,094,149 Share purchase options granted 100,312 Share purchase warrants granted 57,718 Total purchase price 6,252,179 Net assets acquired: $ Cash 24,825 Amounts receivable 31,451 Prepaid and other current assets 363,150 Equipment 44,553 Intangible assets 11,362,000 Advances (1,507,979 ) Accounts payable and accrued liabilities (3,475,581 ) Due to related parties (590,240 ) Net value of net assets acquired 6,252,179 Net assets acquired: $ Cash 240 GST receivable 43 Net value of assets acquired 283 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of Property and Equipment | Cost Computer Equipment $ Equipment $ Leasehold Improvements $ Security System $ Total $ Balance, January 31, 2020 7,349 65,698 200,084 269,611 542,742 Addition – 10,153 – – 10,153 Acquisition (Note 6(b)) – 44,553 – – 44,553 Impairment (Notes 5(b) and 5(c)) (7,349 ) (77,098 ) (200,084 ) (269,611 ) (554,143 ) Effect of foreign exchange rate changes – 1,247 – – 1,247 Balance, January 31, 2023, 2022 and 2021 – 44,553 – – 44,553 Accumulated Depreciation Computer Equipment $ Equipment $ Leasehold Improvements $ Security System $ Total $ Balance, January 31, 2020 306 2,191 – – 2,497 Depreciation 2,756 22,393 – – 25,149 Impairment (Notes 5(b) and 5(c)) (3,062 ) (16,926 ) – – (19,988 ) Effect of foreign exchange rate changes – 24 – – 24 Balance, January 31, 2021 – 7,682 – – 7,682 Depreciation – 18,436 – – 18,436 Balance, January 31, 2022 – 26,118 – – 26,118 Depreciation – 18,435 – – 18,435 Balance, January 31, 2023 – 44,553 – – 44,553 Net book value, January 31, 2023 – – – – – Net book value, January 31, 2022 – 18,435 – – 18,435 Net book value, January 31, 2021 – 36,871 – – 36,871 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Intangible Assets | |
Schedule of Intangible Assets | Cost MM-001 Patents and IPR&D $ MM-003 IPR&D $ BiPhasix License $ Thrudermic Non-Patented Technology $ Solmic Patents $ Total $ Balance, January 31, 2020 – – 319,174 830,000 – 1,149,174 Addition – – – – 86,462 86,462 Acquisition (Note 6(b)) 9,159,000 2,203,000 – – – 11,362,000 Impairment (Notes 8(b), 8(d), 8(f) and 8(g)) (9,159,000 ) (2,203,000 ) (319,174 ) (830,000 ) (86,462 ) (12,597,636 ) Balance, January 31, 2023, 2022 and 2021 – – – – – – Accumulated Amortization and Impairment Losses Balance, January 31, 2020 – – 190,792 157,325 – 348,117 Amortization – – 59,681 62,079 10,851 132,611 Impairment (Notes 8(b), 8(d), 8(f) and 8(g)) – – (250,473 ) (219,404 ) (10,851 ) (480,728 ) Balance, January 31, 2023, 2022 and 2021 – – – – – – Net book value, January 31, 2023, 2022 and 2021 – – – – – – |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Leases | |
Schedule of right of use assets | Right-of-use Assets $ Balance, January 31, 2020 3,251,638 Disposal – ROU asset (3,330,947 ) Disposal – Accumulated amortization on ROU asset 264,362 Amortization on ROU asset (185,053 ) Balance, January 31, 2023, 2022 and 2021 – |
Schedule of expected lease payments | Lease Liability $ Balance, January 31, 2020 4,702,292 Disposal (4,739,149 ) Lease liability expense 479,164 Lease payments (499,929 ) Effect of foreign exchange rate changes 57,622 Balance, January 31, 2023, 2022 and 2021 – |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of convertible debentures | Convertible Debentures $ Balance, January 31, 2020 – Proceeds from issuances of convertible debentures 800,000 Transfer of conversion component to equity (12,671 ) Repayment (200,000 ) Conversion to common shares (100,000 ) Accretion 12,671 Balance, January 31, 2021 500,000 Repayment (250,000 ) Debt modification (56,264 ) Accretion and interest 44,144 Balance, January 31, 2022 237,880 Debt modification 197,205 Accretion and interest 50,247 Conversion to common shares (Note 12(b)) (485,332 ) Balance, January 31, 2023 – |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Loans Payable | |
Schedule of Loans Payable | Loans Payable $ Current $ Long-term $ Balance, January 31, 2021 and 2020 – – – Proceeds from loans payable 120,000 Premium on loans payable (50,949 ) Accretion 5,508 Balance, January 31, 2022 74,559 40,000 34,559 Accretion 5,441 Balance, January 31, 2023 80,000 80,000 – |
Common Shares (Tables)
Common Shares (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Common Shares | |
Summarizes the continuity of Special Warrants | Number of Exercised Into Special Warrants Common Shares Warrants Balance, January 31, 2020 – – – Issued (Note 12(q)) 5,889,735 – – Exercised into 1.10 common shares and warrants (Note 12(q)) (300,000 ) 330,000 330,000 Balance, January 31, 2021 5,589,735 330,000 330,000 Exercised into 1.14 common shares and warrants (5,589,735 ) 6,372,298 6,372,298 Balance, January 31, 2023 and 2022 – 6,702,298 6,702,298 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Share Purchase Warrants | |
Schedule of Share Purchase Warrants | Number of Warrants Weighted Average Exercise Price US$ Liability Amount $ Balance, January 31, 2020 – – – Granted pursuant to acquisition (Note 6(b)) 252,595 1.44 57,718 Change in fair value – – 73,885 Balance, January 31, 2021 252,595 1.44 131,603 Change in fair value – – (131,250 ) Balance, January 31, 2022 252,595 1.44 353 Change in fair value – – (353 ) Expired (252,595 ) (1.44 ) – Balance, January 31, 2023 – – – |
Schedule of continuity of share purchase warrants | Number of Warrants Weighted Average Exercise Price US$ Liability Amount $ Balance, January 31, 2022, 2021 and 2020 – – – Granted (Note 16) 96,667 1.25 25,709 Change in fair value – – (5,009 ) Balance, January 31, 2023 96,667 1.25 20,700 Number of Warrants Weighted Average Exercise Price $ Balance, January 31, 2020 7,947,892 2.94 Granted (Notes 12(n), 12(o) and 12(q)) 742,504 1.54 Exercised (Note 12(t)) (316,000 ) (0.60 ) Balance, January 31, 2021 8,374,396 2.90 Granted (Notes 12(g), 12(j), 12(k) and 12(l)) 30,126,643 0.52 Expired (7,241,912 ) (2.98 ) Balance, January 31, 2022 31,259,127 0.59 Expired (1,118,484 ) (2.43 ) Balance, January 31, 2023 30,140,643 0.52 |
Schedule of outstanding share purchase warrants | Number of Warrants Exercise Price US$ Expiry Date Weighted average remaining contractual life (years) 96,667 1.25 June 9, 2024 1.36 Number of Warrants Exercise Price $ Expiry Date 200,000 1.21 March 28, 2023 238,095 0.27 September 26, 2023 6,386,298 0.60 December 1, 2023 23,316,250 0.50 May 28, 2024 30,140,643 |
Compensation Options (Tables)
Compensation Options (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of Compensation Options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2020 – – – Granted 471,178 0.50 3.00 Outstanding and exercisable, January 31, 2021 471,178 0.50 2.83 Granted (Notes 12(j), 12(k) and 12(l)) 2,015,625 0.40 3.00 Outstanding and exercisable, January 31, 2022 and 2023 2,486,803 0.42 1.23 / 2.23 |
Schedule of compensation options were outstanding and exercisable | Exercisable Into Number of Compensation Options Exercise Price $ Expiry Date Common Shares Share Purchase Warrants Exercise Price Expiry Date 471,178 0.50 December 2, 2023 537,143 537,143 $ 0.60 December 2, 2023 1,967,750 0.40 May 28, 2024 1,967,750 1,967,750 $ 0.50 May 28, 2024 47,875 0.50 May 28, 2024 47,875 – – – 2,486,803 2,552,768 2,504,893 |
Long-term Incentive Plans (Tabl
Long-term Incentive Plans (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of continuity of the Company's RSUs | Number of RSUs Outstanding, January 31, 2020 275,000 Granted 30,000 Common shares issued on vesting (Notes 12(m) and 18) (271,667 ) Forfeited (Note 18) (8,333 ) Outstanding, January 31, 2021 25,000 Common shares issued on vesting (Note 12(e)) (15,000 ) Outstanding, January 31, 2022 10,000 Common shares issued on vesting (Note 12(a)) (10,000 ) Outstanding, January 31, 2023 – |
Schedule of continuity of the Company's performance stock units (PSUs) | Number of PSUs Outstanding, January 31, 2020 75,000 Common shares issued on vesting (Notes 12(m) and 18) (25,000 ) Expired (Note 18) (25,000 ) Outstanding, January 31, 2023, 2022 and 2021 25,000 |
Schedule of continuity of the Company's share purchase options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2020 1,472,500 3.82 3.08 Granted (Note 18) 1,430,000 1.03 3.01 Granted pursuant to acquisition (Note 6(b)) 856,880 3.05 0.35 Forfeited/expired (Note 18) (836,668 ) (2.68 ) – Outstanding, January 31, 2021 2,922,712 2.56 2.19 Granted (Note 18) 1,270,000 0.48 2.41 Forfeited/expired (Note 18) (1,782,712 ) (3.51 ) – Outstanding, January 31, 2022 2,410,000 0.76 1.98 Granted (Note 18) 3,920,000 0.17 3.00 Expired (Note 18) (60,000 ) 1.66 – Outstanding, January 31, 2023 6,270,000 0.38 1.93 |
Schedule of share purchase options | Options Outstanding Options Exercisable Exercise Price $ Expiry Date Vesting Terms 700,000 700,000 0.63 April 28, 2023 33.33% every six months/ 25% every six months 20,000 20,000 0.275 September 27, 2023 25% every four months 20,000 20,000 0.29 November 28, 2023 100% on February 28, 2022 840,000 840,000 0.77 December 8, 2023 50% on each of January 1, 2021 and 2022 520,000 520,000 0.295 October 13, 2024 100% on January 14, 2022 20,000 20,000 0.16 December 11, 2024 100% on grant date 2,100,000 1,400,003 0.17 February 28, 2025 33.33% every six months 180,000 171,667 1.80 May 5, 2025 25% every six months 50,000 41,667 2.40 May 10, 2025 16.66% every six months 20,000 16,667 1.80 May 21, 2025 16.66% every six months 1,800,000 450,000 0.16 January 12, 2026 25% every six months 6,270,000 4,200,004 |
Summary of the share-based payment expense | January 31, 2023 January 31, 2022 January 31, 2021 Dates of grant March 1, 2022 to January 13, 2023 April 29, 2021 to November 29, 2021 May 7, 2020 to January 5, 2021 Risk free interest rates 1.39% to 3.87% 0.31% to 0.95% 0.20% to 0.38% Volatilities 119% to 155% 155% to 175% 80% to 188% Market prices of common shares on grant date $0.17 to $0.18 $0.27 to $0.63 $0.77 to $2.55 Expected dividends Nil% Nil% Nil% Expected lives Two (2) to three (3) years One (1) to three (3) years Ten (10) months to five (5) years Exercise prices $0.16 to $0.17 $0.27 to $0.63 $0.77 to $3.22 |
Summary of the continuity of MedMelior's share purchase options | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding, January 31, 2021 and 2020 – – – Granted (Note 18) 1,100,000 0.10 3.00 Outstanding, January 31, 2023 and 2022 1,100,000 0.10 1.91 / 2.91 Options Outstanding Options Exercisable Exercise Price $ Expiry Date Vesting Terms 1,100,000 825,000 0.10 December 28, 2024 25% every six months |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Non-controlling Interests | |
Schedule of financial information | 2023 $ 2022 $ Current assets 75,706 623,227 Non-current assets – 18,435 Current liabilities (23,518,207 ) (22,379,079 ) Non-current liabilities (20,700 ) (17,280 ) Net liabilities (23,463,201 ) (21,754,697 ) Net liabilities attributable to NCI (2,078,448 ) – January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Revenue – – – Net loss (6,278,228 ) (4,597,551 ) (12,983,078 ) Other comprehensive (loss) income 1,186 15,581 (11,642 ) Total comprehensive loss (6,277,042 ) (4,581,970 ) (12,994,720 ) Net loss attributable to NCI (356,571 ) – – Net comprehensive loss attributable to NCI 473 – – January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Cash flows used in operating activities (650,077 ) (85,505 ) (214,794 ) Cash flows provided by investing activities – – 275,525 Cash flows provided by financing activities 614,723 60,000 – Effects of exchange rate changes on cash (11 ) (26 ) 1 Net (decrease) increase in cash (36,232 ) (25,531 ) 60,732 Dividends paid to NCI during the year – – – |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Supplemental Cash Flow Disclosures | |
Schedule of Supplemental Cash Flow Disclosures | January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Supplemental disclosures: Interest paid – – 480,636 Non-cash investing and financing activities: Common shares issued for services 29,737 115,500 1,351,808 Common shares of MedMelior issued for services 2,961,835 – – Common shares issued for settlement of accounts payable – 40,331 – Common shares issued for conversion of debentures 493,253 – 102,389 Common shares issued as share issue costs – 724,690 – Common shares issued for asset acquisition – – 16,666,666 Common shares and share purchase warrants issued on exercise of special warrants – 2,794,868 – Common shares, share purchase options and share purchase warrants issued for asset acquisition – – 6,252,180 Compensation options granted as share issue costs – 896,466 – Warrants issued for finder’s fee – – 103,549 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of expected income tax expense | January 31, 2023 $ January 31, 2022 $ January 31, 2021 $ Net loss before taxes (9,372,772 ) (11,992,508 ) (36,350,790 ) Statutory rate 27.00 % 27.00 % 27.00 % Expected tax recovery (2,530,648 ) (3,237,977 ) (9,814,710 ) Foreign tax rate differences 5,261 (139,857 ) 219,740 Permanent differences and other 300,720 340,070 115,020 Write-off and impairments – 302,806 3,017,450 Abandoned assets – – 52,490 Change in deferred tax assets not recognized 2,224,667 2,901,624 6,410,010 Income tax expense – 166,666 – |
Schedule of Income tax expenses allocation | 2023 $ 2022 $ 2021 $ Current tax expense – 166,666 - Deferred tax expense – – - – 166,666 - |
Schedule of deferred income tax assets and liabilities | 2023 $ 2022 $ Tax loss carryforwards – Canada 58,788,940 50,216,400 Tax loss carryforwards - USA 685,220 474,030 Tax loss carryforwards – Australia 19,250 12,080 Tax loss carryforwards – Hong Kong 79,370 73,160 Intangible assets 14,599,580 15,339,660 Property and equipment 33,570 8,120 Contingent liability 1,856,930 – Financing costs 3,078,420 5,138,660 Capital loss 11,766,200 5,184,180 Total unrecognized deductible temporary differences 90,907,480 76,446,290 |
Schedule of non-capital income tax losses expire | Expiry Date Non-Capital Loss $ 2031 118,713 2032 657,883 2034 687,128 2035 1,499,363 2036 4,769,156 2037 1,267,151 2038 1,169,742 2039 4,937,403 2040 11,051,002 2041 9,067,088 2042 13,177,463 2043 10,386,848 58,788,940 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies | |
Schedule of continuity of financial guarantee liability | Financial Guarantee Liability $ Current $ Long-term $ Balance, January 31, 2020 – – – Recognition of financial guarantee liability 182,200 Balance, January 31, 2021 182,200 182,200 – Change in carrying value 901,095 Balance, January 31, 2022 1,083,295 218,780 864,515 Accretion 23,917 Balance, January 31, 2023 1,107,212 667,042 440,170 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Schedule of fair value measurements assets and liabilities | As at January 31, 2023 Level 1 $ Level 2 $ Level 3 $ Cash 8,307 – – Warrant liabilities – – 20,700 As at January 31, 2022 Level 1 $ Level 2 $ Level 3 $ Cash 173,513 – – Financial guarantee liability – – 1,083,295 Warrant liabilities – – 353 |
Management of Financial Risk (T
Management of Financial Risk (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Management of Financial Risk | |
Schedule of liquidity risk | 0 – 12 Months $ Over 12 Months $ Accounts payable and accrued liabilities 5,436,024 – Due to related parties 964,261 – Financial guarantee liability 667,042 440,170 Warrant liabilities – 20,700 Loans payable 80,000 – |
Nature of Operations and Goin_2
Nature of Operations and Going Concern (Details Narrative) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Accumulated deficit | $ (112,186,681) | $ (103,170,480) |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended | |
May 07, 2020 | Jan. 31, 2023 | |
Statement [Line Items] | ||
Percentage of ownership | 100% | |
MedMelior Inc. (acquired August 2020) [Member] | ||
Statement [Line Items] | ||
Jurisdiction | Canada | |
Percentage of ownership | 91 | |
Pivot Pharmaceuticals Manufacturing Corp [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | Canada | |
Blife Therapeutics Inc. (acquired May 2020) [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | Canada | |
Altum S1M US Corp [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 91% | |
Jurisdiction | U.S.A. | |
BetterLife Pharma US Inc. [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | U.S.A. | |
Pivot naturals, LLC [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | U.S.A. | |
Thrudermic, LLC [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | U.S.A | |
BetterLife Europe Pharmaceuticals AG [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | Lichtenstein | |
Solmic AG [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 100% | |
Jurisdiction | Switzerland | |
Altum Pharma (Australia) Pty Ltd. [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 91% | |
Jurisdiction | Australia | |
Altum Pharmaceuticals (HK) Limited [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 91% | |
Jurisdiction | Hong Kong | |
Altum Pharmaceuticals International Inc. (dissolved December 2020) [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 91% | |
Jurisdiction | Barbados | |
Altum Pharmaceuticals Barbados Inc. (dissolved December 2020) [Member] | ||
Statement [Line Items] | ||
Percentage of ownership | 91% | |
Jurisdiction | Barbados | |
BetterLife Pharma Inc. [Member] | ||
Statement [Line Items] | ||
Jurisdiction | Canada | |
Percentage of ownership | Parent |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Jan. 31, 2023 | |
Leasehold improvements [Member] | Minimum [Member] | |
Statement [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Leasehold improvements [Member] | Maximum [Member] | |
Statement [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Computer equipment [Member] | |
Statement [Line Items] | |
Property and equipment estimated useful lives | 2 years |
Equipment [Member] | |
Statement [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Security system [Member] | |
Statement [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) | 12 Months Ended |
Jan. 31, 2023 | |
Licences | |
Statement [Line Items] | |
Intangible assets estimated useful lives | 5 |
Unpatented Technologys | |
Statement [Line Items] | |
Intangible assets estimated useful lives | 10 |
Patents | |
Statement [Line Items] | |
Intangible assets estimated useful lives | 10 |
Settlement and Asset Abandonm_3
Settlement and Asset Abandonment (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | May 07, 2020 |
Statement [Line Items] | ||||
Cash | $ (8,307) | $ (173,513) | ||
Lease liability | 4,702,292 | |||
Gain on abandonment of assets | $ 283 | |||
Year Ended [Member] | ||||
Statement [Line Items] | ||||
Cash | 0 | 0 | $ (347) | |
Right-of-use asset | 0 | 0 | 0 | |
Other assets | 0 | 0 | 0 | |
Accounts payable and accrued liabilities | 0 | 0 | 22,391 | |
Lease liability | 0 | 0 | 1,459,785 | |
Gain on abandonment of assets | $ 0 | $ 0 | $ 1,481,829 |
Settlement and Asset Abandonm_4
Settlement and Asset Abandonment (Details Narrative) - CAD ($) | 12 Months Ended | ||||
Jan. 31, 2020 | Jan. 31, 2023 | May 07, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | |
Statement [Line Items] | |||||
Cash paid | $ 264,660 | $ 240 | |||
Settlement Agreement [Member] | |||||
Statement [Line Items] | |||||
Cash paid | $ 99,247 | $ 165,413 | |||
Loss on settlement of legal claims | $ 264,660 | ||||
Initial closing date | 80% | ||||
Second closing date | 20% |
Sale Abandonment of Assets (Det
Sale Abandonment of Assets (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 |
Statement [Line Items] | |||
ROU asset | $ 3,251,638 | ||
Lease liability | 4,702,292 | ||
Comprehensive loss [Member] | |||
Statement [Line Items] | |||
Deposit | $ 0 | 0 | $ (177,300) |
Equipment | 0 | 0 | (469,695) |
ROU asset | 0 | 0 | (3,066,586) |
Lease liability | 0 | 0 | 3,279,364 |
Other | 0 | 0 | 2,707 |
Loss on disposal of assets | $ 0 | $ 0 | $ (431,510) |
Sale Abandonment of Assets (D_2
Sale Abandonment of Assets (Details Narrative) | 12 Months Ended | |||
May 07, 2020 | Jan. 31, 2023 CAD ($) | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Statement [Line Items] | ||||
Loss on impairment of abandoned assets | $ 191,699 | $ 245,890 | ||
Lessor of facility | $ 135,879 | |||
Ownership interest | 100% | |||
BetterLife Europe [Member] | ||||
Statement [Line Items] | ||||
Consideration sale | $ 246,041 | |||
Ownership interest | 100% | |||
Pivot Pharmaceuticals Manufacturing Corp [Member] | ||||
Statement [Line Items] | ||||
Ownership interest | 100% |
Asset Acquisitions (Details)
Asset Acquisitions (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Dec. 07, 2020 |
Statement [Line Items] | ||||
Fair value of net assets acquired | $ 0 | $ 0 | $ 16,666,666 | |
Asset Acquisitions [Member] | ||||
Statement [Line Items] | ||||
Common shares issued | $ 16,666,666 | |||
Unidentifiable assets | 16,666,666 | |||
Fair value of net assets acquired | $ 16,666,666 |
Asset Acquisitions (Details 1)
Asset Acquisitions (Details 1) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 | Aug. 31, 2020 | May 07, 2020 | Jan. 31, 2020 |
Statement [Line Items] | |||||
Cash paid | $ 264,660 | $ 240 | |||
Amounts receivable | 17,196 | $ 324,993 | |||
Intangible assets | $ 1,149,174 | ||||
Due to related parties | 470,000 | 466,363 | |||
Net value of business purchased | $ 283 | ||||
Altum [member] | |||||
Statement [Line Items] | |||||
Common shares issued | $ 6,094,149 | ||||
Share purchase options granted | 100,312 | ||||
Share purchase warrants granted | 57,718 | ||||
Total purchase price | 6,252,179 | ||||
Cash paid | 24,825 | ||||
Amounts receivable | 31,451 | ||||
Prepaid and other current assets | 363,150 | ||||
Equipment | 44,553 | ||||
Intangible assets | 11,362,000 | ||||
Advances | (1,507,979) | ||||
Accounts payable and accrued liabilities | (3,475,581) | ||||
Due to related parties | $ 534,000 | $ 466,363 | (590,240) | ||
Net value of business purchased | $ 6,252,179 |
Asset Acquisitions (Details 2)
Asset Acquisitions (Details 2) - CAD ($) | Jan. 31, 2023 | May 07, 2020 |
Net assets acquired: | ||
Cash paid | $ 264,660 | $ 240 |
GST receivable | 43 | |
Net value of business purchased | $ 283 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) - CAD ($) | May 07, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Dec. 07, 2020 | Aug. 31, 2020 |
Statement [Line Items] | ||||||
Ownership interest | 100% | |||||
Fair value of net assets acquired | $ 0 | $ 0 | $ 16,666,666 | |||
Cash paid | $ 240 | $ 264,660 | ||||
Blife Therapeutics Inc. [Member] | ||||||
Statement [Line Items] | ||||||
Cash paid | $ 1 | |||||
Nutraneeds LLC [Member] | ||||||
Statement [Line Items] | ||||||
Shares issued as purchase consideration, shares | 13,333,333 | |||||
Altum Pharmaceuticals Inc. [Member] | First Phase 3 trial [Member] | ||||||
Statement [Line Items] | ||||||
Shares issued as purchase consideration, shares | 18,217,239 | |||||
Stock options issued, shares | 856,880 | |||||
Stock warrant issued, shares | 252,595 |
Property and Equipment (Details
Property and Equipment (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Cost, Beginning balance | $ 44,553 | $ 542,742 | |
Cost, Additions | 10,153 | ||
Cost, Impairment | $ 0 | (554,143) | |
Cost, Effect of foreign exchange rate changes | 0 | 1,247 | |
Cost, Ending balance | 44,553 | ||
Cost, Exchange agreement (Note 6(e)) | 0 | 0 | |
Cost, Acquisition (Note 6(b)) | 44,553 | ||
Accumulated Depreciation, Impairment | 0 | (19,988) | |
Accumulated Depreciation, Effect of foreign exchange rate changes | 0 | 24 | |
Accumulated Depreciation, Beginning balance | 26,118 | 7,682 | 2,497 |
Accumulated Depreciation, Ending balance | 44,553 | 26,118 | 7,682 |
Accumulated Depreciation, Depreciation | 18,435 | 18,436 | 25,149 |
Net Book Value | 18,435 | 36,871 | |
Computer equipment [Member] | |||
Statement [Line Items] | |||
Cost, Beginning balance | 0 | 7,349 | |
Cost, Impairment | 0 | (7,349) | |
Cost, Effect of foreign exchange rate changes | 0 | ||
Cost, Ending balance | 7,349 | ||
Accumulated Depreciation, Impairment | 0 | (3,062) | |
Accumulated Depreciation, Effect of foreign exchange rate changes | 0 | ||
Accumulated Depreciation, Beginning balance | 306 | ||
Accumulated Depreciation, Depreciation | 2,756 | ||
Accumulated Depreciations, Ending balance | 306 | ||
Equipment [Member] | |||
Statement [Line Items] | |||
Cost, Beginning balance | 0 | 65,698 | |
Cost, Additions | 10,153 | ||
Cost, Impairment | (77,098) | ||
Cost, Effect of foreign exchange rate changes | 1,247 | ||
Cost, Ending balance | 44,553 | ||
Cost, Acquisition (Note 6(b)) | 44,553 | ||
Accumulated Depreciation, Impairment | (16,926) | ||
Accumulated Depreciation, Effect of foreign exchange rate changes | 0 | 24 | |
Accumulated Depreciation, Beginning balance | 26,118 | 7,682 | 2,191 |
Accumulated Depreciation, Ending balance | 44,553 | 26,118 | 7,682 |
Accumulated Depreciation, Depreciation | $ 18,435 | 18,436 | 22,393 |
Net Book Value | 18,435 | 36,871 | |
Security system [Member] | |||
Statement [Line Items] | |||
Cost, Beginning balance | 0 | 269,611 | |
Cost, Impairment | 0 | (269,611) | |
Cost, Effect of foreign exchange rate changes | 0 | ||
Accumulated Depreciation, Impairment | 0 | ||
Accumulated Depreciation, Effect of foreign exchange rate changes | 0 | ||
Leasehold improvements [Member] | |||
Statement [Line Items] | |||
Cost, Beginning balance | 0 | 200,084 | |
Cost, Impairment | 0 | (200,084) | |
Cost, Effect of foreign exchange rate changes | $ 0 | ||
Accumulated Depreciation, Impairment | 0 | ||
Accumulated Depreciation, Effect of foreign exchange rate changes | $ 0 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) | 12 Months Ended |
Jan. 31, 2021 USD ($) | |
Loss on impairment property and equipment | $ 534,155 |
Intangible Assets (Details)
Intangible Assets (Details) | 12 Months Ended |
Jan. 31, 2021 CAD ($) | |
Statement [Line Items] | |
Cost, Beginning balance | $ 1,149,174 |
Cost, Addition | 86,462 |
Cost, Acquisition (Notes 6(a) and 6(b)) | 11,362,000 |
Cost, Impairment | (12,597,636) |
Accumulated Amortization and Impairment Losses, Beginning balance | 348,117 |
Accumulated Amortization and Impairment Losses, Amortization | 132,611 |
Accumulated Amortization and Impairment Losses, Impairment | (480,728) |
BiPhasix Licence Member | |
Statement [Line Items] | |
Cost, Beginning balance | 319,174 |
Cost, Impairment | (319,174) |
Accumulated Amortization and Impairment Losses, Beginning balance | 190,792 |
Accumulated Amortization and Impairment Losses, Amortization | 59,681 |
Accumulated Amortization and Impairment Losses, Impairment | (250,473) |
Solmic Patents [Member] | |
Statement [Line Items] | |
Cost, Addition | 86,462 |
Cost, Impairment | (86,462) |
Accumulated Amortization and Impairment Losses, Amortization | 10,851 |
Accumulated Amortization and Impairment Losses, Impairment | (10,851) |
MM-001 Patents and IPR&D [Member] | |
Statement [Line Items] | |
Cost, Acquisition (Notes 6(a) and 6(b)) | 9,159,000 |
Cost, Impairment | (9,159,000) |
MM-003 IPR&D [Member] | |
Statement [Line Items] | |
Cost, Acquisition (Notes 6(a) and 6(b)) | 2,203,000 |
Cost, Impairment | (2,203,000) |
Thrudermic Non-Patented Technology [Member] | |
Statement [Line Items] | |
Cost, Beginning balance | 830,000 |
Cost, Impairment | (830,000) |
Accumulated Amortization and Impairment Losses, Beginning balance | 157,325 |
Accumulated Amortization and Impairment Losses, Amortization | 62,079 |
Accumulated Amortization and Impairment Losses, Impairment | $ (219,404) |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - CAD ($) | 12 Months Ended | |||||||
Jan. 31, 2023 | Jan. 31, 2021 | Dec. 31, 2022 | Apr. 03, 2021 | Mar. 31, 2021 | Jan. 18, 2021 | Oct. 22, 2019 | Mar. 02, 2018 | |
Statement [Line Items] | ||||||||
Common shares issued | 3,160,000 | 6,372,298 | 1,779,833 | 316,000 | ||||
Thrudermic, LLC [Member] | ||||||||
Statement [Line Items] | ||||||||
Impairment loss | $ 610,596 | |||||||
Common shares issued | 50,000 | |||||||
Price per share | $ 1 | |||||||
Altum Pharmaceuticals Inc. [Member] | First Phase 3 trial [Member] | ||||||||
Statement [Line Items] | ||||||||
Milestone payments | $ 3,000,000 | |||||||
Altum Pharmaceuticals Inc. [Member] | Annual net sales up to $50 million [Member] | ||||||||
Statement [Line Items] | ||||||||
Annual net sales | $ 50,000,000 | |||||||
Royalties payment, percentage | 8% | |||||||
Altum Pharmaceuticals Inc. [Member] | Annual net sales on the next $25 million [Member] | ||||||||
Statement [Line Items] | ||||||||
Annual net sales | $ 25,000,000 | |||||||
Royalties payment, percentage | 10% | |||||||
Altum Pharmaceuticals Inc. [Member] | Annual net sales above $75 million [Member] | ||||||||
Statement [Line Items] | ||||||||
Annual net sales | $ 75,000,000 | |||||||
Royalties payment, percentage | 12.50% | |||||||
Altum Pharmaceuticals Inc. [Member] | Third person [Member] | ||||||||
Statement [Line Items] | ||||||||
Upfront payment percentage | 30% | |||||||
Altum Pharmaceuticals Inc. [Member] | New Drug Application [Member] | ||||||||
Statement [Line Items] | ||||||||
Milestone payments | $ 5,000,000 | |||||||
Altum Pharmaceuticals Inc. [Member] | First commercial sale [Member] | ||||||||
Statement [Line Items] | ||||||||
Milestone payments | $ 10,000,000 | |||||||
Solmic Patents [Member] | ||||||||
Statement [Line Items] | ||||||||
Consideration paid | $ 10,000 | |||||||
Patents | $ 50,000 | |||||||
Impairment loss | $ 75,611 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Jan. 31, 2023 CAD ($) | |
Leases | |
Right of use of assets, beginning balance | $ 3,251,638 |
Disposal - ROU asset | (3,330,947) |
Disposal - Accumulated amortization on ROU asset | 264,362 |
Amortization on ROU asset | $ (185,053) |
Leases (Details 1)
Leases (Details 1) | 12 Months Ended |
Jan. 31, 2023 CAD ($) | |
Leases | |
Lease Liabilty, beginning balance | $ 4,702,292 |
Lease liability expense | 479,164 |
Disposal | (4,739,149) |
Lease payments | (499,929) |
Effect of foreign exchange rate changes | $ 57,622 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended | |||
Jan. 31, 2023 CAD ($) | Jan. 31, 2021 CAD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) | |
Leases | ||||
Sub lease income | $ 0 | $ 254,902 | ||
Gain on extinguishment of debt | 1,459,785 | |||
Net of loss on disposal of the ROU asset | $ 212,777 | |||
Financial guarantee liability | $ 53,700 | $ 1,107,212 | $ 1,083,295 |
Convertible Debentures (Details
Convertible Debentures (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Accretion | $ 23,917 | ||
Convertible Debenture [Member] | |||
Statement [Line Items] | |||
Beginning balance | 237,880 | $ 500,000 | |
Proceeds from issuances of convertible debentures | $ 800,000 | ||
Transfer of conversion component to equity | (12,671) | ||
Interest payments | (44,144) | ||
Repayment | (250,000) | (200,000) | |
Debt modification | 197,205 | (56,264) | |
Conversion to common shares | (485,332) | (100,000) | |
Accretion | $ 50,247 | 12,671 | |
Ending balance | $ 237,880 | $ 500,000 |
Convertible Debentures (Detai_2
Convertible Debentures (Details Narrative) | 1 Months Ended | |||||||||
Sep. 04, 2020 CAD ($) $ / shares | Oct. 31, 2022 CAD ($) $ / shares shares | Oct. 31, 2022 USD ($) shares | Sep. 25, 2020 CAD ($) $ / shares | Sep. 23, 2020 CAD ($) $ / shares | Jan. 31, 2023 CAD ($) | Jan. 31, 2022 CAD ($) | Jun. 03, 2021 CAD ($) | Jan. 31, 2021 CAD ($) | Jan. 14, 2021 CAD ($) | |
Statement [Line Items] | ||||||||||
Unsecured convertible debenture | $ 102,389 | |||||||||
Non related parties [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Unsecured convertible debenture | $ 500,000 | $ 100,000 | $ 200,000 | $ 5,834 | $ 1,076 | $ 250,000 | $ 12,671 | |||
Accrued interest | $ 43,068 | $ 16,329 | ||||||||
Principle amount of convertible debentures | $ 308,028 | |||||||||
Debenture interest rate, percentage | 8% | 8% | 8% | |||||||
Debenture maturity date | Dec. 03, 2020 | Dec. 24, 2020 | Dec. 22, 2020 | |||||||
Conversion price per share | $ / shares | $ 1.15 | $ 0.20 | $ 1.15 | $ 1.15 | ||||||
Loss on debt modification | $ 197,205 | |||||||||
Converted in common shares | shares | 1,540,135 | 1,540,135 |
Loans Payable (Details)
Loans Payable (Details) | 12 Months Ended | ||
Jan. 31, 2023 CAD ($) | Jan. 31, 2022 CAD ($) | Jan. 31, 2022 USD ($) | |
Loans Payable | |||
Loans Payable, Beginning Balance | $ 74,559 | ||
Proceeds from loans payable | $ 120,000 | $ 120,000 | |
Premium on loans payable | (50,949) | ||
Accretion loan payable | 5,441 | $ 5,508 | |
Loans Payable, Ending Balance | 80,000 | 74,559 | |
Current Loan Payable | |||
Current Loan Payable, Begging Balance | 40,000 | ||
Current Note Payable, Ending Balance | 80,000 | 40,000 | |
Long - Term Laon Payable | |||
Long-Term Loan Payable, Beginning Balance | $ 34,559 | ||
Long-Term Loan Payable, Ending Balance | $ 34,559 |
Common Shares (Details)
Common Shares (Details) - shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Number of Special Warrants | ||
Issued | 5,889,735 | |
Exercised into 1.10 common shares and warrants | (5,589,735) | (300,000) |
Warrants Outstanding, Ending Balance | 5,589,735 | |
Exercised Into Common Shares | ||
Warrant Outstanding, Beginning Balance | 330,000 | |
Exercised into 1.10 common shares and warrants | 6,372,298 | 330,000 |
Warrants Outstanding, Ending Balance | 6,702,298 | 330,000 |
Exercised Into Warrants | ||
Warrants Outstanding, Beginning Balance | 330,000 | |
Exercised into 1.10 common shares and warrants | 6,372,298 | 330,000 |
Warrants Outstanding, Ending Balance | 6,702,298 | 330,000 |
Common Shares (Details Narrativ
Common Shares (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Jun. 07, 2021 CAD ($) $ / shares shares | May 14, 2021 CAD ($) $ / shares shares | Oct. 31, 2022 shares | Jun. 25, 2021 CAD ($) $ / shares shares | May 28, 2021 CAD ($) $ / shares shares | May 28, 2021 USD ($) | Mar. 31, 2021 CAD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Jan. 18, 2021 CAD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jan. 31, 2023 CAD ($) shares | Jan. 31, 2022 CAD ($) $ / shares shares | Jan. 31, 2021 CAD ($) shares | Mar. 31, 2023 shares | Dec. 31, 2022 $ / shares shares | May 28, 2021 USD ($) shares | Apr. 03, 2021 CAD ($) $ / shares shares | Apr. 03, 2021 USD ($) shares | Feb. 28, 2021 shares | Jan. 14, 2021 CAD ($) shares | Dec. 18, 2020 CAD ($) shares | Sep. 04, 2020 CAD ($) shares | |
Statement [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ 2,491,766 | $ 189,600 | $ 647,166 | |||||||||||||||||||
Other transaction costs | $ 30,477 | $ 434,237 | ||||||||||||||||||||
Number of Compensation Options | shares | 471,178 | |||||||||||||||||||||
Issued capital amount | $ | $ 287,413 | $ 138,175 | $ 2,794,868 | |||||||||||||||||||
Warrants exercised shares | shares | 5,589,735 | 5,589,735 | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.40 | $ 0.20 | $ 0.60 | |||||||||||||||||||
Warrants issuance cost of reclassified from reserves | $ | $ 572,565 | |||||||||||||||||||||
Common shares issued | shares | 1,779,833 | 316,000 | 3,160,000 | 6,372,298 | 6,372,298 | |||||||||||||||||
Share issuance costs | shares | 210,771 | 210,771 | ||||||||||||||||||||
Received subscription | $ | $ 74,000 | |||||||||||||||||||||
Convertible debenture | $ | $ 102,389 | |||||||||||||||||||||
Issuance of conversion shares of common stock | shares | 89,034 | |||||||||||||||||||||
Common shares price per shares | $ / shares | $ 0.70 | |||||||||||||||||||||
Fair value of shares issued | $ | $ 76,571,515 | 75,384,509 | ||||||||||||||||||||
Shelf Prospectus [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 2,610,000 | $ 226,954 | ||||||||||||||||||||
Other transaction costs | $ | $ 68,086 | $ 4,000 | $ 254,109 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | $ 0.0563 | $ 0.50 | |||||||||||||||||||
Common shares issued | shares | 6,525,000 | 500,000 | 689,655 | 689,655 | ||||||||||||||||||
Common shares price per shares | $ / shares | $ 0.40 | $ 0.40 | ||||||||||||||||||||
Fair value of shares issued | $ | $ 17,405 | $ 268,965 | ||||||||||||||||||||
Total Shares issuance costs | $ 556,698 | 50,920 | $ 1,673,703 | |||||||||||||||||||
Fair value compensation options | 227,612 | $ 644,629 | ||||||||||||||||||||
Incurred costs | $ | $ 77,184 | |||||||||||||||||||||
Agent's fee | 261,000 | 22,696 | $ 506,000 | |||||||||||||||||||
Allocated fair value of warrants | $ | $ 685,125 | $ 52,500 | $ 395,313 | |||||||||||||||||||
Warrants purchase share | shares | 478,750 | |||||||||||||||||||||
Compensation options | shares | 652,750 | 50,000 | 1,265,000 | 1,265,000 | ||||||||||||||||||
Description of compensation options | Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024 | an exercise price of $0.40 per unit and expires on May 28, 2024, 47,875 compensation options with fair value of $6,819 (Note 14) entitling the holder to purchase one common share at an exercise price of $0.50 per share and expires on May 28, 2024 | Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024 | Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024 | ||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Common shares issued | shares | 10,000 | 15,000 | 94,206 | |||||||||||||||||||
Fair value of shares issued | $ | $ 16,850 | $ 28,350 | $ 98,968 | |||||||||||||||||||
Share issued upon service rendered, shares | shares | 152,500 | 841,526 | ||||||||||||||||||||
Common shares of vesting of restricted stock units | shares | 23,724 | |||||||||||||||||||||
Share issued upon service rendered, amount | $ | $ 29,737 | $ 40,331 | $ 1,253,045 | |||||||||||||||||||
Common shares issued for settlement of accounts payable , shares | shares | 412,069 | 3,000 | ||||||||||||||||||||
Common shares issued for settlement of accounts payable fair value | $ | $ 115,500 | |||||||||||||||||||||
Converted in common shares | shares | 1,540,135 | |||||||||||||||||||||
Former Officers [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Common shares issued | shares | 296,667 | |||||||||||||||||||||
Fair value of shares issued | $ | $ 405,250 | |||||||||||||||||||||
Private Placement Offering [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Description of private placement | Each special warrant is exercisable, for no additional consideration, into one unit of the Company, with each unit consisting of one common share and one common share purchase warrant, entitling the holder thereof to acquire one common share at an exercise price of $0.60 and expiry date of December 1, 2023 | |||||||||||||||||||||
Special warrants issued, shares | shares | 5,889,735 | |||||||||||||||||||||
Special warrants issued, value | $ | $ 2,944,868 | |||||||||||||||||||||
Special warrants issued, price per share | $ / shares | $ 0.50 | |||||||||||||||||||||
Special warrants [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.60 | |||||||||||||||||||||
Special warrants exercised | shares | 300,000 | |||||||||||||||||||||
Special warrants isued | shares | 330,000 | |||||||||||||||||||||
Special warrants value | $ | $ 150,000 | |||||||||||||||||||||
Expiry date of warrant | Dec. 01, 2023 | |||||||||||||||||||||
Warrant issued | shares | 330,000 | |||||||||||||||||||||
Directors [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Share issued upon service rendered, shares | shares | 3,000 | |||||||||||||||||||||
Share issued upon service rendered, amount | $ | $ 5,550 | |||||||||||||||||||||
Purchase Agreement [Member] | Nutraneeds [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Common shares issued | shares | 13,333,333 | |||||||||||||||||||||
Fair value of shares issued | $ | $ 16,666,666 | |||||||||||||||||||||
Employment Agreement [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Common shares issued | shares | 94,206 | |||||||||||||||||||||
Fair value of shares issued | $ | $ 98,968 | |||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Exercise price | $ / shares | $ 2.30 | |||||||||||||||||||||
Description of warrants | the Company issued 716,725 units, consisting of one common share and one half of one share purchase warrant, at price of $1.90 per unit for gross proceeds of $1,361,778. Each share purchase warrant entitles the holder to purchase one common share at a price of $2.30 per share and has an expiry term of two (2) years | |||||||||||||||||||||
Cash payments | $ | $ 103,550 | |||||||||||||||||||||
Issuance of share purchase warrants, shares | shares | 54,142 | |||||||||||||||||||||
Issuance of share purchase warrants, value | $ | $ 72,434 | |||||||||||||||||||||
Non Brokered Private Placement Member | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Other transaction costs | $ | $ 38,637 | |||||||||||||||||||||
Common shares issued | shares | 1,142,857 | 15,812,500 | 3,571,429 | 15,812,500 | ||||||||||||||||||
Common shares price per shares | $ / shares | $ 0.40 | |||||||||||||||||||||
Gross proceeds for common shares | $ | $ 972,000 | $ 6,325,000 | ||||||||||||||||||||
Common shares issuance cost, shares | shares | 311,689 | |||||||||||||||||||||
Common shares issuance cost of fair value | $ | $ 168,312 | |||||||||||||||||||||
Altum Pharmaceuticals Inc. [Member] | Amalgamation Agreement [Member] | ||||||||||||||||||||||
Statement [Line Items] | ||||||||||||||||||||||
Common shares issued | shares | 18,217,239 | |||||||||||||||||||||
Fair value of shares issued | $ | $ 6,094,150 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Weighted Average Exercise Price Granted pursuant to acquisitions (Note 6(b)) | $ 3.05 | ||
Warrants [Member] | |||
Statement [Line Items] | |||
Warrants Outstanding, Beginning Balance | 252,595 | 252,595 | |
Number of Warrants Granted pursuant to acquisition (Note 6(b)) | 252,595 | ||
Number of Warrants Expire | (252,595) | ||
Warrants Outstanding, Ending Balance | 252,595 | 252,595 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.44 | $ 1.44 | |
Weighted Average Exercise Price Granted pursuant to acquisitions (Note 6(b)) | $ 1.44 | ||
Weighted Average Exercise Price Expire | $ (1.44) | ||
Weighted Average Exercise Price, Ending Balance | $ 1.44 | $ 1.44 | |
Liability amount, Beginning Balance | $ 353 | $ 131,603 | |
Liability amount, granted pursuant to acquisition (note 6(b)) | $ 57,718 | ||
Liability amount, Change in fair value | $ (353) | (131,250) | 73,885 |
Liability amount, Ending Balance | $ 353 | $ 131,603 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Granted pursuant to acquisitions (Note 6(b)) | $ 3.05 | ||
Warrants of MedMelior [Member] | |||
Statement [Line Items] | |||
Warrants Outstanding, Beginning Balance | 0 | ||
Granted pursuant to acquisition (Note 6(b)) | 96,667 | ||
Warrants Outstanding, Ending Balance | 96,667 | ||
Granted pursuant to acquisitions (Note 6(b)) | $ 1.25 | ||
Weighted Average Exercise Price, Ending Balance | $ 1.25 | ||
Liability amount, granted pursuant to acquisition (note 6(b)) | $ 25,709 | ||
Liability amount, Change in fair value | (5,009) | ||
Liability amount, Ending Balance | $ 20,700 | $ 0 |
Share Purchase Warrants (Deta_3
Share Purchase Warrants (Details 2) | 12 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Share Purchase Warrants | |
Number of warrants | shares | 96,667 |
Expire date | Jun. 09, 2024 |
Exercise price per share | $ / shares | $ 1.25 |
Weighted average remaining contractual life (years) | 1 year 4 months 9 days |
Share Purchase Warrants (Deta_4
Share Purchase Warrants (Details 3) - Equity-classified warrants [Member] - $ / shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Warrants Outstanding, Beginning Balance | 31,259,127 | 8,374,396 | 7,947,892 |
Granted | 30,126,643 | 742,504 | |
Expired | (1,118,484) | (7,241,912) | |
Exercised (Note 12(h)) | (316,000) | ||
Warrants Outstanding, Ending Balance | 30,140,643 | 31,259,127 | 8,488,605 |
Weighted Average Exercise Price, Beginning Balance | $ 0.59 | $ 2.90 | $ 2.94 |
Weighted Average Exercise Price, Granted | 0.52 | 1.54 | |
Weighted Average Exercise Price, Exercised (Note 12(h)) | (0.60) | ||
Weighted Average Exercise Price, Expired | (2.43) | (2.98) | |
Weighted Average Exercise Price, Ending Balance | $ 0.52 | $ 0.59 | $ 2.90 |
Share Purchase Warrants (Deta_5
Share Purchase Warrants (Details 4) - $ / shares | 1 Months Ended | 12 Months Ended | ||
May 30, 2019 | May 15, 2019 | Apr. 08, 2019 | Jan. 31, 2023 | |
Statement [Line Items] | ||||
Number of warrants outstanding | 1,386,800 | 4,613,200 | 695,000 | 30,140,643 |
Expiry Date | May 29, 2021 | May 14, 2021 | Mar. 16, 2022 | |
Transaction Four [Member] | ||||
Statement [Line Items] | ||||
Number of warrants outstanding | 23,316,250 | |||
Exercise Price | $ 0.50 | |||
Expiry Date | May 28, 2024 | |||
Transaction Three [Member] | ||||
Statement [Line Items] | ||||
Number of warrants outstanding | 6,386,298 | |||
Exercise Price | $ 0.60 | |||
Expiry Date | Dec. 01, 2023 | |||
Transaction Two [Member] | ||||
Statement [Line Items] | ||||
Number of warrants outstanding | 238,095 | |||
Exercise Price | $ 0.27 | |||
Expiry Date | Sep. 26, 2023 | |||
Transaction One [Member] | ||||
Statement [Line Items] | ||||
Number of warrants outstanding | 200,000 | |||
Exercise Price | $ 1.21 | |||
Expiry Date | Mar. 28, 2023 |
Share Purchase Warrants (Deta_6
Share Purchase Warrants (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
May 30, 2019 $ / shares shares | May 15, 2019 $ / shares shares | Apr. 08, 2019 $ / shares shares | Jan. 31, 2023 $ / shares shares | Jan. 31, 2023 USD ($) shares | Jan. 31, 2022 $ / shares shares | Jan. 31, 2021 $ / shares shares | |
Statement [Line Items] | |||||||
Date of grant | March 29 and September 27, 2021 | ||||||
Market price per share | $ 0.67 | ||||||
Risk free interest rate | 3.97% | ||||||
Volatility rate | 90% | ||||||
Dividend rate | 0% | 0% | |||||
Expected life | 1 year 4 months 10 days | 3 years | |||||
Granted pursuant to acquisition | shares | 252,595 | ||||||
Share purchase warrants issued, shares | shares | 438,095 | 0 | |||||
Consulting fees and promotion | $ | $ 239,002 | ||||||
Exercise price | $ 2.50 | $ 3 | $ 3.50 | $ 1.25 | |||
Number of share purchase warrants | shares | 96,667 | ||||||
Number of warrants outstanding | shares | 1,386,800 | 4,613,200 | 695,000 | 30,140,643 | 30,140,643 | ||
Expiry Date | May 29, 2021 | May 14, 2021 | Mar. 16, 2022 | ||||
Minimum [Member] | |||||||
Statement [Line Items] | |||||||
Market price per share | $ 0.40 | ||||||
Maximum [Member] | |||||||
Statement [Line Items] | |||||||
Market price per share | 0.295 | ||||||
Exercise price | $ 0.40 | ||||||
Equity-classified warrants [Member] | Minimum [Member] | |||||||
Statement [Line Items] | |||||||
Market price per share | $ 0.27 | ||||||
Risk free interest rate | 0.24% | ||||||
Volatility rate | 97% | ||||||
Dividend rate | 0% | ||||||
Expected life | 2 years | ||||||
Exercise price | $ 0.27 | ||||||
Equity-classified warrants [Member] | |||||||
Statement [Line Items] | |||||||
Risk free interest rate | 3.87% | 0.95% | 0.38% | ||||
Volatility rate | 155% | 175% | 188% | ||||
Dividend rate | 0% | 0% | 0% | ||||
Exercise price | 0.17 | $ 0.63 | $ 3.22 | ||||
Equity-classified warrants [Member] | Maximum [Member] | |||||||
Statement [Line Items] | |||||||
Market price per share | $ 1.21 | ||||||
Risk free interest rate | 0.53% | ||||||
Volatility rate | 98% | ||||||
Dividend rate | 0% | ||||||
Expected life | 2 years | ||||||
Exercise price | $ 1.21 |
Compensation Options (Details)
Compensation Options (Details) - Compensation Options [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2021 | |
Statement [Line Items] | ||
Outstanding, Beginning | 471,178 | 0 |
Granted | 2,015,625 | 471,178 |
Outstanding and exercisable, Ending | 2,486,803 | 471,178 |
Weighted Average Exercise Price, Outstanding Beginning | $ 0.50 | $ 0 |
Weighted Average Exercise Price, Granted | 0.40 | 0.50 |
Weighted Average Exercise Price, Outstanding and exeercisable, Ending | $ 0.42 | $ 0.50 |
Weighted Average Remaining Contractual Life (years), Outstanding Beginning | 2 years 9 months 29 days | |
Weighted Average Remaining Contractual Life (years), Granted | 3 years | 3 years |
Weighted Average Remaining Contractual Life (years), Outstanding and exercisable Ending | 2 years 2 months 23 days | 2 years 9 months 29 days |
Compensation Options (Details 1
Compensation Options (Details 1) - $ / shares | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Statement [Line Items] | ||
Number of Compensation Options | 2,486,803 | |
Number of Compensation Options | 471,178 | |
Compensation Options Three Exercisable Into[Member] | ||
Statement [Line Items] | ||
Common shares | 47,875 | |
Share Purchase warrants | 0 | |
Exercise price | $ 0 | |
Compensation Options One Exercisable Into[Member] | ||
Statement [Line Items] | ||
Common shares | 537,143 | |
Share Purchase warrants | 537,143 | |
Exercise price | $ 0.60 | |
Expiry date | Dec. 02, 2023 | |
Compensation Options Two Exercisable Into[Member] | ||
Statement [Line Items] | ||
Common shares | 1,967,750 | |
Share Purchase warrants | 1,967,750 | |
Exercise price | $ 0.50 | |
Expiry date | May 28, 2024 | |
Compensation Options One[Member] | ||
Statement [Line Items] | ||
Exercise price | $ 0.50 | |
Expiry date | Dec. 02, 2023 | |
Number of Compensation Options | 471,178 | |
Compensation Options Two[Member] | ||
Statement [Line Items] | ||
Exercise price | $ 0.40 | |
Expiry date | May 28, 2024 | |
Number of Compensation Options | 1,967,750 | |
Compensation Options Three[Member] | ||
Statement [Line Items] | ||
Exercise price | $ 0.50 | |
Expiry date | May 28, 2024 | |
Number of Compensation Options | 47,875 | |
Compensation Options Exercisable[Member] | ||
Statement [Line Items] | ||
Common shares | 2,552,768 | |
Share Purchase warrants | 2,504,893 |
Compensation Options (Details N
Compensation Options (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | ||||
May 30, 2019 | May 15, 2019 | Apr. 08, 2019 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | ||||||
Dividend rate | 0% | 0% | ||||
Expected life | 1 year 4 months 10 days | 3 years | ||||
Market price per share | $ 0.67 | |||||
Exercise price | $ 2.50 | $ 3 | $ 3.50 | $ 1.25 | ||
Minimum [Member] | ||||||
Statement [Line Items] | ||||||
Risk free interest rate | 0.61% | |||||
Volatility rate | 119% | |||||
Market price per share | $ 0.40 | |||||
Exercise price | $ 0.50 | |||||
Maximum [Member] | ||||||
Statement [Line Items] | ||||||
Risk free interest rate | 0.50% | |||||
Volatility rate | 114% | |||||
Market price per share | $ 0.295 | |||||
Exercise price | $ 0.40 |
Long-term Incentive Plans (Deta
Long-term Incentive Plans (Details) - Restricted Stock Units [Member] - shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Outstanding, Beginning | 10,000 | 25,000 | 275,000 |
Granted | 30,000 | 30,000 | |
Common shares issued on vesting (Notes 12(a) and 18) | (10,000) | (15,000) | (271,667) |
Forfeited (Note 18) | (8,333) | ||
Outstanding, Ending | 10,000 | 25,000 |
Long-term Incentive Plans (De_2
Long-term Incentive Plans (Details 1) - Performance Stock Units [member] | 12 Months Ended |
Jan. 31, 2023 shares | |
Statement [Line Items] | |
Outstanding, Beginning | 75,000 |
Common shares issued on vesting (Notes 12(a) and 18) | (25,000) |
Expired (Note 18) | (25,000) |
Outstanding, Ending | 25,000 |
Long-term Incentive Plans (De_3
Long-term Incentive Plans (Details 2) - $ / shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Number of options, outstanding, beginning | 2,410,000 | 2,922,712 | 1,472,500 |
Number of options, Granted | 3,920,000 | 1,270,000 | 1,430,000 |
Granted pursuant to acquisition (Note 6(a)) | 856,880 | ||
Number of options, Forfeited/Expired | (60,000) | (1,782,712) | (836,668) |
Number of options, outstanding, ending | 6,270,000 | 2,410,000 | 2,922,712 |
Weighted average exercise price, outstanding, beginnig | $ 0.76 | $ 2.56 | $ 3.82 |
Weighted average exercise price, Granted | 0.17 | 0.48 | 1.03 |
Weighted average exercise price, Granted pursuant to acquisition | 3.05 | ||
Weighted average exercise price, Forfeited/Expired | 1.66 | (3.51) | (2.68) |
Weighted average exercise price, outstanding, ending | $ 0.38 | $ 0.76 | $ 2.56 |
Weighted average remaining contractual life, outstanding, beginning | 1 year 11 months 23 days | 2 years 2 months 9 days | 3 years 29 days |
Weighted average remaining contractual life, Granted | 3 years | 2 years 4 months 28 days | 3 years 3 days |
Weighted average remaining contractual life, Granted pursuant to acquisition (Note 6(a)) | 4 months 6 days | ||
Weighted average remaining contractual life, outstanding, ending | 1 year 11 months 4 days | 1 year 11 months 23 days | 2 years 2 months 8 days |
Long-term Incentive Plans (De_4
Long-term Incentive Plans (Details 3) | 12 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Statement [Line Items] | |
Number of options, outstanding | 6,270,000 |
Options Exercisable | 4,200,004 |
Options 1 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 700,000 |
Options Exercisable | 700,000 |
Expiry date | Apr. 28, 2023 |
Vesting Term | 25% |
Exercise Price | $ / shares | $ 0.63 |
Options 2 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 20,000 |
Options Exercisable | 20,000 |
Expiry date | Sep. 27, 2023 |
Vesting Term | 25% |
Exercise Price | $ / shares | $ 0.275 |
Options 3 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 20,000 |
Options Exercisable | 20,000 |
Expiry date | Nov. 28, 2023 |
Vesting Term | 100% |
Exercise Price | $ / shares | $ 0.29 |
Options 4 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 840,000 |
Options Exercisable | 840,000 |
Expiry date | Dec. 08, 2023 |
Vesting Term | 50% |
Exercise Price | $ / shares | $ 0.77 |
Options 5 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 520,000 |
Options Exercisable | 520,000 |
Expiry date | Oct. 13, 2024 |
Vesting Term | 100% |
Exercise Price | $ / shares | $ 0.295 |
Options 6 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 20,000 |
Options Exercisable | 20,000 |
Expiry date | Dec. 11, 2024 |
Vesting Term | 100% |
Exercise Price | $ / shares | $ 0.16 |
Options 7 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 2,100,000 |
Options Exercisable | 1,400,003 |
Expiry date | Feb. 28, 2025 |
Vesting Term | 33.33% |
Exercise Price | $ / shares | $ 0.17 |
Options 8 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 180,000 |
Options Exercisable | 171,667 |
Expiry date | May 05, 2025 |
Vesting Term | 25% |
Exercise Price | $ / shares | $ 1.80 |
Options 9 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 50,000 |
Options Exercisable | 41,667 |
Expiry date | May 10, 2025 |
Vesting Term | 16.66% |
Exercise Price | $ / shares | $ 2.40 |
Options 10 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 20,000 |
Options Exercisable | 16,667 |
Expiry date | May 21, 2025 |
Vesting Term | 16.66% |
Exercise Price | $ / shares | $ 1.80 |
Options 11 [Member] | |
Statement [Line Items] | |
Number of options, outstanding | 1,800,000 |
Options Exercisable | 450,000 |
Expiry date | Jan. 12, 2026 |
Vesting Term | 25% |
Exercise Price | $ / shares | $ 0.16 |
Long-term Incentive Plans (De_5
Long-term Incentive Plans (Details 4) | 1 Months Ended | 12 Months Ended | |||||||
May 30, 2019 $ / shares | May 15, 2019 $ / shares | Apr. 08, 2019 $ / shares | Jan. 31, 2023 $ / shares | Jan. 31, 2022 $ / shares | Jan. 31, 2021 $ / shares | Jan. 31, 2023 $ / shares | Jan. 31, 2022 $ / shares | Jan. 31, 2021 $ / shares | |
Statement [Line Items] | |||||||||
Risk free interest rate | 3.97% | ||||||||
Volatility rate | 90% | ||||||||
Expected Dividend rate | 0% | 0% | |||||||
Exercise price | $ 2.50 | $ 3 | $ 3.50 | $ 1.25 | |||||
Share based payment Expense [Member] | |||||||||
Statement [Line Items] | |||||||||
Risk free interest rate | 1.39% | 0.31% | 0.20% | ||||||
Volatility rate | 119% | 155% | 80% | ||||||
Market prices of common shares on grant date | $ 0.17 | $ 0.27 | $ 0.77 | ||||||
Expected lives | 2 years | 1 year | 10 years | ||||||
Exercise price | $ 0.16 | $ 0.27 | $ 0.77 | ||||||
Equity-classified warrants [Member] | |||||||||
Statement [Line Items] | |||||||||
Date Of Grant | March 1, 2022 to January 13, 2023 | April 29, 2021 to November 29, 2021 | May 7, 2020 to January 5, 2021 | ||||||
Risk free interest rate | 3.87% | 0.95% | 0.38% | ||||||
Volatility rate | 155% | 175% | 188% | ||||||
Market prices of common shares on grant date | $ 0.18 | $ 0.63 | $ 2.55 | ||||||
Expected Dividend rate | 0% | 0% | 0% | ||||||
Expected lives | 3 years | 3 years | 5 years | ||||||
Exercise price | $ 0.17 | $ 0.63 | $ 3.22 |
Long-term Incentive Plans (De_6
Long-term Incentive Plans (Details 5) | 12 Months Ended | |||
Jan. 31, 2023 $ / shares shares | Jan. 31, 2023 $ / shares shares | Jan. 31, 2022 $ / shares | Jan. 31, 2021 $ / shares | |
Statement [Line Items] | ||||
Weighted Average Exercise Price Outstanding Beginnig | $ 0.76 | $ 2.56 | $ 3.82 | |
Weighted average exercise price, Granted | 0.17 | 0.48 | 1.03 | |
Weighted Average Exercise Price Outstanding Ending | $ 0.38 | $ 0.76 | $ 2.56 | |
Weighted average remaining contractual life, Granted | 3 years | 3 years | 2 years 4 months 28 days | 3 years 3 days |
Weighted average remaining contractual life, outstanding, ending | 1 year 11 months 4 days | 1 year 11 months 4 days | 1 year 11 months 23 days | 2 years 2 months 8 days |
Share Purchase Options of MedMelior[Member] | ||||
Statement [Line Items] | ||||
Granted | shares | 1,100,000 | 1,100,000 | ||
Outstanding, Ending | shares | 1,100,000 | 1,100,000 | ||
Weighted average exercise price, Granted | $ 0.10 | |||
Weighted Average Exercise Price Outstanding Ending | $ 0.10 | |||
Weighted average remaining contractual life, Granted | 3 years | 3 years | ||
Weighted average remaining contractual life, outstanding, ending | 2 years 10 months 28 days | 2 years 10 months 28 days |
Long-term Incentive Plans (De_7
Long-term Incentive Plans (Details 6) | 12 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Statement [Line Items] | |
Number of options, outstanding | 6,270,000 |
Options Exercisable | 4,200,004 |
Share Purchase Options of MedMelior[Member] | |
Statement [Line Items] | |
Number of options, outstanding | 1,100,000 |
Options Exercisable | 825,000 |
Expiry date | Dec. 28, 2024 |
Vesting Term | 25% |
Exercise Price | $ / shares | $ 0.10 |
Long-term Incentive Plans (De_8
Long-term Incentive Plans (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
May 30, 2019 $ / shares | May 15, 2019 $ / shares | Apr. 08, 2019 $ / shares | Jan. 31, 2023 CAD ($) $ / shares shares | Jan. 31, 2023 USD ($) shares | Jan. 31, 2022 CAD ($) $ / shares shares | Jan. 31, 2021 CAD ($) shares | Jan. 31, 2021 USD ($) shares | Jan. 31, 2023 $ / shares | |
Statement [Line Items] | |||||||||
Long term incentive plan, description | the Company may grant share purchase options, RSUs, PSUs or deferred share units to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than 10% of its outstanding common shares on a fully-diluted basis | the Company may grant share purchase options, RSUs, PSUs or deferred share units to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than 10% of its outstanding common shares on a fully-diluted basis | |||||||
Performance stock vested | shares | 25,000 | 25,000 | 25,000 | ||||||
Share based payment | $ | $ 695,473 | $ 612,631 | |||||||
Restricted stock units vested | shares | 23,668 | 219,360 | 219,360 | ||||||
Unrecognized shares based payment expenses | $ | $ 476,554 | ||||||||
Company recognized | $ | $ 2,661 | ||||||||
Share-based payment expense | $ | $ 198,969 | ||||||||
Performance stock units vested | $ | 0 | $ 0 | |||||||
Share purchase options | $ 492,199 | $ 273,411 | $ 56,238 | ||||||
Market price of common shares on grant date | $ / shares | $ 0.75 | ||||||||
Exercise price | $ / shares | $ 2.50 | $ 3 | $ 3.50 | 1.25 | |||||
Minimum [Member] | |||||||||
Statement [Line Items] | |||||||||
Fair value of options | $ / shares | $ 0.11 | ||||||||
Maximum [Member] | |||||||||
Statement [Line Items] | |||||||||
Fair value of options | $ / shares | $ 1.70 | ||||||||
Exercise price | $ / shares | $ 0.40 | ||||||||
Maximum [Member] | Black-Scholes option pricing model [member] | |||||||||
Statement [Line Items] | |||||||||
Date of grants, long term incentive plans | Nov. 29, 2021 | Nov. 29, 2021 | |||||||
Risk free interest rate | 1.18% | 1.18% | |||||||
Volatility | 90% | 90% | |||||||
Expected life | 3 years | 3 years | |||||||
Volume weighted average price | $ / shares | $ 0.83 | ||||||||
Exercise price | $ / shares | $ 0.10 | ||||||||
Restricted Stock Unit [Member] | Share-based payment arrangement [Member] | |||||||||
Statement [Line Items] | |||||||||
Salaries, wages and employment expenses | $ | $ 219,360 | ||||||||
Performance Stock Units [member] | Share-based payment arrangements [Member] | |||||||||
Statement [Line Items] | |||||||||
Salaries, wages and employment expenses | $ | $ 0 | $ 6,359 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Statement [Line Items] | ||
Current assets | $ 74,727 | $ 1,142,928 |
Current liabilities | 7,147,327 | 4,143,147 |
Net liabilities | (7,608,197) | (5,042,221) |
Non controlling Interests Member | ||
Statement [Line Items] | ||
Current assets | 75,706 | 623,227 |
Non-current assets | 18,435 | |
Current liabilities | (23,518,207) | (22,379,079) |
Non-current liabilities | (20,700) | (17,280) |
Net liabilities | (23,463,201) | $ (21,754,697) |
Net liabilities attributable to NCI | $ (2,078,448) |
Non-controlling Interests (De_2
Non-controlling Interests (Details 1) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Net loss | $ (9,372,772) | $ (12,159,174) | $ (36,350,790) |
Total comprehensive loss | (9,390,762) | (12,019,355) | (36,413,170) |
Non controlling Interests Member | |||
Statement [Line Items] | |||
Net loss | (6,278,228) | (4,597,551) | (12,983,078) |
Other comprehensive (loss) income | 1,186 | 15,581 | (11,642) |
Total comprehensive loss | (6,277,042) | $ (4,581,970) | $ (12,994,720) |
Net loss attributable to NCI | (356,571) | ||
Net comprehensive loss attributable to NCI | $ 473 |
Non-controlling Interests (De_3
Non-controlling Interests (Details 2) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Cash flows used in operating activities | $ (1,503,512) | $ (11,202,820) | $ (7,164,881) |
Cash flows provided by investing activities | (71,550) | ||
Cash flows provided by financing activities | 1,335,889 | 11,233,521 | 4,089,644 |
Effects of exchange rate changes on cash | 2,417 | (11,910) | 19,805 |
Net (decrease) increase in cash | (165,206) | 18,791 | (3,126,982) |
Non controlling Interests Member | |||
Statement [Line Items] | |||
Cash flows used in operating activities | (650,077) | (85,505) | (214,794) |
Cash flows provided by investing activities | 275,525 | ||
Cash flows provided by financing activities | 614,723 | 60,000 | |
Effects of exchange rate changes on cash | (11) | (26) | 1 |
Net (decrease) increase in cash | $ (36,232) | $ (25,531) | $ 60,732 |
Non-controlling Interests (De_4
Non-controlling Interests (Details Narrative) - Non controlling Interests Member - CAD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Statement [Line Items] | |||
Gross proceed | $ 186,147 | ||
Ownership interest | 8.86% | 0% | |
Shares warrant, purchase | 96,667 | ||
Common stock, shares Issued | 3,500,000 | 193,333 | |
Liability classified warrant | $ 25,709 | ||
Fair value of common stock | $ 2,961,833 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Supplemental disclosures: | |||
Interest paid | $ 0 | $ 480,636 | |
Non-cash investing and financing activities: | |||
Common shares issued for services | $ 29,737 | $ 115,500 | $ 1,351,808 |
Common shares of MedMelior issued for services | 2,961,835 | 0 | 0 |
Common shares issued for settlement of accounts payable | $ 0 | $ 40,331 | $ 0 |
Common shares issued for conversion of debentures | 493,253 | 0 | 102,389 |
Common shares issued as share issue costs | 0 | 724,690 | 0 |
Common shares issued for asset acquisition | 0 | 0 | 16,666,666 |
Common shares and share purchase warrants issued on exercise of special warrants | 0 | 2,794,868 | 0 |
Common shares, share purchase options and share purchase warrants issued for asset acquisition | 0 | 0 | 6,252,180 |
Compensation options granted as share issue costs | 0 | 896,466 | |
Warrants issued for finder's fee | $ 0 | $ 0 | $ 103,549 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - CAD ($) | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Aug. 31, 2020 | |
Statement [Line Items] | ||||
Due to related party | $ 470,000 | $ 466,363 | ||
Officers compensation | 1,890,044 | 1,755,811 | $ 1,558,585 | |
Altum [member] | ||||
Statement [Line Items] | ||||
Due to related party | $ 534,000 | $ 466,363 | $ (590,240) | |
Stock options granted during the year | 582,620 | |||
Director and Officers [Member] | ||||
Statement [Line Items] | ||||
Stock option expired | 10,000 | 1,242,620 | 256,250 | |
Subscription proceeds | $ 74,000 | |||
Stock options granted during the year | 0 | 1,000,000 | 0 | |
Settlement and legal provisions expense | $ 42,290 | $ 313,470 | ||
Director, Officers And Former Officer [Member] | ||||
Statement [Line Items] | ||||
Stock options granted during the year | 3,400,000 | 700,000 | 1,200,000 | |
Former Officers And Directors [Member] | ||||
Statement [Line Items] | ||||
Stock options granted during the year | 33,334 | |||
Common shares issued vested | 291,667 | |||
Key Management and Director [Member] | ||||
Statement [Line Items] | ||||
Due to related party | $ 964,261 | $ 144,867 |
Income Tax (Details)
Income Tax (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Net loss before taxes | $ (9,372,772) | $ (11,992,508) | $ (36,350,790) |
Statutory rate | 27% | 27% | 27% |
Expected tax recovery | $ (2,530,648) | $ (3,237,977) | $ (9,814,710) |
Foreign tax rate differences | 5,261 | (139,857) | 219,740 |
Permanent differences and other | 300,720 | 340,070 | 115,020 |
Write-off and impairments | 302,806 | 3,017,450 | |
Abandoned assets | 52,490 | ||
Change in deferred tax assets not recognized | $ 2,224,667 | 2,901,624 | $ 6,410,010 |
Income tax expense | $ 166,666 |
Income Tax (Details 1)
Income Tax (Details 1) | Jan. 31, 2022 CAD ($) |
Current tax expense | $ 166,666 |
Income tax expense | $ 166,666 |
Income Tax (Details 2)
Income Tax (Details 2) | Jan. 31, 2023 CAD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2022 CAD ($) |
Statement [Line Items] | |||
Intangible assets | $ 14,599,580 | $ 15,339,660 | |
Property and equipment | 33,570 | 8,120 | |
Contingent liability | 1,856,930 | ||
Financing costs | 3,078,420 | 5,138,660 | |
Capital loss | 11,766,200 | 5,184,180 | |
Total unrecognized deductible temporary differences | 90,907,480 | 76,446,290 | |
Australia [Member] | |||
Statement [Line Items] | |||
Tax loss carryforwards | 19,250 | 12,080 | |
Hong Kong [Member] | |||
Statement [Line Items] | |||
Tax loss carryforwards | 79,370 | 73,160 | |
Canada [Member] | |||
Statement [Line Items] | |||
Tax loss carryforwards | 58,788,940 | 50,216,400 | |
United State [Member] | |||
Statement [Line Items] | |||
Tax loss carryforwards | $ 685,220 | $ 685,220 | $ 474,030 |
Income Tax (Details 3)
Income Tax (Details 3) | 12 Months Ended |
Jan. 31, 2023 CAD ($) | |
Statement [Line Items] | |
Non-capital loss carryforwards | $ 58,788,940 |
2031 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 118,713 |
2032 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 657,883 |
2034 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 687,128 |
2035 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 1,499,363 |
2036 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 4,769,156 |
2037 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 1,267,151 |
2038 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 1,169,742 |
2039 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 4,937,403 |
2040 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 11,051,002 |
2041 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 9,067,088 |
2042 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | 13,177,463 |
2043 [Member] | |
Statement [Line Items] | |
Non-capital loss carryforwards | $ 10,386,848 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended | |||
Jan. 31, 2023 CAD ($) | Jan. 31, 2022 CAD ($) | Jan. 31, 2021 | Jan. 31, 2023 USD ($) | |
Statement [Line Items] | ||||
Statutory rate | 27% | 27% | 27% | |
United State [Member] | ||||
Statement [Line Items] | ||||
Tax loss carryforwards | $ 685,220 | $ 474,030 | $ 685,220 |
Joint Venture (Details Narrativ
Joint Venture (Details Narrative) | 1 Months Ended |
Dec. 17, 2018 | |
Pivot-Cartagena JV [Member] | |
Statement [Line Items] | |
Percentage of issued and outstanding common shares | 50% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - CAD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Statement [Line Items] | |||
Financial gurantee liabilities, Beginning balance | $ 1,083,295 | $ 182,200 | |
Recognition of financial guarantee liability | $ 182,200 | ||
Change in carrying value | 901,095 | ||
Accretion | 23,917 | ||
Financial gurantee liabilities, Ending balance | 1,107,212 | 1,083,295 | 182,200 |
Current Financial Guarantee Liability Member | |||
Statement [Line Items] | |||
Financial guarantee liability, Beginning balance | 864,515 | 182,200 | |
Financial guarantee liability, Ending balance | 667,042 | 218,780 | |
Long Term Financial Guarantee Liability Member | |||
Statement [Line Items] | |||
Financial guarantee liability, Beginning balance | 64,500 | ||
Financial guarantee liability, Ending balance | $ 440,170 | $ 864,515 | $ 182,200 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - CAD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2021 | Mar. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Nov. 30, 2019 | Jan. 31, 2023 | Jan. 31, 2021 | |
Statement [Line Items] | |||||||||
Breach of contract amount | $ 30,000 | ||||||||
Contract amount | 5,590,000 | ||||||||
Amount paid by company | 3,060,000 | ||||||||
Amount paid in future | 2,530,000 | ||||||||
Financial guarantee liability | $ 1,107,212 | $ 1,083,295 | |||||||
Discount rate of company guarantee | 25% | ||||||||
GSB [Member] | |||||||||
Statement [Line Items] | |||||||||
Non-brokered private placements | $ 15,000,000 | ||||||||
Settlement of legal claims | $ 120,000 | 120,000 | |||||||
Claim amount for finders fee | $ 600,000 | ||||||||
Bio V Pharma Inc [Member] | |||||||||
Statement [Line Items] | |||||||||
Claim amount for premises sub-leased | $ 395,000 | ||||||||
MedMelior [Member] | |||||||||
Statement [Line Items] | |||||||||
Settlement of legal claims | $ 2,000,000 | $ 10,000,000 | |||||||
Olymbec Development Inc. [Member] | |||||||||
Statement [Line Items] | |||||||||
Monthly lease payment | $ 49,410 | ||||||||
Administrative fees | 36,500 | ||||||||
Outstanding lease | $ 124,223 | ||||||||
Chief Executive Officers [Member] | |||||||||
Statement [Line Items] | |||||||||
Issuance of stock options | 600,000 | ||||||||
Claim amount termination of employment | $ 1,000,000 | ||||||||
Settlement Agreement [Member] | |||||||||
Statement [Line Items] | |||||||||
Lump sum payment | $ 300,000 | ||||||||
Payment description | the Company as follows: $150,000 on or before April 1, 2022 and $150,000 on or before May 31, 2022 (the “Transaction”), which was homologated by the Superior Court (Commercial Division) of Quebec on March 28, 2022 | ||||||||
Settlement income | $ 300,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Statement [Line Items] | ||
Cash | $ 8,307 | $ 173,513 |
Warrant liabilities | 0 | 353 |
Level 3 of fair value hierarchy [member] | ||
Statement [Line Items] | ||
Financial guarantee liability | 1,083,295 | |
Warrant liabilities | 20,700 | 353 |
Level 1 of fair value hierarchy [member] | ||
Statement [Line Items] | ||
Cash | $ 8,307 | $ 173,513 |
Management of Financial Risk (D
Management of Financial Risk (Details) - CAD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Statement [Line Items] | ||
Accounts payable and accrued liabilities | $ 5,436,024 | $ 3,341,261 |
Due to related party | 470,000 | 466,363 |
Loans payable | 80,000 | $ 40,000 |
Over 12 Months [Member] | ||
Statement [Line Items] | ||
Accounts payable and accrued liabilities | 5,436,024 | |
Due to related party | 964,261 | |
Financial guarantee liability | 667,042 | |
Loans payable | 80,000 | |
0 - 12 Months [Member] | ||
Statement [Line Items] | ||
Financial guarantee liability | 440,170 | |
Warrant liabilities | $ 20,700 |
Management of Financial Risk _2
Management of Financial Risk (Details Narrative) | 12 Months Ended |
Jan. 31, 2023 CAD ($) | |
Management of Financial Risk | |
Total Cash | $ 8,307 |
Description of currency risk | A 5% change in exchange rates will increase or decrease the Company’s loss by approximately $170,000 |
Events After the Reporting Da_2
Events After the Reporting Date (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
May 31, 2023 $ / shares shares | Apr. 30, 2023 CAD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2023 shares | Dec. 31, 2022 shares | May 28, 2021 shares | May 14, 2021 shares | Apr. 03, 2021 shares | Mar. 31, 2021 shares | Jan. 18, 2021 shares | |
Statement [Line Items] | ||||||||||
Stock options forfeited | 1,220,000 | |||||||||
Share purchase warrants expired unexercised | 200,000 | |||||||||
Common shares issued | 3,160,000 | 6,372,298 | 1,779,833 | 316,000 | ||||||
Non Brokered Private Placement Member | ||||||||||
Statement [Line Items] | ||||||||||
Common shares issued | 3,571,429 | 15,812,500 | 1,142,857 | |||||||
Gross Proceed | $ | $ 357,143 | |||||||||
Price per share | $ / shares | $ 0.07 | |||||||||
Description of non brokered private placement | one common share at an exercise price of US$0.11 for a period of 60 months. | |||||||||
Brokered Private Placement Member | ||||||||||
Statement [Line Items] | ||||||||||
Common shares issued | 15,000,000 | |||||||||
Gross Proceed | $ | $ 1,500,000 | |||||||||
Price per share | $ / shares | $ 0.10 | |||||||||
Description of brokered private placement | one common share at an exercise price of $0.15 for a period of 60 months | |||||||||
Broker fee | $ | $ 84,000 | |||||||||
Broker warrant, Issued | 840,000 | |||||||||
Broker warrant, price per share | $ / shares | $ 0.10 | |||||||||
Officer Compensation [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Compensation outstanding | $ | $ 470,000 | |||||||||
MedMelior [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Common shares issued | 442,667 | |||||||||
Exercise Price | $ / shares | $ 1.25 | |||||||||
Gross proceeds | 332,000 | |||||||||
Officers and Directors [Member] | ||||||||||
Statement [Line Items] | ||||||||||
Maturity dates | May 01, 2026 | |||||||||
Stock options granted | 5,595,000 | |||||||||
Exercise Price | $ / shares | $ 0.075 |