Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
May 31, 2019 | Oct. 04, 2019 | |
Document Information Line Items | ||
Entity Registrant Name | PETROTEQ ENERGY INC. | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 195,845,303 | |
Amendment Flag | true | |
Amendment Description | Petroteq Energy Inc. (“Petroteq”
or the “Company”) is filing this Amendment No. 1 to Form 10-Q (this “Amendment”) to amend the Company’s quarterly report on Form 10-Q for the period ended May 31, 2019 (the “Original Filing”), originally filed by the Company with the Securities and Exchange Commission (“SEC”) on October 7, 2019. This Amendment restates the Company’s previously issued unaudited condensed consolidated financial statements and related note disclosures as of and for the three and nine months ended May 31, 2019 and 2018. | |
Entity Central Index Key | 0001561180 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | May 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | A6 | |
Entity File Number | 000-55991 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Current assets | ||
Cash | $ 104,171 | $ 2,640,001 |
Trade and other receivables | 149,013 | 404,013 |
Current portion of advanced royalty payments | 417,383 | 331,200 |
Ore inventory | 270,000 | 122,242 |
Other inventory | 71,390 | 71,390 |
Receivable from director | 272,820 | 297,256 |
Prepaid expenses and other current assets | 538,559 | 331,688 |
Total current assets | 1,823,336 | 4,197,790 |
Non-Current Assets | ||
Advanced royalty payments | 482,917 | 467,886 |
Notes receivable | 1,754,001 | 381,550 |
Mineral lease | 21,911,143 | 11,111,143 |
Investments | 68,331 | 68,331 |
Investment in Accord GR Energy | 831,137 | 981,137 |
Property, plant and equipment | 28,985,632 | 21,188,895 |
Intangible assets | 707,671 | 707,671 |
Total Non-Current Assets | 54,740,832 | 34,906,613 |
Total Asset | 56,564,168 | 39,104,403 |
Current liabilities | ||
Accounts payable | 2,057,700 | 1,102,327 |
Accrued expenses | 748,474 | 1,900,081 |
Unearned revenue | 283,976 | 283,976 |
Current portion of debt | 1,060,124 | 1,027,569 |
Current portion of convertible debentures | 5,257,560 | 258,404 |
Total current liabilities | 9,407,834 | 4,572,357 |
Non-Current Liabilities | ||
Unearned advance royalties received | 170,000 | 170,000 |
Debt | 252,409 | 598,982 |
Convertible debentures | 250,000 | |
Reclamation and Restoration provision | 592,419 | 583,664 |
Total Non-Current Liabilities | 1,014,828 | 1,602,646 |
Total Liabilities | 10,422,662 | 6,175,003 |
SHAREHOLDERS’ EQUITY | ||
Share capital | 121,692,057 | 95,426,796 |
Accumulated deficit | (75,550,551) | (62,497,396) |
Total Shareholders’ Equity | 46,141,506 | 32,929,400 |
Total Liabilities and Shareholders’ Equity | $ 56,564,168 | $ 39,104,403 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenues from hydrocarbon sales | $ 38,088 | $ 59,335 | ||
Advanced royalty payments and production expenses | 756,682 | 46,712 | 928,427 | 234,120 |
Gross loss | (718,594) | (46,712) | (869,092) | (234,120) |
Operating expenses: | ||||
Depreciation, depletion and amortization | 21,799 | 296,758 | 54,316 | 890,273 |
Selling, general and administrative expenses | 2,771,785 | 3,020,992 | 9,342,642 | 7,376,714 |
Financing costs, net | 893,637 | 81,656 | 2,533,979 | 323,254 |
Other expenses (income), net | 44,364 | (267,279) | 103,126 | (267,279) |
Total expenses, net | 3,731,585 | 3,132,127 | 12,034,063 | 8,322,962 |
Net loss before income taxes and equity loss | (4,450,179) | (3,178,839) | (12,903,155) | (8,557,082) |
Income tax expense | ||||
Equity loss from investment in Accord GR Energy, net of tax | (50,000) | (150,000) | ||
Net loss and comprehensive loss | $ (4,500,179) | $ (3,178,839) | $ (13,053,155) | $ (8,557,082) |
Net Loss Per Share - Basic and Diluted (in Dollars per share) | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.15) |
Weighted Average Number of Shares Outstanding - Basic and Diluted (in Shares) | 121,268,807 | 60,729,106 | 102,102,904 | 57,359,309 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Number of Shares Outstanding | Deficit | Total |
Balance at Aug. 31, 2017 | $ 68,874,513 | $ (46,856,367) | $ 22,018,146 |
Balance (in Shares) at Aug. 31, 2017 | 54,220,699 | ||
Share based compensation | $ 2,505,647 | 2,505,647 | |
Share subscriptions | $ 388,380 | 388,380 | |
Share subscriptions (in Shares) | 1,189,076 | ||
Net loss | (3,645,712) | (3,645,712) | |
Balance at Nov. 30, 2017 | $ 71,768,540 | (50,502,079) | 21,266,461 |
Balance (in Shares) at Nov. 30, 2017 | 55,409,775 | ||
Share subscriptions | $ 761,176 | 761,176 | |
Share subscriptions (in Shares) | 1,124,571 | ||
Settlement of loans | $ 450,000 | 450,000 | |
Settlement of loans (in Shares) | 1,551,723 | ||
Net loss | (1,732,531) | (1,732,531) | |
Balance at Feb. 28, 2018 | $ 72,979,716 | (52,234,610) | 20,745,106 |
Balance (in Shares) at Feb. 28, 2018 | 58,086,069 | ||
Share based payments | $ 17,834 | 17,834 | |
Share based payments (in Shares) | 25,000 | ||
Share subscriptions | $ 667,299 | 667,299 | |
Warrants exercised | $ 315,015 | 315,015 | |
Warrants exercised (in Shares) | 1,000,000 | ||
Settlement of loans | $ 4,003,505 | 4,003,505 | |
Settlement of loans (in Shares) | 6,694,966 | ||
Settlement of liabilities | $ 1,445,881 | 1,445,881 | |
Settlement of liabilities (in Shares) | 1,457,893 | ||
Net loss | (3,178,839) | (3,178,839) | |
Balance at May. 31, 2018 | $ 79,429,250 | (55,413,449) | 24,015,801 |
Balance (in Shares) at May. 31, 2018 | 67,263,928 | ||
Balance at Aug. 31, 2018 | $ 95,426,796 | (62,497,396) | 32,929,400 |
Balance (in Shares) at Aug. 31, 2018 | 85,163,631 | ||
Share based payments | $ 1,327,915 | 1,327,915 | |
Share based payments (in Shares) | 1,300,000 | ||
Share based compensation | $ 305,413 | 305,413 | |
Share subscriptions | $ 1,308,099 | 1,308,099 | |
Share subscriptions (in Shares) | 2,388,244 | ||
Settlement of loans | $ 334,487 | 334,487 | |
Settlement of loans (in Shares) | 316,223 | ||
Settlement of liabilities | $ 654,167 | 654,167 | |
Settlement of liabilities (in Shares) | 681,151 | ||
Valuation of share purchase warrants issued to settle liabilities | $ 383,496 | 383,496 | |
Valuation of share purchase warrants issued and beneficial conversion feature of convertible debt | 514,327 | 514,327 | |
Net loss | (5,005,459) | (5,005,459) | |
Balance at Nov. 30, 2018 | $ 100,254,700 | (67,502,855) | 32,751,845 |
Balance (in Shares) at Nov. 30, 2018 | 89,849,249 | ||
Share based payments | $ 10,263 | 10,263 | |
Share based payments (in Shares) | 25,000 | ||
Share based compensation | $ 305,413 | 305,413 | |
Share subscriptions | $ 6,783,354 | 6,783,354 | |
Share subscriptions (in Shares) | 14,476,335 | ||
Settlement of loans | $ 90,117 | 90,117 | |
Settlement of loans (in Shares) | 145,788 | ||
Settlement of liabilities | $ 789,501 | 789,501 | |
Settlement of liabilities (in Shares) | 1,688,477 | ||
Valuation of share purchase warrants issued and beneficial conversion feature of convertible debt | $ 664,246 | 664,246 | |
Net loss | (3,547,517) | (3,547,517) | |
Balance at Feb. 28, 2019 | $ 108,897,594 | (71,050,372) | 37,847,222 |
Balance (in Shares) at Feb. 28, 2019 | 106,184,849 | ||
Share based payments | $ 16,682 | 16,682 | |
Share based payments (in Shares) | 50,000 | ||
Share based compensation | $ 305,413 | 305,413 | |
Share subscriptions | $ 2,449,000 | 2,449,000 | |
Share subscriptions (in Shares) | 7,709,842 | ||
Settlement of liabilities | $ 10,023,368 | 10,023,368 | |
Settlement of liabilities (in Shares) | 17,846,406 | ||
Net loss | (4,500,179) | (4,500,179) | |
Balance at May. 31, 2019 | $ 121,692,057 | $ 75,550,551 | $ 46,141,506 |
Balance (in Shares) at May. 31, 2019 | 131,791,097 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Cash flow used for operating activities: | ||
Net loss | $ (13,053,155) | $ (8,557,082) |
Adjustments for non-cash, investing and financing items | ||
Depreciation and amortization | 54,316 | 890,273 |
Amortization of debt discount | 2,244,362 | |
Loss on conversion of debt | 99,548 | |
Loss (gain) on settlement of liabilities | 98,474 | (216,297) |
Share-based compensation | 1,377,615 | 2,523,481 |
Equity share of losses in Accord GR Energy | 150,000 | 121,130 |
Other | 98,411 | 195,407 |
Changes in operating assets and liabilities: | ||
Accounts payable | 3,323,935 | 1,315,286 |
Accounts receivable | 255,000 | 80,028 |
Inventory | (147,758) | |
Accrued expenses | (446,966) | 216,798 |
Prepaid expenses and deposits | (206,869) | (568,797) |
Net cash used for operating activities | (6,153,087) | (3,999,773) |
Cash flows used for investing activities: | ||
Purchase and construction of property and equipment | (7,851,053) | (3,024,517) |
Deposit paid on mineral rights acquired | (1,800,000) | |
Investment in notes receivable | (2,569,000) | |
Proceeds on notes receivable repaid | 333,877 | |
Investment in First Bitcoin | (100,000) | |
Advance royalty payments | (300,000) | (468,796) |
Net cash used for investing activities | (12,186,176) | (3,593,313) |
Cash flows from financing activities: | ||
Repayment to executive officers | 24,436 | 9,196 |
Proceeds from private equity placements | 10,540,453 | 1,878,189 |
Proceeds from warrants exercised | 315,015 | |
Repayment of debt | (497,206) | (947,720) |
Proceeds from debt | 517,000 | 1,178,056 |
Proceeds from convertible debt | 5,618,750 | 5,200,171 |
Repayment of convertible debt | (400,000) | |
Net cash from financing activities | 15,803,433 | 7,632,907 |
(Decrease) increase in cash | (2,535,830) | 39,821 |
Cash, beginning of the period | 2,640,001 | 55,420 |
Cash, end of the period | 104,171 | 95,241 |
Cash composed of: | ||
Cash | 104,171 | 95,241 |
Bank overdraft | ||
Total cash | 104,171 | 95,241 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 60,062 | $ 21,066 |
General Information
General Information | 9 Months Ended |
May 31, 2019 | |
Document Information [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION Petroteq Energy Inc. (the “Company”) is an Ontario corporation which conducts oil sands mining and oil extraction operations in the USA. It operates through its indirectly wholly owned subsidiary company, Petroteq Oil Recovery, LLC (“POSR”), which is engaged in mining and oil extraction from tar sands, and its 44.7% owned and equity accounted company Accord GR Energy, Inc. (“Accord”), which is engaged in using a specialized technology to extract oil from oil wells which have been depleted using conventional extraction methods. The Company’s registered office is located at Suite 6000, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X IE2, Canada and its principal operating office is located at 15165 Ventura Blvd, Suite 200, Sherman Oaks, California 91403, USA. POSR is engaged in a tar sands mining and oil processing operation, using a closed-loop solvent based extraction system that recovers bitumen from surface mining, and has completed the construction of an oil processing plant in the Asphalt Ridge area of Utah. On July 4, 2016, the Company acquired 57.3% of the issued and outstanding common shares of Accord which, due to additional share subscriptions in Accord by other shareholders since August 31, 2016, was reduced to 44.7% as of August 31, 2017. The investment in Accord has therefore been recorded using the equity method for the three and nine months ended May 31, 2019 and 2018, and for the years ended August 31, 2018 and 2017. On April 6, 2017, the shareholders of the Company approved the consolidation of its shares on a 30 for 1 basis, which was effected on May 5, 2017. The number of shares issued and outstanding have been retroactively adjusted for this in these financial statements. In November 2017, the Company formed a wholly owned subsidiary, Petrobloq, LLC, to design and develop a blockchain-powered supply chain management platform for the oil and gas industry. On June 1, 2018, the Company finalized the acquisition of a 100% interest in two leases for 1,312 acres of land within the Asphalt Ridge, Utah area. The lease contains unproven bitumen deposits which increases our total bitumen deposits available for mining. On January 18, 2019, the Company paid a cash deposit of $1,800,000 for the acquisition of 50% of the operating rights under U.S. federal oil and gas leases, administered by the U.S. Department of Interior’s Bureau of Land Management (“BLM”) covering approximately 5,960 gross acres (2,980 net acres) within the State of Utah. The total consideration of $10,800,000 was settled by the $1,800,000 cash deposit and by the issuance of 15,000,000 shares at a deemed issue price of $0.60 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation The (a) unaudited condensed consolidated balance sheets as of May 31, 2019, which have been derived from the unaudited condensed consolidated financial statements, and as of August 31, 2018, which have been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended May 31, 2019 are not necessarily indicative of results that may be expected for the year ending August 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting policies (“US GAAP”). In the opinion of management, all adjustments necessary to fairly present the results for the interim periods presented have been made. All adjustments made are of a normal and recurring nature and no non-recurring adjustments have been made in the presentation of these unaudited condensed consolidated financial statements. All amounts referred to in the notes to the consolidated financial statements are in US Dollars ($) unless stated otherwise. (b) Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries in which it has at least a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity % of Jurisdiction Petroteq Energy Inc. Parent Canada Petroteq Energy CA, Inc. 100% USA Petroteq Oil Recovery, LLC (formerly known as MCW Oil Sands Recovery, LLC) 100% USA TMC Capital, LLC 100% USA Petrobloq LLC 100% USA The Company has an investment in Accord Energy GR, Inc. (“Accord”). Accord is regarded as an Associate. An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in the unaudited condensed consolidated financial statements using the equity method of accounting. Under the equity method, investment in associate is carried in the unaudited condensed consolidated statement of financial position at cost as adjusted for changes in the Company’s share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Company’s interest in that associate are not recognized. Additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payment on behalf of the associate. The Company has accounted for its investment in Accord on the equity basis since March 1, 2017. The Company had previously owned a controlling interest in Accord and the results were consolidated in the Company’s financial statements. However, subsequent cash contributions into Accord reduced the Company’s ownership to 44.7% as of March 1, 2017 and the results of Accord were deconsolidated from that date. (c) Estimates The preparation of these unaudited condensed consolidated financial statements in accordance with US GAAP requires the Company to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates its estimates, including those related to recovery of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to the Company’s reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates include the following; ● the carrying and fair value of oil and gas properties and product and equipment inventories; ● the fair value of reporting units and the related assessment of goodwill for impairment, if applicable; ● the fair value of intangibles other than goodwill; ● income taxes ● legal and environmental risks and exposures; and ● general credit risks associated with receivables, if any. (d) Foreign Currency Translation Adjustments The Company’s reporting currency and the functional currency of all its operations is the U.S. dollar. Assets and liabilities of the Canadian parent company are translated to U.S. dollars using the applicable exchange rate as of the end of a reporting period. Income, expenses and cash flows are translated using an average exchange rate during the reporting period. Since the reporting currency as well as the functional currency of all entities is the U.S. Dollar there is no translation difference recorded. (e) Revenue Recognition Impact of ASC 606 Adoption In January 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers (ASC 606). Since the Company does not have any existing contracts, ASC 606 will be applied to all future contracts with customers. ASC 606 supersedes previous revenue recognition requirements in ASC 605 and includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration in exchange for those goods or services. The five steps are as follows: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. Revenue from hydrocarbon sales Revenue from hydrocarbon sales include the sale of hydrocarbon products and are recognized when production is sold to a purchaser at a fixed or determinable price, delivery to the customer has occurred, control has transferred and collectability of the revenue is probable. The Company’s performance obligations are satisfied at a point in time. This occurs when control is transferred to the purchaser upon delivery of contract specified production volumes at a specified point. The transaction price used to recognize revenue is a function of the contract billing terms. Revenue is invoiced, if required, upon delivery based on volumes at contractually based rates with payment typically received within 30 days after invoice date. Taxes assessed by governmental authorities on hydrocarbon sales, if any, are not included in such revenues, but are presented separately in the accompanying unaudited condensed consolidated comprehensive statements of loss. Transaction Price Allocated to Remaining Performance Obligations The Company does not anticipate entering into long-term supply contracts, rather it expects all contracts to be short-term in nature with a contract term of one year or less. The Company intends applying the practical expedient in ASC 606 exempting the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For contracts with terms greater than one year, the Company will apply the practical expedient in ASC 606 exempting the disclosure of the transaction price allocated to remaining performance obligations if there is any variable consideration to be allocated entirely to a wholly unsatisfied performance obligation. The Company anticipates that the contracts it will enter into, each unit of product will typically represent a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Contract Balances The Company does not anticipate that it will receive cash relating to future performance obligations. However if such cash is received, the revenue will be deferred and recognized when all revenue recognition criteria are met. Disaggregation of Revenue The Company has limited revenues to date. Disaggregation of revenue disclosures can be found in note 21. Customers Due to the nature of the industry and the product the Company sells, the Company anticipates that it will have few customers which will make up the bulk of its revenues. (f) General and administrative expenses General and administrative expenses is presented net of any working interest owners, if any, of the oil and gas properties owned or leased by the Company. (g) Share-based payments The Company may grant share purchase options to directors, officers, employees and others providing similar services. The fair value of these share purchase options is measured at grant date using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. Share-based compensation expense is recognized on a straight-line basis over the period during which the options vest, with a corresponding increase in equity. The Company may also grant equity instruments to consultants and other parties in exchange for goods and services. Such instruments are measured at the fair value of the goods and services received on the date they are received and are recorded as share-based compensation expense with a corresponding increase in equity. If the fair value of the goods and services received are not reliably determinable, their fair value is measured by reference to the fair value of the equity instruments granted. (h) Income taxes The Company utilizes ASC 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company elects to recognize any interest and penalties, if any, related to unrecognized tax benefits in tax expense. (i) Net income (loss) per share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for share purchase options and share purchase warrants. Under this method, “in-the money” share purchase options and share purchase warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common shares at the average market price during the period. (j) Cash and cash equivalents The Company considers all highly liquid investments with original contractual maturities of three months or less to be cash equivalents. (k) Accounts receivable The Company had minimal sales during the period of which all proceeds were collected therefore there are no accounts receivable balances. (l) Oil and Gas Property and Equipment The Company follows the successful efforts method of accounting for its oil and gas properties. Exploration costs, such as exploratory geological and geophysical costs, and costs associated with delay rentals and exploration overhead are charged against earnings as incurred. Costs of successful exploratory efforts along with acquisition costs and the costs of development of surface mining sites are capitalized. Site development costs and are initially capitalized, or suspended, pending the determination of proved reserves. If proved reserves are found, site development costs remain capitalized as proved properties. Costs of unsuccessful site developments are charged to exploration expense. For site development costs that find reserves that cannot be classified as proved when development is completed, costs continue to be capitalized as suspended exploratory site development costs if there have been sufficient reserves found to justify completion as a producing site and sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If management determines that future appraisal development activities are unlikely to occur, associated suspended exploratory development costs are expensed. In some instances, this determination may take longer than one year. The Company reviews the status of all suspended exploratory site development costs quarterly. Capitalized costs of proved oil and gas properties are depleted by an equivalent unit-of-production method. Proved leasehold acquisition costs, less accumulated amortization, are depleted over total proved reserves, which includes proved undeveloped reserves. Capitalized costs of related equipment and facilities, including estimated asset retirement costs, net of estimated salvage values and less accumulated amortization are depreciated over proved developed reserves associated with those capitalized costs. Depletion is calculated by applying the DD&A rate (amortizable base divided by beginning of period proved reserves) to current period production. Costs associated with unproved properties are excluded from the depletion calculation until it is determined whether or not proven reserves can be assigned to such properties. The Company assesses its unproven properties for impairment annually, or more frequently if events or changes in circumstances dictate that the carrying value of those assets may not be recoverable. Proven properties will be assessed for impairment annually, or more frequently if events or changes in circumstances dictate that the carrying value of those assets may not be recoverable. Individual assets are grouped for impairment purposes based on a common operating location. If there is an indication the carrying amount of an asset may not be recovered, the asset is assessed for potential impairment by management through an established process. If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset, the carrying value is written down to estimated fair value. Because there is usually a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates believed to be consistent with those used by principal market participants or by comparable transactions. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. Gains or losses are recorded for sales or dispositions of oil and gas properties which constitute an entire common operating field or which result in a significant alteration of the common operating field’s DD&A rate. These gains and losses are classified as asset dispositions in the accompanying consolidated statements of earnings. Partial common operating field sales or dispositions deemed not to significantly alter the DD&A rates are generally accounted for as adjustments to capitalized costs with no gain or loss recognized. The company capitalizes interest costs incurred and attributable to material unproved oil and gas properties and major development projects of oil and gas properties. (m) Other Property and Equipment Depreciation and amortization of other property and equipment, including corporate and leasehold improvements, are provided using the straight-line method based on estimated useful lives ranging from three to ten years. Interest costs incurred and attributable to major corporate construction projects are also capitalized. (n) Asset Retirement Obligations The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets, such as producing sites when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The initial measurement of an asset retirement obligation is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the consolidated balance sheet. When the assumptions used to estimate a recorded asset retirement obligation change, a revision is recorded to both the asset retirement obligation and the asset retirement cost. The Company’s asset retirement obligations also include estimated environmental remediation costs which arise from normal operations and are associated with the retirement of such long-lived assets. The asset retirement cost is depreciated using a systematic and rational method similar to that used for the associated property and equipment. (o) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Expenditures related to such environmental matters are expensed or capitalized in accordance with the Company’s accounting policy for property and equipment. (p) Fair value measurements Certain of the Company’s assets and liabilities are measured at fair value at each reporting date. Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants. This price is commonly referred to as the “exit price.” Fair value measurements are classified according to a hierarchy that prioritizes the inputs underlying the valuation techniques. This hierarchy consists of three broad levels: ● Level 1 – Inputs consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. ● Level 2 – Inputs consist of quoted prices that are generally observable for the asset or liability. Common examples of Level 2 inputs include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in markets not considered to be active. ● Level 3 – Inputs are not observable from objective sources and have the lowest priority. The most common Level 3 fair value measurement is an internally developed cash flow model. (q) Comparative amounts The comparative amounts presented in these consolidated financial statements have been reclassified where necessary to conform to the presentation used in the current year. (r) Recent accounting standards Issued Accounting Standards Not Yet Adopted The Company will evaluate the applicability of the following issued accounting standards and intends to adopt those which are applicable to its activities. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) Clarifying the Interaction between Topic 808 and Topic 606. A collaborative arrangement, as defined by the guidance in Topic 808, is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. Topic 808 does not provide comprehensive recognition or measurement guidance for collaborative arrangements, and the accounting for those arrangements is often based on an analogy to other accounting literature or an accounting policy election. The amendments in this Update provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements as follows: 1. Clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. 2. Add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606 3. Require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. An entity may not adopt the amendments earlier than its adoption date of Topic 606. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. An entity should recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings of the later of the earliest annual period presented and the annual period that includes the date of the entity’s initial application of Topic 606. An entity may elect to apply the amendments in this Update retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of Topic 606. An entity should disclose its election. The impact of this ASU on the consolidated financial statements is not expected to be material. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Going Concern
Going Concern | 9 Months Ended |
May 31, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The Company has incurred losses for several years and, at May 31, 2019, has an accumulated deficit of $75,550,551 (August 31, 2018 - $62,497,396) and working capital (deficiency) of $7,584,498 (August 31, 2018 - $374,567). These unaudited condensed consolidated financial statements have been prepared on the basis that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on obtaining additional financing, which it is currently in the process of obtaining. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These unaudited condensed consolidated financial statements do not reflect the adjustments or reclassifications that would be necessary if the Company were unable to continue operations in the normal course of business. |
Trade and Other Receivables
Trade and Other Receivables | 9 Months Ended |
May 31, 2019 | |
Receivables [Abstract] | |
TRADE AND OTHER RECEIVABLES | 4. TRADE AND OTHER RECEIVABLES The Company’s trade and other receivables consist of: May 31, 2019 August 31, 2018 Trade receivables 20,000 - Goods and services tax receivable $ 59,013 $ 59,013 Other receivables 70,000 345,000 $ 149,013 $ 404,013 Information about the Company’s exposure to credit risks for trade and other receivables is included in Note 24. |
Notes Receivable
Notes Receivable | 9 Months Ended |
May 31, 2019 | |
Disclosureof Note Receivable [Abstract] | |
NOTES RECEIVABLE | 5. NOTES RECEIVABLE The Company’s notes receivables consist of: Principal due Principal due Maturity Date Interest Rate May 31, August 31, Private debtor March 15, 2020 5 % 76,000 76,000 Private debtor August 20, 2021 5 % 439,000 300,000 Private debtor August 20, 2021 5 % 1,195,223 - Interest accrued 43,778 5,550 $ 1,754,001 $ 381,150 |
Ore Inventory
Ore Inventory | 9 Months Ended |
May 31, 2019 | |
Inventory Disclosure [Abstract] | |
ORE INVENTORY | 6. ORE INVENTORY On June 1, 2015, the Company acquired a 100% interest in TMC Capital LLC, which holds the rights to mine ore from the Asphalt Ridge deposit. The mining and crushing of the bituminous sands has been contracted to an independent third party. During the nine months ended May 31, 2019, the cost of mining, hauling and crushing the ore, amounting to $270,000 (August 31, 2018: $122,242), was recorded as the cost of the crushed ore inventory. |
Advanced Royalty Payments
Advanced Royalty Payments | 9 Months Ended |
May 31, 2019 | |
Disclosure Of Advanced Royalty Payment [Abstract] | |
ADVANCED ROYALTY PAYMENTS | 7. ADVANCED ROYALTY PAYMENTS (a) Advance royalty payments to Asphalt Ridge, Inc. During the year ended August 31, 2015, the Company acquired TMC Capital, LLC, which has a mining and mineral lease with Asphalt Ridge, Inc. (the TMC Mineral Lease”) (Note 8(a)). The mining and mineral lease with Asphalt Ridge, Inc. required the Company to make minimum advance royalty payments which can be used to offset future production royalties for a maximum of two years following the year the advance royalty payment was made. On October 1, 2015, the Company and Asphalt Ridge, Inc. amended the advance royalty payments in the TMC Mineral Lease. All previous advance royalty payments required under the original agreement were deemed to be paid in full. The amended advance royalty payments required were: $60,000 per quarter from October 1, 2015 to September 30, 2017, $100,000 per quarter from October 1, 2017 to June 30, 2020 and $150,000 per quarter thereafter. On March 12, 2016, a second amendment was made to the TMC Mineral Lease. The amended advanced royalty payments required are $60,000 per quarter from October 1, 2015 to February 28, 2018, $100,000 per quarter from March 1, 2018 to December 31, 2020 and $150,000 per quarter thereafter. Effective February 21, 2018, a third amendment was made to the TMC Mineral Lease. The amended advanced royalty payments required are $100,000 per quarter from July 1, 2018 to June 30, 2020 and $150,000 per quarter thereafter. On July 1, 2019, a fourth amendment was made to the TMC Mineral Lease, whereby the Company must construct or operate one or more facilities having the capacity to produce an average daily quantity (“ADQ”) of oil or other hydrocarbon products from oil sands mined or extracted from the lease that will achieve at least the following: ● By December 31, 2019, 80% of an ADQ of 1,000 barrels per day; ● By December 31, 2020, 80% of an ADQ of 2,000 barrels per day; ● By December 31, 2022, and for the remainder of the lease, 80% of an ADQ of 3,000 barrels per day. As at May 31, 2019, the Company has paid advance royalties of $2,190,336 (August 31, 2018 - $1,890,336) to the lease holder, of which a total of $1,290,036 have been used to pay royalties as they have come due under the terms of the TMC Mineral Lease. During the nine months ended May 31, 2019, $300,000 in advance royalties were paid and $198,786 has been used to pay royalties which had matured. The royalties expensed have been recognized in cost of goods sold on the condensed consolidated statement of loss and comprehensive loss. As at May 31, 2019, the Company expects to record minimum royalties paid of $417,383 from these advance royalties either against production royalties or for the royalties due within a one year period. (b) Unearned advance royalty payments from Blackrock Petroleum, Inc. During the year ended August 31, 2015, the Company entered into a sublease agreement with Blackrock Petroleum, Inc. (“Blackrock”), pursuant to which it received $170,000 of unearned advance royalties. The sublease was for a portion of the mining and mineral lease with Asphalt Ridge, Inc. (Note 8(a)). Blackrock is a company associated with Accord and the sublease was effectively terminated in the acquisition by the Company of control of Accord on July 4, 2016. |
Mineral Leases
Mineral Leases | 9 Months Ended |
May 31, 2019 | |
Mineral Leases [Abstract] | |
MINERAL LEASES | 8. MINERAL LEASES TMC Mineral Lease POSR Mineral Lease PQE Mineral Lease Total Cost August 31, 2017 $ 11,091,388 $ - $ - $ 11,091,388 Additions - 19,755 - 19,755 August 31, 2018 11,091,388 19,755 - 11,111,143 Additions - - 10,800,000 10,800,000 May 31, 2019 $ 11,091,388 $ 19,755 $ 10,800,000 $ 21,911,143 Accumulated Amortization August 31, 2017 $ - $ - $ - $ - Additions - - - - August 31, 2018 - - - - Additions - - - - May 31, 2019 $ - $ - $ - $ - Carrying Amount August 31, 2017 $ 11,091,388 $ - $ - $ 11,091,388 August 31, 2018 $ 11,091,388 $ 19,755 $ - $ 11,111,143 May 31, 2019 $ 11,091,388 $ 19,755 $ 10,800,000 $ 21,911,143 (a) TMC mineral lease On June 1, 2015, the Company acquired TMC Capital, LLC (“TMC”). TMC holds a mining and mineral lease, subleased from Asphalt Ridge, Inc., on the Asphalt Ridge property located in Uintah County, Utah (the “TMC Mineral Lease”). The primary term of the TMC Mineral Lease was from July 1, 2013 to July 1, 2018. During the primary term, the Company was required to meet certain requirements for oil production. After July 1, 2018, the TMC Mineral Lease would remain in effect as long as certain requirements for oil production continue to be met by the Company. If the Company failed to meet these requirements, the Lease would automatically terminate 90 days after the calendar year in which the requirements were not met. In addition, the Company was required to make certain advance royalty payments to the lessor (Note 7(a)). The TMC Mineral Lease was subject to a 10% royalty for the first three years and varying percentages thereafter based on the price of oil. An additional 1.6% royalty is payable to the previous lessees of the TMC Mineral Lease. The TMC Mineral Lease also required the Company to make minimum expenditures on the property of $1,000,000 for the first three years, increasing to $2,000,000 for the next three years. Amendments were made to certain key terms of the TMC Mineral Lease on October 1, 2015, March 1, 2016, February 1, 2018, and November 21, 2018, which are summarized below. Among the amendments, certain properties previously excluded were included in the lease agreement. In addition, the termination clause was amended to read as follows: (i) Termination will be automatic if TMC fails to obtain (a) by December 31, 2019, a written financial commitment to fund a second processing facility (or a facility expansion) that will increase the Company’s processing capacity by an additional 1,000 barrels per day (achieving an aggregate capacity of 2,000 barrels per day), and (b) by December 31, 2021, a written financial commitment to fund a third processing facility (or facility expansion) that will increase the Company’s processing capacity by an additional 1,000 barrels per day (achieving an aggregate capacity of 3,000 barrels per day). The Company expects that the cost of constructing each of the two additional processing facilities (or any expansion) will range between $10 million and $12 million, which the Company intends to fund from revenue derived from operations or from third party funding sources. (ii) Cessation of operations or inadequate production due to increased operating costs or decreased marketability and if production is not restored to 80% of capacity within three months of any such cessation will cause a termination. (iii) Cessation of operations for longer than 180 days during any lease year or 600 days in any three consecutive years will cause a termination. (iv) From and after July 1, 2023, a failure of PQE’s processing facility to produce a minimum of 80% of a rated capacity of 3,000 barrels per day during a period of at least 180 calendar days during any lease year, the Lease may be terminated by the lessor. (v) TMC may surrender the lease with 30 days written notice. (vi) In the event of a breach of the material terms of the lease, the lessor will inform TMC in writing and TMC will have 30 days to cure any monetary breach and 150 days to cure any non-monetary breach. Terms to advance royalties required were amended to read as follows: (i) From July 1, 2018 to June 30, 2020, minimum payments of $100,000 per quarter. (ii) From July 1, 2020, minimum payments of $150,000 per quarter. (iii) Minimum payments commencing on July 1, 2020 will be adjusted for CPI inflation. Production royalties payable are amended to 8% of the gross sales revenue, subject to certain adjustments up until June 30, 2020. After that date, royalties will be calculated on a sliding scale based on crude oil prices ranging from 8% to 16% of gross sales revenues, subject to certain adjustments. (b) Petroteq Oil Recovery, LLC mineral lease (the “SITLA Mineral Lease”) On June 1, 2018, the Company acquired mineral rights under two mineral leases entered into between the State of Utah’s School and Institutional Trust Land Administration (“SITLA”), as lessor, and Petroteq Oil Sands Recovery, LLC (“POSR”), as lessee, covering lands in Asphalt Ridge that largely adjoin the lands held under the TMC Mineral Lease (collectively, the “SITLA Mineral Leases”). The SITLA Leases have a primary term of ten (10) years, and will remain in effect thereafter for as long as (a) bituminous sands are produced in paying quantities, or (b) POSR is otherwise engaged in diligent operations, exploration or development activity and certain other conditions are satisfied. Generally, the term of the SITLA Leases may not be extended beyond the twentieth year of their effective dates except by production in paying quantities. An annual minimum royalty of $10 per acre must be paid during the first ten years of the SITLA Leases; from and after the 11th year of the leases, the annual minimum royalty may be adjusted by the lessor based on certain “readjustment” provisions in the SITLA Leases. Annual minimum royalties paid in any lease year may be credited against production royalties accruing in the same year. The SITLA Leases provide that POSR must pay: (i) an annual rent equal to the greater of $1 per acre or a fixed sum of $500 (without regard to acreage); and (ii) a production royalty of 8% of the market price received for products produced from the leases at the point of first sale, less reasonable actual costs of transportation to the point of first sale. After the tenth year of the leases, the lessor may increase the royalty rate by as much as one percent (1%) per year up to a maximum of 12.5%, subject to a proviso that production royalties under the leases shall never be less than $3.00/bbl during the term of the leases). As the sole lessee under the SITLA Leases, POSR owns 100% of the working interests under the leases, subject to payment of annual rentals, advance annual minimum royalties, and production royalties. (c) The BLM Leases In April 2019, TMC acquired an undivided 50% of the operating rights and interests relating to oil sands under certain U.S. federal oil and gas leases encompassing approximately 8,480 gross acres (4,240 net acres, less royalty) located in P.R. Springs and the Tar Sands Triangle regions in the State of Utah (the “BLM Leases”), consisting of the right to explore for and produce oil from oil sands formations and deposits from the surface down to a subsurface depth of 1,000 feet, for gross proceeds of $10,800,000 of which $1,800,000 was paid in cash and the remaining $9,000,000 was settled by the issue of 15,000,000 common shares at $0.40 per share. The operating rights assigned and transferred to TMC under certain of the BLM Leases also grant to TMC the right, subject to similar depth limitation, to explore for and produce oil and gas from conventional sources. Each of the BLM Leases includes lands that are located within a “Special Tar Sands Area” or “STSA”, a geographic area that has been designated by the (U.S.) Department of Interior as containing substantial deposits of oil sands. Under the BLM Leases, production royalties are governed by BLM regulations and are payable to the U.S. Department of Interior at the rate of 12.5% of the amount or value of the production removed and sold. The interests acquired by TMC under the BLM Leases are also subject to a 6.25% overriding royalty reserved by predecessors-in-title. The BLM Leases were originally issued by the U.S. Bureau of Land Management (“BLM”) under the Mineral Leasing Act of 1920 (the “MLA”). However, because the definition of “oil” in the MLA prior to 1981 did not include oil produced from oil sands, the BLM Leases (and all other federal onshore mineral leases issued prior to 1981) did not authorize the development and recovery of oil from oil sands, tar sands and bitumen-impregnated rocks and sediments. The Combined Hydrocarbon Leasing Act of 1981 (“CHL Act”) expanded the definition of “oil” to include oil produced from oil sands and bitumen deposits and authorized the issuance of new “combined hydrocarbon leases” or “CHLs” that permit exploration and production of oil and gas from both conventional sources and from oil sands deposits. For federal onshore mineral leases that were in effect on November 16, 1981 (the CHL Act’s enactment date) and included lands located within an STSA, the CHL Act granted to lessees the right to convert such leases to new CHLs. Upon issuance by BLM, each CHL will constitute a new lease that will remain in effect for a primary term of ten (10) years and thereafter for as long as oil or gas is produced in paying quantities. Each of the BLM Leases has been included in an application to BLM requesting their conversion to new CHLs. During the pendency of such applications, the term (and any operations) of the BLM Leases are in “suspension status” under BLM regulations until the new CHLs are issued. On July 22, 2019, the Company closed its acquisition of its previously announced agreement for the acquisition of the remaining 50% of the operating rights and interests relating to the BLM Leases. The total consideration payable for the acquisition will be $13 million, with $1 million payable in cash and $12 million payable in shares, namely 30 million common shares of the Company, at a deemed value of $0.40 per share. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9. PROPERTY, PLANT AND EQUIPMENT Oil Other Plant Total Cost August 31, 2017 $ 16,846,500 $ 315,967 $ 17,162,467 Additions 6,254,535 78,588 6,333,123 August 31, 2018 23,101,035 394,555 23,495,590 Additions 7,807,440 43,613 7,851,053 May 31, 2019 $ 30,908,475 $ 438,168 $ 31,346,643 Accumulated Amortization August 31, 2017 $ 2,148,214 $ 107,300 $ 2,255,514 Additions - 51,181 51,181 August 31, 2018 2,148,214 158,481 2,306,695 Additions - 54,316 54,316 May 31, 2019 $ 2,148,214 $ 212,797 $ 2,361,011 Carrying Amount August 31, 2017 $ 14,698,286 $ 208,667 $ 14,906,953 August 31, 2018 $ 20,952,821 $ 236,074 $ 21,188,895 May 31, 2019 $ 28,760,261 $ 225,371 $ 28,985,632 (a) Oil Extraction Plant In June 2011, the Company commenced the development of an oil extraction facility on its mineral lease in Maeser, Utah and entered into construction and equipment fabrication contracts for this purpose. On September 1, 2015, the first phase of the plant was completed and was ready for production of hydrocarbon products for resale to third parties. During the year ended August 31, 2017 the Company began the dismantling and relocating the oil extraction facility to its TMC Mineral Lease facility to improve production and logistical efficiencies whilst continuing its project to increase production capacity to a minimum capacity of 1,000 barrels per day. The plant has been relocated to the TMC mining site and expansion of the plant to production of 1,000 barrels per day has been substantially completed. The cost of construction includes capitalized borrowing costs for the nine months ended May 31, 2019 of $nil (year ended August 31, 2018: $18,666) and total capitalized borrowing costs as at May 31, 2019 of $2,230,746 (August 31, 2018 - $2,230,746). As a result of the relocation of the plant and the planned expansion of the plant’s production capacity to 1,000 barrels per day, and subsequently to an additional 3,000 barrels per day, the Company reevaluated the depreciation policy of the oil extraction plant and the oil extraction technologies (see Note 10(a)) and determined that depreciation should be recorded on the basis of the expected production of the completed plant at various capacities. No amortization has been recorded during the three and nine months ended May 31, 2019 and the 2018 fiscal year as there has only been test production during that period. |
Intangible Assets
Intangible Assets | 9 Months Ended |
May 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 10. INTANGIBLE ASSETS Oil Cost August 31, 2017 $ 809,869 Additions - August 31, 2018 809,869 Additions - May 31, 2019 $ 809,869 Accumulated Amortization August 31, 2017 $ 102,198 Additions - August 31, 2018 102,198 Additions - May 31, 2019 $ 102,198 Carrying Amounts August 31, 2017 $ 707,671 August 31, 2018 $ 707,671 May 31, 2019 $ 707,671 (a) Oil extraction technologies During the year ended August 31, 2012, the Company acquired a closed-loop solvent based oil extraction technology which facilitates the extraction of oil from a wide range of bituminous sands and other hydrocarbon sediments. The Company has filed patents for this technology in the USA, Russia and Canada and has employed it in its oil extraction plant. The Company commenced partial production from its oil extraction plant on September 1, 2015 and was amortizing the cost of the technology over fifteen years, the expected life of the oil extraction plant. Since the Company has substantially completed the increase in capacity of the plant to 1,000 barrels during fiscal 2018, and expects to further expand the capacity to an additional 3,000 daily, it determined that a more appropriate basis for the amortization of the technology is the units of production at the plant after commercial production resumes. No amortization of the technology was recorded during the three and nine months ended May 31, 2019 and for the 2018 fiscal year. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
May 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable as at May 31, 2019 and August 31, 2018 consist primarily of amounts outstanding for construction and expansion of the oil extraction plant and other operating expenses that are due on demand. Accrued expenses as at May 31, 2019 and August 31, 2018 consist primarily of other operating expenses and interest accruals on long-term debt (see Note 12) and convertible debentures (see Note 13). Information about the Company’s exposure to liquidity risk is included in Note 24. |
Debt
Debt | 9 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | 12. DEBT Principal due Principal due Lender Maturity Date Interest Rate May 31, August 31, Private lenders December 2, 2018 10.00 % $ 200,000 $ 200,000 Private lenders May 1, 2019 5.00 % 557,501 632,512 Private lenders September 17, 2019 10.00 % 100,000 - Private lenders July 28, 2020 10.00 % - 120,900 Private lenders August 31, 2020 5.00 % - 70,900 Equipment loans April 20, 2020 – November 7, 2021 4.30 - 12.36 % 455,032 602,239 Total loans $ 1,312,533 $ 1,626,551 The maturity date of the long-term debt is as follows: May 31, August 31, Principal classified as repayable within one year $ 1,060,124 $ 1,027,569 Principal classified as repayable later than one year 252,409 598,982 $ 1,312,533 $ 1,626,551 (a) Private lenders (i) On July 3, 2018, the Company received a $200,000 advance from a private lender bearing interest at 10% per annum and repayable on September 2, 2018. The loan is guaranteed by the Chairman of the Board. The loan was repaid on September 4, 2018. On October 30, 2018 the Company received a further advance of $350,000 from the same lender, bearing interest at 0% per annum and repayable on demand. On January 31, 2019, the Company repaid $150,000 of the principal outstanding. (ii) On October 10, 2014, the Company issued two secured debentures for an aggregate principal amount of CAD $1,100,000 to two private lenders. The debentures bear interest at a rate of 12% per annum, maturing on October 15, 2017 and are secured by all of the assets of the Company. In addition, the Company issued common share purchase warrants to acquire an aggregate of 16,667 common shares of the Company. On September 22, 2016, the two secured debentures were amended to extend the maturity date to January 31, 2017. The terms of these debentures were renegotiated with the debenture holders to allow for the conversion of the secured debentures into common shares of the Company at a rate of CAD $4.50 per common share and to increase the interest rate, starting June 1, 2016, to 15% per annum. On January 31, 2017, the two secured debentures were amended to extend the maturity date to July 31, 2017. Additional transaction costs and penalties incurred for the loan modifications amounted to $223,510. On February 9, 2018, the two secured debentures were renegotiated with the debenture holders to extend the loan to May 1, 2019. A portion of the debenture amounting to CAD $628,585 was amended to be convertible into common shares of the Company, of which, CAD $365,000 have been converted on May 1, 2018. The remaining convertible portion is interest free and was to be converted from August 1, 2018 to January 1, 2019. The remaining non-convertible portion of the debenture was to be paid off in 12 equal monthly instalments beginning May 1, 2018. On September 11, 2018, the remaining convertible portion of the debenture was converted into common shares of the Company and a portion of the non-convertible portion of the debenture was settled through the issue of 316,223 common shares of the Company. (iii) On October 4, 2018, the Company received an advance of $100,000 from Bay Private Equity in terms of a debenture line of credit of $9,500,000 made available to the Company. The debenture matures on September 17, 2019 and bears interest at 10% per annum. As compensation for the debenture line of credit the Company issued 950,000 commitment shares to Bay Private Equity and a further 300,000 shares as a finder’s fee to a third party. (iv) The Company received advances from a private lender during the years ended August 31, 2018 and 2017 in the form of unsecured promissory notes. The promissory note matures on July 28, 2020, and bears interest at 10% per annum. The Company repaid the remaining private lender and advanced the lender a further $1,195,123 (see note 6). (v) The Company received advances from a private lender during the year ended August 31, 2018 and 2017 in the form of unsecured promissory notes. This promissory note matures on August 31, 2020 and bear interest at 5% per annum. On May 31, 2019, in terms of a debt settlement agreement entered into, the Company issued 363,073 shares of common stock at an issue price of $0.30 per share to settle the outstanding liability of $70,900 including interest thereon of $27,130. (b) Equipment loans The Company entered into two equipment loan agreements with financial institutions to acquire equipment for the oil extraction facility. The loans had a term of 60 months and bore interest at rates between 4.3% and 4.9% per annum. Principal and interest were paid in monthly installments. These loans were secured by the acquired assets. On May 7, 2018, the Company entered into a negotiable promissory note and security agreement with Commercial Credit Group to acquire a crusher from Power Equipment Company for $660,959. An implied interest rate was calculated as 12.36% based timing on the initial repayment of $132,200 and subsequent 42 monthly instalments of $15,571. The promissory note was secured by the equipment financed. |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
May 31, 2019 | |
Convertible Debentures Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | 13. CONVERTIBLE DEBENTURES Principal due Principal due Lender Maturity Date Interest Rate May 31, August 31, Alpha Capital Anstalt October 31, 2018 5.00 % $ - $ 56,500 Private lenders January 1, 2019 0.00 % - 201,904 GS Capital Partners May 1, 2019 12.00 % 143,750 - Calvary Fund I LP September 4, 2019 10.00 % 250,000 250,000 Calvary Fund I LP September 4, 2019 10.00 % 250,000 - SBI Investments LLC September 4, 2019 10.00 % 250,000 - Bay Private Equity, Inc. September 17, 2019 5.00 % 2,900,000 - Bay Private Equity, Inc October 15, 2019 5.00 % 2,400,000 - 6,193,750 508,404 Unamortized debt discount (936,190 ) - Total loans $ 5,257,560 $ 508,404 The maturity date of the convertible debentures are as follows: May 31, August 31, Principal classified as repayable within one year $ 5,257,560 $ 258,404 Principal classified as repayable later than one year - 250,000 $ 5,257,560 $ 508,404 (a) Alpha Capital Anstalt On August 31, 2017, the Company issued a convertible secured note for $565,000 to Alpha Capital Anstalt. The convertible secured note bears interest at a rate of 5% per annum and matures on October 31, 2018. The convertible secured note is convertible into units, consisting of one common share of the Company and one common share purchase warrant of the Company, at a conversion price of $0.29 per unit until August 31, 2022. Each warrant would entitle the holder to acquire one additional common share at an exercise price of $0.315 per share until August 31, 2022. The convertible secured note is secured by all of the assets of the Company. From December 19, 2017 to May 22, 2018, a total of $508,500 of the principal of the convertible secured notes was converted into 1,753,447 units. From March 16, 2018 to July 11, 2018, Alpha Capital Anstalt exercised a total of 1,753,447 warrants to purchase 1,753,447 common shares of the Company. On December 3, 2018, the remaining $56,500 and accrued interest thereon of $13,479 was settled by the issue of 145,788 common shares. (b) Private lenders According to the terms of an amendment made with two debenture holders and the Company on February 9, 2018, a portion of their debentures was convertible into common shares (see Note 12(a)(iii)). On September 11, 2018, the remaining convertible portion of the debenture was converted into common shares of the Company through the issue of 316,223 common shares of the Company (c) GS Capital Partners During December 2018, the Company issued a convertible debenture of $143,750 including an original issue discount of $18,750, together with warrants exercisable for 260,416 shares of common stock at an exercise price of $0.48 per share with a maturity date of April 29, 2019. The debenture has a term of four months and one day and bears interest at a rate of 10% per annum payable at maturity and at the option of the holder the purchase amount of the debenture (excluding the original issue discount of 15%) is convertible into 260,416 common shares of the Company at $0.48 per share in accordance with the terms and conditions set out in the debenture. (d) Calvary Fund I LP On September 4, 2018, the Company issued units to Calvary Fund I LP for $250,000, which was originally advanced on August 9, 2018. The units consist of 250 units of $1,000 convertible debenture and 1,149,424 commons share purchase warrants. The convertible debenture bears interest at 10%, matures on September 4, 2019 and is convertible one common share of the Company at a price of $0.87 per common share. The common share purchase warrants entitle the holder to acquire additional common shares of the Company at a price of $0.87 per share and expires on September 4, 2019. (e) Calvary Fund I LP On October 12, 2018, the Company entered into an agreement with Calvary Fund I LP whereby the Company issued 250 one year units for proceeds of $250,000, each unit consisting of a $1,000 principal convertible unsecured debenture, bearing interest at 10% per annum and convertible into common shares at $0.86 per share, and a warrant exercisable for 1,162 common shares at an exercise price of $0.86 per share. (f) SBI Investments, LLC On October 15, 2018, the Company entered into an agreement with SBI Investments LLC whereby the Company issued 250 one year units for proceeds of $250,000, each debenture consisting of a $1,000 principal convertible unsecured debenture, bearing interest at 10% per annum and convertible into common shares at $0.86 per share, and a warrant exercisable for 1,162 shares of common stock at an exercise price of $0.86 per share. (g) Bay Private Equity, Inc. On September 17, 2018, the Company issued 3 one year convertible units of $1,100,000 each to Bay Private Equity, Inc. (“Bay”) for net proceeds of $2,979,980 related to this agreement. These units bear interest at 5% per annum and mature one year from the date of issue. Each unit consists of one senior secured convertible debenture of $1,100,000 and 250,000 common share purchase warrants. Each convertible debenture may be converted to common shares of the Company at a conversion price of $1.00 per share. Each common share purchase warrant entitles the holder to purchase an additional common share of the Company at a price of $1.10 per share for one year after the issue date. On January 23, 2019, $400,000 of the principal outstanding was repaid out of the proceeds raised on the Bay Private Equity convertible debenture (see Note 13(h)). (h) Bay Private Equity, Inc. On January 16, 2019, the Company issued a convertible debenture of $2,400,000, including an original issue discount of $400,000, to Bay for net proceeds of $2,000,000 related to this agreement. The convertible debenture bears interest at 5% per annum and matures on October 19, 2019. The convertible debenture may be converted to 5,000,000 common shares of the Company at a conversion price of $0.40 per share. $400,000 of the proceeds raised was used to repay a portion of the $3,300,000 convertible debenture issued to Bay Private Equity on September 17, 2018 (see Note 13(g)). |
Reclamation and Restoration Pro
Reclamation and Restoration Provisions | 9 Months Ended |
May 31, 2019 | |
Reclamationand Restoration Provisions [Abstract] | |
RECLAMATION AND RESTORATION PROVISIONS | 14. RECLAMATION AND RESTORATION PROVISIONS Oil Extraction Facility Site Restoration Total Balance at August 31, 2017 $ 364,140 $ 208,080 $ 572,220 Accretion expense 7,283 4,161 11,444 Balance at August 31, 2018 371,423 212,241 583,664 Accretion expense 5,571 3,184 8,755 Balance at May 31, 2019 $ 376,994 $ 215,425 $ 592,419 (a) Oil Extraction Plant In accordance with the terms of the lease agreement, the Company is required to dismantle its oil extraction plant at the end of the lease term, which is expected to be in 25 years. During the year ended August 31, 2015, the Company recorded a provision of $350,000 for dismantling the facility. Because of the long-term nature of the liability, the greatest uncertainties in estimating this provision are the costs that will be incurred and the timing of the dismantling of the oil extraction facility. In particular, the Company has assumed that the oil extraction facility will be dismantled using technology and equipment currently available and that the plant will continue to be economically viable until the end of the lease term. The discount rate used in the calculation of the provision as at May 31, 2019 and August 31, 2018 is 2.0%. (b) Site restoration In accordance with environmental laws in the United States, the Company’s environmental permits and the lease agreements, the Company is required to restore contaminated and disturbed land to its original condition before the end of the lease term, which is expected to be in 25 years. During the year ended August 31, 2015, the Company provided $200,000 for this purpose. The site restoration provision represents rehabilitation and restoration costs related to oil extraction sites. This provision has been created based on the Company’s internal estimates. Significant assumptions in estimating the provision include the technology and equipment currently available, future environmental laws and restoration requirements, and future market prices for the necessary restoration works required. The discount rate used in the calculation of the provision as at May 31, 2019 and August 31, 2018 is 2.0%. |
Share Capital
Share Capital | 9 Months Ended |
May 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
SHARE CAPITAL | 15. SHARE CAPITAL Authorized: unlimited common shares without par value Issued and Outstanding: 131,797,097 common shares as at May 31, 2019. Between September 4, 2018 and May 31, 2019, the Company issued 5,216,034 shares of common stock to several investors in settlement of $2,368,562 of trade debt. Between September 1, 2018 and April 1, 2019, the Company issued 1,375,000 shares valued at $1,354,861 as compensation for professional services rendered to the Company, including 1,250,000 shares of common stock issued as fees for the Bay Private Equity convertible debt raise (see Note 13(g)). On September 6, 2018, the Company issued 1,234,567 units to an investor for net proceeds of $1,000,000. Each unit consists of one share of common stock and three quarters of a share purchase warrant for a total warrant exercisable over 925,925 shares of common stock. On September 28, 2018, the Company issued 316,223 shares to two private investors in settlement of the remaining portion of their convertible debt of $255,078 (see Note 13(b)). On October 11, 2018, the Company issued 81,229 shares of common stock to investors for net proceeds of $79,605. In addition, a further 752,040 units were issued to investors for net proceeds of $737,000. Each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at exercise prices ranging from $1.35 to $1.50. On November 7, 2018, the Company issued 320,408 units to investors for net proceeds of $169,000. Each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price ranging from $0.61 to $0.66 per share. On December 3, 2018, the Company issued 145,788 shares of common stock to a private investor in settlement of the remaining portion of their convertible debt of $56,500 including interest thereon of $13,479 (see Note 13(a)). On December 7, 2018, the Company issued a total of 3,868,970 shares of common stock to investors for net proceeds of $2,190,200. Certain of the subscription agreements were unit agreements, whereby warrants exercisable over 3,373,920 shares of common stock were issued to investors at exercise prices ranging from $0.67 to $1.50 per share. On December 7, 2018, the Company issued 1,190,476 units to an investor for net proceeds of $500,000, each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.525 per share. On January 10, 2019, the company issued a total of 1,522,080 shares of common stock to investors for net proceeds of $645,100. Certain of the subscription agreements were unit agreements, whereby warrants exercisable over 1,437,557 shares of common stock were issued to investors at an exercise price of $1.50 per share. On January 11, 2019, the Company issued 307,692 units to an investor for net proceeds of $200,000, each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $1.50 per share. On January 25, 2019, the Company issued 147,058 units to an investor for net proceeds of $50,000, each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.37 per share. On February 27, 2019, the Company issued a total of 7,242,424 shares of common stock to investors for net proceeds of $2,390,000. On February 27, 2019, the Company issued 135,135 units to an investor for net proceeds of $50,000, each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.37 per share. On February 27, 2019, the CEO of the Company subscribed for 62,500 shares of common stock for net proceeds of $25,000. On March 11, 2019, the Chairman of the Board subscribed for 2,222,222 shares of common stock for net proceeds of $1,000,000. On March 29, 2019 the Company cancelled 18,518 shares previously issued to an investor and returned the subscription proceeds of $10,000. On March 29, 2019, the Company issued 1,481,481 units to an investor for net proceeds of $400,000, each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.465 per share. In addition, the Company issued 248,782 shares of common stock to investors for gross proceeds of $82,000. On April 1, 2019, the Company issued 15,000,000 shares valued at $9,000,000 in settlement of the remaining purchase consideration in terms of the acquisition of the BLM leases disclosed under note 8 above. On May 22, 2019, the Company issued 3,431,828 units to investors for gross proceeds of $886,950, each unit consisting of one share of common stock and one warrant exercisable for a share of common stock at exercise prices ranging from $0.28 to $1.50 per share, in addition, the Company issued a further 35,714 shares to a private investor for gross proceeds of $25,000. On May 22, 2019, the Company issued 308,333 shares of common stock to the Chairman of the Board for gross proceeds of $74,000. |
Share Purchase Options
Share Purchase Options | 9 Months Ended |
May 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE PURCHASE OPTIONS | 16. SHARE PURCHASE OPTIONS (a) Stock option plan The Company has a stock option plan which allows the Board of Directors of the Company to grant options to acquire common shares of the Company to directors, officers, key employees and consultants. The option price, term and vesting are determined at the discretion of the Board of Directors, subject to certain restrictions as required by the policies of the TSX Venture Exchange. The stock option plan is a 20% fixed number plan with a maximum of 17,969,849 common shares reserved for issuance. During the three and nine months ended May 31, 2019, no share options were granted. During the year ended August 31, 2018 the Company granted 9,775,000 share options to directors, officers and consultants of the Company. The weighted average fair value of the options granted was estimated at $0.87 per share at the grant date using the Black-Scholes option pricing model. On December 31, 2018, options to acquire 50,000 shares of common stock, at an exercise price of CAD$4.80 expired, unexercised. (b) Share purchase options Share purchase option transactions under the stock option plan were: Share purchase options outstanding and exercisable as at May 31, 2019 are: Expiry Date Exercise Options Outstanding Options Exercisable February 1, 2026 CAD $5.85 33,333 33,333 November 30, 2027 CAD $2.27 1,425,000 1,425,000 June 5, 2028 CAD $1.00 8,350,000 3,400,000 9,808,333 4,858,333 Weighted average remaining contractual life 8.9 years 8.9 years Weighted average exercise price CAD $1.20 CAD $1.41 |
Share Purchase Warrants
Share Purchase Warrants | 9 Months Ended |
May 31, 2019 | |
Share Purchase Warrants [Abstract] | |
SHARE PURCHASE WARRANTS | 17. SHARE PURCHASE WARRANTS Share purchase warrants outstanding as at May 31, 2019 are: Expiry Date Exercise Price Warrants Outstanding August 19, 2019 USD $7.50 66,665 September 4, 2019 USD $0.87 287,356 September 17, 2019 USD $1.10 750,000 October 12, 2019 USD $0.86 290,500 October 15, 2019 USD $ 0.86 290,500 November 5, 2019 CAD $28.35 25,327 January 25, 2020 USD $0.37 147,058 February 27, 2020 USD $0.37 135,135 March 9, 2020 USD $1.50 114,678 May 22, 2020 USD $0.28 678,571 May 22, 2020 USD $0.30 1,554,165 June 7, 2020 USD $0.525 1,190,476 June 14, 2020 USD $1.50 329,080 July 26, 2020 USD $1.50 1,637,160 August 28, 2020 USD $0.94 1,311,242 August 28, 2020 USD $1.00 246,913 August 28, 2020 USD $1.50 35,714 September 6, 2020 USD $1.01 925,925 October 11, 2020 USD $ 1.35 510,204 October 11, 2020 USD $1.50 10,204 November 7, 2020 USD $0.61 20,408 November 7, 2020 USD $0.66 300,000 November 8, 2020 USD $1.01 918,355 December 7, 2020 USD $0.67 185,185 December 7, 2020 USD $1.50 3,188,735 January 10, 2021 USD $1.50 1,437,557 January 11, 2021 USD $1.50 307,692 Mar 29, 2021 USD $0.465 1,481,481 April 8, 2021 CAD $4.73 57,756 May 22, 2021 USD $0.91 6,000,000 May 22, 2021 USD $0.30 1,133,333 May 22, 2021 USD $1.50 65,759 25,633,134 Weighted average remaining contractual life 1.45 years Weighted average exercise price USD $0.99 From September 6, 2018 to December 28, 2019, the Company issued 1,878,772 warrants to convertible debt note holders in terms of subscription unit agreements entered into with the convertible note holders (see Note 13(c) to 13 (h)). The fair value of the warrants granted was estimated using the relative fair value method at between $0.07 to $0.39 per warrant. From September 6, 2018 to May 22, 2019, the Company issued 13,271,888 warrants in terms of common share subscription agreements entered into with various investors. The fair value of the warrants granted was estimated using the relative fair value method at between $0.09 and $0.36 per warrant. On November 8, 2018, the Company issued 918,355 warrants to certain debt holders in settlement of certain debt. The fair value of the warrants granted was estimated using a black Scholes valuation method at $0.42 per warrant. The warrants issued in terms of the convertible debt subscription agreements during the nine months ended May 31, 2019, were valued at $557,407 using the relative fair value method. The fair value of warrants was estimated using the Black-Scholes valuation model. The warrants issued in terms of share subscription agreements entered into during the nine months ended May 31, 2019, were valued at $2,097,215 using the relative fair value method. The fair value of warrants was estimated using the Black-Scholes valuation model. The following assumptions were used in the Black Scholes valuation model: Nine months ended May 31, 2019 Share price CAD $0.40 to CAD $1.55 Exercise price CAD $0.38 to CAD $2.01 Expected share price volatility 88% to 137% Risk-free interest rate 1.55% to 2.34% Expected term 1 to 2 years |
Diluted Loss Per Share
Diluted Loss Per Share | 9 Months Ended |
May 31, 2019 | |
Earnings Per Share [Abstract] | |
DILUTED LOSS PER SHARE | 18. DILUTED LOSS PER SHARE The Company’s potentially dilutive instruments are convertible debentures and share purchase options and share purchase warrants. Conversion of these instruments would have been anti-dilutive for the periods presented and consequently, no adjustment was made to basic loss per share to determine diluted loss per share. These instruments could potentially dilute earnings per share in future periods. For the nine months ended May 31, 2019 and 2018, the following share purchase options, share purchase warrants and convertible securities were excluded from the computation of diluted loss per share as the results of the computation was anti-dilutive: Nine months Nine months Share purchase options 9,808,333 1,508,333 Share purchase warrants 25,633,134 7,034,531 Convertible securities 11,084,020 235,344 46,525,487 8,778,208 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 19. RELATED PARTY TRANSACTIONS Related party transactions not otherwise separately disclosed in these unaudited condensed consolidated financial statements are: (a) Key management personnel and director compensation The remuneration of the Company’s directors and other members of key management, who have the authority and responsibility for planning, directing, and controlling the activities of the Company, consist of the following amounts: Three months ended May 31, May 31, Salaries, fees and other benefits $ 162,114 $ 195,300 Share-based compensation 305,413 - $ 467,527 $ 195,300 Nine months ended May 31, May 31, Salaries, fees and other benefits $ 523,620 $ 484,800 Share-based compensation 916,239 2,505,647 $ 1,439,859 $ 2,990,447 At May 31, 2019, $326,957 (August 31, 2018: $1,065,392) was due to members of key management and directors for unpaid salaries, expenses and directors’ fees. During the three and nine months ended May 31, 2019 and 2018, no common shares were granted as compensation to key management and directors of the Company. (b) Transactions with directors and officers On November 8, 2018 the Company entered into a debt settlement agreement with Robert Dennewald, a director of the Company, whereby the company issued 28,880 shares of common stock in settlement of $23,393 of travel related payables. On February 25, 2019, the Company entered into debt settlement agreements whereby directors’ fees owing to the directors were settled by the issue of shares of common stock as follows: Name Description Amount Shares issued Aleksandr Blyumkin Directors fees $ 61,989 154,972 Gerald Bailey Directors fees 61,989 154,972 Travis Schneider Directors fees 18,841 47,102 Robert Dennewald Directors fees 61,989 154,972 David Sealock Directors fees 3,107 7,767 $ 207,915 519,785 On February 27, 2019, the CEO of the Company subscribed for 62,500 shares of common stock for gross proceeds of $25,000. On March 5, 2019, the Chairman of the Board, subscribed for 2,222,222 shares of common stock for gross proceeds of $1,000,000. On March 29, 2019, Nefco Petroleum, a Company controlled by the Chairman of the Board, subscribed for 197,058 shares of common stock for gross proceeds of $67,000. On May 22, 2019, the Chairman of the Board, subscribed for 308,333 shares of common stock for gross proceeds of $74,000. On May 31, 2019, Palmira Associates, a Company controlled by the Chairman of the Board, entered into a debt settlement agreement whereby debt of $98,030 was settled by the issue of 363,073 shares of common stock. (c) Due to/from director As of May 31, 2019, and August 31, 2018, the Company owed various private companies controlled by the Chairman of the Board the aggregate sum of $nil and $nil, respectively. As at August 31, 2017, the Company had received loans of $419,322 from the Chairman of the Board. These loans were interest free and were repaid prior to August 31, 2018. On September 4, 2018, the Company entered into a Debt Settlement Agreement whereby it agreed to convert $249,285 of advances made to the Company by the Chairman of the Board into 336,871 common shares at a conversion price of $0.74 per share. As at May 31, 2019, the Chairman of the Board owed the Company $272,820. |
Investment in Joint Venture
Investment in Joint Venture | 9 Months Ended |
May 31, 2019 | |
Investment In Joint Venture [Abstract] | |
INVESTMENT IN JOINT VENTURE | 20. INVESTMENT IN JOINT VENTURE On November 11, 2016, the Company and three other parties entered into a joint venture for the operation of a website for careers in the oil and gas industry. The Company has a 25% interest in this joint venture and has made advances of $68,331 to the joint venture as of August 31, 2017. The joint venture has not commenced operations as of May 31, 2019. In November 2017, the Company entered into an agreement with First Bitcoin Capital Corp. (“FBCC”), a global developer of blockchain-based applications, to design and develop a blockchain-powered supply chain management platform for the oil and gas industry to be marketed to oil and gas producers and operators. On January 8, 2018, the Company paid the first instalment of $100,000 to FBCC and is currently renegotiating the terms of the agreement. The initial $100,000 has been applied to operating costs incurred by Petrobloq, LLC related to an office lease beginning March 1, 2018 and research costs related to payments to the development team consisting of four employees. A further $106,500 was advanced to First Bitcoin Capital during the nine months ended May 31, 2019. These funds were used to fund certain operating costs and payments to the development team. |
Segment Information
Segment Information | 9 Months Ended |
May 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 21. SEGMENT INFORMATION The Company operated in two reportable segments within the USA during the three and nine months ended May 31, 2019 and 2018: oil extraction and processing operations and mining operations. Once the expansion of the plant has reached a stage of completion where it is viable to commence production and the requisite licenses have been obtained, the Company’s oil extraction segment will be able to commence commercial production and will generate revenue from the sale of hydrocarbon products to third parties. The presentation of the condensed consolidated statements of loss and comprehensive loss provides information about the oil extraction and processing segment. There were minimal operations in the mining operations segment during the three and nine months ended May 31, 2019 and 2018. Other information about reportable segments are: May 31, 2019 (in ’000s of dollars) Oil Mining operations Consolidated Additions to non-current assets $ 7,851 $ 10,800 $ 18,651 Reportable segment assets 37,291 19,655 56,946 Reportable segment liabilities $ 10,584 $ 169 $ 10,753 May 31, 2018 (in ’000s of dollars) Oil Mining operations Consolidated Additions to non-current assets $ 3,025 $ - $ 3,025 Reportable segment assets 22,959 9,047 32,006 Reportable segment liabilities $ 7,821 $ 169 $ 7,990 Segment operating results are as follows: May 31, 2019 (in ’000s of dollars) Oil Mining operations Consolidated External Revenues $ 59 $ - $ 59 Cost of Goods Sold 729 199 928 Gross Loss (670 ) (199 ) (869 ) Operating Expenses General and administrative 593 13 606 Travel and promotion 1,959 - 1,959 Professional fees 3,363 - 3,363 Legal fees 1,343 - 1,343 Research and development 113 - 113 Salaries and wages 1,043 - 1,043 Share-based compensation 916 - 916 Loss on settlement of liabilities 98 - 98 Loss on convertible debt 100 - 100 Interest expense 2,534 - 2,534 Equity loss 150 - 150 Other income (95 ) - (95 ) Depreciation and amortization 54 - 54 Net loss $ 12,841 $ 212 $ 13,053 Segment operating results are as follows: May 31, 2018 (in ’000s of dollars) Oil Mining Consolidated External Revenues $ - $ - $ - Cost of Goods Sold 29 205 234 Gross Loss (29 ) (205 ) (234 ) Operating Expenses General and administrative 401 11 412 Travel and promotion 2,087 - 2,087 Professional fees 1,576 - 1,576 Legal fees 140 - 140 Salaries and wages 639 - 639 Share-based compensation 2,523 - 2,523 Gain on settlement of liabilities (216 ) - (216 ) Interest expense 323 - 323 Other income (51 ) - (51 ) Equity income from investment in Accord Energy - - - Depreciation and amortization 890 - 890 Net loss $ 8,341 $ 216 $ 8,557 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 22. COMMITMENTS AND CONTINGENCIES The Company has entered into two office lease arrangement which, including the Company’s share of operating expenses and property taxes, will require estimated minimum annual payments of: 2019 $ 33,615 2020 124,440 2021 101,220 2022 78,000 2023 $ 65,000 For the nine months ended May 2019, the Company made $51,883 (2018 - $nil) in office lease payments. Legal Matters On December 27, 2018, the Company executed and delivered: (i) a Settlement Agreement (the “Settlement Agreement”) with Redline Capital Management S.A. (“Redline”) and Momentum Asset Partners II, LLC; (ii) a secured promissory note payable to Redline in the principal amount of $6,000,000 (the “Note”) with a maturity date of 27 December 2020, bearing interest at 10% per annum; and (iii) a Security Agreement (together with the Settlement Agreement and the Note, the “Redline Agreements”) among the Company, Redline, and TMC Capital, LLC (“TMC”), an indirect wholly-owned subsidiary of the Company. After undertaking an in-depth analysis of the Redline Agreements in the context of the underlying transactions and events, special legal counsel to the Company has opined that the Redline Agreements are likely void and unenforceable. The Company’s special legal counsel regards the possibility of Redline’s success in pursuing any claims against the Company or TMC under the Redline Agreements as less than reasonably possible and therefore no provision has been raised against these claims. The Company is currently evaluating the options and remedies that are available to it to ensure that the Redline Agreements are declared as void or are rescinded and extinguished. |
Management of Capital
Management of Capital | 9 Months Ended |
May 31, 2019 | |
Management Of Capital [Abstract] | |
MANAGEMENT OF CAPITAL | 23. MANAGEMENT OF CAPITAL The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable level. The Company considers its capital for this purpose to be its shareholders’ equity and long-term liabilities. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may seek additional financing or dispose of assets. In order to facilitate the management of its capital requirements, the Company monitors its cash flows and credit policies and prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The budgets are approved by the Board of Directors. There are no external restrictions on the Company’s capital. |
Management of Financial Risks
Management of Financial Risks | 9 Months Ended |
May 31, 2019 | |
Management Of Financial Risks [Abstract] | |
MANAGEMENT OF FINANCIAL RISKS | 24. MANAGEMENT OF FINANCIAL RISKS The risks to which the Company’s financial instruments are exposed to are: (a) Credit risk Credit risk is the risk of unexpected loss if a customer or third party to a financial instrument fails to meet contractual obligations. The Company is exposed to credit risk through its cash held at financial institutions, trade receivables from customers and notes receivable. The Company has cash balances at various financial institutions. The Company has not experienced any loss on these accounts, although balances in the accounts may exceed the insurable limits. The Company considers credit risk from cash to be minimal. Credit extension, monitoring and collection are performed for each of the Company’s business segments. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of the customer’s credit information. Accounts receivable, collections and payments from customers are monitored and the Company maintains an allowance for estimated credit losses based upon historical experience with customers, current market and industry conditions and specific customer collection issues. At May 31, 2019 and August 31, 2018, the Company had minimal trade receivables. The Company considers it maximum exposure to credit risk to be its trade and other receivables and notes receivable. (b) Interest rate risk Interest rate risk is the risk that changes in interest rates will affect the fair value or future cash flows of the Company’s financial instruments. The Company is exposed to interest rate risk as a result of holding fixed rate investments of varying maturities as well as through certain floating rate instruments. The Company considers its exposure to interest rate risk to be minimal. (c) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities as they become due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include estimated interest payments. The Company has included both the interest and principal cash flows in the analysis as it believes this best represents the Company’s liquidity risk. At May 31, 2019 Contractual cash flows (in ’000s of dollars) Carrying Total 1 year or less 2 - 5 years More than 5 Accounts payable $ 2,058 $ 2,058 $ 2,058 $ - $ - Accrued liabilities 748 748 748 - - Convertible debenture 5,258 6,516 6,516 - - Long-term debt 1,313 1,516 1,236 280 - $ 9,377 $ 10,838 $ 10,558 $ 280 $ - At August 31, 2018 Contractual cash flows (in ’000s of dollars) Carrying Total 1 year or less 2 - 5 years More than 5 Accounts payable $ 1,102 $ 1,102 $ 1,102 $ - $ - Accrued liabilities 1,900 1,900 1,900 - - Convertible debenture 508 533 258 275 - Long-term debt 1,627 1,880 1,159 721 - $ 5,137 $ 5,415 $ 4,419 $ 996 $ - |
Reconciliation of Changes in Li
Reconciliation of Changes in Liabilities Arising from Financing Activities | 9 Months Ended |
May 31, 2019 | |
Reconciliation Of Changes In Liabilities Arising From Financing Activities [Abstract] | |
RECONCILIATION OF CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES | 25. RECONCILIATION OF CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES Liabilities arising from financing activities include corporate loans and loans payable to officers and related companies. A reconciliation of changes in these liabilities is: For the nine months ended May 31, May 31, Balance, beginning of the period $ 2,134,955 $ 2,804,202 Changes from financing cash flows Proceeds from debt 517,000 1,328,056 Proceeds from convertible debt 5,618,750 5,200,171 Proceeds from officer loan - - Repayment of long-term loans (497,206 ) (947,720 ) Repayment of convertible loans (400,000 ) Advances from executive officers - 9,196 Effect of changes in foreign exchange rate (21,838 ) (23,277 ) Other changes Debt settled through share issuance (192,395 ) (4,392,171 ) Conversion of convertible debt (257,082 ) - Debt applied to notes receivable (120,900 ) Interest accrual - 2,160 Interest capitalized - 446,355 Value placed on warrants issued (557,407 ) - Value placed on beneficial conversion feature (621,166 ) - Gain on debt deposit - (50,982 ) Accretion of loan balance 967,382 56,500 Balance, end of the period $ 6,570,093 $ 4,432,490 |
Reconciliation of IFRS Disclosu
Reconciliation of IFRS Disclosure to US GAAP Disclosure | 9 Months Ended |
May 31, 2019 | |
Reconciliation Of Ifrs Disclosure To Us Gaap Disclosure [Abstract] | |
RECONCILIATION OF IFRS DISCLOSURE TO US GAAP DISCLOSURE | 26. RECONCILIATION OF IFRS DISCLOSURE TO US GAAP DISCLOSURE The Company’s primary listing is on the Toronto Ventures Exchange (“TSXV”). The unaudited condensed consolidated financial statements filed on that exchange are prepared in terms of International Financial Reporting Standards (“IFRS”). The Company’s unaudited condensed consolidated financial statements on this Form 10-Q is prepared in terms of US GAAP. The main differences between IFRS and US GAAP are as follows: For the three months ended May 31, May 31, Net loss and comprehensive loss in accordance with IFRS $ 4,792,890 $ 3,178,839 Share-based compensation (248,912 ) - Debt issue costs (43,799 ) - Net loss and comprehensive loss in accordance with US GAAP $ 4,500,179 $ 3,178,839 For the nine months ended May 31, May 31, Net loss and comprehensive loss in accordance with IFRS $ 13,747,997 $ 8,557,082 Share-based compensation (746,736 ) - Debt issue costs 51,894 - Net loss and comprehensive loss in accordance with US GAAP $ 13,053,155 $ 8,557,082 May 31, August 31, Total shareholders’ equity in accordance with IFRS $ 46,193,400 $ 32,929,400 Components of share capital in accordance with IFRS Share capital 100,109,913 77,870,606 Shares to be issued 1,068,000 996,401 Share option reserve 14,485,974 12,823,000 Share warrant reserve 6,246,032 3,207,915 121,909,919 94,897,922 Adjustment for: Share-based compensation (217,862 ) 528,874 Total share capital in accordance with US GAAP 121,692,057 95,426,796 Accumulated deficit in accordance with IFRS (75,716,519 ) (61,968,522 ) Adjustment for: Share-based compensation 217,862 - Debt issue costs (51,894 ) (528,874 ) Accumulated deficit in accordance with US GAAP (75,550,551 ) (62,497,396 ) Shareholders equity in accordance with US GAAP $ 46,141,506 $ 32,929,400 Share-based compensation The Company granted certain directors, officers and consultants of the Company share purchase options with vesting terms attached thereto, 25% vested immediately and a further 25%, per annum will vest on the grant date of the share purchase options. These share purchase options were valued using a Black Scholes valuation model utilizing the assumptions as disclosed in note 16 above. Under IFRS share-based compensation paid to certain directors, consultants and employees were amortized over the vesting period of the option grant using a weighted average expense over the vesting period, including the immediately vesting share purchase options. Under US GAAP, the share purchase options issued to consultants were expensed immediately and the share purchase options issued to directors and officers were amortized as follows; (i) the value of the twenty five percent of the options that vested immediately were expensed immediately; (ii) the remaining value of the seventy five percent of the options which vest equally on an annual basis are being expensed over the vesting period on a straight line basis. The difference in treatment between IFRS and US GAAP gave rise to a reversal of expense of $248,912 and $746,736 for the three months and nine months ended May 31, 2019, respectively. There was no impact on the prior periods as all options issued during that period vested immediately and were accordingly expensed immediately. Debt issue costs The Company settled certain commitment fees and finders fees related to the issue of convertible notes by the issue of common shares valued at $1,276,980. Under IFRS, these debt issue costs were originally expensed in the three month period ended November 30, 2018 and subsequently recorded as a prepaid commitment fee in the nine month period ended May 31, 2019. Under IFRS this commitment fee is not directly linked to the convertible debt and is amortized on a straight-line basis over the commitment period. In terms of US GAAP, the commitment fee and finder’s fee is regarded as directly related to the debt and is recorded as a debt discount which is amortized over the life of the debt, including any accelerated amortization due to repayment or early settlement of the debt. The difference in treatment between IFRS and US GAAP gave rise to a reversal of the prepaid commitment fee of $1,276,980 and the subsequent amortization thereof of $894,587 and the raising of additional debt discount of $1,276,980 and the amortization thereof of $946,481. The difference between the amortization of the prepaid commitment fee and the debt discount amortization to the statement of loss and comprehensive loss was a credit of $43,799 and a charge of $51,894 for the three months and nine months ended May 31, 2019, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 27. SUBSEQUENT EVENTS Subsequent events after the reporting date not otherwise separately disclosed in these unaudited condensed consolidated financial statements are: a. Common shares On July 3, 2019, the Company cancelled 390,625 shares previously issued to an investor for gross proceeds of $250,000, due to the proceeds never being received. On July 5, 2019, the Company issued 6,732,402 shares of common stock and warrants exercisable to purchase 4,601,980 shares of common stock at exercise prices ranging from $0.25 per share to $0.40 per share, for gross proceeds of $1,546,149. Included in this issuance was 210,526 shares of common stock issued to a company controlled by the Chairman of the Board. b. Debt financing On July 22, 2019, the Company issued to an arm’s length lender a $300,000 principal amount (including an original issue discount of 20%) unsecured convertible debenture, and warrants to purchase up to 1,315,789 common shares of the Company at $0.24 per share for 15 months. The debenture has a term of 15 months and bears interest at a rate of 7% per annum payable quarterly, and at the option of the holder the purchase amount of the debenture (excluding the original issue discount of 20%) is convertible into 1,315,789 common shares of the Company at $0.19 per share in accordance with the terms and conditions set out in the debenture. c. Debt settlements The Company entered into debt settlement agreements whereby debt of $93,500 was settled by the issue of 410,000 shares of common stock. The Company entered into a shares for debt transaction, pursuant to which it will issue 838,714 common shares in satisfaction of $176,130 of indebtedness currently owed to an arm’s length service provider. |
Supplemental Information on Oil
Supplemental Information on Oil And Gas Operations | 9 Months Ended |
May 31, 2019 | |
Supplemental Information On Oil And Gas Operations [Abstract] | |
SUPPLEMENTAL INFORMATION ON OIL AND GAS OPERATIONS | 28. SUPPLEMENTAL INFORMATION ON OIL AND GAS OPERATIONS Supplemental unaudited information regarding the Company’s oil and gas activities is presented in this note. The Company has not commenced commercial operations, therefore the disclosure of the results of operations of hydrocarbon activities is limited to advance royalties paid. All expenditure incurred to date is capitalized as part of the development cost of the Company’s oil extraction plant. The Company does not have any proven hydrocarbon reserves or historical data to forecast the standardized measure of discounted future net cash flows related to proven hydrocarbon reserve quantities. Upon the commencement of production, the Company will be able to forecast future revenues and expenses of its hydrocarbon activities. Costs incurred The following table reflects the costs incurred in hydrocarbon property acquisition and development expenses. All costs were incurred in the US. (In US$ 000’s) Nine months ended Nine months ended Advanced royalty payments $ 300 $ 469 Mineral rights acquired 10,800 - Construction of oil extraction plant 7,851 3,025 $ 18,951 $ 3,494 Results of operations The only operating expenses incurred to date on hydrocarbon activities relate to minimum royalties paid on mineral leases that the Company has entered into and certain operating expenses related to plant maintenance. All costs were incurred in the US. (In US$ 000’s) Nine months ended Nine months ended Plant maintenance expenses $ 729 $ - Advanced royalty payments 199 234 $ 928 $ 234 Proven reserves The Company does not have any proven hydrocarbon reserves as of May 31, 2019. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Preparation | (a) Basis of Preparation The (a) unaudited condensed consolidated balance sheets as of May 31, 2019, which have been derived from the unaudited condensed consolidated financial statements, and as of August 31, 2018, which have been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended May 31, 2019 are not necessarily indicative of results that may be expected for the year ending August 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting policies (“US GAAP”). In the opinion of management, all adjustments necessary to fairly present the results for the interim periods presented have been made. All adjustments made are of a normal and recurring nature and no non-recurring adjustments have been made in the presentation of these unaudited condensed consolidated financial statements. All amounts referred to in the notes to the consolidated financial statements are in US Dollars ($) unless stated otherwise. |
Consolidation | (b) Consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries in which it has at least a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Entity % of Jurisdiction Petroteq Energy Inc. Parent Canada Petroteq Energy CA, Inc. 100% USA Petroteq Oil Recovery, LLC (formerly known as MCW Oil Sands Recovery, LLC) 100% USA TMC Capital, LLC 100% USA Petrobloq LLC 100% USA The Company has an investment in Accord Energy GR, Inc. (“Accord”). Accord is regarded as an Associate. An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in the unaudited condensed consolidated financial statements using the equity method of accounting. Under the equity method, investment in associate is carried in the unaudited condensed consolidated statement of financial position at cost as adjusted for changes in the Company’s share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Company’s interest in that associate are not recognized. Additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payment on behalf of the associate. The Company has accounted for its investment in Accord on the equity basis since March 1, 2017. The Company had previously owned a controlling interest in Accord and the results were consolidated in the Company’s financial statements. However, subsequent cash contributions into Accord reduced the Company’s ownership to 44.7% as of March 1, 2017 and the results of Accord were deconsolidated from that date. |
Estimates | (c) Estimates The preparation of these unaudited condensed consolidated financial statements in accordance with US GAAP requires the Company to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates its estimates, including those related to recovery of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to the Company’s reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates include the following; ● the carrying and fair value of oil and gas properties and product and equipment inventories; ● the fair value of reporting units and the related assessment of goodwill for impairment, if applicable; ● the fair value of intangibles other than goodwill; ● income taxes ● legal and environmental risks and exposures; and ● general credit risks associated with receivables, if any. |
Foreign Currency Translation Adjustments | (d) Foreign Currency Translation Adjustments The Company’s reporting currency and the functional currency of all its operations is the U.S. dollar. Assets and liabilities of the Canadian parent company are translated to U.S. dollars using the applicable exchange rate as of the end of a reporting period. Income, expenses and cash flows are translated using an average exchange rate during the reporting period. Since the reporting currency as well as the functional currency of all entities is the U.S. Dollar there is no translation difference recorded. |
Revenue Recognition | (e) Revenue Recognition Impact of ASC 606 Adoption In January 2018, the Company adopted ASC 606 – Revenue from Contracts with Customers (ASC 606). Since the Company does not have any existing contracts, ASC 606 will be applied to all future contracts with customers. ASC 606 supersedes previous revenue recognition requirements in ASC 605 and includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration in exchange for those goods or services. The five steps are as follows: i. identify the contract with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to performance obligations in the contract; and v. recognize revenue as the performance obligation is satisfied. Revenue from hydrocarbon sales Revenue from hydrocarbon sales include the sale of hydrocarbon products and are recognized when production is sold to a purchaser at a fixed or determinable price, delivery to the customer has occurred, control has transferred and collectability of the revenue is probable. The Company’s performance obligations are satisfied at a point in time. This occurs when control is transferred to the purchaser upon delivery of contract specified production volumes at a specified point. The transaction price used to recognize revenue is a function of the contract billing terms. Revenue is invoiced, if required, upon delivery based on volumes at contractually based rates with payment typically received within 30 days after invoice date. Taxes assessed by governmental authorities on hydrocarbon sales, if any, are not included in such revenues, but are presented separately in the accompanying unaudited condensed consolidated comprehensive statements of loss. Transaction Price Allocated to Remaining Performance Obligations The Company does not anticipate entering into long-term supply contracts, rather it expects all contracts to be short-term in nature with a contract term of one year or less. The Company intends applying the practical expedient in ASC 606 exempting the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. For contracts with terms greater than one year, the Company will apply the practical expedient in ASC 606 exempting the disclosure of the transaction price allocated to remaining performance obligations if there is any variable consideration to be allocated entirely to a wholly unsatisfied performance obligation. The Company anticipates that the contracts it will enter into, each unit of product will typically represent a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Contract Balances The Company does not anticipate that it will receive cash relating to future performance obligations. However if such cash is received, the revenue will be deferred and recognized when all revenue recognition criteria are met. Disaggregation of Revenue The Company has limited revenues to date. Disaggregation of revenue disclosures can be found in note 21. Customers Due to the nature of the industry and the product the Company sells, the Company anticipates that it will have few customers which will make up the bulk of its revenues. |
General and administrative expenses | (f) General and administrative expenses General and administrative expenses is presented net of any working interest owners, if any, of the oil and gas properties owned or leased by the Company. |
Share-based payments | (g) Share-based payments The Company may grant share purchase options to directors, officers, employees and others providing similar services. The fair value of these share purchase options is measured at grant date using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. Share-based compensation expense is recognized on a straight-line basis over the period during which the options vest, with a corresponding increase in equity. The Company may also grant equity instruments to consultants and other parties in exchange for goods and services. Such instruments are measured at the fair value of the goods and services received on the date they are received and are recorded as share-based compensation expense with a corresponding increase in equity. If the fair value of the goods and services received are not reliably determinable, their fair value is measured by reference to the fair value of the equity instruments granted. |
Income taxes | (h) Income taxes The Company utilizes ASC 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes”. Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Accordingly, the Company would report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company elects to recognize any interest and penalties, if any, related to unrecognized tax benefits in tax expense. |
Net income (loss) per share | (i) Net income (loss) per share Basic net income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. Dilution is computed by applying the treasury stock method for share purchase options and share purchase warrants. Under this method, “in-the money” share purchase options and share purchase warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common shares at the average market price during the period. |
Cash and cash equivalents | (j) Cash and cash equivalents The Company considers all highly liquid investments with original contractual maturities of three months or less to be cash equivalents. |
Accounts receivable | (k) Accounts receivable The Company had minimal sales during the period of which all proceeds were collected therefore there are no accounts receivable balances. |
Oil and Gas Property and Equipment | (l) Oil and Gas Property and Equipment The Company follows the successful efforts method of accounting for its oil and gas properties. Exploration costs, such as exploratory geological and geophysical costs, and costs associated with delay rentals and exploration overhead are charged against earnings as incurred. Costs of successful exploratory efforts along with acquisition costs and the costs of development of surface mining sites are capitalized. Site development costs and are initially capitalized, or suspended, pending the determination of proved reserves. If proved reserves are found, site development costs remain capitalized as proved properties. Costs of unsuccessful site developments are charged to exploration expense. For site development costs that find reserves that cannot be classified as proved when development is completed, costs continue to be capitalized as suspended exploratory site development costs if there have been sufficient reserves found to justify completion as a producing site and sufficient progress is being made in assessing the reserves and the economic and operating viability of the project. If management determines that future appraisal development activities are unlikely to occur, associated suspended exploratory development costs are expensed. In some instances, this determination may take longer than one year. The Company reviews the status of all suspended exploratory site development costs quarterly. Capitalized costs of proved oil and gas properties are depleted by an equivalent unit-of-production method. Proved leasehold acquisition costs, less accumulated amortization, are depleted over total proved reserves, which includes proved undeveloped reserves. Capitalized costs of related equipment and facilities, including estimated asset retirement costs, net of estimated salvage values and less accumulated amortization are depreciated over proved developed reserves associated with those capitalized costs. Depletion is calculated by applying the DD&A rate (amortizable base divided by beginning of period proved reserves) to current period production. Costs associated with unproved properties are excluded from the depletion calculation until it is determined whether or not proven reserves can be assigned to such properties. The Company assesses its unproven properties for impairment annually, or more frequently if events or changes in circumstances dictate that the carrying value of those assets may not be recoverable. Proven properties will be assessed for impairment annually, or more frequently if events or changes in circumstances dictate that the carrying value of those assets may not be recoverable. Individual assets are grouped for impairment purposes based on a common operating location. If there is an indication the carrying amount of an asset may not be recovered, the asset is assessed for potential impairment by management through an established process. If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset, the carrying value is written down to estimated fair value. Because there is usually a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates believed to be consistent with those used by principal market participants or by comparable transactions. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. Gains or losses are recorded for sales or dispositions of oil and gas properties which constitute an entire common operating field or which result in a significant alteration of the common operating field’s DD&A rate. These gains and losses are classified as asset dispositions in the accompanying consolidated statements of earnings. Partial common operating field sales or dispositions deemed not to significantly alter the DD&A rates are generally accounted for as adjustments to capitalized costs with no gain or loss recognized. The company capitalizes interest costs incurred and attributable to material unproved oil and gas properties and major development projects of oil and gas properties. |
Other Property and Equipment | (m) Other Property and Equipment Depreciation and amortization of other property and equipment, including corporate and leasehold improvements, are provided using the straight-line method based on estimated useful lives ranging from three to ten years. Interest costs incurred and attributable to major corporate construction projects are also capitalized. |
Asset Retirement Obligations | (n) Asset Retirement Obligations The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets, such as producing sites when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The initial measurement of an asset retirement obligation is recorded as a liability at its fair value, with an offsetting asset retirement cost recorded as an increase to the associated property and equipment on the consolidated balance sheet. When the assumptions used to estimate a recorded asset retirement obligation change, a revision is recorded to both the asset retirement obligation and the asset retirement cost. The Company’s asset retirement obligations also include estimated environmental remediation costs which arise from normal operations and are associated with the retirement of such long-lived assets. The asset retirement cost is depreciated using a systematic and rational method similar to that used for the associated property and equipment. |
Commitments and Contingencies | (o) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. Expenditures related to such environmental matters are expensed or capitalized in accordance with the Company’s accounting policy for property and equipment. |
Fair value measurements | (p) Fair value measurements Certain of the Company’s assets and liabilities are measured at fair value at each reporting date. Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants. This price is commonly referred to as the “exit price.” Fair value measurements are classified according to a hierarchy that prioritizes the inputs underlying the valuation techniques. This hierarchy consists of three broad levels: ● Level 1 – Inputs consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority. When available, the Company measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. ● Level 2 – Inputs consist of quoted prices that are generally observable for the asset or liability. Common examples of Level 2 inputs include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in markets not considered to be active. ● Level 3 – Inputs are not observable from objective sources and have the lowest priority. The most common Level 3 fair value measurement is an internally developed cash flow model. |
Comparative amounts | (q) Comparative amounts The comparative amounts presented in these consolidated financial statements have been reclassified where necessary to conform to the presentation used in the current year. |
Recent accounting standards | (r) Recent accounting standards Issued Accounting Standards Not Yet Adopted The Company will evaluate the applicability of the following issued accounting standards and intends to adopt those which are applicable to its activities. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) Clarifying the Interaction between Topic 808 and Topic 606. A collaborative arrangement, as defined by the guidance in Topic 808, is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. Topic 808 does not provide comprehensive recognition or measurement guidance for collaborative arrangements, and the accounting for those arrangements is often based on an analogy to other accounting literature or an accounting policy election. The amendments in this Update provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606. The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements as follows: 1. Clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in Topic 606 should be applied, including recognition, measurement, presentation, and disclosure requirements. 2. Add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606 3. Require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. An entity may not adopt the amendments earlier than its adoption date of Topic 606. The amendments in this Update should be applied retrospectively to the date of initial application of Topic 606. An entity should recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings of the later of the earliest annual period presented and the annual period that includes the date of the entity’s initial application of Topic 606. An entity may elect to apply the amendments in this Update retrospectively either to all contracts or only to contracts that are not completed at the date of initial application of Topic 606. An entity should disclose its election. The impact of this ASU on the consolidated financial statements is not expected to be material. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of unaudited condensed consolidated financial statements | Entity % of Jurisdiction Petroteq Energy Inc. Parent Canada Petroteq Energy CA, Inc. 100% USA Petroteq Oil Recovery, LLC (formerly known as MCW Oil Sands Recovery, LLC) 100% USA TMC Capital, LLC 100% USA Petrobloq LLC 100% USA |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 9 Months Ended |
May 31, 2019 | |
Receivables [Abstract] | |
Schedule of trade and other receivables | May 31, 2019 August 31, 2018 Trade receivables 20,000 - Goods and services tax receivable $ 59,013 $ 59,013 Other receivables 70,000 345,000 $ 149,013 $ 404,013 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
May 31, 2019 | |
Disclosureof Note Receivable [Abstract] | |
Schedule of notes receivables | Principal due Principal due Maturity Date Interest Rate May 31, August 31, Private debtor March 15, 2020 5 % 76,000 76,000 Private debtor August 20, 2021 5 % 439,000 300,000 Private debtor August 20, 2021 5 % 1,195,223 - Interest accrued 43,778 5,550 $ 1,754,001 $ 381,150 |
Mineral Leases (Tables)
Mineral Leases (Tables) | 9 Months Ended |
May 31, 2019 | |
Mineral Leases [Abstract] | |
Schedule of mineral leases | TMC Mineral Lease POSR Mineral Lease PQE Mineral Lease Total Cost August 31, 2017 $ 11,091,388 $ - $ - $ 11,091,388 Additions - 19,755 - 19,755 August 31, 2018 11,091,388 19,755 - 11,111,143 Additions - - 10,800,000 10,800,000 May 31, 2019 $ 11,091,388 $ 19,755 $ 10,800,000 $ 21,911,143 Accumulated Amortization August 31, 2017 $ - $ - $ - $ - Additions - - - - August 31, 2018 - - - - Additions - - - - May 31, 2019 $ - $ - $ - $ - Carrying Amount August 31, 2017 $ 11,091,388 $ - $ - $ 11,091,388 August 31, 2018 $ 11,091,388 $ 19,755 $ - $ 11,111,143 May 31, 2019 $ 11,091,388 $ 19,755 $ 10,800,000 $ 21,911,143 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
May 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Oil Other Plant Total Cost August 31, 2017 $ 16,846,500 $ 315,967 $ 17,162,467 Additions 6,254,535 78,588 6,333,123 August 31, 2018 23,101,035 394,555 23,495,590 Additions 7,807,440 43,613 7,851,053 May 31, 2019 $ 30,908,475 $ 438,168 $ 31,346,643 Accumulated Amortization August 31, 2017 $ 2,148,214 $ 107,300 $ 2,255,514 Additions - 51,181 51,181 August 31, 2018 2,148,214 158,481 2,306,695 Additions - 54,316 54,316 May 31, 2019 $ 2,148,214 $ 212,797 $ 2,361,011 Carrying Amount August 31, 2017 $ 14,698,286 $ 208,667 $ 14,906,953 August 31, 2018 $ 20,952,821 $ 236,074 $ 21,188,895 May 31, 2019 $ 28,760,261 $ 225,371 $ 28,985,632 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
May 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible Assets | Oil Cost August 31, 2017 $ 809,869 Additions - August 31, 2018 809,869 Additions - May 31, 2019 $ 809,869 Accumulated Amortization August 31, 2017 $ 102,198 Additions - August 31, 2018 102,198 Additions - May 31, 2019 $ 102,198 Carrying Amounts August 31, 2017 $ 707,671 August 31, 2018 $ 707,671 May 31, 2019 $ 707,671 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal due Principal due Lender Maturity Date Interest Rate May 31, August 31, Private lenders December 2, 2018 10.00 % $ 200,000 $ 200,000 Private lenders May 1, 2019 5.00 % 557,501 632,512 Private lenders September 17, 2019 10.00 % 100,000 - Private lenders July 28, 2020 10.00 % - 120,900 Private lenders August 31, 2020 5.00 % - 70,900 Equipment loans April 20, 2020 – November 7, 2021 4.30 - 12.36 % 455,032 602,239 Total loans $ 1,312,533 $ 1,626,551 |
Schedule of long-term debt | May 31, August 31, Principal classified as repayable within one year $ 1,060,124 $ 1,027,569 Principal classified as repayable later than one year 252,409 598,982 $ 1,312,533 $ 1,626,551 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 9 Months Ended |
May 31, 2019 | |
Convertible Debentures Disclosure [Abstract] | |
Schedule of convertible debentures | Principal due Principal due Lender Maturity Date Interest Rate May 31, August 31, Alpha Capital Anstalt October 31, 2018 5.00 % $ - $ 56,500 Private lenders January 1, 2019 0.00 % - 201,904 GS Capital Partners May 1, 2019 12.00 % 143,750 - Calvary Fund I LP September 4, 2019 10.00 % 250,000 250,000 Calvary Fund I LP September 4, 2019 10.00 % 250,000 - SBI Investments LLC September 4, 2019 10.00 % 250,000 - Bay Private Equity, Inc. September 17, 2019 5.00 % 2,900,000 - Bay Private Equity, Inc October 15, 2019 5.00 % 2,400,000 - 6,193,750 508,404 Unamortized debt discount (936,190 ) - Total loans $ 5,257,560 $ 508,404 |
Schedule of classified as repayable convertible debentures | May 31, August 31, Principal classified as repayable within one year $ 5,257,560 $ 258,404 Principal classified as repayable later than one year - 250,000 $ 5,257,560 $ 508,404 |
Reclamation and Restoration P_2
Reclamation and Restoration Provisions (Tables) | 9 Months Ended |
May 31, 2019 | |
Reclamationand Restoration Provisions [Abstract] | |
Schedule of reclamation and restoration provisions | Oil Extraction Facility Site Restoration Total Balance at August 31, 2017 $ 364,140 $ 208,080 $ 572,220 Accretion expense 7,283 4,161 11,444 Balance at August 31, 2018 371,423 212,241 583,664 Accretion expense 5,571 3,184 8,755 Balance at May 31, 2019 $ 376,994 $ 215,425 $ 592,419 |
Share Purchase Options (Tables)
Share Purchase Options (Tables) | 9 Months Ended |
May 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule share purchase options outstanding and exercisable | Expiry Date Exercise Options Outstanding Options Exercisable February 1, 2026 CAD $5.85 33,333 33,333 November 30, 2027 CAD $2.27 1,425,000 1,425,000 June 5, 2028 CAD $1.00 8,350,000 3,400,000 9,808,333 4,858,333 Weighted average remaining contractual life 8.9 years 8.9 years Weighted average exercise price CAD $1.20 CAD $1.41 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
May 31, 2019 | |
Share Purchase Warrants [Abstract] | |
Schedule of share purchase warrants outstanding | Expiry Date Exercise Price Warrants Outstanding August 19, 2019 USD $7.50 66,665 September 4, 2019 USD $0.87 287,356 September 17, 2019 USD $1.10 750,000 October 12, 2019 USD $0.86 290,500 October 15, 2019 USD $ 0.86 290,500 November 5, 2019 CAD $28.35 25,327 January 25, 2020 USD $0.37 147,058 February 27, 2020 USD $0.37 135,135 March 9, 2020 USD $1.50 114,678 May 22, 2020 USD $0.28 678,571 May 22, 2020 USD $0.30 1,554,165 June 7, 2020 USD $0.525 1,190,476 June 14, 2020 USD $1.50 329,080 July 26, 2020 USD $1.50 1,637,160 August 28, 2020 USD $0.94 1,311,242 August 28, 2020 USD $1.00 246,913 August 28, 2020 USD $1.50 35,714 September 6, 2020 USD $1.01 925,925 October 11, 2020 USD $ 1.35 510,204 October 11, 2020 USD $1.50 10,204 November 7, 2020 USD $0.61 20,408 November 7, 2020 USD $0.66 300,000 November 8, 2020 USD $1.01 918,355 December 7, 2020 USD $0.67 185,185 December 7, 2020 USD $1.50 3,188,735 January 10, 2021 USD $1.50 1,437,557 January 11, 2021 USD $1.50 307,692 Mar 29, 2021 USD $0.465 1,481,481 April 8, 2021 CAD $4.73 57,756 May 22, 2021 USD $0.91 6,000,000 May 22, 2021 USD $0.30 1,133,333 May 22, 2021 USD $1.50 65,759 25,633,134 Weighted average remaining contractual life 1.45 years Weighted average exercise price USD $0.99 |
Schedule of assumptions in Black Scholes valuation model | Nine months ended May 31, 2019 Share price CAD $0.40 to CAD $1.55 Exercise price CAD $0.38 to CAD $2.01 Expected share price volatility 88% to 137% Risk-free interest rate 1.55% to 2.34% Expected term 1 to 2 years |
Diluted Loss Per Share (Tables)
Diluted Loss Per Share (Tables) | 9 Months Ended |
May 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of diluted loss per share as the results of the computation was anti-dilutive | Nine months Nine months Share purchase options 9,808,333 1,508,333 Share purchase warrants 25,633,134 7,034,531 Convertible securities 11,084,020 235,344 46,525,487 8,778,208 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
May 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of key management personnel and director compensation | Three months ended May 31, May 31, Salaries, fees and other benefits $ 162,114 $ 195,300 Share-based compensation 305,413 - $ 467,527 $ 195,300 Nine months ended May 31, May 31, Salaries, fees and other benefits $ 523,620 $ 484,800 Share-based compensation 916,239 2,505,647 $ 1,439,859 $ 2,990,447 |
Schedule of transactions with directors and officers | Name Description Amount Shares issued Aleksandr Blyumkin Directors fees $ 61,989 154,972 Gerald Bailey Directors fees 61,989 154,972 Travis Schneider Directors fees 18,841 47,102 Robert Dennewald Directors fees 61,989 154,972 David Sealock Directors fees 3,107 7,767 $ 207,915 519,785 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
May 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of oil extraction and processing segment | May 31, 2019 (in ’000s of dollars) Oil Mining operations Consolidated Additions to non-current assets $ 7,851 $ 10,800 $ 18,651 Reportable segment assets 37,291 19,655 56,946 Reportable segment liabilities $ 10,584 $ 169 $ 10,753 May 31, 2018 (in ’000s of dollars) Oil Mining operations Consolidated Additions to non-current assets $ 3,025 $ - $ 3,025 Reportable segment assets 22,959 9,047 32,006 Reportable segment liabilities $ 7,821 $ 169 $ 7,990 |
Schedule of segment operating results | May 31, 2019 (in ’000s of dollars) Oil Mining operations Consolidated External Revenues $ 59 $ - $ 59 Cost of Goods Sold 729 199 928 Gross Loss (670 ) (199 ) (869 ) Operating Expenses General and administrative 593 13 606 Travel and promotion 1,959 - 1,959 Professional fees 3,363 - 3,363 Legal fees 1,343 - 1,343 Research and development 113 - 113 Salaries and wages 1,043 - 1,043 Share-based compensation 916 - 916 Loss on settlement of liabilities 98 - 98 Loss on convertible debt 100 - 100 Interest expense 2,534 - 2,534 Equity loss 150 - 150 Other income (95 ) - (95 ) Depreciation and amortization 54 - 54 Net loss $ 12,841 $ 212 $ 13,053 May 31, 2018 (in ’000s of dollars) Oil Mining Consolidated External Revenues $ - $ - $ - Cost of Goods Sold 29 205 234 Gross Loss (29 ) (205 ) (234 ) Operating Expenses General and administrative 401 11 412 Travel and promotion 2,087 - 2,087 Professional fees 1,576 - 1,576 Legal fees 140 - 140 Salaries and wages 639 - 639 Share-based compensation 2,523 - 2,523 Gain on settlement of liabilities (216 ) - (216 ) Interest expense 323 - 323 Other income (51 ) - (51 ) Equity income from investment in Accord Energy - - - Depreciation and amortization 890 - 890 Net loss $ 8,341 $ 216 $ 8,557 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating expenses and property taxes | 2019 $ 33,615 2020 124,440 2021 101,220 2022 78,000 2023 $ 65,000 |
Management of Financial Risks (
Management of Financial Risks (Tables) | 9 Months Ended |
May 31, 2019 | |
Management Of Financial Risks [Abstract] | |
Schedule of contractual maturities of financial liabilities | At May 31, 2019 Contractual cash flows (in ’000s of dollars) Carrying Total 1 year or less 2 - 5 years More than 5 Accounts payable $ 2,058 $ 2,058 $ 2,058 $ - $ - Accrued liabilities 748 748 748 - - Convertible debenture 5,258 6,516 6,516 - - Long-term debt 1,313 1,516 1,236 280 - $ 9,377 $ 10,838 $ 10,558 $ 280 $ - At August 31, 2018 Contractual cash flows (in ’000s of dollars) Carrying Total 1 year or less 2 - 5 years More than 5 Accounts payable $ 1,102 $ 1,102 $ 1,102 $ - $ - Accrued liabilities 1,900 1,900 1,900 - - Convertible debenture 508 533 258 275 - Long-term debt 1,627 1,880 1,159 721 - $ 5,137 $ 5,415 $ 4,419 $ 996 $ - |
Reconciliation of Changes in _2
Reconciliation of Changes in Liabilities Arising from Financing Activities (Tables) | 9 Months Ended |
May 31, 2019 | |
Reconciliation Of Changes In Liabilities Arising From Financing Activities [Abstract] | |
Schedule of liablities arising from financing activities | For the nine months ended May 31, May 31, Balance, beginning of the period $ 2,134,955 $ 2,804,202 Changes from financing cash flows Proceeds from debt 517,000 1,328,056 Proceeds from convertible debt 5,618,750 5,200,171 Proceeds from officer loan - - Repayment of long-term loans (497,206 ) (947,720 ) Repayment of convertible loans (400,000 ) Advances from executive officers - 9,196 Effect of changes in foreign exchange rate (21,838 ) (23,277 ) Other changes Debt settled through share issuance (192,395 ) (4,392,171 ) Conversion of convertible debt (257,082 ) - Debt applied to notes receivable (120,900 ) Interest accrual - 2,160 Interest capitalized - 446,355 Value placed on warrants issued (557,407 ) - Value placed on beneficial conversion feature (621,166 ) - Gain on debt deposit - (50,982 ) Accretion of loan balance 967,382 56,500 Balance, end of the period $ 6,570,093 $ 4,432,490 |
Reconciliation of IFRS Disclo_2
Reconciliation of IFRS Disclosure to US GAAP Disclosure (Tables) | 9 Months Ended |
May 31, 2019 | |
Reconciliation Of Ifrs Disclosure To Us Gaap Disclosure [Abstract] | |
Schedule of main differences between IFRS and US GAAP | For the three months ended May 31, May 31, Net loss and comprehensive loss in accordance with IFRS $ 4,792,890 $ 3,178,839 Share-based compensation (248,912 ) - Debt issue costs (43,799 ) - Net loss and comprehensive loss in accordance with US GAAP $ 4,500,179 $ 3,178,839 For the nine months ended May 31, May 31, Net loss and comprehensive loss in accordance with IFRS $ 13,747,997 $ 8,557,082 Share-based compensation (746,736 ) - Debt issue costs 51,894 - Net loss and comprehensive loss in accordance with US GAAP $ 13,053,155 $ 8,557,082 |
Schedule of shareholders' equity | May 31, August 31, Total shareholders’ equity in accordance with IFRS $ 46,193,400 $ 32,929,400 Components of share capital in accordance with IFRS Share capital 100,109,913 77,870,606 Shares to be issued 1,068,000 996,401 Share option reserve 14,485,974 12,823,000 Share warrant reserve 6,246,032 3,207,915 121,909,919 94,897,922 Adjustment for: Share-based compensation (217,862 ) 528,874 Total share capital in accordance with US GAAP 121,692,057 95,426,796 Accumulated deficit in accordance with IFRS (75,716,519 ) (61,968,522 ) Adjustment for: Share-based compensation 217,862 - Debt issue costs (51,894 ) (528,874 ) Accumulated deficit in accordance with US GAAP (75,550,551 ) (62,497,396 ) Shareholders equity in accordance with US GAAP $ 46,141,506 $ 32,929,400 |
Supplemental Information on O_2
Supplemental Information on Oil And Gas Operations (Tables) | 9 Months Ended |
May 31, 2019 | |
Supplemental Information On Oil And Gas Operations [Abstract] | |
Schedule of hydrocarbon property acquisition and development expenses | (In US$ 000’s) Nine months ended Nine months ended Advanced royalty payments $ 300 $ 469 Mineral rights acquired 10,800 - Construction of oil extraction plant 7,851 3,025 $ 18,951 $ 3,494 |
Schedule of operating expenses related to plant maintenance | (In US$ 000’s) Nine months ended Nine months ended Plant maintenance expenses $ 729 $ - Advanced royalty payments 199 234 $ 928 $ 234 |
General Information (Details)
General Information (Details) - USD ($) | 1 Months Ended | ||||
Jan. 18, 2019 | Jul. 04, 2016 | May 31, 2019 | Jun. 03, 2018 | Mar. 31, 2017 | |
General Information (Details) [Line Items] | |||||
Equity ownership | 44.70% | 44.70% | |||
Additional share subscriptions | the Company acquired 57.3% of the issued and outstanding common shares of Accord which, due to additional share subscriptions in Accord by other shareholders since August 31, 2016, was reduced to 44.7% as of August 31, 2017. The investment in Accord has therefore been recorded using the equity method for the three and nine months ended May 31, 2019 and 2018, and for the years ended August 31, 2018 and 2017. | ||||
Operating leases | the Company paid a cash deposit of $1,800,000 for the acquisition of 50% of the operating rights under U.S. federal oil and gas leases, administered by the U.S. Department of Interior’s Bureau of Land Management (“BLM”) covering approximately 5,960 gross acres (2,980 net acres) within the State of Utah. | ||||
Cash deposit (in Dollars) | $ 10,800,000 | ||||
Issued shares value (in Dollars) | $ 1,800,000 | ||||
Issuance of shares (in Shares) | 15,000,000 | ||||
Issue price (in Dollars per share) | $ 0.60 | ||||
Business Acquisition [Member] | |||||
General Information (Details) [Line Items] | |||||
Interest acquisition percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
May 31, 2019 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Equity owned, percentage | 44.70% | 44.70% |
Unrecognized tax benefits, percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements | 9 Months Ended |
May 31, 2019 | |
Petroteq Energy Inc [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements [Line Items] | |
% of ownership, Parent | Parent |
Jurisdiction | Canada |
Petroteq Energy CA Inc [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements [Line Items] | |
Jurisdiction | USA |
% of Ownership | 100.00% |
Petroteq Oil Recovery, LLC mineral lease [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements [Line Items] | |
Jurisdiction | USA |
% of Ownership | 100.00% |
TMC Capital LLC [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements [Line Items] | |
Jurisdiction | USA |
% of Ownership | 100.00% |
Petrobloq LLC [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of unaudited condensed consolidated financial statements [Line Items] | |
Jurisdiction | USA |
% of Ownership | 100.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (75,550,551) | $ (62,497,396) |
Working capital deficit | $ 7,584,498 | $ 374,567 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - Schedule of trade and other receivables - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Schedule of trade and other receivables [Abstract] | ||
Trade receivables | $ 20,000 | |
Goods and services tax receivable | 59,013 | 59,013 |
Other receivables | 70,000 | 345,000 |
Trade and other receivables | $ 149,013 | $ 404,013 |
Notes Receivable (Details) - Sc
Notes Receivable (Details) - Schedule of notes receivables - USD ($) | Oct. 04, 2018 | Jul. 03, 2018 | Oct. 30, 2018 | May 31, 2019 | Aug. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest Rate | 10.00% | 10.00% | 0.00% | 5.00% | |
Principal due | $ 1,754,001 | $ 381,150 | |||
Private debtor [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Maturity Date | Mar. 15, 2020 | ||||
Interest Rate | 5.00% | ||||
Principal due | $ 76,000 | 76,000 | |||
Private debtor One [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Maturity Date | Aug. 20, 2021 | ||||
Interest Rate | 5.00% | ||||
Principal due | $ 439,000 | 300,000 | |||
Private debtor Two [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Maturity Date | Aug. 20, 2021 | ||||
Interest Rate | 5.00% | ||||
Principal due | $ 1,195,223 | ||||
Interest accrued [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Principal due | $ 43,778 | $ 5,550 |
Ore Inventory (Details)
Ore Inventory (Details) - USD ($) | 1 Months Ended | ||
Jun. 01, 2015 | May 31, 2019 | Aug. 31, 2018 | |
Ore Inventory (Details) [Line Items] | |||
Ore inventory | $ 270,000 | $ 122,242 | |
TMC Capital LLC [Member] | |||
Ore Inventory (Details) [Line Items] | |||
Equity ownership interest rate, percentage | 100.00% |
Advanced Royalty Payments (Deta
Advanced Royalty Payments (Details) - USD ($) | Jul. 02, 2019 | Mar. 12, 2016 | Oct. 01, 2015 | Mar. 21, 2018 | May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2015 |
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance pay royalties | $ 8,755 | $ 11,444 | |||||
Blackrock Petroleum Inc [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance royalties received | $ 170,000 | ||||||
Asphalt Ridge Inc [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance royalty payments | 300,000 | ||||||
Mineral, description | By December 31, 2019, 80% of an ADQ of 1,000 barrels per day; ●By December 31, 2020, 80% of an ADQ of 2,000 barrels per day; ●By December 31, 2022, and for the remainder of the lease, 80% of an ADQ of 3,000 barrels per day. | ||||||
Paid advance royalties | 2,190,336 | $ 1,890,336 | |||||
Pay royalties | 1,290,036 | ||||||
Advance pay royalties | 198,786 | ||||||
Asphalt Ridge Inc [Member] | October 1, 2015 to September 30, 2017 [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance royalty payments | $ 60,000 | $ 60,000 | $ 100,000 | ||||
Asphalt Ridge Inc [Member] | October 1, 2017 to June 30, 2020 [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance royalty payments | 100,000 | 100,000 | |||||
Asphalt Ridge Inc [Member] | Quarter thereafter [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Advance royalty payments | $ 150,000 | $ 150,000 | $ 150,000 | ||||
Asphalt Ridge Inc [Member] | Minimum [Member] | |||||||
Advanced Royalty Payments (Details) [Line Items] | |||||||
Paid advance royalties | $ 417,383 |
Mineral Leases (Details)
Mineral Leases (Details) | 1 Months Ended | |||
Jul. 22, 2019 | Apr. 30, 2019 | Jun. 02, 2018 | Jun. 02, 2015 | |
Mineral Leases (Details) [Line Items] | ||||
Mineral lease, description | The primary term of the TMC Mineral Lease was from July 1, 2013 to July 1, 2018. During the primary term, the Company was required to meet certain requirements for oil production. After July 1, 2018, the TMC Mineral Lease would remain in effect as long as certain requirements for oil production continue to be met by the Company. If the Company failed to meet these requirements, the Lease would automatically terminate 90 days after the calendar year in which the requirements were not met. In addition, the Company was required to make certain advance royalty payments to the lessor (Note 7(a)). The TMC Mineral Lease was subject to a 10% royalty for the first three years and varying percentages thereafter based on the price of oil. An additional 1.6% royalty is payable to the previous lessees of the TMC Mineral Lease. The TMC Mineral Lease also required the Company to make minimum expenditures on the property of $1,000,000 for the first three years, increasing to $2,000,000 for the next three years. | |||
Properties lease agreement, description | (i)Termination will be automatic if TMC fails to obtain (a) by December 31, 2019, a written financial commitment to fund a second processing facility (or a facility expansion) that will increase the Company’s processing capacity by an additional 1,000 barrels per day (achieving an aggregate capacity of 2,000 barrels per day), and (b) by December 31, 2021, a written financial commitment to fund a third processing facility (or facility expansion) that will increase the Company’s processing capacity by an additional 1,000 barrels per day (achieving an aggregate capacity of 3,000 barrels per day). The Company expects that the cost of constructing each of the two additional processing facilities (or any expansion) will range between $10 million and $12 million, which the Company intends to fund from revenue derived from operations or from third party funding sources. (ii)Cessation of operations or inadequate production due to increased operating costs or decreased marketability and if production is not restored to 80% of capacity within three months of any such cessation will cause a termination. (iii)Cessation of operations for longer than 180 days during any lease year or 600 days in any three consecutive years will cause a termination. (iv)From and after July 1, 2023, a failure of PQE’s processing facility to produce a minimum of 80% of a rated capacity of 3,000 barrels per day during a period of at least 180 calendar days during any lease year, the Lease may be terminated by the lessor. (v)TMC may surrender the lease with 30 days written notice. (vi)In the event of a breach of the material terms of the lease, the lessor will inform TMC in writing and TMC will have 30 days to cure any monetary breach and 150 days to cure any non-monetary breach. | |||
Terms of advance royalties, description | (i)From July 1, 2018 to June 30, 2020, minimum payments of $100,000 per quarter. (ii)From July 1, 2020, minimum payments of $150,000 per quarter. (iii)Minimum payments commencing on July 1, 2020 will be adjusted for CPI inflation. Production royalties payable are amended to 8% of the gross sales revenue, subject to certain adjustments up until June 30, 2020. After that date, royalties will be calculated on a sliding scale based on crude oil prices ranging from 8% to 16% of gross sales revenues, subject to certain adjustments. | |||
Petroteq Oil Recovery, LLC mineral lease [Member] | ||||
Mineral Leases (Details) [Line Items] | ||||
Mineral lease, description | The SITLA Leases have a primary term of ten (10) years, and will remain in effect thereafter for as long as (a) bituminous sands are produced in paying quantities, or (b) POSR is otherwise engaged in diligent operations, exploration or development activity and certain other conditions are satisfied. Generally, the term of the SITLA Leases may not be extended beyond the twentieth year of their effective dates except by production in paying quantities. An annual minimum royalty of $10 per acre must be paid during the first ten years of the SITLA Leases; from and after the 11th year of the leases, the annual minimum royalty may be adjusted by the lessor based on certain “readjustment” provisions in the SITLA Leases. Annual minimum royalties paid in any lease year may be credited against production royalties accruing in the same year. The SITLA Leases provide that POSR must pay: (i) an annual rent equal to the greater of $1 per acre or a fixed sum of $500 (without regard to acreage); and (ii) a production royalty of 8% of the market price received for products produced from the leases at the point of first sale, less reasonable actual costs of transportation to the point of first sale. After the tenth year of the leases, the lessor may increase the royalty rate by as much as one percent (1%) per year up to a maximum of 12.5%, subject to a proviso that production royalties under the leases shall never be less than $3.00/bbl during the term of the leases). As the sole lessee under the SITLA Leases, POSR owns 100% of the working interests under the leases, subject to payment of annual rentals, advance annual minimum royalties, and production royalties. | |||
BLM Leases [Member] | ||||
Mineral Leases (Details) [Line Items] | ||||
Mineral lease, description | TMC acquired an undivided 50% of the operating rights and interests relating to oil sands under certain U.S. federal oil and gas leases encompassing approximately 8,480 gross acres (4,240 net acres, less royalty) located in P.R. Springs and the Tar Sands Triangle regions in the State of Utah (the “BLM Leases”), consisting of the right to explore for and produce oil from oil sands formations and deposits from the surface down to a subsurface depth of 1,000 feet, for gross proceeds of $10,800,000 of which $1,800,000 was paid in cash and the remaining $9,000,000 was settled by the issue of 15,000,000 common shares at $0.40 per share. The operating rights assigned and transferred to TMC under certain of the BLM Leases also grant to TMC the right, subject to similar depth limitation, to explore for and produce oil and gas from conventional sources. Each of the BLM Leases includes lands that are located within a “Special Tar Sands Area” or “STSA”, a geographic area that has been designated by the (U.S.) Department of Interior as containing substantial deposits of oil sands. Under the BLM Leases, production royalties are governed by BLM regulations and are payable to the U.S. Department of Interior at the rate of 12.5% of the amount or value of the production removed and sold. The interests acquired by TMC under the BLM Leases are also subject to a 6.25% overriding royalty reserved by predecessors-in-title. | |||
BLM Leases [Member] | Subsequent Event [Member] | ||||
Mineral Leases (Details) [Line Items] | ||||
Mineral lease, description | the Company closed its acquisition of its previously announced agreement for the acquisition of the remaining 50% of the operating rights and interests relating to the BLM Leases. The total consideration payable for the acquisition will be $13 million, with $1 million payable in cash and $12 million payable in shares, namely 30 million common shares of the Company, at a deemed value of $0.40 per share. |
Mineral Leases (Details) - Sche
Mineral Leases (Details) - Schedule of mineral leases - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Cost | |||
Beginning balance, cost | $ 11,111,143 | $ 11,091,388 | |
Additions, cost | 10,800,000 | 19,755 | |
Ending balance, cost | 21,911,143 | 11,111,143 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | |||
Additions. accumulated amortization | |||
Ending balance, accumulated amortization | |||
Carrying Amount | |||
Balance, carrying amount | 21,911,143 | 11,111,143 | $ 11,091,388 |
TMC Mineral Lease [Member] | |||
Cost | |||
Beginning balance, cost | 11,091,388 | 11,091,388 | |
Additions, cost | |||
Ending balance, cost | 11,091,388 | 11,091,388 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | |||
Additions. accumulated amortization | |||
Ending balance, accumulated amortization | |||
Carrying Amount | |||
Balance, carrying amount | 11,091,388 | 11,091,388 | 11,091,388 |
POSR Mineral Lease [Member] | |||
Cost | |||
Beginning balance, cost | 19,755 | ||
Additions, cost | 19,755 | ||
Ending balance, cost | 19,755 | 19,755 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | |||
Additions. accumulated amortization | |||
Ending balance, accumulated amortization | |||
Carrying Amount | |||
Balance, carrying amount | 19,755 | 19,755 | |
PQE Mineral Lease [Member] | |||
Cost | |||
Beginning balance, cost | |||
Additions, cost | 10,800,000 | ||
Ending balance, cost | 10,800,000 | ||
Accumulated Amortization | |||
Beginning balance, accumulated amortization | |||
Additions. accumulated amortization | |||
Ending balance, accumulated amortization | |||
Carrying Amount | |||
Balance, carrying amount | $ 10,800,000 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized borrowing costs | $ 18,666 | ||
Total capitalized borrowing costs | $ 2,230,746 | $ 2,230,746 | |
Planned expansion, description | As a result of the relocation of the plant and the planned expansion of the plant’s production capacity to 1,000 barrels per day, and subsequently to an additional 3,000 barrels per day, the Company reevaluated the depreciation policy of the oil extraction plant and the oil extraction technologies (see Note 10(a)) and determined that depreciation should be recorded on the basis of the expected production of the completed plant at various capacities. | the Company began the dismantling and relocating the oil extraction facility to its TMC Mineral Lease facility to improve production and logistical efficiencies whilst continuing its project to increase production capacity to a minimum capacity of 1,000 barrels per day. The plant has been relocated to the TMC mining site and expansion of the plant to production of 1,000 barrels per day has been substantially completed. |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Cost | |||
Beginning balance, cost | $ 23,495,590 | $ 17,162,467 | |
Additions | 7,851,053 | 6,333,123 | |
Ending balance, cost | 31,346,643 | 23,495,590 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | 2,306,695 | 2,255,514 | |
Additions, accumulated amortization | 54,316 | 51,181 | |
Ending balance, accumulated amortization | 2,361,011 | 2,306,695 | |
Carrying Amount | |||
Balance, carrying amount | 28,985,632 | 21,188,895 | $ 14,906,953 |
Oil Extraction Plant [Member] | |||
Cost | |||
Beginning balance, cost | 23,101,035 | 16,846,500 | |
Additions | 7,807,440 | 6,254,535 | |
Ending balance, cost | 30,908,475 | 23,101,035 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | 2,148,214 | 2,148,214 | |
Additions, accumulated amortization | |||
Ending balance, accumulated amortization | 2,148,214 | 2,148,214 | |
Carrying Amount | |||
Balance, carrying amount | 28,760,261 | 20,952,821 | 14,698,286 |
Other Plant and Equipment [Member] | |||
Cost | |||
Beginning balance, cost | 394,555 | 315,967 | |
Additions | 43,613 | 78,588 | |
Ending balance, cost | 438,168 | 394,555 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | 158,481 | 107,300 | |
Additions, accumulated amortization | 54,316 | 51,181 | |
Ending balance, accumulated amortization | 212,797 | 158,481 | |
Carrying Amount | |||
Balance, carrying amount | $ 225,371 | $ 236,074 | $ 208,667 |
Intangible Assets (Details)
Intangible Assets (Details) | 9 Months Ended |
May 31, 2019 | |
Oil Extraction Technology [Member] | |
Intangible Assets (Details) [Line Items] | |
Increase in capacity plant, description | the Company has substantially completed the increase in capacity of the plant to 1,000 barrels during fiscal 2018, and expects to further expand the capacity to an additional 3,000 daily, it determined that a more appropriate basis for the amortization of the technology is the units of production at the plant after commercial production resumes. No amortization of the technology was recorded during the three and nine months ended May 31, 2019 and for the 2018 fiscal year. |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible Assets - Oil Extraction Technology [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Cost | |||
Beginning balance, cost | $ 809,869 | $ 809,869 | |
Additions | |||
Ending balance, cost | 809,869 | 809,869 | |
Accumulated Amortization | |||
Beginning balance, accumulated amortization | 102,198 | 102,198 | |
Additions, accumulated amortization | |||
Ending balance, accumulated amortization | 102,198 | 102,198 | |
Carrying Amounts | |||
Balance, carrying amount | $ 707,671 | $ 707,671 | $ 707,671 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 03, 2018 | Oct. 04, 2018 | Jul. 03, 2018 | May 07, 2018 | Oct. 10, 2014 | Oct. 30, 2018 | May 31, 2019 |
Debt (Details) [Line Items] | |||||||
Advance from related party | $ 200,000 | $ 350,000 | |||||
Interest rate | 10.00% | 10.00% | 0.00% | 5.00% | |||
Principal outstanding | $ 150,000 | ||||||
Debenture line of credit commitment shares (in Shares) | 9,500,000 | ||||||
Common stock shares (in Shares) | 145,788 | 363,073 | |||||
price per share (in Dollars per share) | $ 0.30 | ||||||
Outstanding liability | $ 70,900 | ||||||
Interest thereon | $ 27,130 | ||||||
Initial repayment | $ 132,200 | ||||||
Instalments payment | $ 15,571 | ||||||
Bay Private Equity [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Advance from related party | $ 100,000 | ||||||
Interest rate | 10.00% | ||||||
Debenture line of credit commitment shares (in Shares) | 950,000 | ||||||
Finder's fee to third party shares (in Shares) | 300,000 | ||||||
Private lenders [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Advance from related party | $ 1,195,123 | ||||||
Long term debt, description | the Company issued two secured debentures for an aggregate principal amount of CAD $1,100,000 to two private lenders. The debentures bear interest at a rate of 12% per annum, maturing on October 15, 2017 and are secured by all of the assets of the Company. In addition, the Company issued common share purchase warrants to acquire an aggregate of 16,667 common shares of the Company. On September 22, 2016, the two secured debentures were amended to extend the maturity date to January 31, 2017. The terms of these debentures were renegotiated with the debenture holders to allow for the conversion of the secured debentures into common shares of the Company at a rate of CAD $4.50 per common share and to increase the interest rate, starting June 1, 2016, to 15% per annum. On January 31, 2017, the two secured debentures were amended to extend the maturity date to July 31, 2017. Additional transaction costs and penalties incurred for the loan modifications amounted to $223,510. On February 9, 2018, the two secured debentures were renegotiated with the debenture holders to extend the loan to May 1, 2019. A portion of the debenture amounting to CAD $628,585 was amended to be convertible into common shares of the Company, of which, CAD $365,000 have been converted on May 1, 2018. The remaining convertible portion is interest free and was to be converted from August 1, 2018 to January 1, 2019. The remaining non-convertible portion of the debenture was to be paid off in 12 equal monthly instalments beginning May 1, 2018. On September 11, 2018, the remaining convertible portion of the debenture was converted into common shares of the Company and a portion of the non-convertible portion of the debenture was settled through the issue of 316,223 common shares of the Company | ||||||
Equipment loans [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate | 12.36% | ||||||
Negotiable promissory note | $ 660,959 | ||||||
Minimum [Member] | Equipment loans [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate | 4.30% | ||||||
Maximum [Member] | Equipment loans [Member] | |||||||
Debt (Details) [Line Items] | |||||||
Interest rate | 4.90% |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt - USD ($) | 9 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | |
Debt (Details) - Schedule of debt [Line Items] | ||
Interest Rate | 5.00% | |
Principal due, Total loans | $ 1,312,533 | $ 1,626,551 |
Private lenders [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Maturity Date | Dec. 2, 2018 | |
Interest Rate | 10.00% | |
Principal due, Total loans | $ 200,000 | 200,000 |
Private lenders one [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Maturity Date | May 1, 2019 | |
Interest Rate | 5.00% | |
Principal due, Total loans | $ 557,501 | 632,512 |
Private lenders two [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Maturity Date | Sep. 17, 2019 | |
Interest Rate | 10.00% | |
Principal due, Total loans | $ 100,000 | |
Private lenders three [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Maturity Date | Jul. 28, 2020 | |
Interest Rate | 10.00% | |
Principal due, Total loans | 120,900 | |
Private lenders four [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Maturity Date | Aug. 31, 2020 | |
Interest Rate | 5.00% | |
Principal due, Total loans | 70,900 | |
Equipment loans [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Principal due, Total loans | $ 455,032 | $ 602,239 |
Maturity Date | April 20, 2020 - November 7, 2021 | |
Minimum [Member] | Equipment loans [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Interest Rate | 4.30% | |
Maximum [Member] | Equipment loans [Member] | ||
Debt (Details) - Schedule of debt [Line Items] | ||
Interest Rate | 12.36% |
Debt (Details) - Schedule of lo
Debt (Details) - Schedule of long-term debt - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,312,533 | $ 1,626,551 |
Principal classified as repayable within one year [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,060,124 | 1,027,569 |
Principal classified as repayable later than one year [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 252,409 | $ 598,982 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Dec. 03, 2018 | Oct. 15, 2018 | Oct. 12, 2018 | Sep. 11, 2018 | Jan. 16, 2019 | Dec. 31, 2018 | Sep. 17, 2018 | Jul. 11, 2018 | May 22, 2018 | May 31, 2019 | Aug. 31, 2018 | Oct. 19, 2019 | Sep. 04, 2019 | Jan. 23, 2019 | Sep. 04, 2018 |
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Convertible secured note (in Dollars) | $ 565,000 | ||||||||||||||
Debt instrument interest rate effective percentage | 5.00% | ||||||||||||||
Maturity date | Oct. 31, 2018 | ||||||||||||||
Conversion price | $ 0.29 | ||||||||||||||
Exercise price | $ 0.315 | ||||||||||||||
Principal amount (in Dollars) | $ 508,500 | ||||||||||||||
Convertible shares (in Shares) | 1,753,447 | ||||||||||||||
Exercise shares (in Shares) | 1,753,447 | ||||||||||||||
Warrants to purchase (in Shares) | 1,753,447 | ||||||||||||||
Remaining amount (in Dollars) | $ 56,500 | ||||||||||||||
Accrued interest (in Dollars) | $ 13,479 | ||||||||||||||
Common shares issue (in Shares) | 145,788 | 363,073 | |||||||||||||
Description of convertible debenture | $2,979,980 | ||||||||||||||
Private Lenders [Member] | |||||||||||||||
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Common shares issue (in Shares) | 316,223 | ||||||||||||||
GS Capital Partners [Member] | |||||||||||||||
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Convertible secured note (in Dollars) | $ 143,750 | ||||||||||||||
Debt instrument interest rate effective percentage | 10.00% | ||||||||||||||
Maturity date | Apr. 29, 2019 | ||||||||||||||
Conversion price | $ 0.48 | $ 0.48 | |||||||||||||
Principal amount (in Dollars) | $ 18,750 | ||||||||||||||
Convertible shares (in Shares) | 260,416 | 260,416 | |||||||||||||
Original issue discount percent | 15.00% | ||||||||||||||
Calvary Fund I LP [Member] | |||||||||||||||
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Debt instrument interest rate effective percentage | 10.00% | 10.00% | |||||||||||||
Maturity date | Sep. 4, 2019 | ||||||||||||||
Conversion price | $ 0.86 | $ 0.87 | $ 0.87 | ||||||||||||
Exercise price | $ 0.86 | ||||||||||||||
Principal amount (in Dollars) | $ 250,000 | ||||||||||||||
Convertible shares (in Shares) | 1,162 | ||||||||||||||
Description of convertible debenture | the Company issued 250 one year units for proceeds of $250,000, each unit consisting of a $1,000 principal convertible unsecured debenture | The units consist of 250 units of $1,000 convertible debenture and 1,149,424 commons share purchase warrants. | |||||||||||||
SBI Investments, LLC [Member] | |||||||||||||||
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Debt instrument interest rate effective percentage | 10.00% | ||||||||||||||
Conversion price | $ 0.86 | ||||||||||||||
Exercise price | $ 0.86 | ||||||||||||||
Convertible shares (in Shares) | 1,162 | ||||||||||||||
Description of convertible debenture | the Company entered into an agreement with SBI Investments LLC whereby the Company issued 250 one year units for proceeds of $250,000, each debenture consisting of a $1,000 principal convertible unsecured debenture | ||||||||||||||
Bay Private Equity, Inc. [Member] | |||||||||||||||
Convertible Debentures (Details) [Line Items] | |||||||||||||||
Convertible secured note (in Dollars) | $ 3,300,000 | $ 1,100,000 | |||||||||||||
Debt instrument interest rate effective percentage | 5.00% | 5.00% | |||||||||||||
Conversion price | $ 0.40 | $ 1 | |||||||||||||
Exercise price | $ 1.10 | ||||||||||||||
Principal amount (in Dollars) | $ 400,000 | $ 400,000 | |||||||||||||
Convertible shares (in Shares) | 5,000,000 | 250,000 | |||||||||||||
Description of convertible debenture | the Company issued a convertible debenture of $2,400,000, including an original issue discount of $400,000, to Bay for net proceeds of $2,000,000 related to this agreement. | the Company issued 3 one year convertible units of $1,100,000 each to Bay Private Equity, Inc. (“Bay”) for net proceeds of $2,979,980 related to this agreement. |
Convertible Debentures (Detai_2
Convertible Debentures (Details) - Schedule of convertible debentures - USD ($) | 9 Months Ended | |
May 31, 2019 | Aug. 31, 2018 | |
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Interest Rate | 5.00% | |
Principal due Total | $ 6,193,750 | $ 508,404 |
Unamortized debt discount | (936,190) | |
Total loans | $ 5,257,560 | 508,404 |
Alpha Capital Anstalt [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Oct. 31, 2018 | |
Interest Rate | 5.00% | |
Principal due Total | 56,500 | |
Private lenders [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Jan. 1, 2019 | |
Interest Rate | 0.00% | |
Principal due Total | 201,904 | |
GS Capital Partners [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | May 1, 2019 | |
Interest Rate | 12.00% | |
Principal due Total | $ 143,750 | |
Calvary Fund I LP [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Sep. 4, 2019 | |
Interest Rate | 10.00% | |
Principal due Total | $ 250,000 | 250,000 |
Calvary Fund I LP One [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Sep. 4, 2019 | |
Interest Rate | 10.00% | |
Principal due Total | $ 250,000 | |
SBI Investments LLC [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Sep. 4, 2019 | |
Interest Rate | 10.00% | |
Principal due Total | $ 250,000 | |
Bay Private Equity, Inc. [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Sep. 17, 2019 | |
Interest Rate | 5.00% | |
Principal due Total | $ 2,900,000 | |
Bay Private Equity, Inc [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Maturity Date | Oct. 15, 2019 | |
Interest Rate | 5.00% | |
Principal due Total | $ 2,400,000 |
Convertible Debentures (Detai_3
Convertible Debentures (Details) - Schedule of classified as repayable convertible debentures - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Convertible Debentures (Details) - Schedule of classified as repayable convertible debentures [Line Items] | ||
Total | $ 5,257,560 | $ 508,404 |
Principal classified as repayable within one year [Member] | ||
Convertible Debentures (Details) - Schedule of classified as repayable convertible debentures [Line Items] | ||
Total | 5,257,560 | 258,404 |
Principal classified as repayable later than one year [Member] | ||
Convertible Debentures (Details) - Schedule of classified as repayable convertible debentures [Line Items] | ||
Total | $ 250,000 |
Reclamation and Restoration P_3
Reclamation and Restoration Provisions (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 31, 2019 | Aug. 31, 2015 | Aug. 31, 2018 | |
Reclamation and Restoration Provisions (Details) [Line Items] | |||
Oil extraction plant lease term | 25 years | ||
Provision for dismantling facility (in Dollars) | $ 350,000 | ||
Discount rate for provision | 2.00% | 2.00% | |
Site Restoration [Member] | |||
Reclamation and Restoration Provisions (Details) [Line Items] | |||
Discount rate for provision | 2.00% | 2.00% | |
Lease term for restore contaminated and disturbed land | 25 years | ||
Provision for rehabilitation and restoration costs (in Dollars) | $ 200,000 |
Reclamation and Restoration P_4
Reclamation and Restoration Provisions (Details) - Schedule of reclamation and restoration provisions - USD ($) | 9 Months Ended | 12 Months Ended |
May 31, 2019 | Aug. 31, 2018 | |
Reclamation and Restoration Provisions (Details) - Schedule of reclamation and restoration provisions [Line Items] | ||
Beginning Balance | $ 583,664 | $ 572,220 |
Accretion expense | 8,755 | 11,444 |
Ending Balance | 592,419 | 583,664 |
Oil Extraction Facility [Member] | ||
Reclamation and Restoration Provisions (Details) - Schedule of reclamation and restoration provisions [Line Items] | ||
Beginning Balance | 371,423 | 364,140 |
Accretion expense | 5,571 | 7,283 |
Ending Balance | 376,994 | 371,423 |
Site Restoration [Member] | ||
Reclamation and Restoration Provisions (Details) - Schedule of reclamation and restoration provisions [Line Items] | ||
Beginning Balance | 212,241 | 208,080 |
Accretion expense | 3,184 | 4,161 |
Ending Balance | $ 215,425 | $ 212,241 |
Share Capital (Details)
Share Capital (Details) - USD ($) | Apr. 02, 2019 | Mar. 11, 2019 | Jan. 11, 2019 | Jan. 10, 2019 | Dec. 07, 2018 | Dec. 03, 2018 | Nov. 07, 2018 | Oct. 11, 2018 | Sep. 07, 2018 | May 22, 2019 | Mar. 29, 2019 | Feb. 27, 2019 | Jan. 25, 2019 | Sep. 28, 2018 | Apr. 02, 2019 | May 31, 2019 |
Share Capital (Details) [Line Items] | ||||||||||||||||
Common Stock, shares issued | 131,797,097 | |||||||||||||||
Common Stock, shares outstanding | 131,797,097 | |||||||||||||||
Issued value as settlement of company debt (in Dollars) | $ 2,368,562 | |||||||||||||||
Issued shares for professional services | 1,375,000 | |||||||||||||||
Issued value for professional services (in Dollars) | $ 1,354,861 | |||||||||||||||
Issued shares for convertible debt raise fees | 1,250,000 | |||||||||||||||
BLM Leases [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 15,000,000 | 15,000,000 | ||||||||||||||
Issuance of common stock, value (in Dollars) | $ 9,000,000 | |||||||||||||||
Several investors [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issued shares as settlement of company debt | 5,216,034 | |||||||||||||||
Investor [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 1,234,567 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 1,000,000 | |||||||||||||||
Warrant exercisable, description | Each unit consists of one share of common stock and three quarters of a share purchase warrant for a total warrant exercisable over 925,925 shares of common stock. | |||||||||||||||
Two private investors [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issued shares as settlement of company debt | 316,223 | |||||||||||||||
Issued value as settlement of company debt (in Dollars) | $ 255,078 | |||||||||||||||
Investor One [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 81,229 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 79,605 | |||||||||||||||
Issuance of common stock for additional, shares | 752,040 | |||||||||||||||
Issuance of common stock for additional, value (in Dollars) | $ 737,000 | |||||||||||||||
Investor Two [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 320,408 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 169,000 | |||||||||||||||
Private Investor [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issued shares as settlement of company debt | 145,788 | |||||||||||||||
Issued value as settlement of company debt (in Dollars) | $ 56,500 | |||||||||||||||
Interest (in Dollars) | $ 13,479 | |||||||||||||||
Investor Three [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 3,868,970 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 2,190,200 | |||||||||||||||
Investor Three [Member] | Subscription Agreements [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Warrant exercisable, description | Certain of the subscription agreements were unit agreements, whereby warrants exercisable over 3,373,920 shares of common stock were issued to investors at exercise prices ranging from $0.67 to $1.50 per share. | |||||||||||||||
Investor Four [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 1,190,476 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 500,000 | |||||||||||||||
Warrant exercisable, description | each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.525 per share. | |||||||||||||||
Investor Five [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 1,522,080 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 645,100 | |||||||||||||||
Investor Five [Member] | Subscription Agreements [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Warrant exercisable, description | Certain of the subscription agreements were unit agreements, whereby warrants exercisable over 1,437,557 shares of common stock were issued to investors at an exercise price of $1.50 per share. | |||||||||||||||
Investor Six [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 307,692 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 200,000 | |||||||||||||||
Warrant exercisable, description | each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $1.50 per share. | |||||||||||||||
Investor Seven [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 147,058 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 50,000 | |||||||||||||||
Warrant exercisable, description | each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.37 per share. | |||||||||||||||
Investor Eight [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 7,242,424 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 2,390,000 | |||||||||||||||
Investor Nine [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 135,135 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 50,000 | |||||||||||||||
Warrant exercisable, description | each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.37 per share. | |||||||||||||||
Investor Ten [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Shares cancelled | 18,518 | |||||||||||||||
Subscription proceeds (in Dollars) | $ 10,000 | |||||||||||||||
Investor Eleven [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 3,431,828 | 1,481,481 | ||||||||||||||
Issuance of common stock, value (in Dollars) | $ 886,950 | $ 400,000 | ||||||||||||||
Warrant exercisable, description | each unit consisting of one share of common stock and one warrant exercisable for a share of common stock at exercise prices ranging from $0.28 to $1.50 per share | each unit consisting of one share of common stock and a warrant exercisable for a share of common stock at an exercise price of $0.465 per share. | ||||||||||||||
Issuance of common stock for additional, shares | 35,714 | 248,782 | ||||||||||||||
Issuance of common stock for additional, value (in Dollars) | $ 25,000 | $ 82,000 | ||||||||||||||
CEO [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 62,500 | |||||||||||||||
Issuance of common stock, value (in Dollars) | $ 25,000 | |||||||||||||||
Chairman of the Board [Member] | ||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||
Issuance of common stock, shares | 2,222,222 | 308,333 | ||||||||||||||
Issuance of common stock, value (in Dollars) | $ 1,000,000 | $ 74,000 |
Share Purchase Options (Details
Share Purchase Options (Details) | Nov. 08, 2018$ / shares | Dec. 31, 2018$ / sharesshares | Aug. 31, 2018$ / sharesshares | May 31, 2019shares |
Share-based Payment Arrangement [Abstract] | ||||
Percentage of stock option | 20.00% | |||
Issuance of common stock for additional, shares | 17,969,849 | |||
Granted share options to directors | 9,775,000 | |||
Fair value of the warrants granted (in Dollars per share) | $ / shares | $ 0.42 | $ 0.87 | ||
Common stock shares | 50,000 | |||
Exercise price (in Dollars per share) | $ / shares | $ 4.80 |
Share Purchase Options (Detai_2
Share Purchase Options (Details) - Schedule share purchase options outstanding and exercisable - Share purchase options [Member] | 12 Months Ended |
May 31, 2019$ / sharesshares | |
Share Purchase Options (Details) - Schedule share purchase options outstanding and exercisable [Line Items] | |
Options Outstanding | 9,808,333 |
Options Exercisable | 4,858,333 |
Weighted average remaining contractual life, Options Outstanding | 8 years 328 days |
Weighted average remaining contractual life, Options Exercisable | 8 years 328 days |
Weighted average exercise price, Options Outstanding (in Dollars per share) | $ / shares | $ 1.20 |
Weighted average exercise price, Options Exercisable (in Dollars per share) | $ / shares | 1.41 |
February 1, 2026 [Member] | |
Share Purchase Options (Details) - Schedule share purchase options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 5.85 |
Options Outstanding | 33,333 |
Options Exercisable | 33,333 |
November 30, 2027 [Member] | |
Share Purchase Options (Details) - Schedule share purchase options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 2.27 |
Options Outstanding | 1,425,000 |
Options Exercisable | 1,425,000 |
June 5, 2028 [Member] | |
Share Purchase Options (Details) - Schedule share purchase options outstanding and exercisable [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 1 |
Options Outstanding | 8,350,000 |
Options Exercisable | 3,400,000 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - USD ($) | Nov. 08, 2018 | May 31, 2019 | May 22, 2019 | May 21, 2019 | Aug. 31, 2018 | Dec. 28, 2019 |
Share Purchase Warrants (Details) [Line Items] | ||||||
Shares issued warrants | 1,878,772 | |||||
Shares issued warrants | 918,355 | 557,407 | ||||
Fair value of the warrants granted (in Dollars per share) | $ 0.42 | $ 0.87 | ||||
Black-Scholes valuation model [Member] | ||||||
Share Purchase Warrants (Details) [Line Items] | ||||||
Shares issued warrants | 2,097,215 | |||||
Warrant [Member] | ||||||
Share Purchase Warrants (Details) [Line Items] | ||||||
Shares issued warrants | 13,271,888 | |||||
Minimum [Member] | ||||||
Share Purchase Warrants (Details) [Line Items] | ||||||
Fair value of warrants granted price per share (in Dollars) | $ 0.09 | $ 0.07 | ||||
Maximum [Member] | ||||||
Share Purchase Warrants (Details) [Line Items] | ||||||
Fair value of warrants granted price per share (in Dollars) | $ 0.39 | |||||
Fair value of the warrants granted (in Dollars per share) | $ 0.36 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding | 9 Months Ended | |
May 31, 2019$ / sharesshares | May 31, 2019$ / sharesshares | |
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Warrants Outstanding (in Shares) | shares | 25,633,134 | |
Warrants Outstanding | 1 year 164 days | |
Exercise Price | $ / shares | $ 0.99 | |
August 19, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 7.50 | |
Warrants Outstanding (in Shares) | shares | 66,665 | |
September 4, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.87 | |
Warrants Outstanding (in Shares) | shares | 287,356 | |
September 17, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.10 | |
Warrants Outstanding (in Shares) | shares | 750,000 | |
October 12, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.86 | |
Warrants Outstanding (in Shares) | shares | 290,500 | |
October 15, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.86 | |
Warrants Outstanding (in Shares) | shares | 290,500 | |
November 5, 2019 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price (in Dollars per share) | $ / shares | $ 28.35 | |
Warrants Outstanding (in Shares) | shares | 25,327 | 25,327 |
January 25, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.37 | |
Warrants Outstanding (in Shares) | shares | 147,058 | |
February 27, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.37 | |
Warrants Outstanding (in Shares) | shares | 135,135 | |
March 9, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 114,678 | |
May 22, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.28 | |
Warrants Outstanding (in Shares) | shares | 678,571 | |
May 22, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.30 | |
Warrants Outstanding (in Shares) | shares | 1,554,165 | |
June 7, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.525 | |
Warrants Outstanding (in Shares) | shares | 1,190,476 | |
June 14, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 329,080 | |
July 26, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 1,637,160 | |
August 28, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.94 | |
Warrants Outstanding (in Shares) | shares | 1,311,242 | |
August 28, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1 | |
Warrants Outstanding (in Shares) | shares | 246,913 | |
August 28, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 35,714 | |
September 6, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.01 | |
Warrants Outstanding (in Shares) | shares | 925,925 | |
October 11, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.35 | |
Warrants Outstanding (in Shares) | shares | 510,204 | |
October 11, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 10,204 | |
November 7, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.61 | |
Warrants Outstanding (in Shares) | shares | 20,408 | |
November 7, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.66 | |
Warrants Outstanding (in Shares) | shares | 300,000 | |
November 8, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.01 | |
Warrants Outstanding (in Shares) | shares | 918,355 | |
December 7, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.67 | |
Warrants Outstanding (in Shares) | shares | 185,185 | |
December 7, 2020 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 3,188,735 | |
January 10, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 1,437,557 | |
January 11, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 307,692 | |
Mar 29, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.465 | |
Warrants Outstanding (in Shares) | shares | 1,481,481 | |
April 8, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price (in Dollars per share) | $ / shares | $ 4.73 | |
Warrants Outstanding (in Shares) | shares | 57,756 | 57,756 |
May 22, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.91 | |
Warrants Outstanding (in Shares) | shares | 6,000,000 | |
May 22, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 0.30 | |
Warrants Outstanding (in Shares) | shares | 1,133,333 | |
May 22, 2021 [Member] | ||
Share Purchase Warrants (Details) - Schedule of share purchase warrants outstanding [Line Items] | ||
Exercise Price | $ / shares | $ 1.50 | |
Warrants Outstanding (in Shares) | shares | 65,759 |
Share Purchase Warrants (Deta_3
Share Purchase Warrants (Details) - Schedule of assumptions in Black Scholes valuation model | 9 Months Ended |
May 31, 2019$ / shares | |
Minimum [Member] | |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | |
Expected share price volatility | 88.00% |
Risk-free interest rate | 1.55% |
Expected term | 1 year |
Minimum [Member] | Canada, Dollars | |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | |
Share price | $ 0.40 |
Exercise price | $ 0.38 |
Maximum [Member] | |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | |
Expected share price volatility | 137.00% |
Risk-free interest rate | 2.34% |
Expected term | 2 years |
Maximum [Member] | Canada, Dollars | |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | |
Share price | $ 1.55 |
Exercise price | $ 2.01 |
Diluted Loss Per Share (Details
Diluted Loss Per Share (Details) - Schedule of diluted loss per share as the results of the computation was anti-dilutive - shares | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities were excluded from the computation of diluted loss per share | 46,525,487 | 8,778,208 |
Share purchase options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities were excluded from the computation of diluted loss per share | 9,808,333 | 1,508,333 |
Share purchase warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities were excluded from the computation of diluted loss per share | 25,633,134 | 7,034,531 |
Convertible securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities were excluded from the computation of diluted loss per share | 11,084,020 | 235,344 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 08, 2019 | Mar. 05, 2019 | Dec. 03, 2018 | Nov. 08, 2018 | Sep. 05, 2018 | May 31, 2019 | May 22, 2019 | Mar. 29, 2019 | Feb. 27, 2019 | May 31, 2019 | May 31, 2019 | Oct. 30, 2018 | Sep. 02, 2018 | Aug. 31, 2018 | Jul. 03, 2018 | Aug. 31, 2017 |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Due to director | $ 326,957 | $ 326,957 | $ 326,957 | $ 1,065,392 | ||||||||||||
Issue of common stock (in Shares) | 145,788 | 363,073 | ||||||||||||||
Due from director | $ 350,000 | $ 200,000 | ||||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 918,355 | 557,407 | ||||||||||||||
Conversion Price Per Share (in Dollars per share) | $ 0.29 | $ 0.29 | $ 0.29 | |||||||||||||
Robert Dennewald [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Issue of common stock (in Shares) | 28,880 | |||||||||||||||
Gross proceeds | $ 23,393 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Issue of common stock (in Shares) | 62,500 | |||||||||||||||
Gross proceeds | $ 25,000 | |||||||||||||||
Chairman of the Board [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Due to director | ||||||||||||||||
Issue of common stock (in Shares) | 2,222,222 | 98,030 | 308,333 | 197,058 | ||||||||||||
Gross proceeds | $ 1,000,000 | $ 363,073 | $ 74,000 | $ 67,000 | ||||||||||||
Due from director | $ 272,820 | $ 272,820 | $ 272,820 | $ 419,322 | ||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 249,285 | |||||||||||||||
Conversion of Stock, Amount Converted | $ 336,871 | |||||||||||||||
Conversion Price Per Share (in Dollars per share) | $ 0.74 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of key management personnel and director compensation - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Schedule of key management personnel and director compensation [Abstract] | ||||
Salaries, fees and other benefits | $ 162,114 | $ 195,300 | $ 523,620 | $ 484,800 |
Share-based compensation | 305,413 | 916,239 | 2,505,647 | |
Key management personnel and director compensation | $ 467,527 | $ 195,300 | $ 1,439,859 | $ 2,990,447 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of transactions with directors and officers | 9 Months Ended |
May 31, 2019USD ($)shares | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 207,915 |
Issue of shares | shares | 519,785 |
Aleksandr Blyumkin [Member] | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 61,989 |
Issue of shares | shares | 154,972 |
Gerald Bailey [Member] | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 61,989 |
Issue of shares | shares | 154,972 |
Travis Schneider [Member] | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 18,841 |
Issue of shares | shares | 47,102 |
Robert Dennewald [Member] | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 61,989 |
Issue of shares | shares | 154,972 |
David Sealock [Member] | |
Related Party Transaction [Line Items] | |
Directors Fees | $ | $ 3,107 |
Issue of shares | shares | 7,767 |
Investment in Joint Venture (De
Investment in Joint Venture (Details) - USD ($) | Jan. 08, 2018 | Aug. 31, 2017 | May 31, 2019 |
Investment In Joint Venture [Abstract] | |||
Interest in joint venture | 25.00% | ||
Advance to joint venture | $ 68,331 | ||
Paid the first instalment | $ 100,000 | ||
Operating costs | $ 100,000 | ||
Research and development | $ 106,500 |
Segment Information (Details) -
Segment Information (Details) - Schedule of oil extraction and processing segment - Corporate Segment [Member] - USD ($) | May 31, 2019 | May 31, 2018 |
Results of Operations for Oil and Gas Producing Activities, by Geographic Area [Line Items] | ||
Total Non-Current Assets | $ 18,651 | $ 3,025 |
Total Asset | 56,946 | 32,006 |
Total Liabilities | 10,753 | 7,990 |
Oil Extraction [Member] | ||
Results of Operations for Oil and Gas Producing Activities, by Geographic Area [Line Items] | ||
Total Non-Current Assets | 7,851 | 3,025 |
Total Asset | 37,291 | 22,959 |
Total Liabilities | 10,584 | 7,821 |
Mining Operations [Member] | ||
Results of Operations for Oil and Gas Producing Activities, by Geographic Area [Line Items] | ||
Total Non-Current Assets | 10,800 | |
Total Asset | 19,655 | 9,047 |
Total Liabilities | $ 169 | $ 169 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of segment operating results - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
External Revenues | $ 38,088 | $ 59,335 | ||
Cost of Goods Sold | 756,682 | 46,712 | 928,427 | 234,120 |
Gross Loss | (718,594) | (46,712) | (869,092) | (234,120) |
Operating Expenses | ||||
Research and development | 106,500 | |||
Share-based compensation | 1,377,615 | 2,523,481 | ||
Loss on convertible debt | (98,474) | 216,297 | ||
Equity income from investment in Accord Energy | (50,000) | (150,000) | ||
Depreciation and amortization | $ 21,799 | $ 296,758 | 54,316 | 890,273 |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
External Revenues | 59 | |||
Cost of Goods Sold | 928 | 234 | ||
Gross Loss | (869) | (234) | ||
Operating Expenses | ||||
General and administrative | 606 | 412 | ||
Travel and promotion | 1,959 | 2,087 | ||
Professional fees | 3,363 | 1,576 | ||
Legal fees | 1,343 | 140 | ||
Research and development | 113 | |||
Salaries and wages | 1,043 | 639 | ||
Share-based compensation | 916 | 2,523 | ||
Gain (Loss) on settlement of liabilities | 98 | (216) | ||
Loss on convertible debt | 100 | |||
Interest expense | 2,534 | 323 | ||
Equity loss | 150 | |||
Other income | (95) | (51) | ||
Equity income from investment in Accord Energy | ||||
Depreciation and amortization | 54 | 890 | ||
Net loss | 13,053 | 8,557 | ||
Oil Extraction [Member] | ||||
Segment Reporting Information [Line Items] | ||||
External Revenues | 59 | |||
Cost of Goods Sold | 729 | 29 | ||
Gross Loss | (670) | (29) | ||
Operating Expenses | ||||
General and administrative | 593 | 401 | ||
Travel and promotion | 1,959 | 2,087 | ||
Professional fees | 3,363 | 1,576 | ||
Legal fees | 1,343 | 140 | ||
Research and development | 113 | |||
Salaries and wages | 1,043 | 639 | ||
Share-based compensation | 916 | 2,523 | ||
Gain (Loss) on settlement of liabilities | 98 | (216) | ||
Loss on convertible debt | 100 | |||
Interest expense | 2,534 | 323 | ||
Equity loss | 150 | |||
Other income | (95) | (51) | ||
Equity income from investment in Accord Energy | ||||
Depreciation and amortization | 54 | 890 | ||
Net loss | 12,841 | 8,341 | ||
Mining Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
External Revenues | ||||
Cost of Goods Sold | 199 | 205 | ||
Gross Loss | (199) | (205) | ||
Operating Expenses | ||||
General and administrative | 13 | 11 | ||
Travel and promotion | ||||
Professional fees | ||||
Legal fees | ||||
Research and development | ||||
Salaries and wages | ||||
Share-based compensation | ||||
Gain (Loss) on settlement of liabilities | ||||
Loss on convertible debt | ||||
Interest expense | ||||
Equity loss | ||||
Other income | ||||
Equity income from investment in Accord Energy | ||||
Depreciation and amortization | ||||
Net loss | $ 212 | $ 216 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Office lease payments | $ 51,883 | |
Principal amount | $ 6,000,000 | |
Bearing interest | 10.00% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of operating expenses and property taxes | May 31, 2019USD ($) |
Schedule of operating expenses and property taxes [Abstract] | |
2019 | $ 33,615 |
2020 | 124,440 |
2021 | 101,220 |
2022 | 78,000 |
2023 | $ 65,000 |
Management of Financial Risks_2
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities [Line Items] | ||
Accounts payable | $ 2,058 | $ 1,102 |
Accrued liabilities | 748 | 1,900 |
Convertible debenture | 6,516 | 533 |
Long-term debt | 1,516 | 1,880 |
Total | 10,838 | 5,415 |
Carring amount [Member] | ||
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities [Line Items] | ||
Accounts payable | 2,058 | 1,102 |
Accrued liabilities | 748 | 1,900 |
Convertible debenture | 5,258 | 508 |
Long-term debt | 1,313 | 1,627 |
Total | 9,377 | 5,137 |
1 year or less [Member] | ||
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities [Line Items] | ||
Accounts payable | 2,058 | 1,102 |
Accrued liabilities | 748 | 1,900 |
Convertible debenture | 6,516 | 258 |
Long-term debt | 1,236 | 1,159 |
Total | 10,558 | 4,419 |
2 - 5 years [Member] | ||
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities [Line Items] | ||
Accounts payable | ||
Accrued liabilities | ||
Convertible debenture | 275 | |
Long-term debt | 280 | 721 |
Total | 280 | 996 |
More than 5 years [Member] | ||
Management of Financial Risks (Details) - Schedule of contractual maturities of financial liabilities [Line Items] | ||
Accounts payable | ||
Accrued liabilities | ||
Convertible debenture | ||
Long-term debt | ||
Total |
Reconciliation of Changes in _3
Reconciliation of Changes in Liabilities Arising from Financing Activities (Details) - Schedule of liablities arising from financing activities - USD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Schedule of liablities arising from financing activities [Abstract] | ||
Balance, beginning of the period | $ 2,134,955 | $ 2,804,202 |
Changes from financing cash flows | ||
Proceeds from debt | 517,000 | 1,328,056 |
Proceeds from convertible debt | 5,618,750 | 5,200,171 |
Proceeds from officer loan | ||
Repayment of long-term loans | (497,206) | (947,720) |
Repayment of convertible loans | (400,000) | |
Advances from executive officers | 9,196 | |
Effect of changes in foreign exchange rate | (21,838) | (23,277) |
Other changes | ||
Debt settled through share issuance | (192,395) | (4,392,171) |
Conversion of convertible debt | (257,082) | |
Debt applied to notes receivable | (120,900) | |
Interest accrual | 2,160 | |
Interest capitalized | 446,355 | |
Value placed on warrants issued | (557,407) | |
Value placed on beneficial conversion feature | (621,166) | |
Gain on debt deposit | (50,982) | |
Accretion of loan balance | 967,382 | 56,500 |
Balance, end of the period | $ 6,570,093 | $ 4,432,490 |
Reconciliation of IFRS Disclo_3
Reconciliation of IFRS Disclosure to US GAAP Disclosure (Details) | 3 Months Ended | 9 Months Ended |
May 31, 2019USD ($) | May 31, 2019USD ($) | |
Reconciliation Of Ifrs Disclosure To Us Gaap Disclosure [Abstract] | ||
Description of vesting award share-based compensation | The Company granted certain directors, officers and consultants of the Company share purchase options with vesting terms attached thereto, 25% vested immediately and a further 25%, per annum will vest on the grant date of the share purchase options. | |
Reversal of expense | $ 248,912 | $ 746,736 |
Debt issue costs | 1,276,980 | |
Prepaid commitment fee | 1,276,980 | 1,276,980 |
Amortization of subsequent | 894,587 | 894,587 |
Additional debt discount | 1,276,980 | 1,276,980 |
Amortization thereafter | $ 946,481 | $ 946,481 |
Difference between debt issue costs, description | The difference between the amortization of the prepaid commitment fee and the debt discount amortization to the statement of loss and comprehensive loss was a credit of $43,799 and a charge of $51,894 for the three months and nine months ended May 31, 2019, respectively. |
Reconciliation of IFRS Disclo_4
Reconciliation of IFRS Disclosure to US GAAP Disclosure (Details) - Schedule of main differences between IFRS and US GAAP - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | May 31, 2018 | May 31, 2019 | May 31, 2018 | |
Schedule of main differences between IFRS and US GAAP [Abstract] | ||||
Net loss and comprehensive loss in accordance with IFRS | $ 4,792,890 | $ 3,178,839 | $ 13,747,997 | $ 8,557,082 |
Share-based compensation | (248,912) | (746,736) | ||
Debt issue costs | (43,799) | 51,894 | ||
Net loss and comprehensive loss in accordance with US GAAP | $ 4,500,179 | $ 3,178,839 | $ 13,053,155 | $ 8,557,082 |
Reconciliation of IFRS Disclo_5
Reconciliation of IFRS Disclosure to US GAAP Disclosure (Details) - Schedule of shareholders' equity - USD ($) | May 31, 2019 | Aug. 31, 2018 |
Schedule of shareholders' equity [Abstract] | ||
Total shareholders’ equity in accordance with IFRS | $ 46,193,400 | $ 32,929,400 |
Components of share capital in accordance with IFRS | ||
Share capital | 100,109,913 | 77,870,606 |
Shares to be issued | 1,068,000 | 996,401 |
Share option reserve | 14,485,974 | 12,823,000 |
Share warrant reserve | 6,246,032 | 3,207,915 |
Total Components of share capital in accordance with IFRS | 121,909,919 | 94,897,922 |
Adjustment for: | ||
Share-based compensation | (217,862) | 528,874 |
Total share capital in accordance with US GAAP | 121,692,057 | 95,426,796 |
Accumulated deficit in accordance with IFRS | (75,716,519) | (61,968,522) |
Adjustment for: | ||
Share-based compensation | 217,862 | |
Debt issue costs | (51,894) | (528,874) |
Accumulated deficit in accordance with US GAAP | (75,550,551) | (62,497,396) |
Shareholders equity in accordance with US GAAP | $ 46,141,506 | $ 32,929,400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 05, 2019 | Jul. 03, 2019 | Jul. 22, 2019 | May 31, 2019 |
Subsequent Events (Details) [Line Items] | ||||
Warrants exercisable to purchase | $ 4,601,980 | |||
Issuance of common stock (in Shares) | 17,969,849 | |||
Debt settlement agreement | $ 93,500 | |||
Debt settlements agreement of share issued (in Shares) | 410,000 | |||
Debt instrument settlement indebtedness of shares isssued (in Shares) | 838,714 | |||
Debt instrument settlement of indebtedness | $ 176,130 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Forfeitures, shares (in Shares) | 390,625 | |||
Gross proceeds | $ 1,546,149 | $ 250,000 | ||
Shares of common and warrants exercisable (in Dollars per share) | $ 6,732,402 | |||
Exercise prices, lower range (in Dollars per share) | 0.25 | |||
Exercise prices, upper range (in Dollars per share) | $ 0.40 | |||
Convertible debt, description | the Company issued to an arm’s length lender a $300,000 principal amount (including an original issue discount of 20%) unsecured convertible debenture, and warrants to purchase up to 1,315,789 common shares of the Company at $0.24 per share for 15 months. The debenture has a term of 15 months and bears interest at a rate of 7% per annum payable quarterly, and at the option of the holder the purchase amount of the debenture (excluding the original issue discount of 20%) is convertible into ‎1,315,789‎ common shares of the Company at $0.19 per share in accordance with the terms and conditions set out in the debenture. | |||
Chairman of the Board [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Issuance of common stock (in Shares) | 210,526 |
Supplemental Information on O_3
Supplemental Information on Oil And Gas Operations (Details) - Schedule of hydrocarbon property acquisition and development expenses - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Schedule of hydrocarbon property acquisition and development expenses [Abstract] | ||
Advanced royalty payments | $ 300 | $ 469 |
Mineral rights acquired | 10,800 | |
Construction of oil extraction plant | 7,851 | 3,025 |
Total | $ 18,951 | $ 3,494 |
Supplemental Information on O_4
Supplemental Information on Oil And Gas Operations (Details) - Schedule of operating expenses related to plant maintenance - USD ($) | 9 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Schedule of operating expenses related to plant maintenance [Abstract] | ||
Plant maintenance expenses | $ 729 | |
Advanced royalty payments | 199 | $ 234 |
Total | $ 928 | $ 234 |