Cover
Cover | 3 Months Ended |
Nov. 30, 2023 shares | |
Cover [Abstract] | |
Entity Registrant Name | ALLIED CORP. |
Entity Central Index Key | 0001575295 |
Document Type | 10-Q |
Amendment Flag | false |
Current Fiscal Year End Date | --08-31 |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Document Period End Date | Nov. 30, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2024 |
Entity Common Stock Shares Outstanding | 101,842,914 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 000-56002 |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 33-1227173 |
Entity Address Address Line 1 | 1405 St. Paul St. |
Entity Address Address Line 2 | Suite 201 |
Entity Address City Or Town | Kelowna |
Entity Address State Or Province | BC |
Entity Address Country | CA |
Entity Address Postal Zip Code | V1Y 9N2 |
City Area Code | 877 |
Local Phone Number | 255-4337 |
Entity Interactive Data Current | Yes |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Current assets | ||
Cash | $ 39,594 | $ 209,736 |
Inventory (Note 3) | 246,014 | 107,510 |
Other receivables | 154,931 | 134,482 |
Prepaid expenses | 19,528 | 18,852 |
Total current assets | 460,067 | 470,580 |
Deposits and advances (Note 4) | 24,396 | 26,354 |
Right-of-use assets (Note 7) | 108,894 | 109,301 |
Property, plant and equipment (Note 5) | 1,376,728 | 1,417,192 |
Intangible assets (Note 6) | 38,809 | 40,301 |
Total assets | 2,008,894 | 2,063,728 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,465,731 | 2,393,359 |
Due to related parties (Note 11) | 812,212 | 693,292 |
Current portion of lease liabilities (Note 7) | 11,376 | 10,745 |
Loans payable (Note 8) | 2,145,271 | 2,027,348 |
Secured convertible notes payable (Note 9) | 3,724,891 | 3,724,891 |
Total current liabilities | 9,159,481 | 8,849,635 |
Lease liabilities, net of current portion (Note 7) | 97,518 | 98,556 |
Total liabilities | 9,256,999 | 8,948,191 |
Stockholders' deficiency | ||
Preferred stock - 50,000,000 shares authorized, $0.0001 par value Nil shares issued and outstanding | 0 | 0 |
Common stock - 300,000,000 shares authorized, $0.0001 par value; 101,842,914 shares issued and outstanding (101,592,914 - par value $0.0001 - August 31, 2023) | 10,185 | 10,160 |
Additional paid in capital | 39,598,295 | 39,404,667 |
Common stock issuable | 376,000 | 80,000 |
Accumulated deficit | (46,445,009) | (45,608,336) |
Accumulated other comprehensive loss | (787,576) | (770,954) |
Total stockholders' deficit | (7,248,105) | (6,884,463) |
Total liabilities and stockholders' deficit | $ 2,008,894 | $ 2,063,728 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | Aug. 31, 2023 |
Stockholders' equity (deficit) | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 101,842,914 | 101,592,914 |
Common stock, shares outstanding | 101,842,914 | 101,592,914 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Revenues | ||
Sales | $ 19,039 | $ 69,625 |
Cost of sales (Note 3) | (2,003) | (25,958) |
Gross margin | 17,036 | 43,667 |
Expenses | ||
Amortization and depreciation | 35,419 | 26,160 |
Consulting fees (Note 10 and 11) | 441,487 | 846,657 |
Foreign exchange loss (gain) | (48,321) | (3,230) |
Interest expense and bank charges | 118,646 | 118,742 |
Office and miscellaneous | 150,975 | 70,006 |
Professional fees | 60,789 | 177,190 |
Travel | 1,847 | 7,441 |
Operating expenses | 760,842 | 1,242,966 |
Loss before other items | (743,806) | (1,199,299) |
Other income and expenses | ||
Interest expense | (92,867) | (83,199) |
Loss on debt extinguishment | 0 | (27,043) |
Total other expenses | (92,867) | (110,242) |
Net loss | (836,673) | (1,309,541) |
Other comprehensive loss | ||
Foreign currency translation adjustments | (16,622) | (154,000) |
Comprehensive loss | $ (853,295) | $ (1,463,541) |
Basic and diluted loss per share | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding | 102,861,018 | 96,027,047 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Issuable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, shares at Aug. 31, 2022 | 93,967,594 | |||||
Balance, amount at Aug. 31, 2022 | $ (1,282,397) | $ 9,397 | $ 33,999,090 | $ 540,000 | $ (34,932,665) | $ (898,219) |
Shares issued for cash, shares | 2,925,000 | |||||
Shares issued for cash, amount | 630,000 | $ 292 | 1,169,708 | (540,000) | 0 | 0 |
Share issuance costs | (12,792) | $ 0 | (12,792) | 0 | 0 | 0 |
Shares issued to settle debts, shares | 145,560 | |||||
Shares issued to settle debts, amount | 86,572 | $ 15 | 86,557 | 0 | 0 | 0 |
Stock-based compensation | 545,171 | 0 | 545,171 | 0 | 0 | 0 |
Comprehensive loss for the year | (1,463,541) | $ 0 | 0 | 0 | (1,309,541) | (154,000) |
Balance, shares at Nov. 30, 2022 | 97,038,154 | |||||
Balance, amount at Nov. 30, 2022 | (1,496,987) | $ 9,704 | 35,787,734 | 0 | (36,242,206) | (1,052,219) |
Balance, shares at Aug. 31, 2023 | 101,592,914 | |||||
Balance, amount at Aug. 31, 2023 | (6,884,463) | $ 10,160 | 39,404,667 | 80,000 | (45,608,336) | (770,954) |
Shares issued for cash, shares | 250,000 | |||||
Shares issued for cash, amount | 0 | $ 25 | 49,975 | (50,000) | 0 | 0 |
Stock-based compensation | 143,653 | 0 | 143,653 | 0 | 0 | 0 |
Comprehensive loss for the year | (853,295) | 0 | 0 | 0 | (836,673) | (16,622) |
Shares subscribed | 346,000 | $ 0 | 0 | 346,000 | 0 | 0 |
Balance, shares at Nov. 30, 2023 | 101,842,914 | |||||
Balance, amount at Nov. 30, 2023 | $ (7,248,105) | $ 10,185 | $ 39,598,295 | $ 376,000 | $ (46,445,009) | $ (787,576) |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Cash provided by (used in): Operating activities | ||
Net loss for the period | $ (836,673) | $ (1,309,541) |
Adjustment to net loss for the period for non-cash items | ||
Accrued interest | 210,790 | 201,122 |
Amortization and depreciation | 35,419 | 26,160 |
Loss on debt extinguishment | 0 | 27,043 |
Stock-based compensation - options | 143,653 | 545,171 |
Changes in non-cash working capital balance: | ||
(Increase) decrease in other receivables | (20,277) | 7,369 |
(Increase) decrease in prepaid expenses | (676) | 532 |
Decrease in deposits and advances | 2,437 | 10,675 |
(Decrease) increase in accounts payable and accrued liabilities | (37,695) | 142,028 |
Increase in due to related parties | 118,920 | 15,368 |
Increase in inventory | (82,277) | (261,783) |
Net cash provided by used in operating activities | (466,379) | (595,856) |
Investing activities | ||
Purchase of property, plant, and equipment | 0 | (66,210) |
Net cash provided by used in investing activities | 0 | (66,210) |
Financing activities | ||
Proceeds of convertible notes payable | 0 | 100,000 |
Proceeds from the issuance of common stock | 0 | 617,208 |
Proceeds for subscriptions of stock issuable | 346,000 | 0 |
Net cash provided by used in financing activities | 346,000 | 717,208 |
(Decrease) increase in cash | (120,379) | 55,142 |
Effect of exchange rate on changes of cash | (49,763) | (33,515) |
Cash, beginning of period | 209,736 | 96,043 |
Cash, end of period | 39,594 | 117,670 |
Supplemental cash flow disclosures: | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
Nature of operations reverse ta
Nature of operations reverse takeover transaction and going concern | 3 Months Ended |
Nov. 30, 2023 | |
Nature of operations reverse takeover transaction and going concern | |
Nature of operations, reverse take-over transaction and going concern | 1. Nature of operations, reverse take-over transaction and going concern a) Nature of operations Allied Corp. (the “Company or Allied”) was incorporated in the State of Nevada on February 3, 2013. On July 1, 2019, the Company changed its name to Allied Corp. The head office and the registered office of the Company are located at 1405 St. Paul Street, Kelowna BC V1Y 2E4. The Company’s business plan is to discover new medical technologies some of which are cannabis derived to target full scope therapy and support for trauma survivors, military veterans and first responders, however the Company has not begun such operations nor obtained the required permits to begin such operations. On September 10, 2019, the Company was acquired in a reverse takeover (“RTO”) transaction and the RTO is considered a purchase of the Company’s net assets by AM (Advanced Micro) Biosciences, Inc. (“AM Biosciences”). For accounting purposes, the legal subsidiary, AM Biosciences has been treated as the acquirer and Allied Corp., the legal parent, has been treated as the acquiree. Accordingly, these consolidated financial statements reflect a continuation of the financial position, operating results, and cash flow of the Company’s legal subsidiary, AM Biosciences from the date of incorporation on September 13, 2018. On February 18, 2020, the Company acquired all the issued and outstanding share capital of a Colombian company, Allied Colombia S.A.S (“Allied Colombia”). The assets, liabilities and results of Allied Colombia are consolidated in these financial statements beginning from the February 18, 2020 acquisition date. As at November 30, 2023, Allied Colombia has a licensed cannabis farm in Colombia. b) Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss for the three months ended November 30, 2023 of $836,673, has generated minimal revenue and as at November 30, 2023 has a working capital deficit of $8,699,414. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. Management intends on financing its operations and future development activities largely from the sale of equity securities with some additional funding from other traditional financing sources, including related party loans until such time that funds provided by future planned operations are sufficient to fund working capital requirements. c) Business Risks While some states in the United States have authorized the use and sale of cannabis, it remains illegal under federal law and the approach to enforcement of U.S. federal laws against cannabis is subject to change. The Company plans to engage in cannabis-related activities in the United States, only if and when cannabis operations are federally legalized. On January 4, 2018, the then United States Attorney General Jeff Sessions issued a memorandum to United States district attorneys (the “Sessions Memorandum”) which rescinded previous guidance from the United States Department of Justice specific to cannabis enforcement in the United States, including the Cole Memorandum. With the Cole Memorandum rescinded, United States federal prosecutors no longer have guidance relating to the exercise of their discretion in determining whether to prosecute cannabis related violations of United States federal law. Since that time, United States district attorneys have taken no legal action against state law compliant entities, and the Biden administration is generally anticipated to seek federal decriminalization of state legal cannabis activity. Nevertheless, a significant change in the federal government’s enforcement policy with respect to current federal laws applicable to cannabis could cause significant financial damage to the Company. The Company may be irreparably harmed by a change in enforcement policies of the federal government depending on the nature of such change. Given the current illegality of cannabis under United States federal law, the Company’s ability to access both public and private capital may be hindered by the fact that certain financial institutions are regulated by the United States federal government and are thus prohibited from providing financing to companies engaged in cannabis related activities. The Company’s ability to access public capital markets in the United States is directly hindered as a result. The Company may, however, be able to access public and private capital markets in the United States through institutions which are not regulated by the United States federal government, in Canada, and in many other countries in order to support continuing operations. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Nov. 30, 2023 | |
Significant accounting policies | |
Significant accounting policies | 2. Significant accounting policies Business Presentation These unaudited condense consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year end is August 31. These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP for complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC. The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at November 30, 2023, and the results of its operations for the three months ended November 30, 2023, and cash flows for the three months ended November 30, 2023. The results of operations for the period ended November 30, 2023 are not necessarily indicative of the results to be expected for future quarters or the full year. The significant accounting policies followed are: a) Principles of consolidation These consolidated financial statements include accounts of Allied Corp. and its wholly-owned subsidiaries, including AM Biosciences, Allied US Products LLC, Tactical Relief LLC, Baleno Ltd. and Allied Colombia. Subsidiaries are consolidated from the date of acquisition and control and continue to be consolidated until the date that such control ceases. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. All intercompany balances, income, expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated on consolidation. b) Cash and cash equivalents Cash is comprised of cash on hand, cash held in trust accounts and demand deposits. Cash equivalents are short-term, highly liquid investments with maturities within three months when acquired. The Company did not have any cash equivalents as of November 30, 2023 and August 31, 2023. c) Property, plant and equipment Property, plant and equipment are stated at cost. The Company depreciates the cost of property, plant and equipment over their estimated useful lives at the following annual rates and methods: Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 - 10 years straight-line basis Land equipment 10 years straight-line basis d) Inventory Inventory is comprised of raw materials, supplies, vegetative and flowering plants, dried flower, diluted crude and CBD isolates available for sale, and purchased cannabis products. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s consolidated balance sheets, statements of net loss and comprehensive loss and statements of cash flows. e) Intangible assets Intangible assets include licenses which are being amortized over their estimated useful lives of 10 years. The Company’s licenses are amortized over their economic or legal life on a straight-line basis, whichever is shorter. The licenses have been amortized from the date of acquisition. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. f) Long-lived assets In accordance with ASC 360, Property, Plant and Equipment g) Foreign currency translation and functional currency conversion Items included in these consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entities operate (the “functional currency”). Prior to September 10, 2019, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The Company re-assessed its functional currency and determined as at September 10, 2019, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency was accounted for prospectively from September 10, 2019 and prior period financial statements were not restated for the change in functional currency. For periods commencing September 10, 2019, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after September 10, 2019 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transactions. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains. The Company assessed the functional currency for Allied Colombia to be the Colombian peso. The functional currency for all other subsidiaries is the U.S. dollar. h) Share issuance costs Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued. i) Research and development costs Research and development costs are expensed as incurred. During the three months ended November 30, 2023, the Company incurred research and development costs of $nil (November 30, 2022 – $nil). j) Advertising costs Advertising costs are expensed as incurred. During the three months ended November 30, 2023, the Company incurred advertising costs of $195 (November 30, 2022 – $3,026). k) Revenue recognition The Company’s revenue is comprised of sales of cannabis products. The Company’s revenue-generating activities have a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs when the product is shipped or delivered to the customer, depending upon the method of distribution and shipping terms set forth in the customer contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the sale of the Company’s product. Certain of the Company’s customer contracts may provide the customer with a right of return. In certain circumstances the Company may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Company make certain estimates and assumptions that affect the timing and amounts of revenue recognized. Sales of products are for cash or otherwise agreed-upon credit terms. The Company’s payment terms vary by location and customer; however, the time period between when revenue is recognized and when payment is due is not significant. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, write-off history, the aging of accounts receivable and an analysis of customer data. l) Net income (loss) per common share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. m) Income taxes The Company accounts for income taxes under ASC 740, Income Taxes n) Related party transactions Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. The Company discloses related party transactions that are outside of normal compensatory agreements, such as salaries. Related party transactions are measured at the exchange amounts. o) Significant accounting estimates and judgments The preparation of the financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Although management uses historical experience and its best knowledge of the amount, events or actions to for the basis for judgments and estimates, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant estimates and assumptions included in these financial statements relate to the valuation assumptions related to the estimated useful lives and recoverability of long-lived assets, stock-based compensation, and deferred income tax assets and liabilities. Judgments are required in the assessment of the Company’s ability to continue to as going concern as described in Note 1. p) Financial instruments ASC 825, Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, due from related parties, accounts payable, note payable, and convertible notes payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments which are categorized as loans and receivables approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. For certain of the Company’s financial instruments, including accounts payable, due from related parties, notes and loans payable, the carrying amounts approximate their fair values due to the short maturities. The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of November 30, 2023 and August 31, 2023 other than cash. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. q) Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7 – Leases. r) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the three months ended November 30, 2023, are of significance or potential significance to the Company. |
Inventory
Inventory | 3 Months Ended |
Nov. 30, 2023 | |
Inventory | |
Inventory | 3. Inventory Inventory is comprised of the following items: November 30, 2023 August 31, 2023 Work in progress $ 65,125 $ 80,094 Finished goods 180,889 27,416 Inventory in transit - Total inventory $ 246,014 $ 107,510 The costs of inventory include but are not limited to labor, utilities, nutrition and irrigation, overhead and the depreciation of manufacturing equipment and production facilities, and amortization of licenses determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance and rent of grow facility. The Company began production in Colombia in late 2020, when the Company obtained approval for its strains of products. During the current period, certain costs were determined based on the actual usage of production space as compared to the normal predetermined operational production of the facility based on capacity as the Company gradually started to grow products and prepared the facility ready. During the three months ended November 30, 2023, the Company recorded a $nil write-off of inventory costs to its net realizable value of $246,014. During the year ended August 31, 2023, the Company recorded a $43,861 write-off of inventory costs for CBD isolates and other derivative products to reduce to its net realizable value of $nil. In addition, the Company recorded additional $1,463,157 write-off of inventory costs to its net realizable value of $107,510. |
Deposits and advances
Deposits and advances | 3 Months Ended |
Nov. 30, 2023 | |
Deposits and advances | |
Deposits and advances | 4. Deposits and advances November 30, 2023 August 31, 2023 Prepayments for construction facility in Colombia $ 24,396 $ 26,354 Total deposits and advances $ 24,396 $ 26,354 The Company paid certain vendors for the construction of farm facilities in Colombia in advance. At November 30, 2023, the prepayments totaled $24,396 (August 31, 2023 – $26,354). |
Property plant and equipment
Property plant and equipment | 3 Months Ended |
Nov. 30, 2023 | |
Property plant and equipment | |
Property plant and equipment | 5. Property, plant and equipment At November 30, 2023, property, plant and equipment consisted of: Construction in process Farm facility and equipment Office and computer equipment Land equipment Total Cost August 31, 2023 $ 429,749 $ 1,346,373 $ 29,952 $ 29,525 $ 1,835,599 Foreign exchange 8,577 13,601 598 589 23,365 November 30, 2023 $ 438,326 $ 1,359,974 $ 30,550 $ 30,114 $ 1,858,964 Accumulated depreciation August 31, 2023 $ - $ 404,559 $ 7,700 $ 6,148 $ 418,407 Additions - 54,970 973 733 56,676 Foreign exchange - 6,844 172 137 7,153 November 30, 2023 $ - $ 466,373 $ 8,845 $ 7,018 $ 482,236 Net book value August 31, 2023 $ 429,749 $ 941,814 $ 22,252 $ 23,377 $ 1,417,192 November 30, 2023 $ 438,326 $ 893,601 $ 21,705 $ 23,096 $ 1,376,728 As of November 30, 2023 and August 31, 2023, the construction in process has not been in use. |
Intangible assets
Intangible assets | 3 Months Ended |
Nov. 30, 2023 | |
Intangible assets | |
Intangible assets | 6. Intangible assets At November 30, 2023, intangible assets consisted of: Cost $ Foreign exchange $ Accumulated amortization $ Accumulated impairment $ November 30, 2023 Net carrying value $ August 31, 2023 Net carrying value $ Cannabis licenses 5,451,409 (468,965 ) (1,141,968 ) (3,801,667 ) 38,809 40,301 5,451,409 (468,965 ) (1,141,968 ) (3,801,667 ) 38,809 40,301 On February 17, 2020, the Company acquired $5,435,334 of licenses as part of the acquisition of Allied Colombia. The licenses acquired are issued by the Republic of Colombia and include the use of seeds for growing Cannabis, production of derivatives from Cannabis for medicinal and scientific use, cultivation of Cannabis plants, and producer of seeds. The Company recorded amortization of these licenses of $658,836 for the year ended August 31, 2021, of which $158,121 was included in cost of inventory. Management acquired the licenses with a plan to operate in Colombia and believed the amounts paid for the licenses would be recovered from future operations. The Company has only recently started its operations in Colombia and has limited history on which to base future outcomes from operations including cash flows. Cannabis and hemp are considered to be an emerging industry and Colombia does not yet have a sufficiently established observable legal market in which the Company could sell its Cannabis or hemp flower and CBD or THC extracts. Laws and regulations in Colombia are evolving and there is uncertainty in what will be legally permissible in a future market and what prices and demand there would be in Colombia for the Company’s products. At the present, the Company’s export activities are regulated and restricted by Colombian law and it is uncertain whether future changes in law would favorably impact the Company’s operations. Due to the uncertainty in the timing and amount of future cash flows from operations the Company has written down its licenses to the estimated recoverable amount. During the year ended August 31, 2021, the Company recorded impairment of intangible assets in the amount of $2,687,695. During the three months ended November 30, 2023, the Company recorded amortization of $1,437 (COP 6,523,994) (November 30, 2022 - $2,951 (COP 13,860,163)). |
Leases
Leases | 3 Months Ended |
Nov. 30, 2023 | |
Leases | |
Leases | 7. Leases The Company accounts for leases under ASC 842, Leases The Company did not have any leases until the acquisition of Allied Colombia during the year ended August 31, 2020. The acquisition resulted in the addition of $82,398 of operating lease assets and liabilities. During the year ended August 31, 2021, the Company re-measured its lease liabilities under this lease as the criteria was met for additional monthly payment when the Company started production as outlined in the lease agreement, resulting in additional lease liabilities of $70,705. On August 10, 2021, the Company entered into another lease for additional land in Colombia with monthly payment of $2,647 (COP9,970,675) for 12.5 hectares which is intended for use of outdoor cultivation, resulting in additional lease liabilities of $104,902. The lease is for 5 years, and expires in July 2026. Management has assessed the lease as an operating lease. Effective August 31, 2023, the Company terminated the lease. Pursuant to ASC 842-20 upon the termination of the lease, the Company derecognized the lease related asset and liability and included any consideration paid or received upon termination that was not already included in the lease payments in the gain or loss on termination of the lease. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. At November 30, 2023, the Company did not have any finance leases. At November 30, 2023, the weighted average remaining operating lease term was 6 years and the weighted average discount rate associated with operating leases was 15%. The components of lease expenses were as follows: Operating lease cost: $ Amortization of right-of-use assets 4,070 Interest on lease liabilities 2,540 Total operating lease cost 6,610 The following table provides supplemental cash flow and other information related to leases for the three months ended November 30, 2023: $ Lease payments 6,610 Supplemental balance sheet information related to leases as of November 30, 2023 are as below: $ Cost 159,870 Accumulated amortization (27,092 ) Foreign exchange (23,884 ) Net carrying value at November 30, 2023 108,894 Future minimum lease payments related to lease obligations are as follows: $ 2024 20,212 2025 26,949 2026 26,949 2027 26,949 2028 26,949 2029 26,949 2030 13,473 Total minimum lease payments 168,430 Less: amount of lease payments representing effects of discounting (59,536 ) Present value of future minimum lease payments 108,894 Less: current obligations under leases (11,376 ) Lease liabilities, net of current portion 97,518 |
Loans payable
Loans payable | 3 Months Ended |
Nov. 30, 2023 | |
Loans payable | |
Loans payable | 8. Loans payable a) In June 2020, the Company entered into a financing agreement to finance the buildings described in Note 4(a). Pursuant to the agreement, the Company financed $1,253,772 of the purchase price. The Company paid $71,023 at commencement date on May 29, 2020 and would make six monthly interest payments of $37,613 commencing June 20, 2020 and repay the principal of $1,253,772 on November 20, 2020. The loan was extended after the initial maturity date. On December 27, 2021, the Company entered into an amendment agreement. Pursuant to the amendment, the Company will make 27 monthly payments starting on January 20, 2022. For the first 3 months, the Company will make monthly payments of $37,613. For the remaining 24 months, the Company will make monthly payments of $66,288. If the first 6 monthly payments are made on time, the Company may prepay the unamortized loan balance with a 2% penalty of the remaining balance. During the three months ended November 30, 2023, the Company paid interest in the amount of $nil (2022 - $nil). As of November 30, 2023, the Company has missed 17 monthly payments and the balance owing is $1,855,488 (August 31, 2023 - $1,742,648). b) On December 17, 2021, the Company entered into a financing agreement to finance an equipment purchase. On March 31, 2022, the agreement was amended to remove shipping charges. Pursuant to the amended agreement, the Company financed $295,543 of the purchase price with an interest rate of 8% per annum. The Company will make 21 monthly principal and interest payments of $15,000 and a final payment of $633 in September 2023. During the three months ended November 30, 2023, the Company paid interest in the amount of $nil (2022 - $nil). As of November 30, 2023, the Company has missed 21 monthly payments and the balance owing is $289,783 (August 31, 2023 - $284,700). |
Secured convertible notes payab
Secured convertible notes payable | 3 Months Ended |
Nov. 30, 2023 | |
Secured convertible notes payable | |
Secured convertible notes payable | 9. Secured convertible notes payable The Company has granted each and every of the secured convertible note holders a continuing security interest in, a general lien upon, and aright of set-off against all existing and future assets and property under the terms of a security agreement. a) On January 23, 2020, the Company issued two convertible notes with principal amounts of $400,000 and $200,000, respectively, with a total face value of $600,000 (the “Notes”) and warrants to purchase 240,000 shares of the Company’s common stock at $1.25 per share for 1 year. The Notes were issued with an original discount of $12,000, and bear interest at 10% per annum compounded monthly. The notes mature on July 20, 2020 and are convertible into shares of the Company’s common stock at any time prior to maturity at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Notes or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible notes and the warrants were $470,467 and $117,533 respectively. The effective conversion price was then determined to be $0.98. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $115,383 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $108,100 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $364,517. The beneficial conversion feature of $115,383, the original issue discount of $12,000 and the relative fair value of the warrants of $108,100 discounted the carrying value of the convertible debt on the date of issue. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. On June 30, 2020, the Company repaid $200,000 of the $600,000 note which left $200,000 outstanding on each note. i. First Modification: On July 1, 2020, the Company entered into amendments to the convertible notes. Pursuant to the amendments, the convertible notes bear simple interest at 5% per annum. The maturity date of the convertible notes was amended to due on demand on or before October 31, 2020. In consideration for extending the maturity date, the Company issued to the convertible note holders 16,000 common shares of the Company and warrants to purchase additional 320,000 common shares of the Company at $1.25 per share expiring October 31, 2021. Each note holder received 8,000 common shares and 160,000 warrants. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended convertible notes had a total carrying value of $400,000. As the common shares and warrants were issued as consideration for extending the convertible notes, the fair value of the common share and warrants of $218,397 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $220,065. ii. Second Modification: On November 1, 2020, the Company entered into amendments to the convertible notes. Pursuant to the amendments, the maturity date of the convertible notes was amended to due on demand on or before March 31, 2021. In consideration for extending the maturity date, the Company agreed to issue to the convertible note holders 100,000 common shares of the Company. Each note holder received 50,000 common shares. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended convertible notes had a total carrying value of $400,000. As the common shares were issued as consideration for extending the convertible notes, the fair value of the common share of $110,000 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $110,000. iii. Third Modification: On March 31, 2021, the Company entered into amendments to the convertible notes. Pursuant to the amendments, the convertible notes bear simple interest at 10% per annum. Pursuant to the amendments, the maturity date of the convertible notes was amended to due on demand on or before September 30, 2021. In consideration for extending the maturity date, the Company agreed to issue to the convertible note holders 20,000 common shares of the Company. Each note holder received 10,000 common shares. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended convertible notes had a total carrying value of $400,000. As the common shares were issued as consideration for extending the convertible notes, the fair value of the common share of $20,000 were expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $20,000. iv. Fourth Modification: On October 1, 2021, the Company entered into amendments to the convertible notes. Pursuant to the amendments, the convertible notes bear simple interest at 10% per annum. Pursuant to the amendments, the maturity date of the convertible notes was amended to due on demand on or after March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. v. Fifth Modification: On March 31, 2022, the Company entered into amendments to the convertible notes. Pursuant to the amendments, the convertible notes bear simple interest at 10% per annum. Pursuant to the amendments, the maturity date of the convertible notes was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $107,179 (August 31, 2023 - $97,205), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $400,000 (August 31, 2023 - $400,000). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. b) On September 29, 2020, the Company issued a convertible note with a fair value of $163,341 (the “Note”) and warrants to purchase 130,673 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after March 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to March 27, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible note and the warrants were $85,330 and $78,011 respectively. The effective conversion price was then determined to be $0.65. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $85,330 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $78,011 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On March 31, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before September 30, 2021. In consideration for extending the maturity date, the Company issued to the convertible note holder 8,268 common shares of the Company. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment The extended convertible note had a total carrying value of $163,341. As the common shares were issued as consideration for extending the convertible note, the fair value of the common shares of $8,268 was expensed under extinguishment accounting. The fair value of these costs were included in the calculation of the loss on extinguishment of $8,268. ii. Second Modification: On June 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. iii. Third Modification: On November 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. iv. Fourth Modification: On March 31, 2022, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bear simple interest at 10% per annum. Pursuant to the amendment, the maturity date of the convertible note was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $35,119 (August 31, 2023 - $33,540), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $63,341 (August 31, 2023 - $63,341). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. c) On October 26, 2020, the Company issued a convertible note with a face value of $37,613 (the “Note”) and warrants to purchase 30,090 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after April 23, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible note and the warrants were $20,176 and $17,437 respectively. The effective conversion price was then determined to be $0.65. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $20,176 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $17,437 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On June 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. ii. Second Modification: On November 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. iii. Third Modification: On March 31, 2022, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bear simple interest at 10% per annum. Pursuant to the amendment, the maturity date of the convertible note was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $11,644 (August 31, 2023 - $10,706), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $37,613 (August 31, 2023 - $37,613). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. d) On November 11, 2020, the Company issued a convertible note with a face value of $85,937 (the “Note”) and warrants to purchase 68,750 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after May 9, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible note and the warrants were $48,258 and $37,679 respectively. The effective conversion price was then determined to be $0.70. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $48,258 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $37,679 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On June 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before November 30, 2021 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. ii. Second Modification: On November 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. iii. Third Modification: On March 31, 2022, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bear simple interest at 10% per annum. Pursuant to the amendment, the maturity date of the convertible note was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $26,229 (August 31, 2023 - $24,087), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $85,937 (August 31, 2023 - $85,937). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. e) On December 2, 2020, the Company issued a convertible note with a face value of $600,000 (the “Note”) and warrants to purchase 240,000 shares of the Company’s common stock at $1.25 per share for 2 years. The Note bears interest at 10% per annum. The Note is due on demand after November 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to November 27, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible note and the warrants were $457,436 and $142,564 respectively. The effective conversion price was then determined to be $0.95. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $457,436 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $22,564 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $Nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On October 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was granted. As the creditor has granted a concession, the guidance contained in ASC 470-60-35 was applied. As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. ii. Second Modification: On March 31, 2022, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bear simple interest at 10% per annum. Pursuant to the amendment, the maturity date of the convertible note was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $179,671 (August 31, 2023 - $164,712), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $600,000 (August 31, 2023 - $600,000). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. f) On January 7, 2021, the Company issued a convertible note with a face value of $300,000 (the “Note). The Note bears interest at 10% per annum and is due on demand after November 27, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to April 23, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note under ASC 815-15, Derivatives and Hedging i. First Modification: On October 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The maturity date of the convertible note was amended to due on demand on or before March 31, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was granted. As the creditor has granted a concession, the guidance contained in ASC 470-60-35 was applied. As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. ii. Second Modification: On March 31, 2022, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bear simple interest at 10% per annum. Pursuant to the amendment, the maturity date of the convertible note was amended to due on demand on or after September 30, 2022 for no additional consideration. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment As the future undiscounted cash flows are greater than or equal to the net carrying value of the original debt, the carrying amount of the debt at the time of the restructuring was not changed and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. Interest expense will be recognized prospectively such that a constant effective interest rate is applied to the carrying amount of the debt at the beginning of each period between restructuring and maturity, consistent with the interest method. As at November 30, 2023, the Company has recorded accrued interest of $60,000 (August 31, 2023 - $52,521), which is included in accounts payable and accrued liabilities on the consolidated balance sheets. As of November 30, 2023, the outstanding principal owing is $300,000 (August 31, 2023 - $300,000). On September 30, 2022, the Company defaulted on the Note and is in process of amending the maturity date and conversion price. g) On March 26, 2021, the Company issued a convertible note with a face value of $18,000 (the “Note”) and warrants to purchase 18,000 shares of the Company’s common stock at $0.50 per share for 1 year. The Note bears interest at 10% per annum. The Note is due on demand after September 26, 2021. The Note was convertible into shares of the Company’s common stock at any time prior to September 26, 2021 at a conversion price of $1.25 per share. The Company determined that there was no derivative liability associated with the Note or warrants under ASC 815-15, Derivatives and Hedging The relative fair values of the convertible note and the warrants were $10,096 and $7,904 respectively. The effective conversion price was then determined to be $0.70. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature (“BCF”). The Company recognized the relative fair value of the BCF of $4,016 and an equivalent discount. The Company then recognized the relative fair value of the warrants of $7,904 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $6,080. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan using effective interest rate method. i. First Modification: On November 1, 2021, the Company entered into amendment to the convertible note. Pursuant to the amendment, the convertible note bears simple interest at 10% per annum. The |
Equity
Equity | 3 Months Ended |
Nov. 30, 2023 | |
Equity | |
Equity | 10. Equity During the three months ended November 30, 2022: On September 21, 2022, the Company issued 1,350,000 shares of common stock at $0.40 per share for $540,000 subscriptions received during the year ended August 31, 2022. On October 7, 2022, the Company issued 1,575,000 shares of common stock at $0.40 per share for proceeds of $630,000. In connection with the financing, the Company incurred finder’s fee of $10,000 and share issuance costs of $2,792. On October 7, 2022, the Company issued 75,000 shares of common stock with a fair value of $44,606 to settle related party accounts payable of $30,000, resulting in a loss on settlement of $14,606. On October 7, 2022, the Company issued 70,560 shares of common stock with a fair value of $41,966 to settle $29,529 in debt, resulting in a loss on settlement of $12,437. During the three months ended November 30, 2023: On September 5, 2023, the Company issued 150,000 shares of common stock at $0.20 per share for $30,000 subscriptions received during the year ended August 31, 2023. On October 20, 2023, the Company issued 100,000 shares of common stock at $0.20 per share for $20,000 subscriptions received during the year ended August 31, 2023. At November 30, 2023, the Company had received $376,000 in cash for shares subscriptions at $0.20 per share. |
Related party transactions and
Related party transactions and balances | 3 Months Ended |
Nov. 30, 2023 | |
Related party transactions and balances | |
Related party transactions and balances | 11. Related party transactions and balances All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount which is the amount agreed to by the Company and the related party. a) Key management compensation and related party transactions The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel were as follows: Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Consulting fees and benefits $ 125,640 $ 97,041 Signing bonus 44,214 - $ 169,854 $ 97,041 b) Amounts due to related parties In the normal course of operations, the company shares certain administrative resources with companies related by common management and directors. The administrative resources and services, which were provided in the normal course of operations, were measured at the exchange. All amounts payable and receivable are non-interest bearing, unsecured and due on demand. The following table summarizes the amounts due to related parties: November 30, 2023 August 31, 2023 Chief Executive Officer and Director $ 168,607 $ 156,028 Chief Operating Officer and Director 212,981 201,612 An entity controlled by the Chief Financial Officer 94,559 84,962 Chief Business Development Officer 64,716 - An entity controlled by a Director 174,690 159,690 Director 96,660 91,000 $ 812,212 $ 693,292 As of November 30, 2023, the Company had $812,212 (August 31, 2023 - $693,292) payable to related parties. From this amount, $738,622 (August 31, 2023 - $623,292) was for expenses incurred or expensed paid on behalf of the Company by the parties and $70,000 (August 31, 2023 - $70,000) was for advances received from the parties. |
Financial risk factors
Financial risk factors | 3 Months Ended |
Nov. 30, 2023 | |
Financial risk factors | |
Financial risk factors | 12. Financial risk factors The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: a) Credit risk: Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash account. Cash accounts are held with major banks in Canada. The Company has deposited its cash with a bank from which management believes the risk of loss is low. b) Liquidity risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accounts payable are due within the current operating period. The Company has a working capital deficit and requires additional financing to meet its current obligations (see Note 1). c) Market risk: Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk. d) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates. e) Foreign exchange risk: Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies other than the Canadian dollar. The Company has not entered into any foreign currency contracts to mitigate risk, but manages the risk my minimizing the value of financial instruments denominated in foreign currency. The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Canadian dollars: November 30, 2023 November 30, 2022 Balance in Canadian dollars: Cash and cash equivalents $ - $ 20,119 Accounts receivable - 5,088 Accounts payable and accrued liabilities (1,090,094 ) (759,049 ) Net exposure (1,090,094 ) (733,842 ) Balance in US dollars: $ (802,602 ) $ (543,264 ) A 10% change in the US dollar to the Canadian dollar exchange rate would impact the Company’s net loss by approximately $80,260 for the three months ended November 30, 2023 (November 30, 2022 – $54,326). The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Colombian Pesos: November 30, 2023 November 30, 2022 Balance in Colombian Pesos dollars: Cash and cash equivalents $ 161,740,742 $ 497,503,203 Other receivables 610,896,830 464,905,150 Accounts payable (3,517,841,261 ) (3,507,701,444 ) Net exposure (2,745,203,689 ) (2,545,290,091 ) Balance in US dollars: $ (685,005 ) $ (527,303 ) A 10% change in the US dollar to the Colombian Peso exchange rate would impact the Company’s net loss by approximately $68,500 for the three months ended November 30, 2023 (November 30, 2022 - $52,730). |
Capital management
Capital management | 3 Months Ended |
Nov. 30, 2023 | |
Capital management | |
Capital management | 13. Capital management The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the business and continue as a going concern. The Company considers capital to be all accounts in equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company has a working capital deficit and requires additional capital to finance is future business plans. The Company is not subject to any externally imposed capital requirements. |
Commitments
Commitments | 3 Months Ended |
Nov. 30, 2023 | |
Commitments | |
Commitments | 14. Commitments a) As of November 30, 2023, the Company recorded a contingent liability of $547,190 (CAD$700,000) for expenses in connection with Allied Colombia acquisition, which is included in the balance of accounts payable and accrued liabilities on the consolidated balance sheet. b) The Company has entered into leases for farm land in Colombia. See Note 7 for details. c) In June 2019, the Company’s wholly owned subsidiary, AM Biosciences, signed a production and manufacturing contract to begin the manufacturing of the full building initially intended for the Canada extraction and production facility. The Company had determined to utilize these building assets in connection with potential United States operations in the State of Nevada upon on the occurrence or waiver of the changes in U.S. federal law to permit the general cultivation, distribution, and possession of marijuana or to remove the regulation of such activities from the federal laws of the United States. In connection with that determination, on March 30, 2021, the Company’s wholly owned subsidiary, Allied US Products LLC, entered into a contingent asset purchase agreement (“Agreement”) to acquire two privileged licenses issued by the Nevada Department of Taxation purposed for the cultivation of cannabis (the “Licenses”). In consideration for the licenses, the Company agreed to pay $150,000, issue a $1,350,000 promissory note and assume certain liabilities. Concurrent with the execution of the Agreement, the Company’s wholly owned subsidiary, Tactical Relief LLC, agreed to enter into a 25-year land lease with the Fiore Subsidiary. As the Company made payments towards the purchase of the prefabricated buildings, various parts of the building were delivered to the property on the land lease. In December 2022, the Company was advised that the Fiore Subsidiary had become insolvent and that a trustee’s sale had been scheduled for the property which the Company had agreed to lease. In order to protect the Company’s interests, the Company filed a complaint in the Eighth Judicial District Court in Clark County, Nevada seeking injunctive relief to terminate the trustee’s sale or alternatively money damages. The Company filed a lis pendens against the property to reflect this complaint and to protect its interests in the building. However, the trustee’s sale went forward and the successful bidder claimed that the buildings were part of the real property and that it became the owner of the buildings. As a result, the Company filed suit, seeking a declaration of the Company’s ownership of the buildings as the buildings were personal property and not a part of the real property. A status conference was held for December 13, 2023 and the Company is currently waiting for the next court date. |
Share purchase warrants
Share purchase warrants | 3 Months Ended |
Nov. 30, 2023 | |
Share purchase warrants | |
Share purchase warrants | 15. Share purchase warrants The following table summarizes the continuity of share purchase warrants: Number of warrants Weighted average exercise price $ Balance, August 31, 2023 5,459,000 1.06 Expired (3,486,999 ) 1.25 Balance, November 30, 2023 1,972,001 0.72 As at November 30, 2023, the following share purchase warrants were outstanding: Number of warrants Exercise price $ Expiry date 66,667 1.25 January 29, 2024 66,667 1.25 February 7, 2024 113,334 1.25 February 12, 2024 40,000 1.25 February 20, 2024 300,000 1.25 February 21, 2024 177,600 1.25 February 26, 2024 120,000 1.25 February 28, 2024 20,000 1.25 March 7, 2024 67,733 1.25 May 27, 2024 1,000,000 0.20 July 30, 2025 1,972,001 |
Stock Options
Stock Options | 3 Months Ended |
Nov. 30, 2023 | |
Stock Options | |
Stock Options | 16. Stock options A summary of the Company’s stock option activity is as follows: Number of Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ Balance, August 31, 2023 12,140,000 0.25 3.70 55,900 Granted 300,000 0.22 4.84 Outstanding, November 30, 2023 12,440,000 0.25 3.48 - Exercisable, November 30, 2023 11,456,667 0.25 3.45 - During the three months ended November 30, 2023, the Company recorded stock-based compensation of $143,653 (2022 - $545,171) for options granted and vested during the period as consulting fees on the consolidated statement of operations. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Expected dividend yield 0 % 0 % Expected volatility 165 % 150 % Expected life (in years) 5.00 4.05 Risk-free interest rate 4.60 % 3.38 % At November 30, 2023, there was $276,661 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Plan. |
Non cash activities
Non cash activities | 3 Months Ended |
Nov. 30, 2023 | |
Non cash activities | |
Non-cash activities | 17. Non-cash activities Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Non-cash activities: Shares issued to settle debt - 59,529 |
Segment disclosure
Segment disclosure | 3 Months Ended |
Nov. 30, 2023 | |
Segment disclosure | |
Segment disclosure | 18. Segment disclosure The Company has two operating segments including: a) Allied Colombia, a Colombian based company through which the Company intends to commence commercial production in Colombia. (Allied Colombia) b) Allied Corp. which consists of the rest of the Company’s operations. (Allied) Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the Allied reporting segment in one geographical area (Canada), and the Allied Colombia reporting segment in one geographical area (Colombia). Financial statement information by operating segment for the three months ended November 30, 2023 is presented below: Allied $ Allied Colombia $ Total $ Gross margin - 17,036 17,036 Net loss (640,462 ) (196,211 ) (836,673 ) Depreciation and amortization 16,621 18,798 35,419 Total assets as of November 30, 2023 593,446 1,415,448 2,008,894 Geographic information for the three months ended and as at November 30, 2023 is presented below: Gross Margin $ Total Assets $ Canada - 593,446 Colombia 17,036 1,415,448 Total 17,036 2,008,894 |
Subsequent events
Subsequent events | 3 Months Ended |
Nov. 30, 2023 | |
Subsequent events | |
Subsequent events | 19. Subsequent events a) On December 1, 2023, the Company issued 2,006,990 shares of common stock at $0.20 per share for $296,000 subscription received and proceeds of $105,398. In connection with the financing, the Company issued additional 42,000 shares of common stock with a fair value of $3,024 as finder’s fees. b) On December 4, 2023, the Company issued a secured convertible note with a face value of $50,000. The notes bear interest at 10% per annum and is due on demand on or after December 31, 2024. The note is convertible into shares of the Company’s common stock at any time prior to December 31, 2024 at a conversion price of $0.20 per share. c) On December 20, 2023, the Company modified the exercise prices and expiry dates for previously granted and unexercised options as follows: Number of stock options Exercise price before modification Maturity date before modification Modified exercise price Modified maturity date 1,500,000 $0.25 February 1, 2026 $0.20 January 1, 2029 600,000 $0.22 February 1, 2026 $0.20 January 1, 2029 300,000 $0.25 May 1, 2027 $0.20 January 1, 2029 450,000 $0.22 May 1, 2027 $0.20 January 1, 2029 6,000,000 $0.24 March 8, 2028 $0.20 January 1, 2029 140,000 $0.20 June 3, 2028 $0.20 January 1, 2029 |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Nov. 30, 2023 | |
Significant accounting policies | |
Principles of consolidation | These consolidated financial statements include accounts of Allied Corp. and its wholly-owned subsidiaries, including AM Biosciences, Allied US Products LLC, Tactical Relief LLC, Baleno Ltd. and Allied Colombia. Subsidiaries are consolidated from the date of acquisition and control and continue to be consolidated until the date that such control ceases. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these returns through its power over the investee. All intercompany balances, income, expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated on consolidation. |
Cash and cash equivalents | Cash is comprised of cash on hand, cash held in trust accounts and demand deposits. Cash equivalents are short-term, highly liquid investments with maturities within three months when acquired. The Company did not have any cash equivalents as of November 30, 2023 and August 31, 2023. |
Property, plant and equipment | Property, plant and equipment are stated at cost. The Company depreciates the cost of property, plant and equipment over their estimated useful lives at the following annual rates and methods: Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 - 10 years straight-line basis Land equipment 10 years straight-line basis |
Inventory | Inventory is comprised of raw materials, supplies, vegetative and flowering plants, dried flower, diluted crude and CBD isolates available for sale, and purchased cannabis products. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and records write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage. Actual inventory losses may differ from management’s estimates and such differences could be material to the Company’s consolidated balance sheets, statements of net loss and comprehensive loss and statements of cash flows. |
Intangible assets | Intangible assets include licenses which are being amortized over their estimated useful lives of 10 years. The Company’s licenses are amortized over their economic or legal life on a straight-line basis, whichever is shorter. The licenses have been amortized from the date of acquisition. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. |
Long-lived assets | In accordance with ASC 360, Property, Plant and Equipment |
Foreign currency translation and functional currency conversion | Items included in these consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entities operate (the “functional currency”). Prior to September 10, 2019, the Company’s functional currency was the Canadian dollar. Translation gains and losses from the application of the U.S. dollar as the reporting currency during the period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. The Company re-assessed its functional currency and determined as at September 10, 2019, its functional currency changed from the Canadian dollar to the U.S. dollar based on management’s analysis of changes in our organization. The change in functional currency was accounted for prospectively from September 10, 2019 and prior period financial statements were not restated for the change in functional currency. For periods commencing September 10, 2019, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets and non-monetary liabilities incurred after September 10, 2019 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transactions. Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign exchange gains. The Company assessed the functional currency for Allied Colombia to be the Colombian peso. The functional currency for all other subsidiaries is the U.S. dollar. |
Share issuance costs | Costs directly attributable to the raising of capital are charged against the related share capital. Costs related to shares not yet issued are recorded as deferred share issuance costs. These costs are deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related share capital or charged to operations if the shares are not issued. |
Research and development costs | Research and development costs are expensed as incurred. During the three months ended November 30, 2023, the Company incurred research and development costs of $nil (November 30, 2022 – $nil). |
Advertising costs | Advertising costs are expensed as incurred. During the three months ended November 30, 2023, the Company incurred advertising costs of $195 (November 30, 2022 – $3,026). |
Revenue Recognition | The Company’s revenue is comprised of sales of cannabis products. The Company’s revenue-generating activities have a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs when the product is shipped or delivered to the customer, depending upon the method of distribution and shipping terms set forth in the customer contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the sale of the Company’s product. Certain of the Company’s customer contracts may provide the customer with a right of return. In certain circumstances the Company may also provide a retrospective price adjustment to a customer. These items give rise to variable consideration, which is recognized as a reduction of the transaction price based upon the expected amounts of the product returns and price adjustments at the time revenue for the corresponding product sale is recognized. The determination of the reduction of the transaction price for variable consideration requires that the Company make certain estimates and assumptions that affect the timing and amounts of revenue recognized. Sales of products are for cash or otherwise agreed-upon credit terms. The Company’s payment terms vary by location and customer; however, the time period between when revenue is recognized and when payment is due is not significant. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, write-off history, the aging of accounts receivable and an analysis of customer data. |
Net income (loss) per common share | Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. |
Income taxes | The Company accounts for income taxes under ASC 740, Income Taxes |
Related party transactions | Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. The Company discloses related party transactions that are outside of normal compensatory agreements, such as salaries. Related party transactions are measured at the exchange amounts. |
Significant accounting estimates and judgments | The preparation of the financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Although management uses historical experience and its best knowledge of the amount, events or actions to for the basis for judgments and estimates, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. Significant estimates and assumptions included in these financial statements relate to the valuation assumptions related to the estimated useful lives and recoverability of long-lived assets, stock-based compensation, and deferred income tax assets and liabilities. Judgments are required in the assessment of the Company’s ability to continue to as going concern as described in Note 1. |
Financial instruments | ASC 825, Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, due from related parties, accounts payable, note payable, and convertible notes payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments which are categorized as loans and receivables approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. For certain of the Company’s financial instruments, including accounts payable, due from related parties, notes and loans payable, the carrying amounts approximate their fair values due to the short maturities. The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of November 30, 2023 and August 31, 2023 other than cash. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. |
Leases | The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7 – Leases. |
Recent accounting pronouncements | In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company does not expect that recent accounting pronouncements or changes in accounting pronouncements during the three months ended November 30, 2023, are of significance or potential significance to the Company. |
Significant accounting polici_3
Significant accounting policies (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Significant accounting policies | |
Schedule of property plant and equipment estimated useful lives | Farm facility and equipment 1 - 10 years straight-line basis Office and computer equipment 5 - 10 years straight-line basis Land equipment 10 years straight-line basis |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Inventory | |
Schedule of Inventory | November 30, 2023 August 31, 2023 Work in progress $ 65,125 $ 80,094 Finished goods 180,889 27,416 Inventory in transit - Total inventory $ 246,014 $ 107,510 |
Deposits and advances (Tables)
Deposits and advances (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Deposits and advances | |
Schedule of deposits and advances | November 30, 2023 August 31, 2023 Prepayments for construction facility in Colombia $ 24,396 $ 26,354 Total deposits and advances $ 24,396 $ 26,354 |
Property plant and equipment (T
Property plant and equipment (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Property plant and equipment | |
Schedule of property plant and equipment | Construction in process Farm facility and equipment Office and computer equipment Land equipment Total Cost August 31, 2023 $ 429,749 $ 1,346,373 $ 29,952 $ 29,525 $ 1,835,599 Foreign exchange 8,577 13,601 598 589 23,365 November 30, 2023 $ 438,326 $ 1,359,974 $ 30,550 $ 30,114 $ 1,858,964 Accumulated depreciation August 31, 2023 $ - $ 404,559 $ 7,700 $ 6,148 $ 418,407 Additions - 54,970 973 733 56,676 Foreign exchange - 6,844 172 137 7,153 November 30, 2023 $ - $ 466,373 $ 8,845 $ 7,018 $ 482,236 Net book value August 31, 2023 $ 429,749 $ 941,814 $ 22,252 $ 23,377 $ 1,417,192 November 30, 2023 $ 438,326 $ 893,601 $ 21,705 $ 23,096 $ 1,376,728 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Intangible assets | |
Schedule of intangible assets | Cost $ Foreign exchange $ Accumulated amortization $ Accumulated impairment $ November 30, 2023 Net carrying value $ August 31, 2023 Net carrying value $ Cannabis licenses 5,451,409 (468,965 ) (1,141,968 ) (3,801,667 ) 38,809 40,301 5,451,409 (468,965 ) (1,141,968 ) (3,801,667 ) 38,809 40,301 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Leases | |
Schedule of components of lease expenses | Operating lease cost: $ Amortization of right-of-use assets 4,070 Interest on lease liabilities 2,540 Total operating lease cost 6,610 |
Schedule of supplemental cash flow and other information related to leases | $ Lease payments 6,610 |
Schedule of supplemental balance sheet information related to leases | $ Cost 159,870 Accumulated amortization (27,092 ) Foreign exchange (23,884 ) Net carrying value at November 30, 2023 108,894 |
Schedule of future minimum lease payments | $ 2024 20,212 2025 26,949 2026 26,949 2027 26,949 2028 26,949 2029 26,949 2030 13,473 Total minimum lease payments 168,430 Less: amount of lease payments representing effects of discounting (59,536 ) Present value of future minimum lease payments 108,894 Less: current obligations under leases (11,376 ) Lease liabilities, net of current portion 97,518 |
Related party transactions an_2
Related party transactions and balances (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Related party transactions and balances | |
Schedule of related party compensation costs | Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Consulting fees and benefits $ 125,640 $ 97,041 Signing bonus 44,214 - $ 169,854 $ 97,041 |
Schedule of due from related party | November 30, 2023 August 31, 2023 Chief Executive Officer and Director $ 168,607 $ 156,028 Chief Operating Officer and Director 212,981 201,612 An entity controlled by the Chief Financial Officer 94,559 84,962 Chief Business Development Officer 64,716 - An entity controlled by a Director 174,690 159,690 Director 96,660 91,000 $ 812,212 $ 693,292 |
Financial risk factors (Tables)
Financial risk factors (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Financial risk factors | |
Schedule of foreign currency translation | November 30, 2023 November 30, 2022 Balance in Canadian dollars: Cash and cash equivalents $ - $ 20,119 Accounts receivable - 5,088 Accounts payable and accrued liabilities (1,090,094 ) (759,049 ) Net exposure (1,090,094 ) (733,842 ) Balance in US dollars: $ (802,602 ) $ (543,264 ) November 30, 2023 November 30, 2022 Balance in Colombian Pesos dollars: Cash and cash equivalents $ 161,740,742 $ 497,503,203 Other receivables 610,896,830 464,905,150 Accounts payable (3,517,841,261 ) (3,507,701,444 ) Net exposure (2,745,203,689 ) (2,545,290,091 ) Balance in US dollars: $ (685,005 ) $ (527,303 ) |
Share purchase warrants (Tables
Share purchase warrants (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Share purchase warrants | |
Schedule of share purchase warrants | Number of warrants Weighted average exercise price $ Balance, August 31, 2023 5,459,000 1.06 Expired (3,486,999 ) 1.25 Balance, November 30, 2023 1,972,001 0.72 Number of warrants Exercise price $ Expiry date 66,667 1.25 January 29, 2024 66,667 1.25 February 7, 2024 113,334 1.25 February 12, 2024 40,000 1.25 February 20, 2024 300,000 1.25 February 21, 2024 177,600 1.25 February 26, 2024 120,000 1.25 February 28, 2024 20,000 1.25 March 7, 2024 67,733 1.25 May 27, 2024 1,000,000 0.20 July 30, 2025 1,972,001 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Stock Options | |
Schedule of Stock Options activity | Number of Options Weighted Average Exercise Price $ Weighted Average Remaining Contractual Term Aggregate Intrinsic Value $ Balance, August 31, 2023 12,140,000 0.25 3.70 55,900 Granted 300,000 0.22 4.84 Outstanding, November 30, 2023 12,440,000 0.25 3.48 - Exercisable, November 30, 2023 11,456,667 0.25 3.45 - |
Schedule of weighted average assumptions | Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Expected dividend yield 0 % 0 % Expected volatility 165 % 150 % Expected life (in years) 5.00 4.05 Risk-free interest rate 4.60 % 3.38 % |
Non cash activities (Tables)
Non cash activities (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Non cash activities | |
Schedule of Non-cash activities | Three Months Ended November 30, 2023 Three Months Ended November 30, 2022 Non-cash activities: Shares issued to settle debt - 59,529 |
Segment disclosure (Tables)
Segment disclosure (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Segment disclosure | |
Schedule of operating segment | Allied $ Allied Colombia $ Total $ Gross margin - 17,036 17,036 Net loss (640,462 ) (196,211 ) (836,673 ) Depreciation and amortization 16,621 18,798 35,419 Total assets as of November 30, 2023 593,446 1,415,448 2,008,894 |
Schedule of geographical information | Gross Margin $ Total Assets $ Canada - 593,446 Colombia 17,036 1,415,448 Total 17,036 2,008,894 |
Subsequent events (Tables)
Subsequent events (Tables) | 3 Months Ended |
Nov. 30, 2023 | |
Subsequent events | |
Schedule of granted and unexercised options | Number of stock options Exercise price before modification Maturity date before modification Modified exercise price Modified maturity date 1,500,000 $0.25 February 1, 2026 $0.20 January 1, 2029 600,000 $0.22 February 1, 2026 $0.20 January 1, 2029 300,000 $0.25 May 1, 2027 $0.20 January 1, 2029 450,000 $0.22 May 1, 2027 $0.20 January 1, 2029 6,000,000 $0.24 March 8, 2028 $0.20 January 1, 2029 140,000 $0.20 June 3, 2028 $0.20 January 1, 2029 |
Nature of operations reverse _2
Nature of operations reverse takeover transaction and going concern (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Nature of operations reverse takeover transaction and going concern | ||
Net losses | $ (836,673) | $ (1,309,541) |
Working capital deficit | $ (8,699,414) |
Significant accounting polici_4
Significant accounting policies (Details) | 3 Months Ended |
Nov. 30, 2023 | |
Land Equipment [Member] | |
Estimated useful lives | 10 years |
Minimum [Member] | Farm facility and equipment [Member] | |
Estimated useful lives | 1 year |
Minimum [Member] | Office and Computer Equipment [Member] | |
Estimated useful lives | 5 years |
Maximum [Member] | Farm facility and equipment [Member] | |
Estimated useful lives | 10 years |
Maximum [Member] | Office and Computer Equipment [Member] | |
Estimated useful lives | 10 years |
Significant accounting polici_5
Significant accounting policies (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Significant accounting policies | ||
Intangible asset estimated useful life | 10 years | |
Research and development costs | $ 0 | $ 0 |
Advertising costs | $ 195 | $ 3,026 |
Inventory (Details)
Inventory (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Inventory | ||
Work-in-progress | $ 65,125 | $ 80,094 |
Finished goods | 180,889 | 27,416 |
Inventory in transit | 0 | |
Total inventory | $ 246,014 | $ 107,510 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Inventory | ||
Write-off of inventory | $ 0 | $ 43,861 |
Write-off of inventory additional | 1,463,157 | |
Net realizable value | 0 | |
Net realizable value additional | $ 246,014 | $ 107,510 |
Deposits and advances (Details)
Deposits and advances (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Total deposits and advances | $ 24,396 | $ 26,354 |
Prepayments for construction facility in Colombia [Member] | ||
Total deposits and advances | $ 24,396 | $ 26,354 |
Deposits and advances (Details
Deposits and advances (Details Narrative) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Total deposits and advances | $ 24,396 | $ 26,354 |
Prepayments for construction facility in Colombia [Member] | ||
Total deposits and advances | $ 24,396 | $ 26,354 |
Property plant and equipment (D
Property plant and equipment (Details) | Nov. 30, 2023 USD ($) |
Cost of asset, Beginning balance | $ 1,835,599 |
Cost of asset, Foreign exchange | 23,365 |
Cost of asset, Ending balance | 1,858,964 |
Accumulated depreciation, Beginning balances | 418,407 |
Accumulated depreciation, Additions | 56,676 |
Accumulated depreciation, Foreign exchange | 7,153 |
Accumulated depreciation, Ending balance | 482,236 |
Net book value, Beginning balance | 1,417,192 |
Net book value, Ending balance | 1,376,728 |
Land Equipment [Member] | |
Cost of asset, Beginning balance | 29,525 |
Cost of asset, Foreign exchange | 589 |
Cost of asset, Ending balance | 30,114 |
Accumulated depreciation, Beginning balances | 6,148 |
Accumulated depreciation, Additions | 733 |
Accumulated depreciation, Foreign exchange | 137 |
Accumulated depreciation, Ending balance | 7,018 |
Net book value, Beginning balance | 23,377 |
Net book value, Ending balance | 23,096 |
Construction in progress [Member] | |
Cost of asset, Beginning balance | 429,749 |
Cost of asset, Foreign exchange | 8,577 |
Cost of asset, Ending balance | 438,326 |
Accumulated depreciation, Beginning balances | 0 |
Accumulated depreciation, Additions | 0 |
Accumulated depreciation, Foreign exchange | 0 |
Accumulated depreciation, Ending balance | 0 |
Net book value, Beginning balance | 429,749 |
Net book value, Ending balance | 438,326 |
Farm facility and equipment [Member] | |
Cost of asset, Beginning balance | 1,346,373 |
Cost of asset, Foreign exchange | 13,601 |
Cost of asset, Ending balance | 1,359,974 |
Accumulated depreciation, Beginning balances | 404,559 |
Accumulated depreciation, Additions | 54,970 |
Accumulated depreciation, Foreign exchange | 6,844 |
Accumulated depreciation, Ending balance | 466,373 |
Net book value, Beginning balance | 941,814 |
Net book value, Ending balance | 893,601 |
Office and Computer Equipment [Member] | |
Cost of asset, Beginning balance | 29,952 |
Cost of asset, Foreign exchange | 598 |
Cost of asset, Ending balance | 30,550 |
Accumulated depreciation, Beginning balances | 7,700 |
Accumulated depreciation, Additions | 973 |
Accumulated depreciation, Foreign exchange | 172 |
Accumulated depreciation, Ending balance | 8,845 |
Net book value, Beginning balance | 22,252 |
Net book value, Ending balance | $ 21,705 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Aug. 31, 2023 | |
Cost | $ 5,451,409 | |
Foreign Exchange | (468,965) | |
Accumulated amortization | (1,141,968) | |
Accumulated impairment | (3,801,667) | |
Net carrying value | 38,809 | $ 40,301 |
Cannabis Licenses [Member] | ||
Cost | 5,451,409 | |
Foreign Exchange | (468,965) | |
Accumulated amortization | (1,141,968) | |
Accumulated impairment | (3,801,667) | |
Net carrying value | $ 38,809 | $ 40,301 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2021 | Feb. 17, 2020 | |
Amortization of licenses | $ (1,141,968) | |||
Other Intangible Assets [Licenses] | ||||
Impairment of intangible assets | $ 2,687,695 | |||
Amortization of licenses | $ 1,437 | $ 2,951 | ||
Intangible Assets [Member] | Allied Colombia [Member] | ||||
Amortization of licenses | 658,836 | |||
Acquisition of licenses | $ 5,435,334 | |||
Amortization included in inventory | $ 158,121 |
Leases (Details)
Leases (Details) | 3 Months Ended |
Nov. 30, 2023 USD ($) | |
Operating lease cost: | |
Amortization of right-of-use assets | $ 4,070 |
Interest on lease liabilities | 2,540 |
Total operating lease cost | $ 6,610 |
Leases (Details 1)
Leases (Details 1) | 3 Months Ended |
Nov. 30, 2023 USD ($) | |
Leases | |
Lease payments | $ 6,610 |
Leases (Details 2)
Leases (Details 2) | Nov. 30, 2023 USD ($) |
Leases | |
Cost | $ 159,870 |
Accumulated amortization | (27,092) |
Foreign exchange | (23,884) |
Net carrying value | $ 108,894 |
Leases (Details 3)
Leases (Details 3) | Nov. 30, 2023 USD ($) |
Leases | |
2024 | $ 20,212 |
2025 | 26,949 |
2026 | 26,949 |
2027 | 26,949 |
2028 | 26,949 |
2029 | 26,949 |
2030 | 13,473 |
Total minimum lease payments | 168,430 |
Less: amount of lease payments representing effects of discounting | (59,536) |
Present value of future minimum lease payments | 108,894 |
Less current obligations under leases | (11,376) |
Lease liabilities, net of current portion | $ 97,518 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||
Aug. 10, 2021 | Nov. 30, 2023 | Aug. 31, 2021 | |
Leases | |||
Operating lease assets and liabilities | $ 82,398 | ||
Monthly payments | $ 2,647 | ||
Lease liabilities | $ 104,902 | $ 70,705 | |
Lease term | 5 years | ||
Weighted average remaining operating lease term | 6 years |
Loans payable (Details Narrativ
Loans payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 27, 2021 | Nov. 20, 2020 | Jun. 20, 2020 | Nov. 30, 2023 | Aug. 31, 2023 | May 29, 2020 | |
Initialy payment for building | $ 71,023 | |||||
Monthly interest payments | $ 37,613 | |||||
Repayment of Principal Amount | $ 1,253,772 | |||||
Debt repayment description | the Company will make 27 monthly payments starting on January 20, 2022. For the first 3 months, the Company will make monthly payments of $37,613. For the remaining 24 months, the Company will make monthly payments of $66,288. If the first 6 monthly payments are made on time, the Company may prepay the unamortized loan balance with a 2% penalty of the remaining balance | |||||
Compensation cost fair value | $ 633 | |||||
June 2020 [Member] | ||||||
Purchase price of Building | 1,253,772 | |||||
Balance owing amount | 1,855,488 | $ 1,742,648 | ||||
Interest paid on loans for purchase of buildings | 0 | |||||
December 17, 2021 [Member] | ||||||
Balance owing amount | 289,783 | $ 284,700 | ||||
Final payment on promissory notes | $ 295,543 | |||||
Interest rate | 8% | |||||
Interest payment | $ 15,000 | |||||
Interest paid | $ 0 |
Secured convertible notes pay_2
Secured convertible notes payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 07, 2022 | Dec. 02, 2022 | Oct. 07, 2022 | Jan. 11, 2022 | Oct. 02, 2021 | Jan. 07, 2021 | Dec. 02, 2020 | Nov. 11, 2020 | May 17, 2023 | Feb. 28, 2023 | Nov. 28, 2022 | Jun. 16, 2022 | Mar. 29, 2022 | Feb. 22, 2022 | Jan. 31, 2022 | Dec. 23, 2021 | Nov. 02, 2021 | Oct. 25, 2021 | Jul. 25, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Mar. 26, 2021 | Oct. 26, 2020 | Sep. 29, 2020 | Jun. 30, 2020 | Jan. 23, 2020 | Nov. 30, 2023 | May 31, 2023 | Nov. 30, 2022 | May 31, 2022 | Aug. 31, 2022 | Aug. 31, 2023 | Dec. 01, 2022 | Mar. 07, 2022 | Feb. 28, 2022 | Feb. 25, 2022 | Feb. 21, 2022 | Feb. 20, 2022 | Feb. 07, 2022 | Nov. 01, 2021 | Oct. 31, 2021 | Oct. 01, 2021 | Sep. 26, 2021 | |
Relative fair value of convertible notes | $ 48,258 | $ 20,176 | $ 85,330 | $ 470,467 | |||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 60,000 | $ 150,000 | $ 10,000 | $ 150,000 | $ 100,000 | $ 250,000 | $ 500,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 600,000 | $ 70,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Simple interest rate | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | 10% | |||||||||||||||||||||||||||||||||
Beneficial conversion feature | 48,258 | $ 1,090 | 20,176 | 85,330 | 115,383 | ||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | 18,301 | $ 15,808 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued interest | $ 754 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,885 | $ 11,301 | $ 10,110 | $ 36,438 | $ 83,699 | 28,274 | 24,534 | $ 6,981 | |||||||||||||||||||||||||||||||||||
Accrued interest included in accounts payable and accrued liabilities | 35,119 | 33,540 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,518 | 3,144 | |||||||||||||||||||||||||||||||||||||||||
Principal owing | 15,000 | 15,000 | |||||||||||||||||||||||||||||||||||||||||
Principal owing one | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing two | 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing three | 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing four | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing five | 70,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing six | 60,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing seven | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing eight | 150,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal owing nine | 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible notes, Fair value | $ 39,573 | $ 40,117 | |||||||||||||||||||||||||||||||||||||||||
Warrants, Fair value | $ 59,883 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | $ 59,883 | 37,679 | 60,427 | 17,437 | 78,011 | 117,533 | |||||||||||||||||||||||||||||||||||||
Relative fair value | $ 75,600 | $ 40,117 | $ 40,800 | 39,573 | |||||||||||||||||||||||||||||||||||||||
Accrued interests | $ 16,877 | 19,370 | |||||||||||||||||||||||||||||||||||||||||
Additional paid in capital, fair value of warrants | $ 37,679 | $ 75,600 | $ 60,427 | $ 17,437 | $ 78,011 | $ 108,100 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.50 | $ 1.25 | $ 0.50 | $ 0.50 | $ 0.50 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 0.98 | $ 0.50 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 | |||||||||||||||||||||||
Stock price | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 74,400 | $ 74,400 | $ 59,200 | $ 364,517 | $ 33,910 | ||||||||||||||||||||||||||||||||||||||
Convertible debts | 1,546 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount on beneficial conversion feature | 12,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt discounted | 108,100 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding note payable | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jul. 10, 2022 | Mar. 31, 2022 | Jul. 31, 2022 | Jun. 23, 2022 | Mar. 31, 2022 | ||||||||||||||||||||||||||||||||||||||
Convertible notes payable | 3,724,891 | 3,724,891 | |||||||||||||||||||||||||||||||||||||||||
Gain/Loss on extinguishment | 0 | $ 0 | $ (27,043) | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 2 years | 2 years | 1 year | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
December 23, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14,356 | 21,616 | 19,123 | ||||||||||||||||||||||||||||||||||||||||
Principal owing | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Relative fair value | $ 40,800 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 59,200 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
One Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
One Convertible Notes [Member] | July 25, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 467 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 14,533 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 25, 2022 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 25,863 | 23,370 | |||||||||||||||||||||||||||||||||||||||||
Principal owing | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Accrued interests | 107,179 | 97,205 | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common shares | 240,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | $ 400,000 | 400,000 | |||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 12,000 | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | On July 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 5% | ||||||||||||||||||||||||||||||||||||||||||
Outstanding note payable | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Description of debt instrument | As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on extinguishment | $ 220,065 | ||||||||||||||||||||||||||||||||||||||||||
Shares received by each noteholder | 8,000 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of debt amount extingushed | $ 218,397 | ||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon debt conversion | 16,000 | ||||||||||||||||||||||||||||||||||||||||||
Purchase additional common shares | 320,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued upon debt conversion | 160,000 | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | On March 31, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Outstanding note payable | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on extinguishment | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares received by each noteholder | 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of debt amount extingushed | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon debt conversion | 20,000 | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | On October 1, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Two Convertible Notes [Member] | On November 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Outstanding note payable | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on extinguishment | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares received by each noteholder | 50,000 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of debt amount extingushed | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon debt conversion | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Note J Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 65,344 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | 68,578 | ||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital, fair value of warrants | $ 22,564 | $ 68,578 | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.62 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount on beneficial conversion feature | $ 46,078 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 111,422 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | $ 180,000 | 180,000 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | $ 46,504 | 42,016 | |||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||
Note J Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Note J Convertible Notes [Member] | On November 1, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Note K Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 35,000 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 33,772 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | 43,914 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of convertible note | 56,086 | ||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital, fair value of warrants | $ 43,914 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount on beneficial conversion feature | $ 22,314 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 35,000 | ||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | $ 8,208 | 7,336 | |||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Note K Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Eight Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Three Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 163,341 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common shares | 130,673 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | $ 63,341 | 63,341 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Three Convertible Notes [Member] | On March 31, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Outstanding note payable | $ 163,341 | ||||||||||||||||||||||||||||||||||||||||||
Description of debt instrument | As present value of the cash flows under the new debt instrument differed by more than 10% from the present value of the remaining cash flows under the terms of the original debt instrument | ||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on extinguishment | $ 8,268 | ||||||||||||||||||||||||||||||||||||||||||
Shares received by each noteholder | 8,268 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of debt amount extingushed | $ 8,268 | ||||||||||||||||||||||||||||||||||||||||||
Three Convertible Notes [Member] | On June 1, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Three Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Seven Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 179,671 | 164,712 | |||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 600,000 | 600,000 | |||||||||||||||||||||||||||||||||||||||||
Note I Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 34,221 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | 38,507 | ||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital, fair value of warrants | $ 38,507 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.61 | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount on beneficial conversion feature | $ 27,272 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | 61,493 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | $ 26,767 | 24,274 | |||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
common stock | $ 1 | ||||||||||||||||||||||||||||||||||||||||||
Note I Convertible Notes [Member] | On March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Six Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Simple interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 457,436 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | 240,000 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | 457,436 | ||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | 600,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair values of convertible warrants | $ 142,564 | ||||||||||||||||||||||||||||||||||||||||||
Eaight Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 6,080 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 60,000 | 52,521 | |||||||||||||||||||||||||||||||||||||||||
Relative fair value of warrants | 7,904 | ||||||||||||||||||||||||||||||||||||||||||
Relative fair value of convertible note | 10,096 | ||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital, fair value of warrants | $ 7,904 | ||||||||||||||||||||||||||||||||||||||||||
Conversion price | 0.70 | $ 1.25 | |||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 18,000 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued liabilities | 4,828 | 4,379 | |||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing 1 | 18,000 | 18,000 | |||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | $ 18,000 | ||||||||||||||||||||||||||||||||||||||||||
Four Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 11,644 | 10,706 | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 37,613 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common shares | 30,090 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | 37,613 | 37,613 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||||
Five Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 26,229 | 24,087 | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||
Repayment Convertible notes payable | $ 85,937 | ||||||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity term | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common shares | 68,750 | ||||||||||||||||||||||||||||||||||||||||||
Outstanding principal owing | $ 85,937 | $ 85,937 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% |
Equity (Detail Narrative)
Equity (Detail Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | |
Cash received from share subscrptions | $ 376,000 | |||
Cash received from share subscrptions price per share | $ 0.20 | |||
Issue of common share [Member] | September 21, 2022 | ||||
Common stock share issued | 1,350,000 | |||
Share issue price per share | $ 0.40 | |||
Subscription receive during period from issue of share | $ 540,000 | |||
Issue of common share [Member] | October 7, 2022 | ||||
Common stock share issued | 1,575,000 | |||
Share issue price per share | $ 0.40 | |||
Subscription receive during period from issue of share | $ 630,000 | |||
Share issue cost | $ 2,792 | |||
finder fee | $ 10,000 | |||
Issue of common share [Member] | October 7, 2022 One | ||||
Common stock share issued | 75,000 | |||
Fair value of issued of common stock | $ 44,606 | |||
Amount of account payable related party | 30,000 | |||
Loss on settlement of related party account | $ 14,606 | |||
Issue of common share [Member] | October 7, 2022 Two | ||||
Common stock share issued | 70,560 | |||
Fair value of issued of common stock | $ 41,966 | |||
Loss on settlement of related party account | 12,437 | |||
debt settlement amount | $ 29,529 | |||
Issue of common share [Member] | September 5, 2023 | ||||
Common stock share issued | 150,000 | |||
Share issue price per share | $ 0.20 | |||
Subscription receive during period from issue of share | $ 30,000 | |||
Issue of common share [Member] | October 20, 2023 | ||||
Common stock share issued | 100,000 | |||
Share issue price per share | $ 0.20 | |||
Subscription receive during period from issue of share | $ 20,000 |
Related party transactions an_3
Related party transactions and balances (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Related party transactions and balances | ||
Consulting fees and benefits | $ 125,640 | $ 97,041 |
Signing bonus | 44,214 | 0 |
Total compensation costs | $ 169,854 | $ 97,041 |
Related party transactions an_4
Related party transactions and balances (Details 1) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Amounts due from related party | $ 812,212 | $ 693,292 |
Director [Member] | ||
Amounts due from related party | 96,660 | 91,000 |
CEO and Director [Member] | ||
Amounts due from related party | 168,607 | 156,028 |
COO and Director [Member] | ||
Amounts due from related party | 212,981 | 201,612 |
CFO [Member] | ||
Amounts due from related party | 94,559 | 84,962 |
An Entity Controlled By A Director [Member] | ||
Amounts due from related party | 174,690 | 159,690 |
Chief Business Development Officer [Member] | ||
Amounts due from related party | $ 64,716 | $ 0 |
Related party transactions an_5
Related party transactions and balances (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Aug. 31, 2023 | |
Related party transactions and balances | ||
Due to related party | $ 812,212 | $ 693,292 |
Advances received from related parties | 70,000 | 70,000 |
Expensed paid to related parties | $ 738,622 | $ 623,292 |
Financial risk factors (Details
Financial risk factors (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | Nov. 30, 2022 |
Accounts payable and accrued liabilities | $ (2,465,731) | $ (2,393,359) | |
Foreign Currency Exchange Member | |||
Cash and cash equivalents | 0 | $ 20,119 | |
Accounts receivable | 0 | 5,088 | |
Accounts payable and accrued liabilities | (1,090,094) | (759,049) | |
Net exposure | (1,090,094) | (733,842) | |
Balance in US dollars | $ (802,602) | $ (543,264) |
Financial risk factors (Detai_2
Financial risk factors (Details 1) - Colombian Peso exchange rate [Member] - USD ($) | Nov. 30, 2023 | Nov. 30, 2022 |
Cash and cash equivalents | $ 161,740,742 | $ 497,503,203 |
Other receivables | 610,896,830 | 464,905,150 |
Accounts payable | (3,517,841,261) | (3,507,701,444) |
Net exposure | (2,745,203,689) | (2,545,290,091) |
Balance in US dollars | $ (685,005) | $ (527,303) |
Financial risk factors (Detai_3
Financial risk factors (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Foreign Currency Exchange Rate Member | ||
Net losses | $ 80,260 | $ 54,326 |
Exchange rate | 10% | 10% |
Colombian Peso exchange rate [Member] | ||
Net losses | $ 68,500 | $ 52,730 |
Exchange rate | 10% | 10% |
Commitments (Details Narrative)
Commitments (Details Narrative) | 3 Months Ended |
Nov. 30, 2023 USD ($) | |
Contingent liability | $ 547,190 |
June 2019 [Member] | |
Company paid | 150,000 |
Promissory note | $ 1,350,000 |
Share purchase warrants (Detail
Share purchase warrants (Details) - Warrants [Member] | 3 Months Ended |
Nov. 30, 2023 $ / shares shares | |
Number of warrants, Beginning balance | shares | 5,459,000 |
Number of warrants, expired | shares | (3,486,999) |
Ending balance | shares | 1,972,001 |
Weighted average exercise price, Beginning balance | $ / shares | $ 1.06 |
Weighted average exercise price, expired | $ / shares | 1.25 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.72 |
Share purchase warrants (Deta_2
Share purchase warrants (Details 1) | Nov. 30, 2023 $ / shares shares |
Number of warrant | 1,972,001 |
Warrant 1 [Member] | |
Number of warrant | 66,667 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Jan. 29, 2024 |
Warrant 2 [Member] | |
Number of warrant | 66,667 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 07, 2024 |
Warrant 3 [Member] | |
Number of warrant | 113,334 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 12, 2024 |
Warrant 4 [Member] | |
Number of warrant | 40,000 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 20, 2024 |
Warrant 5 [Member] | |
Number of warrant | 300,000 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 21, 2024 |
Warrant 6 [Member] | |
Number of warrant | 177,600 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 26, 2024 |
Warrant 7 [Member] | |
Number of warrant | 120,000 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Feb. 28, 2024 |
Warrant 8 [Member] | |
Number of warrant | 20,000 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | Mar. 07, 2024 |
Warrant 9 [Member] | |
Number of warrant | 67,733 |
Weighted average exercise price | $ / shares | $ 1.25 |
Expiry date | May 27, 2024 |
Warrant 10 [Member] | |
Number of warrant | 1,000,000 |
Weighted average exercise price | $ / shares | $ 0.20 |
Expiry date | Jul. 30, 2025 |
Stock options (Details)
Stock options (Details) | 3 Months Ended |
Nov. 30, 2023 $ / shares shares | |
Stock Options | |
Number of warrants, Beginning balance | 12,140,000 |
Number of options, granted | 300,000 |
Ending balance | 12,440,000 |
Number of options, Exercisable balance | 11,456,667 |
Weighted Average exercise price, Beginnning balance | $ / shares | $ 0.25 |
Weighted Average exercise price, granted | $ / shares | 0.22 |
Weighted Average exercise price, exercisable balance | $ / shares | 0.25 |
Weighted average exercise price, Ending balance | $ / shares | $ 0.25 |
Weighted average contractual term, beginning | 3 years 8 months 12 days |
Weighted average contractual term, granted | 4 years 10 months 2 days |
Weighted average contractual term, outstanding | 3 years 5 months 23 days |
Weighted average contractual term, exercisable | 3 years 5 months 12 days |
Aggregate Intrinsic value, Beginning | 55,900 |
Stock options (Details 1)
Stock options (Details 1) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Stock Options | ||
Expected dividend yield | 0% | 0% |
Expected volatility | 165% | 150% |
Expected life (in years) | 5 years | 4 years 18 days |
Risk-free interest rate | 4.60% | 3.38% |
Stock options (Details Narrativ
Stock options (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | |
Stock Options | |||
Unrecognized compensation costs- related to non-vested stock-based compensation | $ 276,661 | ||
stock-based compensation | $ 143,653 | $ 545,171 |
Noncash activities (Details)
Noncash activities (Details) - shares | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Non-Cash Activities [Member] | ||
Shares issued to settle debt | 0 | 59,529 |
Segment disclosure (Details)
Segment disclosure (Details) - USD ($) | 3 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | |
Gross margin | $ 17,036 | $ 43,667 | |
Net losses | (836,673) | $ (1,309,541) | |
Depreciation and amortization | 35,419 | ||
Total assets | 2,008,894 | $ 2,063,728 | |
Allied [Member] | |||
Gross margin | 0 | ||
Net losses | (640,462) | ||
Depreciation and amortization | 16,621 | ||
Total assets | 593,446 | ||
Allied Colombia [Member] | |||
Gross margin | 17,036 | ||
Net losses | (196,211) | ||
Depreciation and amortization | 18,798 | ||
Total assets | $ 1,415,448 |
Segment disclosure (Details 1)
Segment disclosure (Details 1) - USD ($) | 3 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | |
Gross margin | $ 17,036 | $ 43,667 | |
Total assets | 2,008,894 | $ 2,063,728 | |
Canada [Member] | |||
Gross margin | 0 | ||
Total assets | 593,446 | ||
Colombia [Member] | |||
Gross margin | 17,036 | ||
Total assets | $ 1,415,448 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] | 1 Months Ended |
Dec. 20, 2023 $ / shares shares | |
Stock Options Two [Member] | |
Number of stock options | shares | 600,000 |
Exercise price before modification | $ 0.22 |
Maturity date before modification | February 1, 2026 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Stock Options Three [Member] | |
Number of stock options | shares | 300,000 |
Exercise price before modification | $ 0.25 |
Maturity date before modification | May 1, 2027 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Stock Options Four [Member] | |
Number of stock options | shares | 450,000 |
Exercise price before modification | $ 0.22 |
Maturity date before modification | May 1, 2027 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Stock Options Five [Member] | |
Number of stock options | shares | 6,000,000 |
Exercise price before modification | $ 0.24 |
Maturity date before modification | March 8, 2028 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Stock Options Six [Member] | |
Number of stock options | shares | 140,000 |
Exercise price before modification | $ 0.20 |
Maturity date before modification | June 3, 2028 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Stock Options One [Member] | |
Number of stock options | shares | 1,500,000 |
Exercise price before modification | $ 0.25 |
Maturity date before modification | February 1, 2026 |
Modified exercise price | $ 0.20 |
Modified maturity date | January 1, 2029 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] - USD ($) | Dec. 04, 2023 | Dec. 01, 2023 |
Issued shares for subscriptions received | 2,006,990 | |
Additional stock issued | 42,000 | |
Proceeds from received in cash for share subscriptions | $ 105,398 | |
Subscription received | 296,000 | |
Finders fees | $ 3,024 | |
Shares issued, price per share | $ 0.20 | |
Secured Convertible Note [Member] | ||
Convertible note issued | $ 50,000 | |
Interest rate | 10% | |
Convertible note description | due on demand on or after December 31, 2024. The note is convertible into shares of the Company’s common stock at any time prior to December 31, 2024 at a conversion price of $0.20 per share. |