Document and Entity Information
Document and Entity Information | 3 Months Ended |
May 31, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | SALONA GLOBAL MEDICAL DEVICE CORPORATION |
Entity Central Index Key | 0001617765 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Entity Address, Address Line One | 3330 Caminito Daniella |
Entity Address, City or Town | Del Mar |
City Area Code | 800 |
Local Phone Number | 760-6826 |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92014 |
Entity Tax Identification Number | 00-0000000 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - CAD ($) | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Assets | |||
Cash and cash equivalents | $ 6,876,824 | $ 8,057,100 | $ 7,080,768 |
Restricted cash | 0 | 5,425,374 | |
Accounts receivable, net | 7,227,268 | 6,595,668 | 0 |
Inventories, net | 6,221,700 | 4,969,439 | 0 |
Marketable securities | 0 | 488,684 | |
Prepaid expenses and other receivables | 559,689 | 412,794 | 135,065 |
Total current assets | 20,885,481 | 20,035,001 | 13,129,891 |
Security deposit | 483,065 | 484,975 | 0 |
Property and equipment, net | 1,496,013 | 1,460,175 | 0 |
Operating right-of-use assets, net | 4,292,484 | 3,941,840 | 0 |
Intangible assets, net | 7,704,461 | 6,926,582 | 0 |
Goodwill | 10,554,426 | 9,833,039 | 0 |
Total assets | 45,415,930 | 42,681,612 | 13,129,891 |
Liabilities | |||
Subscription receipts | 0 | 5,425,374 | |
Line of credit | 5,237,735 | 5,497,249 | 0 |
Accounts payable and accrued liabilities | 4,035,765 | 3,679,396 | 1,047,784 |
Current portion of debt | 176,292 | 174,361 | 0 |
Current portion of lease liability | 338,226 | 245,257 | 0 |
Other liabilities | 1,447,215 | 562,262 | 15,000 |
Obligation for issuance of shares | 2,704,105 | 12,997,846 | 0 |
Total current liabilities | 13,939,338 | 23,156,371 | 6,488,158 |
Debt, net of current portion | 634,131 | 681,758 | 0 |
Lease liability, net of current portion | 4,223,784 | 3,934,431 | 0 |
Deferred tax liability | 1,927,144 | 1,755,889 | 0 |
Total liabilities | 20,724,397 | 29,528,449 | 6,488,158 |
Stockholders' equity | |||
Common stock, value | 38,391,371 | 38,046,097 | 31,065,513 |
Additional paid-in-capital | 7,457,454 | 6,985,107 | 3,625,762 |
Accumulated other comprehensive income | 629,074 | 1,006,361 | 943,320 |
Deficit | (36,531,095) | (33,364,881) | (28,992,862) |
Total stockholders' equity | 24,691,533 | 13,153,163 | 6,641,733 |
Total liabilities and stockholders' equity | 45,415,930 | 42,681,612 | 13,129,891 |
Class A Common stock [Member] | |||
Stockholders' equity | |||
Common stock, value | 480,479 | 480,479 | $ 0 |
Class A Shares to be issued [Member] | |||
Stockholders' equity | |||
Common stock, value | $ 14,264,250 | $ 0 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Common stock, No par value | $ 0 | ||
Common Stock [Member] | |||
Common stock, No par value | $ 0 | $ 0 | $ 0 |
Common stock, shares issued | 53,165,133 | 52,539,162 | 33,813,308 |
Common stock, shares outstanding | 53,165,133 | 52,539,162 | 33,813,308 |
Common Class A [Member] | Common Stock [Member] | |||
Common stock, No par value | $ 0 | $ 0 | $ 0 |
Common stock, shares issued | 1,355,425 | 1,355,425 | |
Common stock, shares outstanding | 1,355,425 | 1,355,425 | |
Class A Shares to be issued [Member] | Common Stock [Member] | |||
Common stock, shares issued | 19,019,000 | ||
Common stock, shares outstanding | 19,019,000 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,312,269 | $ 149,919 | ||
Impairment of other investments | 0 | (183,466) | ||
Total revenue | $ 10,048,548 | $ 590,440 | 18,312,269 | (33,547) |
Cost of revenue | ||||
Direct service personnel | 1,513,839 | 44,914 | 2,494,162 | 0 |
Direct material costs | 4,636,081 | 338,551 | 9,297,653 | 0 |
Other direct costs | 256,363 | 0 | 558,387 | 0 |
Total cost of revenue | 6,406,283 | 383,465 | 12,350,202 | 0 |
Gross margin | 3,642,265 | 206,975 | 5,962,067 | (33,547) |
Operating expenses | ||||
General and administrative | 2,876,460 | 497,782 | 5,728,247 | 990,284 |
Total operating expenses | 2,876,460 | 497,782 | 5,728,247 | 990,284 |
Net income (loss) before the undernoted | 765,805 | (290,807) | 233,820 | (1,023,831) |
Amortization of intangible assets | (233,335) | (8,179) | (448,348) | 0 |
Depreciation of property and equipment | (70,945) | (4,860) | (200,622) | 0 |
Amortization of right-of-use assets | (108,375) | (3,617) | (192,796) | 0 |
Interest expense | (131,849) | (7,244) | (388,065) | 0 |
Foreign exchange gain | 244 | 3,246 | 16,392 | 0 |
Gain on debt settlement | 0 | 15,538 | 15,538 | 0 |
Change in fair value of SDP earn-out consideration | (2,451,600) | 0 | ||
Change in fair value of contingent consideration | (459,693) | 0 | 5,853,701 | |
Provision for impairment | (5,520,522) | 0 | ||
Transaction costs including legal, financial, audit, US & Canadian regulatory expenses | (535,446) | (338,675) | (3,842,734) | (1,643,592) |
Net loss before taxes | (3,225,194) | (634,598) | (4,473,636) | (2,667,423) |
Current income tax expense | 0 | 0 | (12,022) | 0 |
Deferred income tax recovery | 58,980 | 0 | 113,639 | 0 |
Net loss | (3,166,214) | (634,598) | (4,372,019) | (2,667,423) |
Other comprehensive loss | ||||
Foreign currency translation gain (loss) | (377,287) | (312,125) | 63,041 | (430,428) |
Comprehensive loss | $ (3,543,501) | $ (946,723) | $ (4,308,978) | $ (3,097,851) |
Net loss per share | ||||
Basic and diluted | $ (0.06) | $ (0.02) | $ (0.1) | $ (0.08) |
Weighted average number of common stock outstanding (in shares) | 54,029,902 | 34,995,692 | 43,627,051 | 33,795,132 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity - CAD ($) | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Class A Shares to be issued [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income [Member] | Deficit [Member] | Total |
Balance at Feb. 29, 2020 | $ 31,055,842 | $ 0 | $ 3,392,371 | $ 1,373,748 | $ (26,325,439) | $ 9,496,522 | |
Balance (in shares) at Feb. 29, 2020 | 33,785,154 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 237,714 | 237,714 | |||||
Shares issued on exercise of options | $ 9,671 | (4,323) | $ 5,348 | ||||
Shares issued on exercise of options (in shares) | 28,154 | 28,154 | |||||
Shares for debt settlement | $ 0 | ||||||
Foreign currency translation gain (loss) | (430,428) | (430,428) | |||||
Net loss for the period | (2,667,423) | (2,667,423) | |||||
Balance at Feb. 28, 2021 | $ 31,065,513 | $ 0 | 3,625,762 | 943,320 | (28,992,862) | 6,641,733 | |
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 19,087 | 19,087 | |||||
Shares issued on exercise of options | $ 533,666 | (178,166) | 355,500 | ||||
Shares issued on exercise of options (in shares) | 1,492,425 | ||||||
Shares exchanged to Class A Shares | $ (480,479) | $ 480,479 | |||||
Shares exchanged to Class A Shares (in shares) | (1,355,425) | 1,355,425 | |||||
Shares for debt settlement | $ 94,999 | 94,999 | |||||
Shares for debt settlement (in shares) | 737,000 | ||||||
Shares issued on financing, net | $ 5,300,490 | 5,300,490 | |||||
Shares issued on financing, net (in shares) | 9,990,237 | ||||||
Foreign currency translation gain (loss) | (312,125) | (312,125) | |||||
Net loss for the period | (634,598) | (634,598) | |||||
Balance at May. 31, 2021 | $ 36,514,189 | $ 480,479 | 3,466,683 | 631,195 | (29,627,460) | 11,465,086 | |
Balance (in shares) at May. 31, 2021 | 44,677,545 | 1,355,425 | |||||
Balance at Feb. 28, 2021 | $ 31,065,513 | $ 0 | 3,625,762 | 943,320 | (28,992,862) | 6,641,733 | |
Balance (in shares) at Feb. 28, 2021 | 33,813,308 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 1,196,361 | 1,196,361 | |||||
Shares issued on exercise of options | $ 572,350 | (195,458) | $ 376,892 | ||||
Shares issued on exercise of options (in shares) | 1,605,042 | 1,605,042 | |||||
Shares exchanged to Class A Shares | $ (480,479) | $ 480,479 | |||||
Shares exchanged to Class A Shares (in shares) | (1,355,425) | 1,355,425 | |||||
Shares for debt settlement | $ 94,999 | $ 94,999 | |||||
Shares for debt settlement (in shares) | 737,000 | ||||||
Shares issued on financing, net | $ 7,734,631 | 2,077,577 | 9,812,208 | ||||
Shares issued on financing, net (in shares) | 17,739,237 | ||||||
Share issuance costs from financing | $ (940,917) | 280,865 | (660,052) | ||||
Foreign currency translation gain (loss) | 63,041 | 63,041 | |||||
Net loss for the period | (4,372,019) | (4,372,019) | |||||
Balance at Feb. 28, 2022 | $ 38,046,097 | $ 480,479 | 6,985,107 | 1,006,361 | (33,364,881) | 13,153,163 | |
Balance (in shares) at Feb. 28, 2022 | 52,539,162 | 1,355,425 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation | 489,089 | 489,089 | |||||
Shares issued on exercise of options | $ 8,426 | (3,097) | $ 5,329 | ||||
Shares issued on exercise of options (in shares) | 28,154 | 28,154 | |||||
Shares for debt settlement | $ 0 | ||||||
Shares issued on exercise of broker warrants | $ 229,598 | (13,645) | 215,953 | ||||
Shares issued on exercise of broker warrants (in Shares) | 454,817 | ||||||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | 14,371,500 | |||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | ||||||
Shares issued related to acquisition of SDP | $ 107,250 | $ (107,250) | |||||
Shares issued related to acquisition of SDP (in shares) | 143,000 | (143,000) | |||||
Class A Shares exchanged for common shares | $ 107,250 | $ (107,250) | 143,000 | ||||
Class A Shares exchanged for common shares (in shares) | 143,000 | (143,000) | |||||
Foreign currency translation gain (loss) | (377,287) | (377,287) | |||||
Net loss for the period | (3,166,214) | (3,166,214) | |||||
Balance at May. 31, 2022 | $ 38,391,371 | $ 480,479 | $ 14,264,250 | $ 7,457,454 | $ 629,074 | $ (36,531,095) | $ 24,691,533 |
Balance (in shares) at May. 31, 2022 | 53,165,133 | 1,355,425 | 19,019,000 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Operating activities | ||||
Net loss | $ (3,166,214) | $ (634,598) | $ (4,372,019) | $ (2,667,423) |
Non-cash items: | ||||
Depreciation and amortization | 412,655 | 16,657 | 841,766 | 0 |
Interest accretion on lease liability | 61,575 | 6,430 | 202,844 | 0 |
Realized gain on sale of marketable securities | (10,107) | 0 | ||
Gain on share for debt settlement | 15,538 | 0 | ||
Stock based compensation | 489,089 | 19,087 | 1,196,361 | 237,714 |
Change in fair value of contingent consideration | 459,693 | 0 | (5,853,701) | 0 |
Provision for impairment | 5,520,522 | 0 | ||
Forgiveness of long-term debt, net | 918,361 | 0 | ||
Change in fair value of SDP earn-out consideration | 2,451,600 | 0 | ||
Change in fair value of marketable securities | 0 | (12,045) | (6,881) | 812 |
Impairment of other investments | 0 | 183,466 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (110,662) | (193,564) | (2,065,879) | 0 |
Net repayment of credit receivables | 0 | 394,091 | ||
Prepaid expenses and other receivables | (42,082) | (458,457) | 82,104 | (2,440) |
Inventories | (779,655) | 115,076 | 248,445 | 0 |
Accounts payable and accrued liabilities | (523,938) | 498,097 | 1,516,369 | 878,606 |
Other liabilities | 300,968 | 0 | 12,759 | 0 |
Deferred tax liability | (58,980) | 0 | (113,639) | 0 |
Net cash used in operating activities | (505,951) | (643,317) | (3,703,879) | (975,174) |
Investing activities | ||||
Cash received on acquisition of SDP | 0 | 255 | 255 | 0 |
Cash received on acquisition of Mio-Guard | 3,363 | 0 | ||
Acquisition of property and equipment | (39,212) | 0 | (55,259) | 0 |
Cash received on acquisition of Simbex, LLC | 632,697 | 0 | ||
Proceeds on sale of marketable securities | 496,526 | 445,101 | ||
Purchase of marketable securities | 0 | (186,765) | ||
Purchase of other investments | 0 | (183,466) | ||
Acquisition of Simbex, LLC | (5,691,759) | 0 | ||
Net cash (used in) provided by investing activities | (35,849) | 255 | (4,617,540) | 74,870 |
Financing activities | ||||
Repayment of long-term debt, net | (42,541) | (211,436) | (2,263,306) | 0 |
Repayment of line of credit, net | (239,084) | (186,623) | ||
Issuance costs | 0 | (124,884) | (660,052) | 0 |
Proceeds from exercise of stock options | 5,329 | 176,000 | 376,892 | 5,348 |
Proceeds from exercise of broker warrants | 215,953 | 0 | ||
Lease payments | (132,402) | 0 | (269,954) | 0 |
Proceeds from term-loan, net | 939,696 | 0 | ||
Proceeds from refinancing of line of credit | 0 | 1,549,929 | 0 | |
Proceeds from issuance of shares | 4,261,950 | 0 | ||
Proceeds from subscription receipts | 0 | 5,425,374 | ||
Net cash provided by financing activities | (192,745) | (346,943) | 3,935,155 | 5,430,722 |
Effect of foreign exchange rates on cash | (445,731) | (255,216) | (62,778) | (373,698) |
Decrease in cash and cash equivalents and restricted cash | (734,545) | (990,005) | (4,386,264) | 4,530,418 |
Cash and cash equivalents and restricted cash, opening | 8,057,100 | 12,506,142 | 12,506,142 | 8,349,422 |
Cash and cash equivalents and restricted cash, closing | 6,876,824 | 11,260,921 | 8,057,100 | 12,506,142 |
Supplementary information: | ||||
Interest paid | 70,274 | 16,207 | 388,065 | |
Income taxes paid | 0 | 0 | 12,022 | 0 |
Common stock issued for debt | 0 | 94,999 | 94,999 | 0 |
Restricted cash included in the closing balance above | $ 0 | $ 889,473 | $ 0 | $ 5,425,374 |
Description of the business
Description of the business | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of the business [Text Block] | 1. Description of the business Salona Global Medical Device Corporation (formerly known as Brattle Street Investment Corp.) ("we," "us," "our," "Salona," or the "Company"), is a publicly traded company listed on the TSX Venture Exchange (the "Exchange" or "TSXV"). The Company is an acquisition oriented, US-based and revenue generating medical technology company. The Company aims to leverage the liquid Canadian capital markets to acquire small to midsize US and internationally based medical device products and companies with the goal of expanding sales and improving operations. The Company's aim is to create a large, broad-based medical device company with global reach. The Company was incorporated under the Canada Business Corporations Act On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). These shares were retroactively restated on the consolidated statements of stockholders' equity. On May 21, 2021, the Company closed on an acquisition of South Dakota Partners Inc. ("SDP"). On September 30, 2021, the Company closed on an acquisition of Simbex, LLC ("Simbex"). On November 28, 2021, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC ("ALG Health Plus" or "LLC"), aimed at selling medical devices and supplies to small, independent hospitals and group purchasing organizations, organizations that offer small medical offices and clinics access to devices and supplies on a larger scale creating efficiencies by aggregating purchasing volumes. On March 11, 2022, the Company closed on an acquisition of Mio-Guard, LLC ("Mio-Guard") a medical device sales and marketing business serving the Midwest United States. Since 2009, the team at Mio-Guard has sold into the athletic training, physical therapy and orthopedics markets for sports medicine products. Mio-Guard has over 50 sales representatives in the United States with a focus on the Midwest, South and Central United States and long-standing relationships with institutions ranging from high school to college to professional athletics. Under the terms of the Purchase Agreement, Inspira Financial Company, a wholly owned subsidiary of Salona Global (the " Salona Global Buyer ") will acquire all of the units of Mio-Guard from Mr. Zisholz in consideration for (i) 1,300,000 Class B units of the Salona Global Buyer (" Class B Units ") on closing, (ii) up to 125,000 Class B Units per quarter for eight consecutive quarters immediately following closing (subject to adjustment pursuant to customary closing adjustments), and (iii) two Class B Units for each dollar of EBITDA Mio-Guard generates during the eight quarters, subject to customary closing adjustments and subject to a maximum of 4,000,000 Class B Units to be issued. The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. The Salona Global Class "A" Shares have the same attributes as the Common Shares of Salona Global (" Salona Global Common Shares "), except that the Salona Global Class "A" Shares are not listed on the TSX Venture Exchange, do not carry the right to vote, and are convertible, subject to certain terms and conditions, including a provision prohibiting a holder of Salona Global Class "A" Shares from converting Salona Global Class "A" Shares for Salona Global Common Shares if it would result in such holder holding more than 9.9% of the Salona Global Common Shares, into Salona Global Common Shares on a one-for-one basis. In addition, pursuant to the Contribution and Exchange Agreement, Mr. Zisholz is restricted from holding more than 500,000 Salona Global Common Shares at any time. The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. | 1. Description of the business Salona Global Medical Device Corporation (formerly known as Brattle Street Investment Corp.) ("we," "us," "our," "Salona," or the "Company"), is a publicly traded company listed on the TSX Venture Exchange (the "Exchange" or "TSXV"). The Company is an acquisition oriented, US-based and revenue generating medical technology company. The Company aims to leverage the liquid Canadian capital markets to acquire small to midsize US and internationally based medical device products and companies with the goal of expanding sales and improving operations. The Company's aim is to create a large, broad-based medical device company with global reach. The Company was incorporated under the Canada Business Corporations Act , Ontario , M4G 3B5. On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). These shares were retroactively restated on the consolidated statements of stockholders' equity. On May 21, 2021, the Company closed on an acquisition of South Dakota Partners Inc. ("SDP"). On September 30, 2021, the Company closed on an acquisition of Simbex, LLC ("Simbex"). On November 28, 2021, the Company launched a new U.S. sales subsidiary called ALG Health Plus, LLC (“ALG Health Plus” or “LLC”), aimed at selling medical devices and supplies to small, independent hospitals and group purchasing organizations ("GPO"), organizations that offer small medical offices and clinics access to devices and supplies on a larger scale creating efficiencies by aggregating purchasing volumes. Salona has created the LLC with an arm's length seasoned U.S. sales executive ("Agent") and his team with deep contacts and current sales relationships in the independent hospital and GPO sales channel on an exclusive basis. As part of the agreements to acquire the sales channel and existing customers, the Agent will receive 1,000,000 Salona Class "A" Shares (defined and details regarding these restricted, non-voting shares is below) so long as the LLC generates at least US$1,000,000 in profitable revenue for the quarter ending February 28, 2022. As of February 28, 2022, the LLC did not meet its US $1,000,000 profitable revenue target as it generated profitable revenue of $856,170 (US $676,173) , hence no amount has been accrued. Salona has formed the LLC by contributing US$10,000 in organizational expenses and is the sole manager of the LLC, and, as such, holds all of the voting and participating units of the LLC. In addition to the initial revenue target of US$1,000,000 for the quarter ending February 28, 2022, for every US$50 block in marginal profit above market transfer pricing ("Sales Channel EBITDA") for the LLC during each quarter commencing with the three months ended February 28, 2022, and each of the quarterly periods thereafter through February 28, 2024 (up to US$10,000,000 in Sales Channel EBITDA), the Agent will receive $72 in Salona Class "A" Shares (based on the market price of the Salona Common Shares on November 29, 2021). The Agent has contributed the exclusive rights to sell to certain customers and related sales orders and supply agreements, in exchange for non-voting, non-participating units of the LLC that are exchangeable pursuant to a contribution and exchange agreement (the "Contribution and Exchange Agreement") with Salona into Class "A" non-voting common shares of Salona ("Salona Class "A" Shares"). The Salona Class "A" Shares have the same attributes as the common shares of Salona ("Salona Common Shares"), except that are not listed on the TSX Venture Exchange, do not carry the right to vote, and are convertible, subject to certain terms and conditions, including a provision prohibiting a holder of Salona Class "A" Shares from converting Salona Class "A" Shares for Salona Common Shares if it would result in such holder holding more than 9.9% of the Salona Common Shares, into Salona Common Shares on a one-for-one basis. In addition, pursuant to the Contribution and Exchange Agreement, the Agent is restricted from holding more than 500,000 Salona Common Shares at any time and the maximum allotment is no more than 21,000,000 Salona Class "A" Shares. On March 11, 2022, the Company closed on an acquisition of Mio-Guard, LLC ("Mio-Guard") a medical device sales and marketing business serving the Midwest United States. Since 2009, the team at Mio-Guard has sold into the athletic training, physical therapy and orthopedics markets for sports medicine products. Mio-Guard has over 50 sales representatives in the United States with a focus on the Midwest, South and Central United States and long-standing relationships with institutions ranging from high school to college to professional athletics. Under the terms of the Purchase Agreement, Inspira Financial Company, a wholly owned subsidiary of Salona Global (the " Salona Global Buyer ") will acquire all of the units of Mio-Guard from Mr. Zisholz in consideration for (i) 1,300,000 Class B units of the Salona Global Buyer (" Class B Units ") on closing, (ii) up to 125,000 Class B Units per quarter for eight consecutive quarters immediately following closing (subject to adjustment pursuant to customary closing adjustments), and (iii) two Class B Units for each dollar of EBITDA Mio-Guard generates during the eight quarters, subject to customary closing adjustments and subject to a maximum of 4,000,000 Class B Units to be issued. The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. The Salona Global Class "A" Shares have the same attributes as the Common Shares of Salona Global (" Salona Global Common Shares "), except that the Salona Global Class "A" Shares are not listed on the TSX Venture Exchange, do not carry the right to vote, and are convertible, subject to certain terms and conditions, including a provision prohibiting a holder of Salona Global Class "A" Shares from converting Salona Global Class "A" Shares for Salona Global Common Shares if it would result in such holder holding more than 9.9% of the Salona Global Common Shares, into Salona Global Common Shares on a one-for-one basis. In addition, pursuant to the Contribution and Exchange Agreement, Mr. Zisholz is restricted from holding more than 500,000 Salona Global Common Shares at any time. The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. |
Basis of presentation
Basis of presentation | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Basis Of Presentation [Abstract] | ||
Basis of presentation [Text Block] | 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company's financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations. The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 28, 2022, that the Company filed on May 31, 2022. Functional and presentation currency These unaudited interim condensed consolidated financial statements are expressed in Canadian dollars unless otherwise stated. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries Inspira Financial Company, Inspira SaaS Billing, Inc., Simbex, LLC, ALG Health Plus, LLC, Mio-Guard, SDP and the wholly owned holding company subsidiaries noted below is US dollars. | 2. Basis of presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Functional and presentation currency These consolidated financial statements are expressed in Canadian dollars unless otherwise stated. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries Inspira Financial Company, Inspira SaaS Billing, Inc., Simbex, LLC, ALG Health Plus, LLC, SDP and the wholly owned holding company subsidiaries noted below is US dollars. |
Significant accounting policies
Significant accounting policies | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Significant accounting policies [Text Block] | 3. Significant accounting policies a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. b) Basis of measurement The unaudited interim condensed consolidated financial statements of the Company have been prepared on an historical cost basis except contingent consideration which are carried at fair value. c) Use of estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of May 31, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the unaudited interim condensed consolidated balance sheets and statements of operations and comprehensive loss. e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of May 31, 2022 and February 28, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP, Simbex, and Mio-Guard acquisitions, that would be required to be presented on the unaudited interim condensed consolidated balance sheet at fair value. f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard and ALG recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are placed in United States dollar and securities issued by the United States Government. i) Inventories Inventories comprises of raw-material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation p) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2022. q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the unaudited interim condensed consolidated balance sheet. r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the period ended May 31, 2022, the Company concluded based on the above mentioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. u) Recently issued pronouncements In October 2021 FASB, issued Accounting Standards Update (ASU) ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. | 3. Significant accounting policies a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. b) Basis of measurement The consolidated financial statements of the Company have been prepared on an historical cost basis except marketable securities and contingent consideration which are carried at fair value. c) Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of February 28, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the consolidated balance sheets and statements of operations and comprehensive loss. e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of February 28, 2022, and February 28, 2021, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP and Simbex acquisitions, and marketable securities, that would be required to be presented on the consolidated balance sheet at fair value. f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when, or as, performance obligations are satisfied by transferring control or economic benefit of the service to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its services. Revenue excludes sales tax and is recorded net of discounts and an allowance for estimated returns unless the terms of the sales are final. The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP recognizes revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are composed of the United States dollar and securities issued by the United States Government. i) Inventories Inventories comprises of raw-material, work-in-progress and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with Accounting Standard Codification 842, Leases m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units ("RUs"). If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statement of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. The total purchase price for the acquisition of South Dakota Partners Inc. ("SDP") comprised of amounts allocated to stock, including a contingent consideration liability representing the impact of expected revenue and net working capital shortfalls and a contingent consideration asset which represents potential future earnout payments to the Company that are contingent on SDP's business achieving certain milestones. Contingent consideration classified as an asset or liability is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in the consolidated statement of operations and comprehensive loss. During the year ended February 28, 2022, ALG Health Plus had one supplier, accounting for 100% of its accounts payable and the products it sells to its end customers (February 28, 2021-nil), which is a material concentration of risks. o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation p) Basic and Diluted Earnings Per Share The Company has adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company’s common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at February 28, 2022 and 2021. q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the balance sheet. r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Taxes , which requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed it methodology for estimating the valuation allowance. A change in valuation allowance affect earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established. Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the year ended February 28, 2022, the Company concluded based on the abovementioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. u) Recently issued pronouncements In October 2021 FASB, issued ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022 Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Acquisitions
Acquisitions | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Business Combinations [Abstract] | ||
Acquisitions [Text Block] | 4. Acquisitions South Dakota Partners Inc. ("SDP") Purchase Price The Company completed the purchase of all of the capital stock of South Dakota Partners Inc. (SDP), under the Purchase Agreement dated May 21, 2021. Under the Purchase Agreement, Salona acquired the manufacturer specializing in medical devices, full electronics box builds, printed circuit board assemblies, electrodes, drug delivery and many other products involving electronics, electro-mechanical assemblies, and various types of material conversion. The acquisition included all of the current customers, contract rights, inventory, equipment, workforce, and manufacturing infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company will issue 19,162,000 non-voting class "A" shares of common stock valued at $12,340,570 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all of the assets and liabilities of SDP. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 The table below summarizes the value of the total consideration given in the transaction: Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 As of May 31, 2022, SDP has concluded its earn-out period and has met both the revenue and adjusted net asset threshold requirements to receive its full 19,162,000 non-voting "Class A" shares of common stock. As such, this obligation has been removed from the liability section of the unaudited interim condensed consolidated balance sheet as a contingent liability (as shown on the February 28, 2022, Consolidated Balance Sheet) and has been moved to the equity section as Share Capital. Please refer to the "Unaudited Interim Condensed Consolidated Statement of Stockholders' Equity" for more detail regarding this reclassification. As of May 31,2022, the fair value of the 19,162,000 shares was $14,371,500 (fair value as of February 28, 2022, was $11,919,900). The change in fair value of $2,451,600 has been reflected as an expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. Assets Acquired from ALG-Health, LLC: On November 28, 2021, the Company consummated the acquisition of the customer lists, sales orders and supply agreements and related sales channel and intellectual property assets of ALG-Health, LLC ("ALG"), a business engaged in the selling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics, in exchange for non-voting securities of ALG Health Plus which are exchangeable for up to a maximum of 21,000,000 nonvoting Class A shares of the Company subject to the achievement of certain revenue and EBITDA targets. In connection with the transaction, our subsidiary ALG Health Plus entered into an exclusive supply agreement with ALG. ALG has yet to earn the right to exchange any of its non-voting shares in ALG Health Plus for nonvoting Class A shares of the Company. As a result, no purchase price has been allocated to these assets. Simbex, LLC ("Simbex") Purchase Price: The Company completed the purchase of all the capital stock of Simbex, LLC (Simbex), under the Purchase Agreement dated September 30, 2021. Under the Purchase Agreement, Salona acquired the company which provides mechanical and electrical design and engineering services as well as consultancy services in the field of biomechanical systems and medical devices. The acquisition includes all its current customers, contract rights, work-in-process, equipment, workforce, as well as its consulting, design, and engineering infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company provided $5,691,759 cash as well as issuing 6,383,954 shares of non-voting class "A" common stock valued at $6,769,769 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all the assets and liabilities of Simbex. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". As of May 31, 2022, Management estimates that the amount of goodwill that will be deductible for income tax purposes for the year ended February 28, 2023, is $417,547. Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 The table below summarizes the value of the total consideration given in the transaction: Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 The Working Capital Adjustment comprises: ● the closing cash payment; ● the closing escrowed stock valued at US$100,000, valued at the 30-day Volume Weighted Average Price ("VWAP") determined as of the closing date; ● pro-rata bonuses to be paid to employees for 2021; and ● ordinary course bonuses for 2022. The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Simbex's business achieving certain milestones. The fair value of the contingent consideration liability of $6,769,769 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As at May 31, 2022, the fair value of the contingent consideration liability is $1,069,092 (February 28, 2022, $1,077,948) using risk free rate of 2.25% and volatility of 77%. The $8,856 reduction in the contingent consideration liability from February 28, 2022, has been taken as income on the unaudited interim condensed consolidated statements of operations and comprehensive loss . On February 28, 2022 the Company updated its assessment of the fair value of goodwill from the Simbex LLC acquisition, in conjunction with the Company's third party valuation experts based on updated year to date results of the acquired entity, intangible assets, and other factors resulting in an impairment to goodwill of $5,520,522. The fair value of goodwill was calculated by estimating the present value of future cash flows adjusted for redundant assets, working capital, and cost of disposal. The impairment of goodwill and adjustments to contingent consideration represent management's best estimates. Contingent consideration remains an estimate until the consideration is paid in line with the previously published purchase agreements relating to the Company's acquisitions. Goodwill represents an estimate of future value of the business based on acquisition data and always represents management's best estimate due to the variable nature of future performance Mio-Guard LLC ("Mio-Guard") On March 11, 2022, the Company acquired 100% units of Mio-Guard for a consideration which comprised of Salona stock at closing, and on future periods on an earnout basis. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The table below summarizes the value of the total consideration given in the transaction: At closing (1,300,000 Class B units) $ 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,465 Total Consideration $ 1,868,465 The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 3,363 Accounts receivable 531,601 Inventory 498,897 Property and equipment 73,446 Intangible assets and goodwill 1,732,602 Accounts payable (764,225 ) Due to related parties (2,307 ) Deferred tax liability (204,912 ) Total adjusted purchase price $ 1,868,465 The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Goodwill (including workforce) $ 721,387 Tradename 220,056 Customer Relationships 532,968 Non-Competes 49,609 Other intangible assets 208,582 Total identifiable intangible assets including goodwill $ 1,732,602 The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Mio-Guard's business achieving certain milestones. The fair value of the contingent consideration liability of $1,166,465 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As at May 31, 2022, the fair value of the contingent consideration liability is $1,635,013. The $468,548 increase in the contingent consideration liability from the date of acquisition, has been taken as expense on the unaudited interim condensed consolidated statements of operations and comprehensive loss. Since acquisition, Mio-Guard has generated $1,371,197 of revenue and has generated net earnings before tax of $96,629. These amounts are included in the consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, Mio-Guard's revenue would have been $1,436,750 and profit before tax would have been $69,624. If the combination had taken place at the beginning of the year, consolidated revenues would have been $10,114,100 and consolidated losses before tax would have been ($3,255,653). The pro forma unaudited results include estimates and assumptions which management believes are reasonable. These assumptions include an adjustment to operating income for one-time transactional costs that would not have occurred without the acquisition of Simbex. Additionally, the pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. | 4. Acquisitions South Dakota Partners Inc. ("SDP") Purchase Price The Company completed the purchase of all of the capital stock of South Dakota Partners Inc. (SDP), under the Purchase Agreement dated May 21, 2021. Under the Purchase Agreement, Salona acquired the manufacturer specializing in medical devices, full electronics box builds, printed circuit board assemblies, electrodes, drug delivery and many other products involving electronics, electro-mechanical assemblies, and various types of material conversion. The acquisition included all of the current customers, contract rights, inventory, equipment, workforce, and manufacturing infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company will issue 19,162,000 non-voting class "A" shares of common stock valued at $12,340,570 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all of the assets and liabilities of SDP. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 The table below summarizes the value of the total consideration given in the transaction: Stock (Parent Special Stock) $ 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 The contingent consideration asset represents potential future earnout payments to the Company that are contingent on SDP's business achieving certain milestones. The fair value of the contingent consideration asset of $1,398,700 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. A pplied to a Put option iterated with the Earnouts Shortfalls and Financial projections with a discount rate of 22.35%, risk-free rate of 0.04%, stock price of $0.47 (USD 0.39), and stock price volatility of 94%. As of February 28, 2022, the fair value of the contingent consideration asset was $nil and recognized a reduction of $142,410 in the contingent consideration liability and a reduction of $1,398,700 in the contingent consideration asset. The actual number of shares to be issued as consideration will vary depending upon the future revenues and net assets of the acquiree, for the period and as at the end of the twelve months following the month of the acquisition date. Accordingly, on the date of acquisition, a liability of $12,081,780 was recorded for shares of common stock to be issued and related to the acquisition As at February 28, 2022, the fair value of the liability for shares of common stock to be issued and related to the acquisition is $11,919,900. To properly account for the increase in the fair value of contingent consideration, the Company has decreased its obligation for shares on the balance sheet from $12,081,780 to $11,919,900 and has included the $161,880 reduction in fair value as income on its consolidated statements of operations and comprehensive loss as required under ASC 805. Post-acquisition, SDP contributed substantially to the Company's balance sheet and made up greater than 50% of the Company's assets. Since acquisition, SDP has generated $12,515,063 of revenue and has generated net earnings of $392,673. These amounts are included in the consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, revenue would have been $14,963,985 and profit before tax would have been $152,483. The pro forma unaudited results include estimates and assumptions which management believes are reasonable. These assumptions include an adjustment to operating income for one-time transactional costs that would not have occurred without the acquisition of SDP. Additionally, the pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. Assets Acquired from ALG-Health, LLC: On November 28, 2021, the Company consummated the acquisition of the customer lists, sales orders and supply agreements,and related sales channel and intellectual property assets of ALG-Health, LLC ("ALG"), a business engaged in the selling medical devices and supplies to small, independent hospitals, group purchasing organizations, medical offices and clinics, in exchange for non voting securities of ALG Health Plus which are exchangeable for up to a maximum of 21,000,000 nonvoting Class A shares of the Company subject to the achievement of certain revenue and EBITDA targets. In connection with the transaction, our subsidiary ALG Health Plus entered into an exclusive supply agreement with ALG. ALG has yet to earn the right to exchange any of it’s non-voting shares in ALG Health Plus for nonvoting Class A shares of the Company. As a result, no purchase price has been allocated to these assets. Simbex, LLC ("Simbex") Purchase Price: The Company completed the purchase of all the capital stock of Simbex, LLC (Simbex), under the Purchase Agreement dated September 30, 2021. Under the Purchase Agreement, Salona acquired the company which provides mechanical and electrical design and engineering services as well as consultancy services in the field of biomechanical systems and medical devices. The acquisition includes all its current customers, contract rights, work-in-process, equipment, workforce, as well as its consulting, design, and engineering infrastructure. At the time of the transaction, there were no material relationships between the seller and Salona or any of its affiliates, or any director or officer of Salona, or any associate of any such officer or director. As consideration, the Company provided $5,691,759 cash as well as issuing 6,383,954 shares of non-voting class "A" common stock valued at $6,769,769 subject to earn-out adjustments, including revenue shortfall adjustment and adjusted net assets adjustments. The Company assumed all the assets and liabilities of Simbex. In accordance with ASC 805 "Business Combinations" the measurement period for the acquisition is for one year during which the Company may re-evaluate the assets acquired, liabilities assumed and the goodwill resulting from the transaction as well as the change in amortization as a result of changes in the provisional amounts as if the accounting had been completed at the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed based on an estimate of fair values at the date of acquisition as follows: Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 Since acquisition, Simbex has generated $4,653,516 of revenue and has generated net earnings of $685,601. These amounts are included in the consolidated statements of operations and comprehensive loss. If the combination had taken place at the beginning of the year, revenue would have been $10,647,710 and profit before tax would have been $1,220,891. The pro forma unaudited results include estimates and assumptions which management believes are reasonable. These assumptions include an adjustment to operating income for one-time transactional costs that would not have occurred without the acquisition of Simbex. Additionally, the pro forma results do not include any cost savings or other effects of the planned integration of these entities and may not be fully indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. The amount allocated to identifiable intangible assets was determined by the Company's management. Other intangible assets are being amortized over their useful life in accordance with the guidance contained in the FASB issued ASC Topic 350 "Goodwill and Other Intangible Assets". Management estimates that the amount of goodwill that will be deductible for income tax purposes in the current year is $137,534. This amount is expected to increase in future years. Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 The table below summarizes the value of the total consideration given in the transaction: Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 The Working Capital Adjustment comprises: ● payment; ● ● 2021; and ● The contingent consideration liability represents potential future earnout payments to the Company that are contingent on Simbex's business achieving certain milestones. The fair value of the contingent consideration liability of $6,769,769 was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. As at February 28, 2022 the fair value of the contingent consideration liability is $1,077,948 using risk free rate of 2.25% and volatility of 77%, and recognized a reduction of $5,691,821 in the contingent consideration liability. To properly account for the decrease in the fair value of contingent consideration, the Company has decreased its obligation for shares on the balance sheet from $6,769,769 to $1,077,948 and has included the $5,691,821 decrease in fair value as income on its consolidated statements of operations and comprehensive loss as required under ASC 805. The Company updated it's assessment of the fair value of goodwill from the Simbex LLC acquisition, in conjunction with the company's third party valuation experts based on updated year to date results of the acquired entity, intangible assets, and other factors resulting in an impairment to goodwill of $5,520,522. The fair value of goodwill was calculated by estimating the present value of future cash flows adjusted for redundant assets, working capital, and cost of disposal. The impairment of goodwill and adjustments to contingent consideration represent management's best estimates. Contingent consideration remains an estimate until the consideration is paid in line with the previously published purchase agreements relating to the Company's acquisitions. Goodwill represents an estimate of future value of the business based on acquisition data and always represents management's best estimate due to the variable nature of future performance. |
Accounts receivable
Accounts receivable | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Receivables [Abstract] | ||
Accounts receivable [Text Block] | 5. Accounts receivable May 31, 2022 February 28, 2022 Trade accounts receivable $ 7,250,256 $ 6,416,055 Allowance for doubtful accounts (72,003 ) (54,150 ) Other receivables 49,015 233,763 Total accounts receivable $ 7,227,268 $ 6,595,668 Other receivables consist of reimbursable costs from multiple customers of SDP and taxes receivable. During the quarter ended, May 31, 2022, SDP had 191 customers with three of those customers accounting for 85% (February 28, 2022 - 1,138 customers with two of those customers accounting for 78%) of revenues and as at May 31, 2022 those three customers accounted for 95% (February 28, 2022, 84%) of accounts receivable, which is a material concentration of risks. During the quarter ended May 31, 2022, SDP's revenue makes up 54% of total revenues. During the quarter ended May 31, 2022, Simbex had 28 customers with two of those customers accounting for 73% (February 28, 2022, 28 customers with three of those customers accounting for 52%) of revenues. Additionally, during the quarter ended May 31, 2022, Simbex had three customers which, as at May 31, 2022, accounted for 97% (February 28, 2022, four customers accounted for 74%) of accounts receivable. During the quarter ended May 31, 2022, Simbex's revenue makes up 30% of total revenues. During the quarter ended, May 31, 2022, Mio-Guard had 212 customers with three of those customers accounting for 46% (February 28, 2022, nil) of accounts receivable, which is a material concentration of risks. During the quarter ended May 31, 2022, Mio-Guard's revenue makes up 14% of total revenues. | 5. Accounts receivable February 28, 2022 February 28, 2021 Trade accounts receivable $ 6,416,055 $ - Allowance for doubtful accounts (54,150 ) - Other receivables 233,763 - Total accounts receivable $ 6,595,668 $ - Other receivables consist of reimbursable costs from multiple customers of SDP and taxes receivable. During the year ended February 28, 2022, SDP had 1,138 customers with two of those customers accounting for 78% (February 28, 2021 - nil) of revenues and as at February 28, 2022 those two customers accounted for 84% (February 28, 2021 - nil) of accounts receivable, which is a material concentration of risks. During the year ended February 28, 2022, Simbex had 28 customers with three of those customers accounting for 52% (February 28, 2021 - nil) of revenues. Additionally, during the year ended February 28, 2022, Simbex had four customers which, as at February 28, 2022, accounted for 74% (February 28, 2021-nil) of accounts receivable. |
Disaggregation of Revenues
Disaggregation of Revenues | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Disaggregation of Revenue [Abstract] | ||
Disaggregation of Revenues [Text Block] | 6. Disaggregation of Revenues May 31, 2022 May 31, 2021 Sales $ 10,010,352 $ 572,680 Fees and other 38,144 - Total operating revenues $ 10,048,496 $ 572,680 Investment income 52 5,715 Change in fair value of marketable securities - 12,045 Total revenue $ 10,048,548 $ 590,440 During the quarter ended May 31, 2022, $6,995,343 of the sales revenue was earned from "point-in-time" revenue ($572,680 for the quarter ended May 31, 2021) and $3,015,009 of the sales revenue was earned "over-a-period" of time ($nil for the quarter ended May 31, 2021). | 6. Disaggregation of revenues February 28, 2022 February 28, 2021 Sales $ 18,020,924 $ - Loan interest - 42,838 Fees and other 96,414 49,910 Interest, fees, and other recovered 157,511 43,365 Total operating revenues 18,274,849 $ 136,113 Investment income $ 20,432 $ 14,618 Gain on sale of marketable securities 10,107 - Change in fair value of marketable securities 6,881 (812 ) Impairment of other investments - (183,466 ) Total revenue $ 18,312,269 $ (33,547 ) The Company recognizes the interest and other amounts collected, on the impaired loans, as revenue only on collection as the future economic benefits are uncertain. Revenues for credit receivables (loans) have been disaggregated between loans that are provisioned and those that have not been provisioned. Loans that are not provisioned are accounted for under the accrual method of accounting. The principal loan repayments of fully provisioned loans are recorded as an offset to provision for losses. The interest, fees, and other recovered revenue is recorded on a cash basis as reflected above. The other investments were to a related company and were considered fully impaired. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventories [Text Block] | 7. Inventories The Company tracks inventory as it progresses through the production process. The Company allocates inventory into four major buckets: Raw material, work in progress, trading goods, and finished goods. May 31, 2022 February 28, 2022 Raw materials $ 5,106,207 $ 4,640,896 Work in progress 403,966 259,235 Finished goods 87,815 69,308 Trading goods 623,712 - Total $ 6,221,700 $ 4,969,439 | 7. Inventories The Company allocates inventory into three major buckets: Raw material, work in progress, and finished goods. February 28, 2022 Raw materials $ 4,640,896 Work in progress 259,235 Finished goods 69,308 Total $ 4,969,439 |
Property and equipment
Property and equipment | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment [Text Block] | 8. Property and equipment Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 25,334 $ - $ (5,688 ) $ 1,464,262 Computer equipment and software 73,728 45,848 119,576 13,878 - (2,237 ) 131,217 Furniture and fixtures 10,235 27,598 37,833 - - (197 ) 37,636 Leasehold improvements 134,516 - 134,516 - - (529 ) 133,987 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 39,212 $ - $ (8,651 ) $ 1,767,102 Accumulated Depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 178,244 $ - $ 178,244 $ 59,683 $ - $ (1,004 ) $ 236,923 Computer equipment and software 15,269 - 15,269 6,583 - (1,710 ) 20,142 Furniture and fixtures 1,292 - 1,292 420 - (8 ) 1,704 Leasehold improvements 8,115 - 8,115 4,259 - (54 ) 12,320 Total $ 202,920 $ - $ 202,920 $ 70,945 $ - $ (2,776 ) $ 271,089 Net Book Value $ 1,460,175 $ 1,496,013 | 8. Property and equipment Cost Acquired on May 21, 2021 and September 30, 2021 Additions Disposal Translation February 28, 2022 Machinery and equipment $ 1,319,687 $ 55,259 $ - $ 69,670 $ 1,444,616 Computer equipment and software 70,029 - - 3,699 73,728 Furniture and fixtures 9,721 - - 514 10,235 Leasehold improvements 132,900 - - 1,616 134,516 Total $ 1,532,337 $ 55,259 $ - $ 75,499 $ 1,663,095 Accumulated amortization May 21, 2021 and September 30, 2021 Additions Disposal Translation February 28, 2022 Machinery and equipment $ - $ 176,226 $ - $ 2,018 $ 178,244 Computer equipment and software - 15,096 - 173 15,269 Furniture and fixtures - 1,277 - 15 1,292 Leasehold improvements - 8,023 - 92 8,115 Total $ - $ 200,622 $ - $ 2,298 $ 202,920 Net Book Value $ 1,532,337 $ 1,460,175 Life of assets are a continuation of the life from SDP and Simbex (the acquired entities). |
Intangible assets
Intangible assets | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets [Text Block] | 9. Intangible assets Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 - - 320,823 Customer Base 4,914,553 532,968 5,447,521 - - 5,447,521 Non-Competes 863,760 49,608 913,368 - - 913,368 Other Intangible Assets - 208,582 208,582 - - 208,582 Total $ 7,374,930 $ 1,011,214 $ 8,386,144 $ - $ - $ 8,386,144 Accumulated depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 76,058 $ - $ 209,318 Intellectual Property 51,968 - 51,968 17,234 - 69,202 Customer Base 169,783 - 169,783 92,911 - 262,694 Non-Competes 93,337 - 93,337 47,132 - 140,469 Other Intangible Assets - - - - Total $ 448,348 $ - $ 448,348 $ 233,335 $ - $ 681,683 Net Book Value $ 6,926,582 $ 7,704,461 | 9. Acquired on May 21 and September 30, February 28, Cost 2021 Additions Disposal 2022 Tradename - Trademarks $ 1,275,794 $ - $ - $ 1,275,794 Intellectual Property 320,823 - - 320,823 Customer Base 4,914,553 - - 4,914,553 Non-Competes 863,760 - - 863,760 Total $ 7,374,930 $ - $ - $ 7,374,930 Accumulated amortization May 21, and September 30, 2021 Additions Disposal February 28, 2022 Tradename - Trademarks $ - $ 133,260 $ - $ 133,260 Intellectual Property - 51,968 - 51,968 Customer Base - 169,783 - 169,783 Non-Competes - 93,337 - 93,337 Total $ - 448,348 $ - $ 448,348 Net Book Value $ 7,374,930 6,926,582 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Payables and Accruals [Abstract] | ||
Accounts payable, accrued liabilities and other liabilities [Text Block] | 10. Accounts payable and accrued liabilities May 31, 2022 February 28, Accounts payable $ 3,635,115 $ 2,862,694 Accrued liabilities 400,650 816,702 Other liabilities 1,447,215 562,262 Total $ 5,482,980 $ 4,241,658 Other liabilities include unearned customer deposits and unearned revenues totaling $1,287,163 (February 28, 2022, $426,609). During the quarter ended, May 31, 2022, ALG had one supplier, which accounted for 100% (February 28, 2022, 100%) of its accounts payable, which is a material concentration of risks. | 10. Accounts payable, accrued liabilities and other liabilities February 28, February 28, Accounts payable $ 2,862,694 $ 479,767 Accrued liabilities 816,702 568,017 Other liabilities 562,262 15,000 Total $ 4,241,658 $ 1,062,784 Other liabilities include unearned customer deposits and unearned revenues totalling $426,609. |
Line of credit and debt
Line of credit and debt | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Debt Disclosure [Abstract] | ||
Line of credit and debt [Text Block] | 11. Line of credit and debt The line of credit facility is with a financial institution whereby the Company, through SDP, may borrow up to US$5,400,000 with a maturity on August 1, 2023. Borrowings' bear interest at 4% or prime +0.75%, whichever is greater, and any accrued unpaid interest is due on a monthly basis. The balance is secured by its entire $5,597,989 (US $4,425,987) of inventory and $4,273,655 (US $3,378,918) of accounts receivable of SDP and not the Parent or any other subsidiary. As of May 31, 2022, the balance outstanding under the agreement was $5,237,735 (US $4,141,157) (February 28, 2022 - $5,497,249 (US$4,329,224)). In accordance with the refinanced agreement, the Company is subject to a financial covenant. The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to May 31, 2022, the Company was in compliance with the financial covenant. Debt Crestmark term loan Total Debt Balance, February 28, 2022 $ 856,119 $ 856,119 Additions - - Forgiveness of loan - - Principal repayments (42,541 ) (42,541 ) Translation (3,155 ) (3,155 ) Balance, May 31, 2022 810,423 810,423 Less: current portion (176,292 ) (176,292 ) Long-term portion $ 634,131 $ 634,131 As of May 31, 2022, the Company's total debt is $810,423 (February 28, 2022 - $856,119), of which $176,292 is considered current (February 28, 2022 $174,361) and $634,131 is considered long-term (February 28, 2022 $681,758). Term Note On June 9, 2021, the Company borrowed $936,696 (US$750,000) with a financial institution, Crestmark. The loan is secured by a loan and security agreement and may not exceed 92% of the net book value of SDP's machinery and equipment, which at May 31 2022 was $1,197,758. The debt accrues interest at 2.75% in excess of Wall Street Journal Prime rate with a minimum of 6% with monthly payments of principal and interest in the amount of $18,433 (US$14,500) beginning on the first day of the first full month following the initial funding and maturing on June 1, 2024. The borrowings are guaranteed by the stockholders of the Company. As of May 31, 2022, the balance of the note was $810,423 (US$640,752). | 11. Line of credit and debt There is a line of credit facility with a financial institution whereby the Company, secured only by the assets of SDP and not the Parent or any other subsidiary, may borrow up to US$3,500,000 with a maturity on August 1, 2021. Borrowings bear interest at 4.5% and any accrued unpaid interest is due on a monthly basis. The line of credit facility is with a financial institution whereby the Company, through SDP, may borrow up to US$5,400,000 with a maturity on August 1, 2023. Borrowings' bear interest at 4% or prime +0.75%, whichever is greater, and any accrued unpaid interest is due on a monthly basis. The balance is secured by inventory and accounts receivable of SDP and not the Parent or any other subsidiary. As of February 28, 2022, the balance outstanding under the agreement was $5,497,249 (US $4,329,224). During the year ended February 28, 2022, SDP received $1,549,929 (US $1,234,610) of proceeds from the line of credit. In accordance with the refinanced agreement, the Company is subject to a financial covenant. The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to February 28, 2022, the Company was in compliance with the financial covenant. Debt South Dakota Development Corporation State of South Dakota Governor’s Office of Economic Development Other Notes payable Covid- Related Loans Crestmark term loan Total Debt Acquired on May 21, 2021 $ 509,543 $ 28,480 $ 1,549,289 $ 884,038 $ - $ 2,971,350 Additions - - - 939,696 939,696 Forgiveness of loan - - (918,361 ) - (918,316 ) Principal repayments (529,326 ) (29,586 ) (1,609,441 ) - (94,953 ) (2,263,306 ) Translation 19,783 1,106 60,152 34,323 11,376 126,740 Balance February 28, 2022 - - - - 856,119 856,119 Less: current portion - (174,361 ) (174,361 ) Long-term portion $ - $ - $ - $ - $ 681,758 $ 681,758 South Dakota Development Corporation (“SDDC”) The Company, through SDP and secured against only SDP assets and not the Parent or any other subsidiary, may borrow up to USD $800,000 under the promissory note agreement entered in connection with the purchase of the assets of DJO Global Empi Division by SDP and borrowings are guaranteed by the stockholders of the Company. The debt accrues interest at 2% with monthly payments of principal and interest beginning in March 2017 and matured in May 2021. As at February 28, 2022, the balance was fully settled through the re-financing arrangements explained below. State of South Dakota Governor ’ s Office of Economic Development ( “GOED” ) On March 6, 2018, the Company borrowed USD $200,000 with the State of South Dakota Governor's Office of Economic Development for the purpose of financing the growth of the Company. The debt accrues interest at 3 % with monthly payments of principal and interest beginning in June 2018 and matured in May 2021. The borrowings were guaranteed by the stockholders of the Company. As at February 28, 2022, the balance was fully settled through the re-financing arrangements explained below. Other Notes Payable On February 1, 2019, the Company, through SDP, borrowed $1,500,120 from a financial institution in connection with the acquisition in Note 4. The debt accrued interest at 5.25% with monthly principal and interest payments required through maturity in January 2024. The borrowings were secured by substantially all the assets of SDP. As of February 28, 2022, the balance of the note was $nil. There was no prepayment penalty associated with early settlement. The Company was also party to two additional notes payable with maturity dates of October 2023 and November 2024, with interest rates of 9.00% and 5.25%, respectively. As of February 28, 2022, the balance on these notes totaled $nil. There was no prepayment penalty associated with early settlement. Covid Related Loans On February 2, 2021, SDP borrowed $944,542 (US$736,887) from a financial institution in connection with the United States Payroll Protection Program ( “PPP” ). The PPP is a fully forgivable loan issued by accredited financial institutions on behalf of the US Government. The loan bears interest at 1.00% with payments of principal and interest of US$13,740 beginning on December 2, 2021. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. SDP initially recorded the proceeds of the PPP Loan as debt and derecognizes the liability when the loan is paid off or it believes forgiveness is reasonably certain. Forgiveness is based on the employer maintaining or quickly rehiring employees and maintaining salary levels. Forgiveness is reduced if full-time headcount declines, or if salaries and wages decrease. The Company had recognized the government grant over the period to match the grant with the related costs, predominantly offset against labor expenses. The loan was forgiven in its entirety on June 14, 2021. On May 8, 2020, SDP borrowed $202,650 (US$150,000) from the United States Small Business Administration ( “SBA” ) in connection with the Economic Injury Disaster Loan ( “EIDL” ) program. EIDL is designed to provide economic relief to businesses that are currently experiencing a temporary loss of revenue. EIDL proceeds can be used to cover a wide array of working capital and normal operating expenses, such as continuation to health care benefits, rent, utilities, and fixed debt payments. The debt bears interest at 2.75% per year and is not forgivable. Payments of principal and interest of $809 (US$641) per month beginning 12 months from inception of the loan over a 30-year period. As at February 28, 2022, the balance was fully repaid. Refinancing of Select Liabilities On June 9, 2021, SDP refinanced the existing line of credit facility, GOED and SDDC loans, with two new loans. Term Note On June 9, 2021, the Company borrowed $936,696 (US$750,000) with a financial institution, Crestmark. The loan is secured by a loan and security agreement and may not exceed 92% of the net book value of SDP’s machinery and equipment, which at February 28, 2022 was $1,239,091. The debt accrues interest at 2.75% in excess of Wall Street Journal Prime rate with a minimum of 6% with monthly payments of principal and interest in the amount of $18,294 (US$14,500) beginning on the first day of the first full month following the initial funding and maturing on June 1, 2024. The borrowings are guaranteed by the stockholders of the Company. As of February 28, 2022, the balance of the note was $856,119 (US$677,500). |
Restricted cash
Restricted cash | 12 Months Ended |
Feb. 28, 2022 | |
Restricted Cash Equivalents [Abstract] | |
Restricted cash [Text Block] | 12. Restricted cash On December 21, 2020, the Company completed a concurrent financing (Note 14). In connection with this financing, the funds were to remain in escrow with the escrow agent until the completion of the Change of Business among other conditions. Once the conditions were met, the funds were then provided to the Company for working capital and to fund future acquisitions. If the Company was unsuccessful in fulfilling these conditions, the funds were to be returned to the respective investors. Accordingly, these advances were presented as restricted cash during the year ended February 28, 2021. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Leases [Abstract] | ||
Leases [Text Block] | 12. Leases Set out below are the carrying amount of right of use assets and the movements during the quarter ended May 31, 2022: Right-of-use assets Balance, February 28, 2022 $ 3,941,840 Acquired 476,956 Amortization (108,375 ) Translation (17,937 ) Balance, May 31, 2022 $ 4,292,484 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 61,575 Lease payments (132,402 ) Translation (18,777 ) Balance, May 31, 2022 $ 4,562,010 $ 338,226 $ 4,223,784 Future minimum lease payments payable are as follows: Twelve months ending May 31, 2023 $ 570,263 Twelve months ending May 31, 2024 586,674 Twelve months ending May 31, 2025 602,637 Twelve months ending May 31, 2026 619,486 Twelve months ending May 31, 2027 589,308 2028 and thereafter 3,484,518 Total future minimum lease payments 6,452,886 Less: Interest on lease liabilities (1,890,876 ) Total present value of minimum lease payments 4,562,010 Less: current portion 338,226 Non-current portion $ 4,223,784 At May 31, 2022, the weighted average remaining lease terms were 12.23 years (February 28, 2022 - 13.3 years) and the weighted average discount rate was 5.42% (February 28, 2022 - 5.46%). SDP facility lease In October 2018, SDP sold its facility in Clear Lake, South Dakota for $2,760,377 (US$2,182,461). In connection with the sale, SDP entered into a lease agreement for the facility with an initial lease term of 15 years for a base annual rental of $242,767 (US$190,965), with four extension options of five years each. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company delivered a letter of credit in the amount of $483,065 (US$381,930), to be renewed annually for the duration of the lease agreement. The letter of credit is secured by a guaranteed investment certificate, which is recorded as security deposit on the unaudited interim condensed consolidated balance sheet. Simbex office space lease On October 1, 2021, Simbex LLC entered into a lease agreement for an office space located in Lebanon, NH with an initial lease term of 3 years for a base annual rental of $200,148 (US$157,440), with an option to extend for five years. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company is also responsible to pay a prorated share of the building overhead monthly as additional rent. The annual amount for this additional rent is $118,753 (US $93,413). Inspira Financial Company office space lease On April 1, 2022, Inspira Financial Company entered into a lease agreement for an office space located in Encino, CA with a lease term of 6 months for a base annual rental of $25,110 (US$19,752), with extension options of 6 months each. The base rental amount increases annually on a case-by-case basis. The Company has elected the practical expedient permitted under ASC 842 not to account, as insignificant. Mio-Guard, LLC facility lease On January 1, 2022, Mio-Guard LLC entered into a lease agreement for an office space located in Holt, MI with an initial lease term of 5 years for a base annual rental of $108,892 (US$85,656). The base rental amount increases annually on the first day of the lease year at the lesser of 2.27% or 1.25 times the change in the price index, as defined. | 13. Leases Set out below are the carrying amount of right of use assets and the movements during the year: Right-of-use assets Acquired $ 3,955,533 Amortization (192,796 ) Impact of modification 51,177 Translation 127,926 Balance, February 28, 2022 $ 3,941,840 Lease liability Current Long-term Acquired $ 4,109,681 $ 267,131 $ 3,842,550 Interest lease expense 202,844 Lease payments (269,954 ) Translation 137,117 Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Future minimum lease payments payable are as follows: Twelve months ending February 28, 2023 $ 469,876 Twelve months ending February 29, 2024 484,925 Twelve months ending February 28, 2025 500,539 Twelve months ending February 28, 2026 510,549 Twelve months ending February 28, 2027 522,185 2028 and thereafter 3,660,696 Total future minimum lease payments 6,148,770 Less: Interest on lease liabilities (1,969,082 ) Total present value of minimum lease payments 4,179,688 Less: current portion 245,257 Non-current portion $ 3,934,431 At February 28, 2022, the weighted average remaining lease terms were 13.3 years and the weighted average discount rate was 5.46%. SDP facility lease In October 2018, SDP sold its facility in Clear Lake, South Dakota for $2,634,667 (US$2,182,461). In connection with the sale, SDP entered into a lease agreement for the facility with an initial lease term of 15 years for a base annual rental of $230,533 (US$190,965), with four extension options of five years each. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company delivered a letter of credit in the amount of $484,975 (US$381,930), to be renewed annually for the duration of the lease agreement. The letter of credit is secured by a guaranteed investment certificate, which is recorded as security deposit on the consolidated balance sheet. Simbex office space lease On October 1, 2021, Simbex LLC entered into a lease agreement for an office space located in Lebanon, NH with an initial lease term of 3 years for a base annual rental of $201,155 (US$157,440), with an option to extend for five years. The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined. Per the lease agreement, the Company is also responsible to pay a prorated share of the building overhead monthly as additional rent. The annual amount for this additional rent is $119,350 (US $93,413). Inspira Financial Company office space lease On April 1, 2022, Inspira Financial Company entered into a lease agreement for an office space located in Encino, CA with a lease term of 6 months for a base annual rental of $24,748 (US19,752), with extension options of 6 months each. The base rental amount increases annually on a case-by-case basis. The Company has elected the practical expedient permitted under ASC 842 not to account, as insignificant. Mio-Guard, LLC facility lease Upon acquisition of Mio-Guard, LLC which occurred on March 11, 2022, the Company now has 18,414 square feet of office space in Holt, Michigan, which is being leased by its subsidiary, Mio-Guard. The lease agreement has an initial lease term of 5 years for a base annual rental of $107,321 (US$85,656). |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity [Text Block] | 13. Stockholders' Equity a. Share capital Unlimited voting common shares without par value Unlimited non-voting convertible Class A shares without par value Issuances As of May 31, 2022, and February 28, 2022, the Company had 53,165,133 and 52,539,162 common shares outstanding, respectively, with a value of $38,391,371 and $38,046,097, respectively. As of May 31, 2022, and February 28, 2022, the Company had 1,355,425 and 1,355,425 Class A shares outstanding, respectively, with a value of $480,479 and $480,479, respectively. On May 4, 2022, 454,817 shares of common stock were issued on the exercise of 454,817 broker share purchase warrants at an exercise price of $0.4749 per share. Proceeds received from this exercise totaled $215,953. On May 25, 2022, 28,154 shares of common stock were issued on the exercise of 28,154 stock options at an exercise price of $0.19 per share. Proceeds received from this exercise totaled $5,329. On May 31, 2022, 143,000 Class A shares were issued to former owner of SDP at a fair market price of $0.75 per share These shares were issued upon completion of SDP's earn-out period. No cash was required to be received as consideration for these shares. Immediately following the issuance, the 143,000 Class A shares were exchanged for 143,000 common shares of the Company. Shares to be issued On May 31, 2022, SDP has concluded its earn-out period and achieved its milestones allowing SDP to receive its full earn-out compensation of 19,162,000 Class A shares (as described in detail in Note 4). These shares will be allocated to the previous owners of SDP based on their percentage of ownership on the date of sale. As of May 31, 2022, the fair value of the shares to be issued is $14,371,500. As of May 31, 2022, the outstanding Class A shares to be issued are as follows: Number of Shares Price per Share Value of Shares Amount to be issued to SDP sellers - May 31, 2022 19,162,000 0.75 $ 14,371,500 Shares issued (143,000 ) 0.75 (107,250 ) Balance as at May 31, 2022 19,019,000 0.75 $ 14,264,250 As of May 31, 2022, 143,000 Class A shares have been issued to one previous owner of SDP and 19,019,000 Class A shares are to be issued. b. Share based compensation The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in the Option Plan and the term, vesting periods, and the exercise price of options granted under the Option Plan. The stock option vesting ranges over a 1 year to 10-year period. The outstanding stock options at May 31, 2022 are as follows: Grant date Exercise price Number of options Number of vested options Weighted Avg Remaining Life (years) March 28, 2014 $ 2.13 5,103 5,103 1.83 September 23, 2019 0.19 28,155 - 2.32 May 29, 2020 0.27 73,700 73,700 2.99 August 18, 2020 0.19 73,700 73,700 8.22 June 8, 2021 0.99 434,830 - 4.01 June 8, 2021 0.86 1,647,990 - 4.01 June 8, 2021 0.86 250,000 250,000 4.01 July 7, 2021 1.39 400,000 - 4.22 December 6, 2021 0.65 1,185,400 - 4.52 January 19, 2022 0.65 150,000 - 4.64 March 9, 2022 0.54 240,000 - 4.78 April 13, 2022 0.78 236,700 - 4.87 April 26, 2022 0.90 350,000 - 4.91 Total $ 0.82 5,075,578 402,503 4.34 A summary of the Company's options are as follows: Number of Options Weighted Avg. Exercise Price Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired and forfeited (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 Options exercised (28,154 ) 0.01 Options exercised and forfeited - - Options issued 826,700 0.12 Balance as at May 31, 2022 5,075,578 $ 0.82 The Company recognized $489,089 of stock-based compensation for the quarter ended May 31, 2022 ($19,087 for the quarter ended May 31, 2021). On March 9, 2022, the Company issued 240,000 options to ten employees of SDP. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.54 per option. The fair value of the options was estimated on the date of the grant at $0.53 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 201%; expected dividend yield of 0%; risk-free interest rate of 1.50%; stock price of $0.54; and expected life of 5 years. On April 13, 2022, the Company issued 236,700 options to an officer of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.78 per option. The fair value of the options was estimated on the date of the grant at $0.77 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 210%; expected dividend yield of 0%; risk-free interest rate of 1.54%; stock price of $0.78; and expected life of 5 years. On April 26, 2022, the Company issued 350,000 options to two employees of the Company. The options vest over three years and are exercisable for a period of five years at an exercise price of $0.90 per option. The fair value of the options was estimated on the date of the grant at $0.86 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 214%; expected dividend yield of 0%; risk-free interest rate of 2.58%; stock price of $0.87; and expected life of 5 years. c. Warrants The following warrants have been issued this year: Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 41.25 2,121,232 2,121,232 0.55 May 21, 2021 0.47 421,414 421,414 0.55 May 21, 2021 0.85 243,675 243,675 0.55 November 11, 2021 0.86 199,804 199,804 1.45 February 15, 2022 0.55 542,431 542,431 2.71 February 15, 2022 0.70 7,749,000 7,749,000 2.71 Total $ 0.79 11,277,556 11,277,556 2.16 A summary of the Company's warrants are as follows: Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Broker warrants exercised (454,817 ) Balance as at May 31, 2022 11,277,556 $ 0.80 During the quarter ended May 31, 2022, no additional warrants were issued (February 28, 2022 - 10,070,036 warrants and 1,662,337 broker warrants were issued) On May 4, 2022, 454,817 shares of common stock were issued on the exercise of 454,817 broker share purchase warrants at an exercise price of $0.4749 per share. Proceeds received from this exercise totaled $215,953. | 14. Stockholders' Equity a. Share capital Unlimited voting common shares without par value Unlimited non-voting convertible Class A shares without par value Issuances As of February 28, 2022, and February 28, 2021, the Company had 52,539,162 and 33,813,308 common shares outstanding, respectively, with a value of $38,046,097and $31,065,513, respectively. As of February 28, 2022, and February 28, 2021, the Company had 1,355,425 and nil Class A shares outstanding, respectively, with a value of $480,479 and $0, respectively. On September 6, 2020, the Company entered into a share for debt agreement, pursuant to which it issued an aggregate of 737,000 shares of common stock in satisfaction of $114,498 (US$88,000) of indebtedness owed to a service provider. The 737,000 shares of common stock were valued at $94,999 based on the share price on May 21, 2021, the date of issuance. A gain of $15,538 was recognized on the settlement of this debt. On October 22, 2020, 28,154 common shares were issued on the exercise of 28,154 stock options for proceeds of $5,348 at an exercise price of $0.19 per share. The options had a fair value of $4,323. On May 20, 2021, 1,492,425 shares of common stock were issued on the exercise of 1,492,425 stock options. 608,025 of the stock options were exercised at price of $0.19 per share and 884,400 of the stock options were exercised at $0.27 per share for total proceeds of $355,500. On May 20, 2021, pursuant to a share exchange agreement, an aggregate of 1,355,425 shares of common stock with a value of $480,479 were exchanged for 1,355,425 Class A shares. On May 21, 2021, 9,990,237 shares of common stock and 2,121,232 share purchase warrants to purchase 2,121,232 shares were issued in connection with the financing closed on December 21, 2020, for a total of $5,550,258 in proceeds. 7,869,005 of the shares of common stock were issued at an approximate price of $0.48 per common share and 2,121,232 of the shares of common stock were issued at an approximate price of $0.85 per share. Each warrant has an exercise price of $1.25 per share, which can be exercised until December 18, 2022. The total fair value of the warrants was estimated on the date of the grant to be $13,685 at a price of $0.01 per unit. The fair value was determined using the Black- Scholes option pricing model with the following assumptions: expected volatility of 80%; expected dividend yield of 0%; risk-free interest rate of 0.33%; stock price of $0.16; and expected life of 2 years. Additionally, as part of the financing, the Company incurred share issuance costs totaling $256,993, which included paying cash of $249,768 and issuing 1,119,906 broker warrants as finders' commissions. Each broker warrant entitles the holder to acquire one common share until December 18, 2022. 876,231 of the broker warrants have an approximate exercise price of $0.47 and 243,675 of the broker warrants have an approximate exercise price of $0.85 per share. The total fair value of the 876,231 broker warrants was estimated on the date of the grant to be $23,118 at a price of $0.03 per unit. The total fair value of the 243,675 broker warrants was estimated on the date of the grant to be $2,918 with a price of $0.01 per unit. These fair values were determined using the Black- Scholes option pricing model with the following assumptions: expected volatility of 80%; expected dividend yield of 0%; risk-free interest rate of 0.33%; stock price of $0.16; and expected life of 2 years. On August 20, 2021, 112,617 shares of common stock were issued on the exercise of 112,617 stock options at an exercise price of $0.19 per share. Proceeds received from this exercise totaled $21,392. On November 11, 2021, 199,804 share purchase warrants to purchase 199,804 shares was issued. Each warrant has an exercise price of $0.86 per share, which can be exercised until November 11, 2023. The fair value of the warrants was estimated on the date of the grant at $0.70 per unit using the Black- Scholes option pricing model with the following assumptions: expected volatility of 183%; expected dividend yield of 0%; risk-free interest rate of 1%; stock price of $0.87; and expected life of 2 years. On February 15, 2022, 7,749,000 shares of common stock and 7,749,000 share purchase warrants to purchase 7,749,000 shares were issued in connection with financing for a total of $4,261,950 in proceeds. The 7,749,000 shares of common stock were issued at a price of $0.55 per common share. Each warrant has an exercise price of $0.70 which can be exercised for 36 months. The total fair value of the warrants was estimated on the date of the grant to be $3,591,369 at a price of $0.46 per unit using the Black- Scholes option pricing model with the following assumptions: expected volatility of 192%; expected dividend yield of 0%; risk-free interest rate of 1.7%; stock price of $0.52; and expected life of 3 years. Additionally, as part of the financing, the Company incurred share issuance costs totaling $665,113, which included paying cash of $410,284 and issuing 542,431 broker warrants as finders' commissions. Each broker warrant entitles the holder to acquire one common at an exercise price of $0.55 for a 36- month period, expiring February 15, 2025. The total fair value of the broker warrants was estimated on the date of the grant to be $254,829 at a price of $0.47 per unit using the Black- Scholes option pricing model with the following assumptions: expected volatility of 192%; expected dividend yield of 0%; risk-free interest rate of 1.7%; stock price of $0.52; and expected life of 3 years. b. Share based compensation The Company amended its stock option plan ("Option Plan") as follows: ▪ ▪ The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in the Option Plan and the term, vesting periods, and the exercise price of options granted under the Option Plan. The stock option vesting ranges over a 1 year to 10-year period. The outstanding stock options at February 28, 2022 are as follows: Grant date Exercise Number of Number of vested Weighted Avg Remaining March 28, 2014 $ 2.13 5,103 5,103 2.08 September 23, 2019 0.19 56,309 - 2.57 May 29, 2020 0.27 73,700 73,700 3.25 August 18, 2020 0.19 73,700 73,700 8.47 June 8, 2021 0.99 434,830 - 4.26 June 8, 2021 0.86 1,647,990 - 4.26 June 8, 2021 0.86 250,000 250,000 4.26 July 7, 2021 1.39 400,000 - 4.77 December 6, 2021 0.65 1,185,400 - 4.77 January 19, 2022 0.65 150,000 - 4.89 Total $ 0.78 4,277,032 402,503 4.30 A summary of the Company's stock options are as follows: Number of Options Weighted Avg. Exercise Price Balance as at February 29, 2020 1,181,709 0.31 Options exercised (28,154 ) 0.19 Options issued 1,639,825 0.23 Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 The Company recognized $1,196,361 of stock-based compensation for the year ended February 28, 2022 ($237,714 for the year ended February 28, 2021). On May 29, 2020, the Company issued 884,400 options to two directors, which were fully vested, and exercised during the year ended February 28, 2022, and 73,700 options to an employee of the Company. The options are exercisable for a period of five years at an exercise price of $0.27 per option. The fair value of the options was estimated on the date of the grant at $0.12 per option using the Black- Scholes option pricing model with the following assumptions: expected volatility of 115%; expected dividend yield of 0%; risk-free interest rate of 0.40%; stock price of $0.16; and expected life of 3 years. On August 18, 2020, the Company issued 608,025 options to two directors, which were fully vested, and exercised during the year ended February 28, 2022, and 73,700 options to an employee of the Company. The options are exercisable for a period of ten years at an exercise price of $0.19 per option. The fair value of the options was estimated on the date of the grant at $0.12 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 115%; expected dividend yield of 0%; risk- free interest rate of 0.40%; stock price of $0.16; and expected life of 3 years. On June 8, 2021, the Company issued 663,300 options to an officer of the Company. The options are exercisable for a period of five years at an exercise price of $0.99 per option. The fair value of the options was estimated on the date of the grant at $0.58 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 100%; expected dividend yield of 0%; risk-free interest rate of 0.88%; stock price of $0.80; and expected life of 5 years. On June 8, 2021, the Company issued 1,672,990 options to four directors, and 250,000 options to two employees of the Company in total. The options are exercisable for a period of five years at an exercise price of $0.86 per option. The fair value of the options was estimated on the date of the grant at $0.59 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 100%; expected dividend yield of 0%; risk-free interest rate of 0.88%; stock price of $0.80; and expected life of 5 years. On July 7, 2021, the Company issued 250,000 options to one director and 150,000 options to an employee of the Company, which were fully vested. The options are exercisable for a period of five years at an exercise price of $1.39 per option. The fair value of the options was estimated on the date of the grant at $0.64 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 190%; expected dividend yield of 0%; risk-free interest rate of 1.94%; stock price of $0.94; and expected life of 5 years. On December 6, 2021, the Company issued 100,000 options to one officer, 250,000 options to one director, 150,000 options to an employee of the Company, and 798,150 options to forty-one employees of Simbex in total. The options are exercisable for a period of five years at an exercise price of $0.65 per option. The fair value of the options was estimated on the date of the grant at $0.63 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 193%; expected dividend yield of 0%; risk-free interest rate of 1.38%; stock price of $0.65; and expected life of 5 years. On January 19, 2022, the Company issued 150,000 options to an officer of the Company. The options are exercisable for a period of five years at an exercise price of $0.65 per option. The fair value of the options was estimated on the date of the grant at $0.63 per option using the Black-Scholes option pricing model with the following assumptions: expected volatility of 192%; expected dividend yield of 0%; risk-free interest rate of 1.68%; stock price of $0.65; and expected life of 5 years. c. Warrants The following warrants have been issued this year: Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 $ 1.25 2,121,232 2,121,232 0.80 May 21, 2021 0.47 876,231 876,231 0.80 May 21, 2021 0.85 243,675 243,675 0.80 November 11, 2021 0.86 199,804 199,804 1.70 February 15, 2022 0.55 542,431 542,431 2.96 February 15, 2022 0.70 7,749,000 7,749,000 2.96 Total $ 0.79 11,732,373 11,732,373 2.35 A summary of the Company's warrants are as follows: Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 and February 29, 2020 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 During the year ended February 28, 2022, 11,731,373 warrants were issued (February 28, 2021 - $nil). 10,070,036 of these warrants were purchased as part of a unit during financing. 1,662,337 of these warrants were granted to brokers as share issuance costs. |
Related party transactions
Related party transactions | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Related Party Transactions [Abstract] | ||
Related party transactions [Text Block] | 14. Related party transactions The Company's transactions with related parties were carried out on normal commercial terms and in the course of the Company's business. Other than disclosed elsewhere in the Company's unaudited interim condensed consolidated financial statements, related party transactions are as follows. For the three months ended May 31, 2022 May 31, 2021 Salaries and short-term benefits $ 167,656 $ 22,775 Stock based compensation 253,748 19,087 Total $ 421,404 $ 41,862 Salary, allowance and other include salary, consulting fees, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder, directors and executive officers of the Company. Stock based compensation are to the directors and executive officers of the Company (Note 13). | 15. Related party transactions The February 28, February 28, Salaries and short-term benefits 483,665 251,145 Stock based compensation 921,577 237,714 Total 1,405,242 488,859 Salary and short-term benefits include salary, consulting fees, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder, directors and executive officers of the Company. Stock based compensation are to the directors and executive officers of the Company (Note 14). Included in accounts payable and accrued liabilities is $nil (February 28, 2021 - $114,498) due to a director of the Company. |
Capital management
Capital management | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Capital Management [Abstract] | ||
Capital management [Text Block] | 15. Capital management The Company's objectives when managing capital are to: (a) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (b) maintain a capital structure that allows the Company to finance its growth using internally generated cash flow and debt capacity; and (c) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk. The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and may make adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may, from time to time, change the amount of dividend paid to shareholders, return capital to shareholders by way of normal course issuer bid, issue new shares, or reduce liquid assets to repay other debt. | 16. The Company's objectives when managing capital are to: (a) maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern; (b) maintain a capital structure that allows the Company to finance its growth using internally generated cash flow and debt capacity; and (c) optimize the use of its capital to provide an appropriate investment return to its shareholders commensurate with risk. The Company's financial strategy is formulated and adapted according to market conditions in order to maintain a flexible capital structure that is consistent with its objectives and the risk characteristics of its underlying assets. The Company manages its capital structure and may make adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may, from time to time, change the amount of dividends paid to shareholders, return capital to shareholders by way of normal course issuer bid, issue new shares, or reduce liquid assets to repay other debt. |
Net loss per share
Net loss per share | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss per share [Text Block] | 16. Net loss per share For the three months ended May 31, 2022 May 31, 2021 Net loss $ (3,166,214 ) $ (634,598 ) Weighted average number of Common and Class A shares 54,029,902 34,995,692 Net loss per share from operations Basic $ (0.06 ) $ (0.02 ) Diluted $ (0.06 ) $ (0.02 ) | 17. Net loss per share February 28, 2022 February 28, 2021 Net loss (4,372,019 ) (2,667,423 ) Weighted average number of common shares 43,627,051 33,795,132 Net loss per share from operations Basic (0.10 ) (0.08 ) Diluted (0.10 ) (0.08 ) |
Operating expenses
Operating expenses | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
General and Administrative Expense [Abstract] | ||
Operating expenses [Text Block] | 17. Operating expenses General and administrative expenses include stock-based compensation of $489,089 ($19,087 for the quarter ended May 31, 2021) as well as rent and facility costs, professional fees, public company expenses, insurance and other general expenses. | 18. Operating expenses General and administrative expenses include stock-based compensation of $1,196,361 ($237,714 for the year ended February 28, 2021) as well as rent and facility costs, professional fees, public company expenses, insurance and other general expenses. |
Transaction costs including leg
Transaction costs including legal, financial, audit, US and Canadian regulatory costs | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Costs and Expenses [Abstract] | ||
Transaction costs including legal, financial, audit, US and Canadian regulatory costs [Text Block] | 18 Transaction costs including legal, financial, audit, US and Canadian regulatory costs The Company incurred costs associated with the Change of Business transaction, due diligence of acquisition targets, financing costs, US regulatory costs and the associated accounting and regulatory costs. While these costs are crucial to future operations, they do not represent regular operational costs of the business. The Company presents these costs separately to better allow investors to evaluate the operational status of the Company independently of financing, regulatory and other transaction focused expenses, which were as follows: May 31, 2022 May 31, 2021 Consulting and professional fees 456,092 326,392 General expenses 79,354 12,283 Transaction costs 535,446 338,675 | 19. The Company incurred substantial costs associated with the Change of Business transaction, due diligence of acquisition targets, financing costs, US regulatory costs and the associated accounting and regulatory costs. While these costs are crucial to future operations, they do not represent regular operational costs of the business. The Company presents these costs separately to better allow investors to evaluate the operational status of the Company independently of financing, regulatory and other transaction focused expenses, which were as follows: February 28, February 28, Consulting and professional fees 2,715,001 1,436,217 General expenses 1,127,733 207,375 Transaction Costs Including: Audit, Legal, and US Regulatory 3,842,734 1,643,592 |
Marketable securities
Marketable securities | 12 Months Ended |
Feb. 28, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable securities [Text Block] | 20. Marketable securities are classified as held for trading. The fair value of marketable securities is based on quoted prices in active markets and are measured at level 1 in the fair value hierarchy. The investments comprise of the following equities and balances as at February 28, 2022 and February 28, 2021: Details Quantity Average cost Market price/ unit Total Fair Value February 28, February 28, $ $ $ $ Callable shares - - - - 310,529 Short term bond ETF - - - - 166,267 Publicly traded common shares - - - - 11,888 Total investments - 488,684 During the year ended February 28, 2022, the Company sold all of its marketable securities. As part of the sale, the Company received proceeds of $496,526 and recognized $10,107 of realized gains. |
Cash and cash equivalents
Cash and cash equivalents | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents [Text Block] | 19. Cash and cash equivalents Cash represents bank deposits at financial institutions with high credit rating. Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of 90 days or less at time of purchase. Cash equivalents, which are carried at fair value and amortized cost, and consist of holdings in a money market fund and in treasury bills. As of May 31, 2022, there are no cash equivalents presented on the unaudited interim condensed consolidated balance sheet (February 28, 2022- $nil). | 21. Cash represents bank deposits at reputable banking institutions. Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of 90 days or less at time of purchase. Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in treasury bills. As of February 28, 2022, there are no cash equivalents presented on the balance sheet (February 28, 2021 - $nil). |
Income taxes
Income taxes | 12 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax [Text Block] | 22. As of February 28, 2022, the Company has US non-capital loss carry-forwards of approximately $9,053,765 ($5,872,904 as of February 28, 2021), which can be used to reduce taxable income of future years. The benefit from the non-capital loss carry-forward balance has not been recorded in the financial statements. These losses expire from 2035 to 2042. As of February 28, 2022, the Company has Canadian non-capital loss carry-forwards of approximately $8,096,327 ($8,391,814 as of February 28, 2021), which can be used to reduce taxable income of future years. The benefit from the non-capital loss carry-forward balance has not been recorded in the financial statements. These losses expire from 2032 to 2042. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of February 28, 2022 and 2021 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model. February 28, 2022 February 28, 2021 Non-capital loss carry forwards 4,481,137 2,904,627 Other temporary differences 507,758 1,732,555 Valuation allowance (4,988,895 ) (4,637,182 ) - - The Company's provision for (recovery of) income taxes differs from the amount that is computed by applying the combined Federal and state statutory income tax rate of 25.35% (2021 - 26.5%) in the United States to the Company's net loss before income taxes as follows: February 28, 2022 February 28, 2021 Net loss before income taxes (4,473,636 ) (2,667,423 ) Expected income tax recovery (1,134,067 ) 25.35% (706,866 ) 26.50% Tax rate changes and other adjustments 1,287,727 (28.78% ) 354,687 (13.30% ) Shares based compensation and non-deductible expenses 1,508,951 (33.73% ) 62,994 (2.36% ) Change in tax benefits not recognized (1,764,228 ) 39.44% 289,185 (10.84% ) Income tax (recovery) expense (101,617 ) 2.27% - (-% ) Current tax expense 12,022 - Deferred tax recovery (113,639 ) - - - As of February 28, 2022, the Company has a deferred tax liability of $1,755,889 (February 28, 2021-$nil). As of February 28, 2022, the Company has a current tax expense of $12,022 (February 28, 2021 - $nil). |
Contingencies
Contingencies | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies [Text Block] | 20. Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at May 31, 2022 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations. There are also no proceedings in which any of the Company's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest. Other than the line of credit and debt disclosed in Note 11, the Company does not have any other financial commitments or contingencies. | 23. Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at February 28, 2022 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations. There are also no proceedings in which any of the Company's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest. Outside of the line of credit and debt disclosed in Note 11, the Company does not have any other financial commitments or contingencies. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent events [Text Block] | 21. Subsequent Events The Company announced on June 7, 2022 that it had executed a non-binding agreement to acquire a US$5M revenue plastics business with 40% gross margins. The acquisition target has unaudited annual revenues of approximately US$5M with 40% gross margins. According to the non-binding agreement, Salona Global would pay US$6,500,000 or just over 1.2 times annual revenues, made up of an initial cash payment of US$3,000,000 and the issuance of up to 1,600,000 shares on closing, and US$2,500,000 in deferred payments upon performance. The Company announced on June 9, 2022 that it had executed a non-binding agreement to acquire a US$14M revenue physical therapy medical and equipment business with 35% gross margins. The acquisition target has unaudited annual revenues of approximately US$14M. It reported 35% unaudited gross margins, has a strong balance sheet relative to revenue, and is generating free cash flow. According to the non-binding agreement, Salona Global would pay US$14,00,000 or one (1) times annual revenues, made up of an initial cash payment of US$9,000,000 on closing and the issuance of up to 3,300,000 shares* and US$3,000,000 in a subordinated note. The Company announced on June 29, 2022 that it had signed an agreement to distribute the Hyperice™ suite of products. Additionally, Salona Global also announced receipt of its first orders of 600 units for the recently launched Mio-Guard® premium reusable electrode based on the acquisition of intellectual property ("IP") previously announced on April 14, 2022. | 24. Subsequent events The Company's management has evaluated subsequent events up to May 31, 2022, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent event: On May 6, 2022, the Company issued 454,817 common stock pursuant to the exercise of broker warrants. On March 11, 2022, the Company closed on an acquisition of Mio-Guard, LLC ("Mio-Guard") a medical device sales and marketing business serving the Midwest United States. Under the terms of the Purchase Agreement, Inspira Financial Company, a wholly owned subsidiary of Salona Global (the " Salona Global Buyer ") will acquire all of the units of Mio-Guard from Mr. Zisholz in consideration for (i) 1,300,000 Class B units of the Salona Global Buyer (" Class B Units ") on closing, (ii) up to 125,000 Class B Units per quarter for eight consecutive quarters immediately following closing (subject to adjustment pursuant to customary closing adjustments), and (iii) two Class B Units for each dollar of EBITDA Mio-Guard generates during the eight quarters, subject to customary closing adjustments and subject to a maximum of 4,000,000 Class B Units to be issued. The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global ("Salona Global Class "A" Shares ") on a one for one basis. The Salona Global Class "A" Shares have the same attributes as the Common Shares of Salona Global (" Salona Global Common Shares "), except that the Salona Global Class "A" Shares are not listed on the TSX Venture Exchange, do not carry the right to vote, and are convertible, subject to certain terms and conditions, including a provision prohibiting a holder of Salona Global Class "A" Shares from converting Salona Global Class "A" Shares for Salona Global Common Shares if it would result in such holder holding more than 9.9% of the Salona Global Common Shares, into Salona Global Common Shares on a one-for-one basis. In addition, pursuant to the Contribution and Exchange Agreement, Mr. Zisholz is restricted from holding more than 500,000 Salona Global Common Shares at any time. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Basis of consolidation [Policy Text Block] | a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, Mio-Guard, LLC ("Mio-Guard"), 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of all its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. | a) Basis of consolidation These statements consolidate the accounts of the Company and its wholly owned operating subsidiaries, namely, Simbex, LLC ("Simbex"), ALG Health Plus, LLC ("ALG Health Plus"), South Dakota Partners Inc. ("SDP"), Inspira Financial Company, 1077863 B.C., Ltd, and Inspira SAAS Billing, Inc. in the United States. Additionally, these statements consolidate the Company's wholly owned holding company subsidiaries, namely, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp., Simbex Acquisition Parent I Corporation, Pan Novus Hospital Sales Group, LLC, Brattle Acquisition I Corp, and Simbex Acquisition Parent I Corporation. The Company owns 100% of its subsidiaries. Intercompany balances and transactions are eliminated upon consolidation. |
Basis of measurement [Policy Text Block] | b) Basis of measurement The unaudited interim condensed consolidated financial statements of the Company have been prepared on an historical cost basis except contingent consideration which are carried at fair value. | b) Basis of measurement The consolidated financial statements of the Company have been prepared on an historical cost basis except marketable securities and contingent consideration which are carried at fair value. |
Use of estimates [Policy Text Block] | c) Use of estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | c) Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies to useful lives of non-current assets, impairment of non-current assets, including goodwill and intangible assets, valuation of stock-based compensation, allowance for doubtful accounts, provisions for inventory and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Operating segments [Policy Text Block] | d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of May 31, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the unaudited interim condensed consolidated balance sheets and statements of operations and comprehensive loss. | d) Operating segments An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. The segment operating results are reviewed regularly by the Company's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. As of February 28, 2022, the Company has one segment, healthcare operations, which includes production and sale of medical devices to businesses in the United States. Assets, liabilities, revenues and expense from this segment are disclosed in the consolidated balance sheets and statements of operations and comprehensive loss. |
Fair value of financial instruments [Policy Text Block] | e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of May 31, 2022 and February 28, 2022, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP, Simbex, and Mio-Guard acquisitions, that would be required to be presented on the unaudited interim condensed consolidated balance sheet at fair value. | e) Fair value of financial instruments The Company's financial instruments consist principally of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, security deposit, accounts payable and accrued liabilities, line of credit, debt, contingent consideration payable, lease liabilities and other liabilities. Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures Financial Instruments The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization, low risk of counterparty default and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. As of February 28, 2022, and February 28, 2021, respectively, the Company did not identify any financial assets and liabilities other than contingent considerations resulting from the SDP and Simbex acquisitions, and marketable securities, that would be required to be presented on the consolidated balance sheet at fair value. |
Revenue recognition [Policy Text Block] | f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP, Mio-Guard and ALG recognize revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. | f) Revenue recognition Revenue comprises of goods and services provided to the Company's contracted customers and sales-based royalty charged by the Company to licensees of the Intellectual Property (IP) developed by the Company. In accordance with ASC 606 - Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The Company accounts for a customer contract when the rights of the parties, including the payment terms, are identified, the contract has commercial substance, collection of consideration is probable, and the contract has been signed and agreed to by both parties. Revenue is recognized when, or as, performance obligations are satisfied by transferring control or economic benefit of the service to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for its services. Revenue excludes sales tax and is recorded net of discounts and an allowance for estimated returns unless the terms of the sales are final. The principles in ASC 606 are applied using the following five steps: 1. Identify the contract with a customer; 2. Identify the performance obligation(s) in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligation(s) in the contract; and 5. Recognize revenue when (or as) the performance obligation(s) are satisfied. SDP recognizes revenue at a point-in-time upon transfer of control of goods to customers, which is generally upon shipment or delivery, depending on the delivery terms set forth in the customer contract, at an amount that reflects the consideration the Company received or expects to receive in exchange for the goods. Simbex recognizes its revenue over time as it meets its milestones and performs its obligations as agreed upon in its contracts with its customers. Payment received prior to the delivery of service is classified as deferred revenue. Provisions for discounts, returns and other adjustments are provided for in the period the related sales are recorded. The Company has concluded that it is the principal in its revenue arrangements because it controls the goods or services before transferring them to the customer. The Company typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type warranties are accounted for as warranty provisions, if any. |
Research and development costs [Policy Text Block] | g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. | g) Research and development costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses. |
Cash and cash equivalents [Policy Text Block] | h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are placed in United States dollar and securities issued by the United States Government. | h) Cash and cash equivalents Cash and cash equivalents comprise highly liquid interest-bearing securities that are readily convertible to cash and are subject to an insignificant risk of changes in value. The maturities of these securities as at the purchase date are 90 days or less. A variable amount of the cash is held in cash backed, liquid US money market funds with high institutional credit ratings. Most of these money market funds are composed of the United States dollar and securities issued by the United States Government. |
Inventories [Policy Text Block] | i) Inventories Inventories comprises of raw-material, work-in-progress, trading goods, and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. | i) Inventories Inventories comprises of raw-material, work-in-progress and finished goods, which consist principally of electrodes, electronic components, subassemblies, steel, hardware, and fasteners and are stated at the lower of cost (first-in, first-out) and net realizable value and include direct labor, materials, and other related costs. The Company periodically reviews inventory for evidence of slow-moving or obsolete items, and writes inventory down to net realizable value, as needed. This write-down is based on management's review of inventories on hand, compared to estimated future usage and sales, shelf-life assumptions, and assumptions about the likelihood of obsolescence. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. |
Goodwill [Policy Text Block] | j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. | j) Goodwill Goodwill represents the excess of costs over fair value of net assets acquired from our business combinations. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the FASB issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles-Goodwill and Other When evaluating whether the goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to its carrying amount, including goodwill. The Company identifies the reporting unit on a basis that is similar to its method for identifying operating segments as defined by the Segment Reporting Topic of the FASB ASC. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. This evaluation is applied annually on each impairment testing date (February 28) unless there is a triggering event present during an interim period. |
Property and equipment [Policy Text Block] | k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period | k) Property and equipment Property and equipment are carried at cost less accumulated depreciation and impairment, if any. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period |
Right-of-use asset [Policy Text Block] | l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases | l) Right-of-use asset The Company's right-of-use assets consist of leased assets recognized in accordance with Accounting Standard Codification 842, Leases |
Intangible asset [Policy Text Block] | m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. | m) Intangible assets Intangible assets consist of trademarks, intellectual property, customer base and non-competes (Note 4). Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses per the table below: Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. The next assessment of useful lives will take place as at the fiscal year ending February 28, 2023. |
Business Combination and Contingent consideration [Policy Text Block] | n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units. If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. | n) Business Combination and Contingent consideration A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. The Company considers several factors to determine whether the set of activities and assets is a business. Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to reporting units ("RUs"). If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statement of operations and comprehensive loss. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date. The determination of the value of goodwill and intangible assets arising from business combinations requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. The total purchase price for the acquisition of South Dakota Partners Inc. ("SDP") comprised of amounts allocated to stock, including a contingent consideration liability representing the impact of expected revenue and net working capital shortfalls and a contingent consideration asset which represents potential future earnout payments to the Company that are contingent on SDP's business achieving certain milestones. Contingent consideration classified as an asset or liability is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in the consolidated statement of operations and comprehensive loss. During the year ended February 28, 2022, ALG Health Plus had one supplier, accounting for 100% of its accounts payable and the products it sells to its end customers (February 28, 2021-nil), which is a material concentration of risks. |
Stock-Based Compensation [Policy Text Block] | o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation | o) Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation |
Basic and Diluted Earnings Per Share [Policy Text Block] | p) Basic and Diluted Earnings Per Share The Company has adopted the ASC 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company's common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2022. | p) Basic and Diluted Earnings Per Share The Company has adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 260-10 which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to stockholders by the weighted average number of common shares and Class A shares outstanding for the period. Except for voting rights, the Company’s common stock and Class A shares have the same dividend rights, are equal in all respects, and are otherwise treated as if they were one class of shares, including the treatment for the earnings per share calculations. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at February 28, 2022 and 2021. |
Foreign Currency Transactions and Comprehensive Income [Policy Text Block] | q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the unaudited interim condensed consolidated balance sheet. | q) Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company's subsidiaries is the US dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders' equity section of the balance sheet. |
Income Taxes [Policy Text Block] | r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. | r) Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Taxes , which requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed it methodology for estimating the valuation allowance. A change in valuation allowance affect earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established. Under ASC 740, a tax position is recognized as a benefit only if it is 'more likely than not' that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the 'more likely than not' test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Share purchase warrants [Policy Text Block] | s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the period ended May 31, 2022, the Company concluded based on the above mentioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. | s) Share purchase warrants The Company accounts for the share purchase warrants issued to investor and brokers pursuant to equity financing as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For the year ended February 28, 2022, the Company concluded based on the abovementioned that the issued investor warrants and broker warrants met the criteria for equity classification in accordance with ASC 815-40 and therefore were classified under equity. The fair value of those warrants is determined by using Black Scholes valuation model on the date of issuance. Relative fair value method is applied to allocate gross proceeds from equity financing into its shares and warrants portion respectively. Those costs directly contributable to equity financing are accounted for as a reduction under stockholders' equity. |
Reclassification [Policy Text Block] | t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. | t) Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Recently issued pronouncements [Policy Text Block] | u) Recently issued pronouncements In October 2021 FASB, issued Accounting Standards Update (ASU) ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the unaudited interim condensed consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. | u) Recently issued pronouncements In October 2021 FASB, issued ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In August 2020, the FASB issued guidance that simplifies the accounting for debt with conversion options, revises the criteria for applying the derivative scope exception for contracts in an entity's own equity, and improves the consistency for the calculation of earnings per share. The guidance is effective for annual reporting periods and interim periods within those annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on the Company's consolidated financial statements and related disclosures. In March 2020, the FASB issued guidance providing optional expedients and exceptions to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The optional guidance, which became effective on March 12, 2020, and can be applied through December 21, 2022, has not impacted the consolidated financial statements. The Company has various contracts that reference LIBOR and is assessing how this standard may be applied to specific contract modifications through December 31, 2022 Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Significant accounting polici_3
Significant accounting policies (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of useful life for property plant and equipment [Table Text Block] | Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period | Asset Life Machinery and equipment 3 - 10 years Computer equipment and software 3 - 5 years Furniture and fixtures 7 - 10 years Leasehold improvements Over the lease period |
Schedule of finite-lived intangible assets [Table Text Block] | Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years | Intangible asset Life Tradename - Trademarks 5 years Non-competes 5 years Intellectual Property 5 years Customer Base 15 years |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
South Dakota Partners Inc [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of purchase price allocation of acquisition of SDP [Table Text Block] | Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 | Cash $ 255 Security deposit 461,066 Accounts receivable 2,763,621 Inventories 4,958,833 Prepaid expenses 21,651 Property and equipment 1,409,421 Right-of-use assets 2,343,947 Intangible assets 2,199,444 Goodwill 9,090,357 Accounts payable (821,244 ) Accrued expenses (201,733 ) Customer deposits (221,290 ) Line of credit (3,732,414 ) Debt (2,971,350 ) Lease liability (2,498,095 ) Deferred tax liability (557,559 ) Other liabilities (163,130 ) Total adjusted purchase price 12,081,780 Goodwill $ 9,090,357 Tradename - Trademarks 341,929 Intellectual Property 320,823 Customer Base 1,266,405 Non-Competes 270,287 Total identifiable intangible assets including goodwill $ 11,289,801 |
Schedule of value of total consideration [Table Text Block] | Stock (Parent Special Stock) 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 | Stock (Parent Special Stock) $ 12,340,570 Floor Guarantee/Contingent Liability 1,139,910 Earn-out /Contingent Consideration (Revenue) (21,924 ) Earn-out /Contingent Consideration (Net Assets) (1,376,776 ) Total Consideration $ 12,081,780 |
Simbex, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of allocation of purchase price [Table Text Block] | Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 | Cash $ 632,697 Accounts Receivable 1,402,315 Work-in-process 301,180 Prepaid expenses 34,992 Property and equipment 122,916 Other receivables 6,395 Intangible Assets 5,175,486 Goodwill 6,263,204 Accounts payable and accrued liabilities (33,560 ) Accrued expenses (1,095 ) Unearned revenue (131,016 ) Deferred tax liability (1,311,986 ) Total adjusted purchase price $ 12,461,528 |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 | Goodwill $ 6,263,204 Tradename - Trademarks 933,865 Customer Base 3,648,148 Non-Competes 593,473 Total identifiable intangible assets including goodwill $ 11,438,690 |
Schedule of value of total consideration [Table Text Block] | Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 | Cash $ 4,428,900 Working Capital Adjustment 1,262,859 Value of Escrowed Stock 126,540 Value of Earnout / Contingent Consideration 6,643,229 Total Consideration $ 12,461,528 |
Mio Guard [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of allocation of purchase price [Table Text Block] | Cash $ 3,363 Accounts receivable 531,601 Inventory 498,897 Property and equipment 73,446 Intangible assets and goodwill 1,732,602 Accounts payable (764,225 ) Due to related parties (2,307 ) Deferred tax liability (204,912 ) Total adjusted purchase price $ 1,868,465 | |
Schedule of goodwill and other intangible assets [Table Text Block] | Goodwill (including workforce) $ 721,387 Tradename 220,056 Customer Relationships 532,968 Non-Competes 49,609 Other intangible assets 208,582 Total identifiable intangible assets including goodwill $ 1,732,602 | |
Schedule of value of total consideration [Table Text Block] | At closing (1,300,000 Class B units) $ 702,000 Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) 1,166,465 Total Consideration $ 1,868,465 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Receivables [Abstract] | ||
Schedule of accounts receivable [Table Text Block] | May 31, 2022 February 28, 2022 Trade accounts receivable $ 7,250,256 $ 6,416,055 Allowance for doubtful accounts (72,003 ) (54,150 ) Other receivables 49,015 233,763 Total accounts receivable $ 7,227,268 $ 6,595,668 | February 28, 2022 February 28, 2021 Trade accounts receivable $ 6,416,055 $ - Allowance for doubtful accounts (54,150 ) - Other receivables 233,763 - Total accounts receivable $ 6,595,668 $ - |
Disaggregation of Revenues (Tab
Disaggregation of Revenues (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Disaggregation of Revenue [Abstract] | ||
Schedule of disaggregation of revenues [Table Text Block] | May 31, 2022 May 31, 2021 Sales $ 10,010,352 $ 572,680 Fees and other 38,144 - Total operating revenues $ 10,048,496 $ 572,680 Investment income 52 5,715 Change in fair value of marketable securities - 12,045 Total revenue $ 10,048,548 $ 590,440 | February 28, 2022 February 28, 2021 Sales $ 18,020,924 $ - Loan interest - 42,838 Fees and other 96,414 49,910 Interest, fees, and other recovered 157,511 43,365 Total operating revenues 18,274,849 $ 136,113 Investment income $ 20,432 $ 14,618 Gain on sale of marketable securities 10,107 - Change in fair value of marketable securities 6,881 (812 ) Impairment of other investments - (183,466 ) Total revenue $ 18,312,269 $ (33,547 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventories [Table Text Block] | May 31, 2022 February 28, 2022 Raw materials $ 5,106,207 $ 4,640,896 Work in progress 403,966 259,235 Finished goods 87,815 69,308 Trading goods 623,712 - Total $ 6,221,700 $ 4,969,439 | February 28, 2022 Raw materials $ 4,640,896 Work in progress 259,235 Finished goods 69,308 Total $ 4,969,439 |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property, plant and equipment [Table Text Block] | Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 1,444,616 $ - $ 1,444,616 $ 25,334 $ - $ (5,688 ) $ 1,464,262 Computer equipment and software 73,728 45,848 119,576 13,878 - (2,237 ) 131,217 Furniture and fixtures 10,235 27,598 37,833 - - (197 ) 37,636 Leasehold improvements 134,516 - 134,516 - - (529 ) 133,987 Total $ 1,663,095 $ 73,446 $ 1,736,541 $ 39,212 $ - $ (8,651 ) $ 1,767,102 Accumulated Depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal Translation May 31, 2022 Machinery and equipment $ 178,244 $ - $ 178,244 $ 59,683 $ - $ (1,004 ) $ 236,923 Computer equipment and software 15,269 - 15,269 6,583 - (1,710 ) 20,142 Furniture and fixtures 1,292 - 1,292 420 - (8 ) 1,704 Leasehold improvements 8,115 - 8,115 4,259 - (54 ) 12,320 Total $ 202,920 $ - $ 202,920 $ 70,945 $ - $ (2,776 ) $ 271,089 Net Book Value $ 1,460,175 $ 1,496,013 | Cost Acquired on May 21, 2021 and September 30, 2021 Additions Disposal Translation February 28, 2022 Machinery and equipment $ 1,319,687 $ 55,259 $ - $ 69,670 $ 1,444,616 Computer equipment and software 70,029 - - 3,699 73,728 Furniture and fixtures 9,721 - - 514 10,235 Leasehold improvements 132,900 - - 1,616 134,516 Total $ 1,532,337 $ 55,259 $ - $ 75,499 $ 1,663,095 Accumulated amortization May 21, 2021 and September 30, 2021 Additions Disposal Translation February 28, 2022 Machinery and equipment $ - $ 176,226 $ - $ 2,018 $ 178,244 Computer equipment and software - 15,096 - 173 15,269 Furniture and fixtures - 1,277 - 15 1,292 Leasehold improvements - 8,023 - 92 8,115 Total $ - $ 200,622 $ - $ 2,298 $ 202,920 Net Book Value $ 1,532,337 $ 1,460,175 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets [Table Text Block] | Cost February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 1,275,794 $ 220,056 $ 1,495,850 $ - $ - $ 1,495,850 Intellectual Property 320,823 - 320,823 - - 320,823 Customer Base 4,914,553 532,968 5,447,521 - - 5,447,521 Non-Competes 863,760 49,608 913,368 - - 913,368 Other Intangible Assets - 208,582 208,582 - - 208,582 Total $ 7,374,930 $ 1,011,214 $ 8,386,144 $ - $ - $ 8,386,144 Accumulated depreciation February 28, 2022 Acquired March 11, 2022 Total Additions Disposal May 31, 2022 Tradename-Trademarks $ 133,260 $ - $ 133,260 $ 76,058 $ - $ 209,318 Intellectual Property 51,968 - 51,968 17,234 - 69,202 Customer Base 169,783 - 169,783 92,911 - 262,694 Non-Competes 93,337 - 93,337 47,132 - 140,469 Other Intangible Assets - - - - Total $ 448,348 $ - $ 448,348 $ 233,335 $ - $ 681,683 Net Book Value $ 6,926,582 $ 7,704,461 | Acquired on May 21 and September 30, February 28, Cost 2021 Additions Disposal 2022 Tradename - Trademarks $ 1,275,794 $ - $ - $ 1,275,794 Intellectual Property 320,823 - - 320,823 Customer Base 4,914,553 - - 4,914,553 Non-Competes 863,760 - - 863,760 Total $ 7,374,930 $ - $ - $ 7,374,930 Accumulated amortization May 21, and September 30, 2021 Additions Disposal February 28, 2022 Tradename - Trademarks $ - $ 133,260 $ - $ 133,260 Intellectual Property - 51,968 - 51,968 Customer Base - 169,783 - 169,783 Non-Competes - 93,337 - 93,337 Total $ - 448,348 $ - $ 448,348 Net Book Value $ 7,374,930 6,926,582 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued liabilities [Table Text Block] | May 31, 2022 February 28, Accounts payable $ 3,635,115 $ 2,862,694 Accrued liabilities 400,650 816,702 Other liabilities 1,447,215 562,262 Total $ 5,482,980 $ 4,241,658 | February 28, February 28, Accounts payable $ 2,862,694 $ 479,767 Accrued liabilities 816,702 568,017 Other liabilities 562,262 15,000 Total $ 4,241,658 $ 1,062,784 |
Line of credit and debt (Tables
Line of credit and debt (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of debt [Table Text Block] | Crestmark term loan Total Debt Balance, February 28, 2022 $ 856,119 $ 856,119 Additions - - Forgiveness of loan - - Principal repayments (42,541 ) (42,541 ) Translation (3,155 ) (3,155 ) Balance, May 31, 2022 810,423 810,423 Less: current portion (176,292 ) (176,292 ) Long-term portion $ 634,131 $ 634,131 | South Dakota Development Corporation State of South Dakota Governor’s Office of Economic Development Other Notes payable Covid- Related Loans Crestmark term loan Total Debt Acquired on May 21, 2021 $ 509,543 $ 28,480 $ 1,549,289 $ 884,038 $ - $ 2,971,350 Additions - - - 939,696 939,696 Forgiveness of loan - - (918,361 ) - (918,316 ) Principal repayments (529,326 ) (29,586 ) (1,609,441 ) - (94,953 ) (2,263,306 ) Translation 19,783 1,106 60,152 34,323 11,376 126,740 Balance February 28, 2022 - - - - 856,119 856,119 Less: current portion - (174,361 ) (174,361 ) Long-term portion $ - $ - $ - $ - $ 681,758 $ 681,758 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Leases [Abstract] | ||
Schedule of right-of-use assets and lease liabilities [Table Text Block] | Right-of-use assets Balance, February 28, 2022 $ 3,941,840 Acquired 476,956 Amortization (108,375 ) Translation (17,937 ) Balance, May 31, 2022 $ 4,292,484 Lease liability Current Long-term Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 Acquired 471,926 Interest lease expense 61,575 Lease payments (132,402 ) Translation (18,777 ) Balance, May 31, 2022 $ 4,562,010 $ 338,226 $ 4,223,784 | Right-of-use assets Acquired $ 3,955,533 Amortization (192,796 ) Impact of modification 51,177 Translation 127,926 Balance, February 28, 2022 $ 3,941,840 Lease liability Current Long-term Acquired $ 4,109,681 $ 267,131 $ 3,842,550 Interest lease expense 202,844 Lease payments (269,954 ) Translation 137,117 Balance, February 28, 2022 $ 4,179,688 $ 245,257 $ 3,934,431 |
Schedule of future minimum lease payments payable [Table Text Block] | Twelve months ending May 31, 2023 $ 570,263 Twelve months ending May 31, 2024 586,674 Twelve months ending May 31, 2025 602,637 Twelve months ending May 31, 2026 619,486 Twelve months ending May 31, 2027 589,308 2028 and thereafter 3,484,518 Total future minimum lease payments 6,452,886 Less: Interest on lease liabilities (1,890,876 ) Total present value of minimum lease payments 4,562,010 Less: current portion 338,226 Non-current portion $ 4,223,784 | Twelve months ending February 28, 2023 $ 469,876 Twelve months ending February 29, 2024 484,925 Twelve months ending February 28, 2025 500,539 Twelve months ending February 28, 2026 510,549 Twelve months ending February 28, 2027 522,185 2028 and thereafter 3,660,696 Total future minimum lease payments 6,148,770 Less: Interest on lease liabilities (1,969,082 ) Total present value of minimum lease payments 4,179,688 Less: current portion 245,257 Non-current portion $ 3,934,431 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of outstanding class A shares to be issued [Table Text Block] | Number of Shares Price per Share Value of Shares Amount to be issued to SDP sellers - May 31, 2022 19,162,000 0.75 $ 14,371,500 Shares issued (143,000 ) 0.75 (107,250 ) Balance as at May 31, 2022 19,019,000 0.75 $ 14,264,250 | |
Schedule of outstanding stock options [Table Text Block] | Grant date Exercise price Number of options Number of vested options Weighted Avg Remaining Life (years) March 28, 2014 $ 2.13 5,103 5,103 1.83 September 23, 2019 0.19 28,155 - 2.32 May 29, 2020 0.27 73,700 73,700 2.99 August 18, 2020 0.19 73,700 73,700 8.22 June 8, 2021 0.99 434,830 - 4.01 June 8, 2021 0.86 1,647,990 - 4.01 June 8, 2021 0.86 250,000 250,000 4.01 July 7, 2021 1.39 400,000 - 4.22 December 6, 2021 0.65 1,185,400 - 4.52 January 19, 2022 0.65 150,000 - 4.64 March 9, 2022 0.54 240,000 - 4.78 April 13, 2022 0.78 236,700 - 4.87 April 26, 2022 0.90 350,000 - 4.91 Total $ 0.82 5,075,578 402,503 4.34 | Grant date Exercise Number of Number of vested Weighted Avg Remaining March 28, 2014 $ 2.13 5,103 5,103 2.08 September 23, 2019 0.19 56,309 - 2.57 May 29, 2020 0.27 73,700 73,700 3.25 August 18, 2020 0.19 73,700 73,700 8.47 June 8, 2021 0.99 434,830 - 4.26 June 8, 2021 0.86 1,647,990 - 4.26 June 8, 2021 0.86 250,000 250,000 4.26 July 7, 2021 1.39 400,000 - 4.77 December 6, 2021 0.65 1,185,400 - 4.77 January 19, 2022 0.65 150,000 - 4.89 Total $ 0.78 4,277,032 402,503 4.30 |
Schedule of stock option activity [Table Text Block] | A summary of the Company's options are as follows: Number of Options Weighted Avg. Exercise Price Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired and forfeited (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 Options exercised (28,154 ) 0.01 Options exercised and forfeited - - Options issued 826,700 0.12 Balance as at May 31, 2022 5,075,578 $ 0.82 | Number of Options Weighted Avg. Exercise Price Balance as at February 29, 2020 1,181,709 0.31 Options exercised (28,154 ) 0.19 Options issued 1,639,825 0.23 Balance as at February 28, 2021 2,793,380 $ 0.27 Options exercised (1,605,042 ) 0.23 Options expired (1,345,746 ) - Options issued 4,434,440 0.75 Balance as at February 28, 2022 4,277,032 $ 0.78 |
Schedule of warrants issued [Table Text Block] | Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 41.25 2,121,232 2,121,232 0.55 May 21, 2021 0.47 421,414 421,414 0.55 May 21, 2021 0.85 243,675 243,675 0.55 November 11, 2021 0.86 199,804 199,804 1.45 February 15, 2022 0.55 542,431 542,431 2.71 February 15, 2022 0.70 7,749,000 7,749,000 2.71 Total $ 0.79 11,277,556 11,277,556 2.16 | Grant date Exercise price Number of warrants Number of vested warrants Weighted Avg Remaining Life (years) May 21, 2021 $ 1.25 2,121,232 2,121,232 0.80 May 21, 2021 0.47 876,231 876,231 0.80 May 21, 2021 0.85 243,675 243,675 0.80 November 11, 2021 0.86 199,804 199,804 1.70 February 15, 2022 0.55 542,431 542,431 2.96 February 15, 2022 0.70 7,749,000 7,749,000 2.96 Total $ 0.79 11,732,373 11,732,373 2.35 |
Schedule of summary warrant [Table Text Block] | Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 Warrants issued as part of finance deal - - Broker warrants issued as part of finance deal - - Broker warrants exercised (454,817 ) Balance as at May 31, 2022 11,277,556 $ 0.80 | Number of Warrants Weighted Avg. Exercise Price Balance as at February 28, 2021 and February 29, 2020 - $ - Warrants issued as part of finance deal 10,070,036 0.70 Broker warrants issued as part of finance deal 1,662,337 0.09 Balance as at February 28, 2022 11,732,373 $ 0.79 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transactions [Table Text Block] | For the three months ended May 31, 2022 May 31, 2021 Salaries and short-term benefits $ 167,656 $ 22,775 Stock based compensation 253,748 19,087 Total $ 421,404 $ 41,862 | February 28, February 28, Salaries and short-term benefits 483,665 251,145 Stock based compensation 921,577 237,714 Total 1,405,242 488,859 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Net loss per share [Table Text Block] | For the three months ended May 31, 2022 May 31, 2021 Net loss $ (3,166,214 ) $ (634,598 ) Weighted average number of Common and Class A shares 54,029,902 34,995,692 Net loss per share from operations Basic $ (0.06 ) $ (0.02 ) Diluted $ (0.06 ) $ (0.02 ) | February 28, 2022 February 28, 2021 Net loss (4,372,019 ) (2,667,423 ) Weighted average number of common shares 43,627,051 33,795,132 Net loss per share from operations Basic (0.10 ) (0.08 ) Diluted (0.10 ) (0.08 ) |
Transaction costs including l_2
Transaction costs including legal, financial, audit, US and Canadian regulatory costs (Tables) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Costs and Expenses [Abstract] | ||
Schedule of transaction costs including legal, audit and US regulatory [Table Text Block] | May 31, 2022 May 31, 2021 Consulting and professional fees 456,092 326,392 General expenses 79,354 12,283 Transaction costs 535,446 338,675 | February 28, February 28, Consulting and professional fees 2,715,001 1,436,217 General expenses 1,127,733 207,375 Transaction Costs Including: Audit, Legal, and US Regulatory 3,842,734 1,643,592 |
Marketable securities (Tables)
Marketable securities (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities [Table Text Block] | Details Quantity Average cost Market price/ unit Total Fair Value February 28, February 28, $ $ $ $ Callable shares - - - - 310,529 Short term bond ETF - - - - 166,267 Publicly traded common shares - - - - 11,888 Total investments - 488,684 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities [Table Text Block] | February 28, 2022 February 28, 2021 Non-capital loss carry forwards 4,481,137 2,904,627 Other temporary differences 507,758 1,732,555 Valuation allowance (4,988,895 ) (4,637,182 ) - - |
Schedule of net loss before income taxes [Table Text Block] | February 28, 2022 February 28, 2021 Net loss before income taxes (4,473,636 ) (2,667,423 ) Expected income tax recovery (1,134,067 ) 25.35% (706,866 ) 26.50% Tax rate changes and other adjustments 1,287,727 (28.78% ) 354,687 (13.30% ) Shares based compensation and non-deductible expenses 1,508,951 (33.73% ) 62,994 (2.36% ) Change in tax benefits not recognized (1,764,228 ) 39.44% 289,185 (10.84% ) Income tax (recovery) expense (101,617 ) 2.27% - (-% ) Current tax expense 12,022 - Deferred tax recovery (113,639 ) - - - |
Description of the business (Na
Description of the business (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 11, 2022 shares | Mar. 18, 2022 shares | May 31, 2022 | Feb. 28, 2022 CAD ($) shares | Feb. 28, 2022 USD ($) shares | |
Variable Interest Entity [Line Items] | |||||
Description of issued and outstanding common shares | On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). | On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). | On December 21, 2020, the Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the "Consolidation"). | ||
Description of stock conversions | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global ("Salona Global Class "A" Shares ") on a one for one basis. | ||||
Zisholz [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Restriction on holding number of common shares | 500,000 | ||||
Class A Common stock [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of shares issued upon meeting revenue goal for quarter ended February 28, 2022 | 1,000,000 | 1,000,000 | |||
Revenue target per agreement for class a share award by quarter ended February 28, 2022 | $ | $ 1,000,000 | ||||
Generated profitable revenue | 856,170 | $ 676,173 | |||
Common Class B [Member] | Zisholz [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of maximum units issued | 4,000,000 | ||||
Number of shares acquired on closing | 1,300,000 | ||||
Number of common shares acquired per quarter | 125,000 | ||||
Description of stock conversions | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. | ||||
Common Class B [Member] | Zisholz [Member] | Subsequent event [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of maximum units issued | 4,000,000 | 4,000,000 | |||
Restriction on holding number of common shares | 500,000 | ||||
Number of shares acquired on closing | 1,300,000 | 1,300,000 | |||
Number of common shares acquired per quarter | 125,000 | 125,000 | |||
Description of stock conversions | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. | ||||
Contribution And Exchange Agreement [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Organizational expenses | $ | $ 10,000 | ||||
Description of shares issued after initial revenue target achieved | In addition to the initial revenue target of US$1,000,000 for the quarter ending February 28, 2022, for every US$50 block in marginal profit above market transfer pricing ("Sales Channel EBITDA") for the LLC during each quarter commencing with the three months ended February 28, 2022, and each of the quarterly periods thereafter through February 28, 2024 (up to US$10,000,000 in Sales Channel EBITDA), the Agent will receive $72 in Salona Class "A" Shares (based on the market price of the Salona Common Shares on November 29, 2021). | In addition to the initial revenue target of US$1,000,000 for the quarter ending February 28, 2022, for every US$50 block in marginal profit above market transfer pricing ("Sales Channel EBITDA") for the LLC during each quarter commencing with the three months ended February 28, 2022, and each of the quarterly periods thereafter through February 28, 2024 (up to US$10,000,000 in Sales Channel EBITDA), the Agent will receive $72 in Salona Class "A" Shares (based on the market price of the Salona Common Shares on November 29, 2021). | |||
Contribution And Exchange Agreement [Member] | Class A Common stock [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Description of issued and outstanding common shares | Salona Class "A" Shares from converting Salona Class "A" Shares for Salona Common Shares if it would result in such holder holding more than 9.9% of the Salona Common Shares, into Salona Common Shares on a one-for-one basis. | Salona Class "A" Shares from converting Salona Class "A" Shares for Salona Common Shares if it would result in such holder holding more than 9.9% of the Salona Common Shares, into Salona Common Shares on a one-for-one basis. | |||
Contribution And Exchange Agreement [Member] | Class A Common stock [Member] | Minimum [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of shares issued to agents | 500,000 | 500,000 | |||
Contribution And Exchange Agreement [Member] | Class A Common stock [Member] | Maximum [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of shares issued to agents | 21,000,000 | 21,000,000 |
Significant accounting polici_4
Significant accounting policies (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Concentration Risk [Line Items] | |||
Subsidiary ownership percentage | 100% | 100% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Supplier [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk | 100% | 0% |
Significant accounting polici_5
Significant accounting policies - Schedule of estimated useful lives of property and equipment (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Computer equipment and software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Computer equipment and software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 7 years | 7 years |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | Over the lease period | Over the lease period |
Significant accounting polici_6
Significant accounting policies - Schedule of estimated useful lives of Intangible asset (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Tradename - Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Non-Competes [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Customer Base [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 15 years | 15 years |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 11, 2022 CAD ($) | Feb. 28, 2022 CAD ($) $ / shares | Nov. 28, 2021 shares | Sep. 30, 2021 CAD ($) shares | May 21, 2021 CAD ($) shares | May 31, 2022 CAD ($) | May 31, 2022 CAD ($) shares | May 31, 2021 CAD ($) | Feb. 28, 2022 CAD ($) $ / shares | Feb. 28, 2022 CAD ($) $ / shares | Feb. 28, 2022 CAD ($) $ / shares | Feb. 28, 2021 CAD ($) | Feb. 28, 2022 $ / shares | |
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 5,691,759 | $ 0 | |||||||||||
Revenue | $ 10,114,100 | $ 10,048,548 | $ 590,440 | 18,312,269 | (33,547) | ||||||||
Net earnings | (3,166,214) | (634,598) | (4,372,019) | (2,667,423) | |||||||||
Profit before tax | $ (3,255,653) | (3,225,194) | (634,598) | (4,473,636) | (2,667,423) | ||||||||
Liability for shares issued related to acquisition | $ 12,997,846 | $ 2,704,105 | 2,704,105 | $ 12,997,846 | $ 12,997,846 | 12,997,846 | $ 0 | ||||||
Change in fair value of SDP earn-out consideration | $ (2,451,600) | $ 0 | |||||||||||
South Dakota Partners Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of common stock issued as consideration | shares | 19,162,000 | 19,162,000 | |||||||||||
Value of common stock issued as consideration | $ 12,340,570 | ||||||||||||
Value of the contingent consideration asset | 0 | 1,398,700 | 0 | 0 | 0 | ||||||||
Value of the contingent consideration liability | 142,410 | ||||||||||||
Revenue | 12,515,063 | 14,963,985 | |||||||||||
Net earnings | 392,673 | ||||||||||||
Profit before tax | 152,483 | ||||||||||||
Shares issued related to acquisition of SDP (in shares) | shares | 19,162,000 | ||||||||||||
Stock issued during period, value, acquisitions | $ 14,371,500 | 11,919,900 | |||||||||||
Liability for shares issued related to acquisition | $ 11,919,900 | $ 12,081,780 | $ 11,919,900 | 11,919,900 | $ 11,919,900 | ||||||||
Change in fair value of SDP earn-out consideration | 2,451,600 | ||||||||||||
Reduction in fair value as income | $ 161,880 | ||||||||||||
Discount Rate | 22.35% | 22.35% | 22.35% | 22.35% | |||||||||
Stock Price | (per share) | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.47 | $ 0.39 | ||||||||
Risk Free Rate | 0.04% | 0.04% | 0.04% | 0.04% | |||||||||
Stock Price Volatility | 94% | 94% | 94% | 94% | |||||||||
ALG-Health, LLC [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued to agents | shares | 21,000,000 | ||||||||||||
Simbex, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash consideration | $ 5,691,759 | ||||||||||||
Number of common stock issued as consideration | shares | 6,383,954 | ||||||||||||
Value of common stock issued as consideration | $ 6,769,769 | ||||||||||||
Revenue | $ 4,653,516 | $ 10,647,710 | |||||||||||
Net earnings | 685,601 | ||||||||||||
Profit before tax | 1,220,891 | ||||||||||||
Deductible goodwill for income tax purposes | 137,534 | 417,547 | 417,547 | ||||||||||
Liability for shares issued related to acquisition | $ 1,077,948 | 6,769,769 | $ 1,069,092 | 1,069,092 | $ 1,077,948 | $ 1,077,948 | $ 1,077,948 | ||||||
Reduction in fair value as income | 5,691,821 | $ 8,856 | |||||||||||
Risk Free Rate | 2.25% | 2.25% | 2.25% | 2.25% | 2.25% | 2.25% | |||||||
Stock Price Volatility | 77% | 77% | 77% | 77% | 77% | 77% | |||||||
Provision for impairment | $ 5,520,522 | ||||||||||||
Impairment to goodwill | $ 5,520,522 | ||||||||||||
Mio-Guard, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, acquired ownership percentage | 100% | ||||||||||||
Revenue | $ 1,436,750 | $ 1,371,197 | |||||||||||
Profit before tax | 69,624 | 96,629 | |||||||||||
Liability for shares issued related to acquisition | 1,166,465 | $ 1,635,013 | $ 1,635,013 | ||||||||||
Increase in fair value as income | $ 468,548 |
Acquisitions - Schedule of allo
Acquisitions - Schedule of allocation of purchase price (Details) - CAD ($) | May 31, 2022 | Mar. 11, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | May 21, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 10,554,426 | $ 9,833,039 | $ 0 | |||
South Dakota Partners Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 255 | |||||
Security deposit | 461,066 | |||||
Accounts receivable | 2,763,621 | |||||
Inventories | 4,958,833 | |||||
Prepaid expenses | 21,651 | |||||
Property and equipment | 1,409,421 | |||||
Right-of-use assets | 2,343,947 | |||||
Intangible assets | 2,199,444 | |||||
Goodwill | 9,090,357 | |||||
Accounts payable | (821,244) | |||||
Accrued expenses | (201,733) | |||||
Customer deposits | (221,290) | |||||
Line of credit | (3,732,414) | |||||
Debt | (2,971,350) | |||||
Lease liability | (2,498,095) | |||||
Deferred tax liability | (557,559) | |||||
Other liabilities | (163,130) | |||||
Total adjusted purchase price | $ 12,081,780 | |||||
Simbex, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 632,697 | |||||
Accounts receivable | 1,402,315 | |||||
Work-in-process | 301,180 | |||||
Prepaid expenses | 34,992 | |||||
Property and equipment | 122,916 | |||||
Other receivables | 6,395 | |||||
Intangible assets | 5,175,486 | |||||
Goodwill | 6,263,204 | |||||
Accounts payable | (33,560) | |||||
Accrued expenses | (1,095) | |||||
Unearned revenue | (131,016) | |||||
Deferred tax liability | (1,311,986) | |||||
Total adjusted purchase price | $ 12,461,528 | |||||
Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 3,363 | |||||
Accounts receivable | 531,601 | |||||
Inventories | 498,897 | |||||
Property and equipment | 73,446 | |||||
Goodwill | 721,387 | |||||
Intangible assets and goodwill | 1,732,602 | |||||
Accounts payable | (764,225) | |||||
Due to related parties | (2,307) | |||||
Deferred tax liability | (204,912) | |||||
Total adjusted purchase price | $ 1,868,465 |
Acquisitions - Schedule of good
Acquisitions - Schedule of goodwill and other intangible assets (Details) - CAD ($) | May 31, 2022 | Mar. 11, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | May 21, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 10,554,426 | $ 9,833,039 | $ 0 | |||
South Dakota Partners Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 9,090,357 | |||||
Tradename - Trademarks | 341,929 | |||||
Intellectual Property | 320,823 | |||||
Customer Base | 1,266,405 | |||||
Non-Competes | 270,287 | |||||
Total identifiable intangible assets including goodwill | $ 11,289,801 | |||||
Simbex, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 6,263,204 | |||||
Tradename - Trademarks | 933,865 | |||||
Customer Base | 3,648,148 | |||||
Non-Competes | 593,473 | |||||
Total identifiable intangible assets including goodwill | $ 11,438,690 | |||||
Mio Guard [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 721,387 | |||||
Tradename - Trademarks | 220,056 | |||||
Customer Relationships | 532,968 | |||||
Non-Competes | 49,609 | |||||
Other intangible assets | 208,582 | |||||
Total identifiable intangible assets including goodwill | $ 1,732,602 |
Acquisitions - Schedule of valu
Acquisitions - Schedule of value of total consideration (Details) - CAD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 11, 2022 | Sep. 30, 2021 | May 21, 2021 | May 31, 2022 | |
South Dakota Partners Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock (Parent Special Stock) | $ 12,340,570 | |||
Value of the contingent consideration liability | 1,139,910 | |||
Earn-out /Contingent Consideration (Revenue) | (21,924) | |||
Earn-out /Contingent Consideration (Net Assets) | $ (1,376,776) | |||
Number of common stock issued as consideration | 19,162,000 | 19,162,000 | ||
Total Consideration | $ 12,081,780 | |||
Simbex, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 4,428,900 | |||
Working Capital Adjustment | 1,262,859 | |||
Value of Escrowed Stock | 126,540 | |||
Stock (Parent Special Stock) | 6,769,769 | |||
Earn-out /Contingent Consideration (Net Assets) | $ 6,643,229 | |||
Number of common stock issued as consideration | 6,383,954 | |||
Total Consideration | $ 12,461,528 | |||
Mio Guard [Member] | ||||
Business Acquisition [Line Items] | ||||
At closing (1,300,000 Class B units) | $ 702,000 | |||
Quarterly Earnout payments (Maximum of 2,700,000 Class B Units) | 1,166,465 | |||
Total Consideration | $ 1,868,465 | |||
Common Class B [Member] | Mio Guard [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of common stock issued as consideration | 1,300,000 | |||
Quarterly Earnout payments, maximum units issued | 2,700,000 |
Accounts receivable (Narrative)
Accounts receivable (Narrative) (Details) - Customer | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
South Dakota Development Corporation [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Number of customer | 191 | 1,138 | |
Number of customer | 1,138 | ||
Percentage of revenue | 54% | ||
South Dakota Development Corporation [Member] | Two customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 78% | 0% | |
Percentage of account receivable | 84% | 0% | |
South Dakota Development Corporation [Member] | Three customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 85% | ||
Percentage of account receivable | 95% | 84% | |
Simbex, LLC [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Number of customer | 28 | 28 | |
Number of customer | 28 | ||
Percentage of revenue | 30% | ||
Simbex, LLC [Member] | Two customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 73% | ||
Simbex, LLC [Member] | Three customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of revenue | 52% | 0% | |
Percentage of account receivable | 97% | ||
Simbex, LLC [Member] | Four customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of account receivable | 74% | 0% | |
Mio-Guard, LLC [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Number of customer | 212 | ||
Percentage of account receivable | 14% | ||
Mio-Guard, LLC [Member] | Three customers [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of account receivable | 46% | 0% | |
ALG-Health, LLC [Member] | One Supplier [Member] | |||
Schedule Of Accounts Receivable [Line Items] | |||
Percentage of accounts payable | 100% | 100% |
Accounts receivable - Schedule
Accounts receivable - Schedule of accounts receivable (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 7,250,256 | $ 6,416,055 | $ 0 |
Allowance for doubtful accounts | (72,003) | (54,150) | 0 |
Other receivable | 49,015 | 233,763 | 0 |
Total accounts receivable | $ 7,227,268 | $ 6,595,668 | $ 0 |
Disaggregation of Revenues (Nar
Disaggregation of Revenues (Narrative) (Details) - CAD ($) | 3 Months Ended | |
May 31, 2022 | May 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Revenue earned at point in time | $ 6,995,343 | $ 572,680 |
Revenue earned over a period of time | $ 3,015,009 | $ 0 |
Disaggregation of Revenues - Sc
Disaggregation of Revenues - Schedule of disaggregation of revenues (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 11, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Disaggregation of Revenue [Abstract] | |||||
Sales | $ 10,010,352 | $ 572,680 | $ 18,020,924 | $ 0 | |
Loan interest | 0 | 42,838 | |||
Fees and other | 38,144 | 0 | 96,414 | 49,910 | |
Interest, fees, and other recovered | 157,511 | 43,365 | |||
Total operating revenues | 10,048,496 | 572,680 | 18,274,849 | 136,113 | |
Investment income | 52 | 5,715 | 20,432 | 14,618 | |
Gain on sale of marketable securities | 10,107 | 0 | |||
Change in fair value of marketable securities | 0 | 12,045 | 6,881 | (812) | |
Impairment of other investments | 0 | (183,466) | |||
Total revenue | $ 10,114,100 | $ 10,048,548 | $ 590,440 | $ 18,312,269 | $ (33,547) |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 5,106,207 | $ 4,640,896 | |
Work in progress | 403,966 | 259,235 | |
Finished goods | 87,815 | 69,308 | |
Trading goods | 623,712 | 0 | |
Total | $ 6,221,700 | $ 4,969,439 | $ 0 |
Property and equipment - Schedu
Property and equipment - Schedule of property and equipment (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Cost | |||||
Beginning balance | $ 1,663,095 | $ 1,532,337 | |||
Additions | 39,212 | 55,259 | |||
Disposal | 0 | 0 | |||
Translation | (8,651) | 75,499 | |||
Ending balance | 1,767,102 | 1,663,095 | $ 1,663,095 | ||
Accumulated amortization | |||||
Beginning balance | 202,920 | 0 | |||
Additions | 70,945 | $ 4,860 | 200,622 | 200,622 | $ 0 |
Disposal | 0 | 0 | |||
Translation | (2,776) | 2,298 | |||
Ending balance | 271,089 | 202,920 | 202,920 | ||
Net Book Value, beginning | 1,460,175 | $ 0 | 1,532,337 | 0 | |
Net Book Value, ending | 1,496,013 | 1,460,175 | 1,460,175 | $ 0 | |
Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 73,446 | ||||
Ending balance | 73,446 | 73,446 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Total [Member] | |||||
Cost | |||||
Beginning balance | 1,736,541 | ||||
Ending balance | 1,736,541 | 1,736,541 | |||
Accumulated amortization | |||||
Beginning balance | 202,920 | ||||
Ending balance | 202,920 | 202,920 | |||
Machinery and Equipment [Member] | |||||
Cost | |||||
Beginning balance | 1,444,616 | 1,319,687 | |||
Additions | 25,334 | 55,259 | |||
Disposal | 0 | 0 | |||
Translation | (5,688) | 69,670 | |||
Ending balance | 1,464,262 | 1,444,616 | 1,444,616 | ||
Accumulated amortization | |||||
Beginning balance | 178,244 | 0 | |||
Additions | 59,683 | 176,226 | |||
Disposal | 0 | 0 | |||
Translation | (1,004) | 2,018 | |||
Ending balance | 236,923 | 178,244 | 178,244 | ||
Machinery and Equipment [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Machinery and Equipment [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 1,444,616 | ||||
Ending balance | 1,444,616 | 1,444,616 | |||
Accumulated amortization | |||||
Beginning balance | 178,244 | ||||
Ending balance | 178,244 | 178,244 | |||
Computer equipment and software [Member] | |||||
Cost | |||||
Beginning balance | 73,728 | 70,029 | |||
Additions | 13,878 | 0 | |||
Disposal | 0 | 0 | |||
Translation | (2,237) | 3,699 | |||
Ending balance | 131,217 | 73,728 | 73,728 | ||
Accumulated amortization | |||||
Beginning balance | 15,269 | 0 | |||
Additions | 6,583 | 15,096 | |||
Disposal | 0 | 0 | |||
Translation | (1,710) | 173 | |||
Ending balance | 20,142 | 15,269 | 15,269 | ||
Computer equipment and software [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 45,848 | ||||
Ending balance | 45,848 | 45,848 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Computer equipment and software [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 119,576 | ||||
Ending balance | 119,576 | 119,576 | |||
Accumulated amortization | |||||
Beginning balance | 15,269 | ||||
Ending balance | 15,269 | 15,269 | |||
Furniture and Fixtures [Member] | |||||
Cost | |||||
Beginning balance | 10,235 | 9,721 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | |||
Translation | (197) | 514 | |||
Ending balance | 37,636 | 10,235 | 10,235 | ||
Accumulated amortization | |||||
Beginning balance | 1,292 | 0 | |||
Additions | 420 | 1,277 | |||
Disposal | 0 | 0 | |||
Translation | (8) | 15 | |||
Ending balance | 1,704 | 1,292 | 1,292 | ||
Furniture and Fixtures [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 27,598 | ||||
Ending balance | 27,598 | 27,598 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Furniture and Fixtures [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 37,833 | ||||
Ending balance | 37,833 | 37,833 | |||
Accumulated amortization | |||||
Beginning balance | 1,292 | ||||
Ending balance | 1,292 | 1,292 | |||
Leasehold Improvements [Member] | |||||
Cost | |||||
Beginning balance | 134,516 | 132,900 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | |||
Translation | (529) | 1,616 | |||
Ending balance | 133,987 | 134,516 | 134,516 | ||
Accumulated amortization | |||||
Beginning balance | 8,115 | 0 | |||
Additions | 4,259 | 8,023 | |||
Disposal | 0 | 0 | |||
Translation | (54) | 92 | |||
Ending balance | 12,320 | 8,115 | 8,115 | ||
Leasehold Improvements [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Leasehold Improvements [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 134,516 | ||||
Ending balance | 134,516 | 134,516 | |||
Accumulated amortization | |||||
Beginning balance | $ 8,115 | ||||
Ending balance | $ 8,115 | $ 8,115 |
Intangible assets - Schedule of
Intangible assets - Schedule of intangible assets (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Cost | |||||
Beginning balance | $ 7,374,930 | $ 7,374,930 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | $ 0 | ||
Ending balance | 8,386,144 | 7,374,930 | 7,374,930 | ||
Accumulated amortization | |||||
Beginning balance | 448,348 | 0 | |||
Additions | 233,335 | $ 8,179 | 448,348 | 448,348 | $ 0 |
Disposal | 0 | 0 | |||
Ending balance | 681,683 | 448,348 | 448,348 | ||
Net book Value, beginning | 6,926,582 | 7,374,930 | |||
Net Book Value, ending | 7,704,461 | 6,926,582 | 6,926,582 | ||
Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 1,011,214 | ||||
Ending balance | 1,011,214 | 1,011,214 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Total [Member] | |||||
Cost | |||||
Beginning balance | 8,386,144 | ||||
Ending balance | 8,386,144 | 8,386,144 | |||
Accumulated amortization | |||||
Beginning balance | 448,348 | ||||
Ending balance | 448,348 | 448,348 | |||
Tradename - Trademarks [Member] | |||||
Cost | |||||
Beginning balance | 1,275,794 | 1,275,794 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | |||
Ending balance | 1,495,850 | 1,275,794 | 1,275,794 | ||
Accumulated amortization | |||||
Beginning balance | 133,260 | 0 | |||
Additions | 76,058 | 133,260 | |||
Disposal | 0 | 0 | |||
Ending balance | 209,318 | 133,260 | 133,260 | ||
Tradename - Trademarks [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 220,056 | ||||
Ending balance | 220,056 | 220,056 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Tradename - Trademarks [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 1,495,850 | ||||
Ending balance | 1,495,850 | 1,495,850 | |||
Accumulated amortization | |||||
Beginning balance | 133,260 | ||||
Ending balance | 133,260 | 133,260 | |||
Intellectual Property [Member] | |||||
Cost | |||||
Beginning balance | 320,823 | 320,823 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | |||
Ending balance | 320,823 | 320,823 | 320,823 | ||
Accumulated amortization | |||||
Beginning balance | 51,968 | 0 | |||
Additions | 17,234 | 51,968 | |||
Disposal | 0 | 0 | |||
Ending balance | 69,202 | 51,968 | 51,968 | ||
Intellectual Property [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Intellectual Property [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 320,823 | ||||
Ending balance | 320,823 | 320,823 | |||
Accumulated amortization | |||||
Beginning balance | 51,968 | ||||
Ending balance | 51,968 | 51,968 | |||
Customer Base [Member] | |||||
Cost | |||||
Beginning balance | 4,914,553 | 4,914,553 | |||
Additions | 0 | 0 | |||
Disposal | 0 | 0 | |||
Ending balance | 5,447,521 | 4,914,553 | 4,914,553 | ||
Accumulated amortization | |||||
Beginning balance | 169,783 | 0 | |||
Additions | 92,911 | 169,783 | |||
Disposal | 0 | 0 | |||
Ending balance | 262,694 | 169,783 | 169,783 | ||
Customer Base [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 532,968 | ||||
Ending balance | 532,968 | 532,968 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Customer Base [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 5,447,521 | ||||
Ending balance | 5,447,521 | 5,447,521 | |||
Accumulated amortization | |||||
Beginning balance | 169,783 | ||||
Ending balance | 169,783 | 169,783 | |||
Non-Competes [Member] | |||||
Cost | |||||
Beginning balance | 863,760 | 863,760 | |||
Additions | 0 | 0 | 0 | ||
Disposal | 0 | 0 | |||
Ending balance | 913,368 | 863,760 | 863,760 | ||
Accumulated amortization | |||||
Beginning balance | 93,337 | 0 | |||
Additions | 47,132 | 93,337 | |||
Disposal | 0 | 0 | |||
Ending balance | 140,469 | 93,337 | 93,337 | ||
Non-Competes [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 49,608 | ||||
Ending balance | 49,608 | 49,608 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Non-Competes [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 913,368 | ||||
Ending balance | 913,368 | 913,368 | |||
Accumulated amortization | |||||
Beginning balance | 93,337 | ||||
Ending balance | 93,337 | 93,337 | |||
Other Intangible Assets [Member] | |||||
Cost | |||||
Beginning balance | 0 | ||||
Additions | 0 | ||||
Ending balance | 208,582 | 0 | 0 | ||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | 0 | ||
Other Intangible Assets [Member] | Acquired - March 11, 2022 [Member] | |||||
Cost | |||||
Beginning balance | 208,582 | ||||
Ending balance | 208,582 | 208,582 | |||
Accumulated amortization | |||||
Beginning balance | 0 | ||||
Ending balance | 0 | 0 | |||
Other Intangible Assets [Member] | Total [Member] | |||||
Cost | |||||
Beginning balance | 208,582 | ||||
Ending balance | 208,582 | 208,582 | |||
Accumulated amortization | |||||
Beginning balance | $ 0 | ||||
Ending balance | $ 0 | $ 0 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities - (Narrative) (Details) | 3 Months Ended | 12 Months Ended |
May 31, 2022 CAD ($) Supplier | Feb. 28, 2022 CAD ($) | |
Payables And Accruals [Line Items] | ||
Unearned Customer Deposits And Revenues | $ | $ 1,287,163 | $ 426,609 |
One Supplier [Member] | ALG-Health, LLC [Member] | ||
Payables And Accruals [Line Items] | ||
Number of supplier | Supplier | 1 | |
Percentage Of Accounts Payable | 100% | 100% |
Accounts payable and accrued _4
Accounts payable and accrued liabilities - Schedule of accounts payable and accrued liabilities (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 3,635,115 | $ 2,862,694 | $ 479,767 |
Accrued liabilities | 400,650 | 816,702 | 568,017 |
Other liabilities | 1,447,215 | 562,262 | 15,000 |
Total | $ 5,482,980 | $ 4,241,658 | $ 1,062,784 |
Line of credit and debt (Narrat
Line of credit and debt (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 01, 2021 USD ($) | Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | Jun. 09, 2021 CAD ($) | Jun. 09, 2021 USD ($) | Feb. 02, 2021 USD ($) | May 08, 2020 CAD ($) | May 08, 2020 USD ($) | May 31, 2022 CAD ($) | Feb. 28, 2022 CAD ($) | Feb. 28, 2022 CAD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2021 CAD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jun. 09, 2021 USD ($) | May 21, 2021 CAD ($) | Feb. 02, 2021 CAD ($) | Feb. 02, 2021 USD ($) | May 08, 2020 USD ($) | Feb. 01, 2019 CAD ($) | Mar. 06, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | $ 5,237,735 | $ 5,497,249 | $ 5,497,249 | $ 0 | ||||||||||||||||||
Proceeds from refinancing of line of credit | 0 | 939,696 | 1,549,929 | 0 | ||||||||||||||||||
Total debt | 810,423 | 856,119 | 856,119 | $ 2,971,350 | ||||||||||||||||||
Current portion of debt | 176,292 | 174,361 | 174,361 | |||||||||||||||||||
Long-term portion of debt | 634,131 | 681,758 | 681,758 | |||||||||||||||||||
Forgiveness of long-term debt, net | (918,361) | 0 | ||||||||||||||||||||
Inventories, net | 6,221,700 | 4,969,439 | 4,969,439 | $ 0 | ||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing amount | $ 3,500,000 | $ 5,400,000 | $ 5,400,000 | |||||||||||||||||||
Line of credit facility, interest rate | 4.50% | |||||||||||||||||||||
Outstanding balance | $ 5,237,735 | 5,497,249 | 5,497,249 | 4,141,157 | 4,329,224 | |||||||||||||||||
Proceeds from refinancing of line of credit | $ 1,549,929 | $ 1,234,610 | ||||||||||||||||||||
Line of Credit Facility, Covenant Terms | The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to May 31, 2022, the Company was in compliance with the financial covenant. | The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to February 28, 2022, the Company was in compliance with the financial covenant. | The balance of the line of credit may not exceed the lesser of US $5,400,000 or the sum of 90% of accounts receivable, 50% of raw materials, 60% of finished inventory (up to US $2,500,000) and an amortizing borrowing base of $400,000 (which shall be reduced $16,667 each month), which must be met on a monthly basis. Additionally, the Company cannot make any loans, advances, or intercompany transfers of cash flow at any time. Since the execution of the debt line on June 9, 2021, to February 28, 2022, the Company was in compliance with the financial covenant. | |||||||||||||||||||
Balance of line of credit | $ 5,400,000 | 5,400,000 | $ 5,400,000 | |||||||||||||||||||
Amortizing borrowing | 400,000 | 400,000 | ||||||||||||||||||||
Amortizing borrowing reduced per month | $ 16,667 | $ 16,667 | ||||||||||||||||||||
Line of credit facility, interest rate description | Borrowings' bear interest at 4% or prime +0.75%, whichever is greater | Borrowings' bear interest at 4% or prime +0.75%, whichever is greater | Borrowings' bear interest at 4% or prime +0.75%, whichever is greater | |||||||||||||||||||
South Dakota Development Corporation [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, maximum borrowing amount | 800,000 | |||||||||||||||||||||
Line of credit facility, interest rate | 2% | 2% | ||||||||||||||||||||
Proceeds from refinancing of line of credit | 0 | |||||||||||||||||||||
Total debt | 0 | $ 0 | 509,543 | |||||||||||||||||||
Long-term portion of debt | 0 | 0 | ||||||||||||||||||||
Borrowing amount | 1,239,091 | 1,239,091 | ||||||||||||||||||||
State of South Dakota Governor's Office of Economic Development [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from refinancing of line of credit | 0 | |||||||||||||||||||||
Total debt | 0 | 0 | 28,480 | |||||||||||||||||||
Long-term portion of debt | 0 | 0 | ||||||||||||||||||||
Borrowing amount | $ 200,000 | |||||||||||||||||||||
Interest rate, stated percentage | 3% | |||||||||||||||||||||
Outstanding balance | 0 | 0 | ||||||||||||||||||||
SDP [Member] | Line of Credit [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Accounts receivable | $ 4,273,655 | 3,378,918 | ||||||||||||||||||||
Inventories, net | 5,597,989 | 4,425,987 | ||||||||||||||||||||
Other Notes payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Total debt | 0 | 0 | 1,549,289 | |||||||||||||||||||
Long-term portion of debt | 0 | 0 | ||||||||||||||||||||
Other Notes Payable - Financial Institution [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Borrowing amount | $ 1,500,120 | |||||||||||||||||||||
Interest rate, stated percentage | 5.25% | |||||||||||||||||||||
Outstanding balance | 0 | 0 | ||||||||||||||||||||
Additional Notes Payable [Member] | Maturity date October 2023 [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 9% | |||||||||||||||||||||
Additional Notes Payable [Member] | Maturity date November 2024 [member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate, stated percentage | 5.25% | |||||||||||||||||||||
Paycheck Protection Program (“PPP”) Loan [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from refinancing of line of credit | 0 | |||||||||||||||||||||
Total debt | 0 | 0 | $ 884,038 | |||||||||||||||||||
Current portion of debt | 0 | 0 | ||||||||||||||||||||
Long-term portion of debt | 0 | 0 | ||||||||||||||||||||
Borrowing amount | $ 202,650 | $ 944,542 | $ 736,887 | $ 150,000 | ||||||||||||||||||
Interest rate, stated percentage | 2.75% | 1% | 1% | 2.75% | ||||||||||||||||||
Periodic payment | $ 13,740 | $ 809 | $ 641 | |||||||||||||||||||
Term Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of credit facility, interest rate | 6% | 6% | 6% | |||||||||||||||||||
Borrowing amount | $ 936,696 | $ 936,696 | $ 750,000 | |||||||||||||||||||
Interest rate, stated percentage | 2.75% | 2.75% | 2.75% | |||||||||||||||||||
Periodic payment | $ 18,433 | $ 14,500 | $ 18,294 | $ 14,500 | ||||||||||||||||||
Outstanding balance | 810,423 | $ 856,119 | $ 856,119 | $ 640,752 | $ 677,500 | |||||||||||||||||
Term Note [Member] | South Dakota Development Corporation [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Borrowing amount | $ 1,197,758 |
Line of credit and debt - Sched
Line of credit and debt - Schedule of debt (Details) - CAD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | $ 856,119 | $ 2,971,350 | ||
Additions | 0 | 939,696 | $ 1,549,929 | $ 0 |
Forgiveness of loan | 0 | (918,316) | ||
Principal repayments | (42,541) | (2,263,306) | ||
Translation | (3,155) | 126,740 | ||
Balance, May 31, 2022 | 810,423 | 856,119 | 856,119 | |
Less: current portion | (176,292) | (174,361) | (174,361) | |
Long-term portion | 634,131 | 681,758 | 681,758 | |
South Dakota Development Corporation [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | 0 | 509,543 | ||
Additions | 0 | |||
Forgiveness of loan | 0 | |||
Principal repayments | (529,326) | |||
Translation | 19,783 | |||
Balance, May 31, 2022 | 0 | 0 | ||
Long-term portion | 0 | 0 | ||
State of South Dakota Governor's Office of Economic Development [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | 0 | 28,480 | ||
Additions | 0 | |||
Forgiveness of loan | 0 | |||
Principal repayments | (29,586) | |||
Translation | 1,106 | |||
Balance, May 31, 2022 | 0 | 0 | ||
Long-term portion | 0 | 0 | ||
Other Notes payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | 0 | 1,549,289 | ||
Principal repayments | (1,609,441) | |||
Translation | 60,152 | |||
Balance, May 31, 2022 | 0 | 0 | ||
Long-term portion | 0 | 0 | ||
Covid-Related Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | 0 | 884,038 | ||
Additions | 0 | |||
Forgiveness of loan | (918,361) | |||
Principal repayments | 0 | |||
Translation | 34,323 | |||
Balance, May 31, 2022 | 0 | 0 | ||
Less: current portion | 0 | 0 | ||
Long-term portion | 0 | 0 | ||
Crestmark term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Balance, February 28, 2022 | 856,119 | 0 | ||
Additions | 0 | 939,696 | ||
Forgiveness of loan | 0 | 0 | ||
Principal repayments | (42,541) | (94,953) | ||
Translation | (3,155) | 11,376 | ||
Balance, May 31, 2022 | 810,423 | 856,119 | 856,119 | |
Less: current portion | (176,292) | (174,361) | (174,361) | |
Long-term portion | $ 634,131 | $ 681,758 | $ 681,758 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 1 Months Ended | |||||||||||||||||||||
Apr. 01, 2022 CAD ($) | Apr. 01, 2022 USD ($) | Mar. 11, 2022 CAD ($) | Mar. 11, 2022 USD ($) | Jan. 01, 2022 CAD ($) | Jan. 01, 2022 USD ($) | Sep. 13, 2021 CAD ($) | Sep. 13, 2021 USD ($) | Oct. 31, 2021 CAD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 CAD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | Oct. 31, 2018 CAD ($) | Oct. 31, 2018 USD ($) | May 31, 2022 CAD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 CAD ($) | Oct. 31, 2021 USD ($) | Feb. 28, 2021 CAD ($) | Oct. 31, 2018 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||
Line of credit | $ 5,237,735 | $ 5,497,249 | $ 0 | |||||||||||||||||||
Weighted average remaining lease term | 12 years 2 months 23 days | 12 years 2 months 23 days | 13 years 3 months 18 days | |||||||||||||||||||
Weighted average discount rate | 5.42% | 5.42% | 5.46% | |||||||||||||||||||
Lease Agreements [Member] | SDP [Member] | ||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||
Sale of facility in Clear Lake, South Dakota | $ 2,760,377 | $ 2,182,461 | $ 2,634,667 | $ 2,182,461 | ||||||||||||||||||
Amount of base annual rental | $ 242,767 | $ 230,533 | $ 190,965 | |||||||||||||||||||
Renewal term of four extension options | 5 years | 5 years | 5 years | |||||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | ||||||||||||||||||||
Letter of credit | $ 484,975 | $ 484,975 | $ 483,065 | $ 381,930 | $ 381,930 | |||||||||||||||||
Lease Agreements [Member] | Simbex, LLC [Member] | ||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||
Amount of base annual rental | $ 201,155 | $ 157,440 | $ 200,148 | $ 157,440 | ||||||||||||||||||
Renewal term of four extension options | 5 years | 5 years | 5 years | |||||||||||||||||||
Lease base rental amount description | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | The base rental amount increases annually on the first day of the lease year at the lesser of 2% or 1.25 times the change in the price index, as defined | ||||||||||||||||||||
Letter of credit | $ 119,350 | $ 119,350 | $ 118,753 | $ 93,413 | $ 93,413 | |||||||||||||||||
Lease Agreements [Member] | Inspira Financial [Member] | ||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||
Amount of base annual rental | $ 25,110 | $ 19,752 | $ 24,748 | $ 19,752 | ||||||||||||||||||
Renewal term of four extension options | 6 months | 6 months | 6 months | 6 months | ||||||||||||||||||
Lease Agreements [Member] | Mio-Guard, LLC [Member] | ||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||||
Amount of base annual rental | $ 107,321 | $ 85,656 | $ 108,892 | $ 85,656 | ||||||||||||||||||
Renewal term of four extension options | 5 years | 5 years | 5 years | 5 years |
Leases - Schedule of right-of-u
Leases - Schedule of right-of-use assets and lease liabilities (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Leases [Abstract] | ||||
Acquired | $ 476,956 | $ 3,955,533 | ||
Amortization | (108,375) | $ (3,617) | (192,796) | $ 0 |
Impact of modification | 51,177 | |||
Translation | 17,937 | 127,926 | ||
Balance, November 30, 2021 | 4,292,484 | 3,941,840 | 0 | |
Lease liability, Acquired | 471,926 | 4,109,681 | ||
Interest lease expense | 61,575 | 202,844 | ||
Lease payments | (132,402) | $ 0 | (269,954) | 0 |
Translation | 18,777 | 137,117 | ||
Lease liability endding balance | 4,562,010 | 4,179,688 | ||
Acquired current | 267,131 | |||
Lease liability, current | 338,226 | 245,257 | 0 | |
Acquired noncurrent | 3,842,550 | |||
Lease liability, Long-term | $ 4,223,784 | $ 3,934,431 | $ 0 |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments payable (Details) - CAD ($) | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Leases [Abstract] | |||
Twelve months ending February 28, 2023 | $ 570,263 | $ 469,876 | |
Twelve months ending February 29, 2024 | 586,674 | 484,925 | |
Twelve months ending February 28, 2025 | 602,637 | 500,539 | |
Twelve months ending February 28, 2026 | 619,486 | 510,549 | |
Twelve months ending February 28, 2027 | 589,308 | 522,185 | |
2028 and thereafter | 3,484,518 | 3,660,696 | |
Total future minimum lease payments | 6,452,886 | 6,148,770 | |
Less: Interest on lease liabilities | (1,890,876) | (1,969,082) | |
Total present value of minimum lease payments | 4,562,010 | 4,179,688 | |
Less: current portion | 338,226 | 245,257 | $ 0 |
Non-current portion | $ 4,223,784 | $ 3,934,431 | $ 0 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
May 04, 2022 CAD ($) $ / shares shares | Apr. 13, 2022 $ / shares shares | Mar. 09, 2022 $ / shares shares | Dec. 06, 2021 $ / shares shares | Nov. 11, 2021 $ / shares shares | Jul. 07, 2021 $ / shares shares | Jun. 08, 2021 $ / shares shares | Sep. 06, 2020 CAD ($) shares | May 25, 2022 CAD ($) $ / shares shares | Apr. 26, 2022 $ / shares shares | Feb. 15, 2022 CAD ($) $ / shares shares | Jan. 19, 2022 $ / shares shares | Aug. 20, 2021 CAD ($) $ / shares shares | May 21, 2021 CAD ($) $ / shares shares | May 20, 2021 CAD ($) $ / shares shares | Oct. 22, 2020 CAD ($) $ / shares shares | Aug. 18, 2020 $ / shares shares | May 29, 2020 $ / shares shares | May 31, 2022 CAD ($) $ / shares shares | May 31, 2021 CAD ($) $ / shares shares | Feb. 28, 2022 CAD ($) $ / shares shares | Feb. 28, 2021 CAD ($) $ / shares shares | Sep. 06, 2020 USD ($) | Feb. 29, 2020 shares | |
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common stock, value | $ | $ 38,391,371 | $ 38,046,097 | $ 31,065,513 | |||||||||||||||||||||
Number of common shares issued in satisfaction of indebtedness owed to service provider | 737,000 | 737,000 | ||||||||||||||||||||||
Indebtedness owed to service provider | $ 114,498 | $ 88,000 | ||||||||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ | $ 94,999 | 0 | $ 94,999 | 94,999 | 0 | |||||||||||||||||||
Gain on settlement of debt | $ | $ 15,538 | $ 0 | 15,538 | $ 15,538 | $ 0 | |||||||||||||||||||
Number of stock options exercised | 112,617 | 1,492,425 | 28,154 | 28,154 | 1,605,042 | 28,154 | ||||||||||||||||||
Proceeds from stock option excercised | $ | $ 21,392 | $ 355,500 | $ 5,348 | $ 5,329 | 176,000 | $ 376,892 | $ 5,348 | |||||||||||||||||
Shares issued on financing, net (in shares) | 7,749,000 | 9,990,237 | ||||||||||||||||||||||
Number of securities called by warrants | 199,804 | 7,749,000 | 2,121,232 | |||||||||||||||||||||
Stock issued during period | 199,804 | 7,749,000 | 2,121,232 | |||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 4,261,950 | $ 5,550,258 | $ 4,261,950 | $ 0 | ||||||||||||||||||||
Fair value of stock options exercised | $ | $ 4,323 | |||||||||||||||||||||||
Number of warrants issued | 11,731,373 | 0 | ||||||||||||||||||||||
Fair value of warrants | $ | $ 3,591,369 | $ 13,685 | $ 254,829 | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.7 | $ 0.46 | $ 0.01 | $ 0.47 | ||||||||||||||||||||
Share-based compensation | $ | $ 489,089 | $ 19,087 | $ 1,196,361 | $ 237,714 | ||||||||||||||||||||
Number of share options granted | 826,700 | 4,434,440 | 1,639,825 | |||||||||||||||||||||
Exercisable period of stock option | 10 years | 5 years | ||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.86 | $ 0.19 | $ 0.19 | $ 0.19 | $ 0.27 | $ 0.12 | $ 0.75 | $ 0.23 | ||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.12 | $ 0.12 | ||||||||||||||||||||||
Expected volatility | 183% | 192% | 80% | 115% | 115% | 192% | ||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||
Risk-free interest rate | 1% | 1.70% | 0.33% | 0.40% | 0.40% | 1.70% | ||||||||||||||||||
Stock price | $ / shares | $ 0.87 | $ 0.52 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.52 | ||||||||||||||||||
Expected life | 2 years | 3 years | 2 years | 3 years | 3 years | |||||||||||||||||||
Number of warrants issued as part of finance deal | 10,070,036 | 10,070,036 | ||||||||||||||||||||||
Number of broker warrants issued as part of finance deal | 1,662,337 | 1,662,337 | ||||||||||||||||||||||
Class A Shares exchanged for common shares | $ | $ 143,000 | |||||||||||||||||||||||
Shares to be issued related to acquisition of SDP | $ | 14,371,500 | |||||||||||||||||||||||
0.19 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of stock options exercised | 608,025 | |||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.19 | |||||||||||||||||||||||
0.27 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of stock options exercised | 884,400 | |||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.27 | |||||||||||||||||||||||
0.48 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Shares issued on financing, net (in shares) | 7,869,005 | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.48 | |||||||||||||||||||||||
0.85 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Shares issued on financing, net (in shares) | 2,121,232 | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.85 | |||||||||||||||||||||||
0.55 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Shares issued on financing, net (in shares) | 7,749,000 | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.55 | |||||||||||||||||||||||
0.70 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.7 | $ 0.55 | ||||||||||||||||||||||
1.25 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.25 | |||||||||||||||||||||||
Class A Common stock [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common stock, value | $ | 480,479 | $ 480,479 | $ 0 | |||||||||||||||||||||
Class A Shares To Be Issued [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common stock, value | $ | $ 14,264,250 | $ 0 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common shares outstanding | 53,165,133 | 44,677,545 | 52,539,162 | 33,813,308 | 33,785,154 | |||||||||||||||||||
Value of common shares outstanding | $ | $ 38,391,371 | $ 38,046,097 | $ 31,065,513 | |||||||||||||||||||||
Number of common shares issued in satisfaction of indebtedness owed to service provider | 737,000 | 737,000 | ||||||||||||||||||||||
Value of common shares issued in satisfaction of indebtedness owed to service provider | $ | $ 94,999 | $ 94,999 | ||||||||||||||||||||||
Number of stock options exercised | 28,154 | 28,154 | 1,492,425 | 1,605,042 | 28,154 | |||||||||||||||||||
Proceeds from stock option excercised | $ | $ 5,329 | |||||||||||||||||||||||
Shares issued on financing, net (in shares) | 9,990,237 | 17,739,237 | ||||||||||||||||||||||
Shares exchanged to Class A Shares | $ | $ (480,479) | $ (480,479) | ||||||||||||||||||||||
Number of common shares exchanged | 1,355,425 | |||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.19 | |||||||||||||||||||||||
Class A Shares exchanged for common shares (in shares) | 143,000 | |||||||||||||||||||||||
Class A Shares exchanged for common shares | $ | $ 107,250 | |||||||||||||||||||||||
Common Stock [Member] | Class A Common stock [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common shares outstanding | 1,355,425 | 1,355,425 | 1,355,425 | 1,355,425 | 0 | |||||||||||||||||||
Common stock, value | $ | $ 480,479 | $ 480,479 | $ 480,479 | $ 0 | ||||||||||||||||||||
Shares exchanged to Class A Shares | $ | $ 480,479 | 480,479 | ||||||||||||||||||||||
Number of common shares exchanged | 1,355,425 | |||||||||||||||||||||||
Class A Shares exchanged for common shares (in shares) | (143,000) | |||||||||||||||||||||||
Class A Shares exchanged for common shares | $ | $ (107,250) | |||||||||||||||||||||||
Shares issued related to acquisition of SDP (in shares) | 143,000 | |||||||||||||||||||||||
Common Stock [Member] | Class A Shares To Be Issued [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Common shares outstanding | 19,019,000 | |||||||||||||||||||||||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | |||||||||||||||||||||||
Shares to be issued related to acquisition of SDP | $ | $ 14,371,500 | |||||||||||||||||||||||
Shares issued related to acquisition of SDP (in shares) | (143,000) | |||||||||||||||||||||||
Broker warrant [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Stock issued during period | 454,817 | |||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 215,953 | |||||||||||||||||||||||
Share issuance costs | $ | $ 256,993 | 665,113 | ||||||||||||||||||||||
Cash | $ | $ 249,768 | $ 410,284 | ||||||||||||||||||||||
Number of warrants issued | 454,817 | 28,154 | 1,119,906 | 542,431 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.79 | $ 0.79 | ||||||||||||||||||||||
Expected volatility | 80% | |||||||||||||||||||||||
Expected dividend yield | 0% | |||||||||||||||||||||||
Risk-free interest rate | 0.33% | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.16 | |||||||||||||||||||||||
Expected life | 2 years | |||||||||||||||||||||||
Number of warrants issued as part of finance deal | 0 | 10,070,036 | ||||||||||||||||||||||
Number of broker warrants issued as part of finance deal | 0 | 1,662,337 | ||||||||||||||||||||||
Warrants at an exercise price | $ / shares | $ 0.4749 | $ 0.8 | $ 0.79 | $ 0 | ||||||||||||||||||||
Broker warrant [Member] | 0.48 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of securities called by warrants | 876,231 | |||||||||||||||||||||||
Fair value of warrants | $ | $ 23,118 | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.03 | |||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.47 | |||||||||||||||||||||||
Broker warrant [Member] | 0.85 [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of securities called by warrants | 243,675 | |||||||||||||||||||||||
Fair value of warrants | $ | $ 2,918 | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.01 | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.85 | |||||||||||||||||||||||
Stock Option Plan [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of common shares issuable | 47,175,923 | |||||||||||||||||||||||
Percentage of common shares issued and outstanding immediately following completion of qualifying transaction | 20% | |||||||||||||||||||||||
Stock Option Plan [Member] | Minimum [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Stock option vesting period | 1 year | |||||||||||||||||||||||
Stock Option Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Stock option vesting period | 10 years | |||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of share options granted | 250,000 | 250,000 | 1,672,990 | 608,025 | 884,400 | |||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of share options granted | 236,700 | 100,000 | 663,300 | 150,000 | ||||||||||||||||||||
Exercisable period of stock option | 5 years | 5 years | 5 years | |||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.78 | $ 0.99 | $ 0.65 | |||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.77 | $ 0.58 | $ 0.63 | |||||||||||||||||||||
Expected volatility | 210% | 100% | 192% | |||||||||||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||||||||||||
Risk-free interest rate | 1.54% | 0.88% | 1.68% | |||||||||||||||||||||
Stock price | $ / shares | $ 0.78 | $ 0.8 | $ 0.65 | |||||||||||||||||||||
Expected life | 5 years | 5 years | ||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of share options granted | 240,000 | 150,000 | 150,000 | 250,000 | 350,000 | 73,700 | 73,700 | |||||||||||||||||
Exercisable period of stock option | 5 years | 5 years | ||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.54 | $ 0.9 | ||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.53 | $ 0.86 | ||||||||||||||||||||||
Expected volatility | 201% | 214% | ||||||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||||||||||||
Risk-free interest rate | 1.50% | 2.58% | ||||||||||||||||||||||
Stock price | $ / shares | $ 0.54 | $ 0.87 | ||||||||||||||||||||||
Expected life | 5 years | 5 years | ||||||||||||||||||||||
Employee [Member] | Simbex, LLC [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Number of share options granted | 798,150 | |||||||||||||||||||||||
Director And Employee [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Exercisable period of stock option | 5 years | 5 years | ||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 1.39 | $ 0.86 | ||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.64 | $ 0.59 | ||||||||||||||||||||||
Expected volatility | 190% | 100% | ||||||||||||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||||||||||||
Risk-free interest rate | 1.94% | 0.88% | ||||||||||||||||||||||
Stock price | $ / shares | $ 0.94 | $ 0.8 | ||||||||||||||||||||||
Expected life | 5 years | 5 years | ||||||||||||||||||||||
Officer, Director And Employees [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Exercisable period of stock option | 5 years | |||||||||||||||||||||||
Exercise price of options granted | $ / shares | $ 0.65 | |||||||||||||||||||||||
Fair value of per options estimated on date of grant | $ / shares | $ 0.63 | |||||||||||||||||||||||
Expected volatility | 193% | |||||||||||||||||||||||
Expected dividend yield | 0% | |||||||||||||||||||||||
Risk-free interest rate | 1.38% | |||||||||||||||||||||||
Stock price | $ / shares | $ 0.65 | |||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||
Former owner SDP [Member] | Common Stock [Member] | Class A Common stock [Member] | ||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||
Stock price | $ / shares | $ 0.75 | |||||||||||||||||||||||
Class A Shares exchanged for common shares (in shares) | 143,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of outstanding class A shares to be issued (Details) - CAD ($) | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Stockholders Equity Note [Line Items] | ||
Shares to be issued related to acquisition of SDP | $ 14,371,500 | |
Balance | $ 24,691,533 | $ 13,153,163 |
Common Stock [Member] | ||
Stockholders Equity Note [Line Items] | ||
Balance (in shares) | 53,165,133 | 52,539,162 |
Balance | $ 38,391,371 | $ 38,046,097 |
Common Stock [Member] | Class A Shares to be issued [Member] | ||
Stockholders Equity Note [Line Items] | ||
Shares to be issued related to acquisition of SDP (in shares) | 19,162,000 | |
Stock To Be Issued During Period Shares Acquisitions Price Per Share | $ 0.75 | |
Shares to be issued related to acquisition of SDP | $ 14,371,500 | |
Shares issued related to acquisition of SDP (in shares) | (143,000) | |
Stock Issued During Period Acquisitions Price Per Share | $ 0.75 | |
Shares issued related to acquisition of SDP | $ (107,250) | |
Shares Issued, Price Per Share | $ 0.75 | |
Balance (in shares) | 19,019,000 | |
Balance | $ 14,264,250 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of outstanding stock options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | Feb. 29, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.82 | $ 0.78 | $ 0.27 | $ 0.31 |
Number of options | 5,075,578 | 4,277,032 | 2,793,380 | 1,181,709 |
Number of vested options | 402,503 | 402,503 | ||
Weighted Avg Remaining Life (years) | 4 years 4 months 2 days | 4 years 3 months 18 days | ||
March 28, 2014 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 2.13 | $ 2.13 | ||
Number of options | 5,103 | 5,103 | ||
Number of vested options | 5,103 | 5,103 | ||
Weighted Avg Remaining Life (years) | 1 year 9 months 29 days | 2 years 29 days | ||
September 23, 2019 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.19 | $ 0.19 | ||
Number of options | 28,155 | 56,309 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 2 years 3 months 25 days | 2 years 6 months 25 days | ||
May 29, 2020 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.27 | $ 0.27 | ||
Number of options | 73,700 | 73,700 | ||
Number of vested options | 73,700 | 73,700 | ||
Weighted Avg Remaining Life (years) | 2 years 11 months 26 days | 3 years 3 months | ||
August 18, 2020 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.19 | $ 0.19 | ||
Number of options | 73,700 | 73,700 | ||
Number of vested options | 73,700 | 73,700 | ||
Weighted Avg Remaining Life (years) | 8 years 2 months 19 days | 8 years 5 months 19 days | ||
June 8, 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.99 | $ 0.99 | ||
Number of options | 434,830 | 434,830 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | 4 years 3 months 3 days | ||
June 8, 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.86 | $ 0.86 | ||
Number of options | 1,647,990 | 1,647,990 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | 4 years 3 months 3 days | ||
June 8, 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.86 | $ 0.86 | ||
Number of options | 250,000 | 250,000 | ||
Number of vested options | 250,000 | 250,000 | ||
Weighted Avg Remaining Life (years) | 4 years 3 days | 4 years 3 months 3 days | ||
July 7, 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 1.39 | $ 1.39 | ||
Number of options | 400,000 | 400,000 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 2 months 19 days | 4 years 9 months 7 days | ||
December 6, 2021 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.65 | $ 0.65 | ||
Number of options | 1,185,400 | 1,185,400 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 6 months 7 days | 4 years 9 months 7 days | ||
January 19, 2022 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.65 | $ 0.65 | ||
Number of options | 150,000 | 150,000 | ||
Number of vested options | 0 | 0 | ||
Weighted Avg Remaining Life (years) | 4 years 7 months 20 days | 4 years 10 months 20 days | ||
March 9, 2022 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.54 | |||
Number of options | 240,000 | |||
Number of vested options | 0 | |||
Weighted Avg Remaining Life (years) | 4 years 9 months 10 days | |||
April 13, 2022 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.78 | |||
Number of options | 236,700 | |||
Number of vested options | 0 | |||
Weighted Avg Remaining Life (years) | 4 years 10 months 13 days | |||
April 26, 2022 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price | $ 0.9 | |||
Number of options | 350,000 | |||
Number of vested options | 0 | |||
Weighted Avg Remaining Life (years) | 4 years 10 months 28 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of stock options activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 11, 2021 | Aug. 20, 2021 | May 20, 2021 | Oct. 22, 2020 | Aug. 18, 2020 | May 29, 2020 | May 31, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Stockholders' Equity Note [Abstract] | |||||||||
Number of options outstanding at beginning of period | 4,277,032 | 2,793,380 | 1,181,709 | ||||||
Number of options exercised | (112,617) | (1,492,425) | (28,154) | (28,154) | (1,605,042) | (28,154) | |||
Number of options expired and forfeited | 0 | (1,345,746) | |||||||
Number of options expired | (1,345,746) | ||||||||
Number of options issued | 826,700 | 4,434,440 | 1,639,825 | ||||||
Number of options outstanding at ending of period | 5,075,578 | 4,277,032 | 2,793,380 | ||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ 0.78 | $ 0.27 | $ 0.31 | ||||||
Exercise price of options exercised | 0.01 | 0.23 | 0.19 | ||||||
Exercise price of options exercised and forfeited | 0 | 0 | |||||||
Exercise price of options expired | 0 | ||||||||
Exercise price of options granted | $ 0.86 | $ 0.19 | $ 0.19 | $ 0.19 | $ 0.27 | 0.12 | 0.75 | 0.23 | |
Weighted average exercise price of share options outstanding in share-based payment arrangement at end of period | $ 0.82 | $ 0.78 | $ 0.27 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
May 31, 2022 | Feb. 28, 2022 | Feb. 15, 2022 | Nov. 11, 2021 | May 21, 2021 | Feb. 28, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.47 | $ 0.46 | $ 0.7 | $ 0.01 | ||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.79 | $ 0.79 | ||||
Number of warrants | 11,277,556 | 11,732,373 | 0 | |||
Number of warrants vested | 11,277,556 | 11,732,373 | ||||
Weighted average remaining life | 2 years 1 month 28 days | 2 years 4 months 6 days | ||||
Warrant [Member] | May 21, 2021[Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 41.25 | $ 1.25 | ||||
Number of warrants | 2,121,232 | 2,121,232 | ||||
Number of warrants vested | 2,121,232 | 2,121,232 | ||||
Weighted average remaining life | 6 months 18 days | 9 months 18 days | ||||
Warrant [Member] | May 21, 2021 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.47 | $ 0.47 | ||||
Number of warrants | 421,414 | 876,231 | ||||
Number of warrants vested | 421,414 | 876,231 | ||||
Weighted average remaining life | 6 months 18 days | 9 months 18 days | ||||
Warrant [Member] | May 21, 2021 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.85 | $ 0.85 | ||||
Number of warrants | 243,675 | 243,675 | ||||
Number of warrants vested | 243,675 | 243,675 | ||||
Weighted average remaining life | 6 months 18 days | 9 months 18 days | ||||
Warrant [Member] | November 11, 2021 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.86 | $ 0.86 | ||||
Number of warrants | 199,804 | 199,804 | ||||
Number of warrants vested | 199,804 | 199,804 | ||||
Weighted average remaining life | 1 year 5 months 12 days | 1 year 8 months 12 days | ||||
Warrant [Member] | February 15, 2022 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.55 | $ 0.55 | ||||
Number of warrants | 542,431 | 542,431 | ||||
Number of warrants vested | 542,431 | 542,431 | ||||
Weighted average remaining life | 2 years 8 months 15 days | 2 years 11 months 15 days | ||||
Warrant [Member] | February 15, 2022 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 0.7 | $ 0.7 | ||||
Number of warrants | 7,749,000 | 7,749,000 | ||||
Number of warrants vested | 7,749,000 | 7,749,000 | ||||
Weighted average remaining life | 2 years 8 months 15 days | 2 years 11 months 15 days |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of summary of warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
May 31, 2022 | Feb. 28, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants issued as part of finance deal | 10,070,036 | 10,070,036 |
Number of broker warrants issued as part of finance deal | 1,662,337 | 1,662,337 |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 11,732,373 | 0 |
Weighted Avg. Exercise Price | $ 0.79 | $ 0 |
Number of warrants issued as part of finance deal | 0 | 10,070,036 |
Weighted average exercise price of Warrants issued as part of finance deal | $ 0 | $ 0.7 |
Number of broker warrants issued as part of finance deal | 0 | 1,662,337 |
Weighted average exercise price of Broker Warrants issued as part of finance deal | $ 0 | $ 0.09 |
Broker warrants exercised | (454,817) | |
Number of Warrants | 11,277,556 | 11,732,373 |
Weighted Avg. Exercise Price | $ 0.8 | $ 0.79 |
Related party transactions (Nar
Related party transactions (Narrative) (Details) - CAD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Related Party Transactions [Abstract] | ||
Accounts payable and accrued liabilities due to a director | $ 0 | $ 114,498 |
Related party transactions - S
Related party transactions - Schedule of related party transactions (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Related Party Transactions [Abstract] | ||||
Salaries and short-term benefits | $ 167,656 | $ 22,775 | $ 483,665 | $ 251,145 |
Stock based compensation | 253,748 | 19,087 | 921,577 | 237,714 |
Total | $ 421,404 | $ 41,862 | $ 1,405,242 | $ 488,859 |
Net loss per share - Schedule o
Net loss per share - Schedule of net loss per share (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (3,166,214) | $ (634,598) | $ (4,372,019) | $ (2,667,423) |
Weighted average number of Common and Class A shares | 54,029,902 | 34,995,692 | 43,627,051 | 33,795,132 |
Net loss per share from continuing operations basic | $ (0.06) | $ (0.02) | $ (0.1) | $ (0.08) |
Net loss per share from continuing operations diluted | $ (0.06) | $ (0.02) | $ (0.1) | $ (0.08) |
Operating expenses - (Narrative
Operating expenses - (Narrative) (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
General And Administrative Expenses [Line Items] | ||||
Stock-based compensation | $ 489,089 | $ 19,087 | $ 1,196,361 | $ 237,714 |
Transaction costs including l_3
Transaction costs including legal, financial, audit, US and Canadian regulatory costs - Schedule of transaction costs including legal, audit and US regulatory (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||||
Transaction costs including legal, audit and US regulatory | $ 535,446 | $ 338,675 | $ 3,842,734 | $ 1,643,592 |
Transactions Costs [Member] | ||||
Transaction Costs Including Legal Audit And United States Regulatory [Line Items] | ||||
Consulting and professional fees | 456,092 | 326,392 | 2,715,001 | 1,436,217 |
General expenses | $ 79,354 | $ 12,283 | $ 1,127,733 | $ 207,375 |
Marketable securities (Narrativ
Marketable securities (Narrative) (Details) - CAD ($) | 12 Months Ended | |
Feb. 28, 2022 | Feb. 28, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Proceeds on sale of marketable securities | $ 496,526 | $ 445,101 |
Realized gain on sale of marketable securities | $ 10,107 | $ 0 |
Marketable securities - Schedul
Marketable securities - Schedule of marketable securities (Details) - Level 1 [Member] - CAD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Marketable Securities [Line Items] | ||
Total Fair Value | $ 0 | $ 488,684 |
Callable Shares [Member] | ||
Marketable Securities [Line Items] | ||
Quantity | 0 | |
Average cost | $ 0 | |
Market price/ unit | $ 0 | |
Total Fair Value | $ 0 | 310,529 |
Short term bond ETF [Member] | ||
Marketable Securities [Line Items] | ||
Quantity | 0 | |
Average cost | $ 0 | |
Market price/ unit | $ 0 | |
Total Fair Value | $ 0 | 166,267 |
Publicly traded common shares [Member] | ||
Marketable Securities [Line Items] | ||
Quantity | 0 | |
Average cost | $ 0 | |
Market price/ unit | $ 0 | |
Total Fair Value | $ 0 | $ 11,888 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | ||
May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (1,134,067) | $ (706,866) | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 25.35% | 26.50% | ||
Deferred Tax Liabilities, Net | $ 1,755,889 | $ 0 | ||
Current income tax expense | $ 0 | $ 0 | (12,022) | 0 |
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 9,053,765 | 5,872,904 | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 8,096,327 | $ 8,391,814 |
Income taxes - Schedule of defe
Income taxes - Schedule of deferred income taxes assets and liabilities (Details) - CAD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Income Tax Disclosure [Abstract] | ||
Non capital loss carry forwards | $ 4,481,137 | $ 2,904,627 |
Other temporary differences | 507,758 | 1,732,555 |
Valuation allowance | (4,988,895) | (4,637,182) |
Net deferred income taxes assets and liabilities | $ 0 | $ 0 |
Income taxes - Schedule of net
Income taxes - Schedule of net loss before income taxes (Details) - CAD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 11, 2022 | May 31, 2022 | May 31, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Net loss before income taxes | $ (3,255,653) | $ (3,225,194) | $ (634,598) | $ (4,473,636) | $ (2,667,423) |
Expected income tax recovery | $ (1,134,067) | $ (706,866) | |||
Expected income tax recovery, percentage | 25.35% | 26.50% | |||
Tax rate changes and other adjustments | $ 1,287,727 | $ 354,687 | |||
Tax rate changes and other adjustments, percentage | (28.78%) | (13.30%) | |||
Shares based compensation and non-deductible expenses | $ 1,508,951 | $ 62,994 | |||
Shares based compensation and non-deductible expenses, percentage | (33.73%) | (2.36%) | |||
Change in tax benefits not recognized | $ (1,764,228) | $ 289,185 | |||
Change in tax benefits not recognized, percentage | 39.44% | (10.84%) | |||
Income tax (recovery) expense | $ (101,617) | $ 0 | |||
Income tax (recovery) expense, percentage | 2.27% | 0% | |||
Current tax expense | 0 | 0 | $ 12,022 | $ 0 | |
Deferred income tax recovery | $ (58,980) | $ 0 | (113,639) | 0 | |
Income tax expense | $ 0 | $ 0 |
Subsequent events (Narrative) (
Subsequent events (Narrative) (Details) - USD ($) | 1 Months Ended | ||||
Jun. 09, 2022 | Jun. 07, 2022 | May 06, 2022 | Mar. 11, 2022 | Mar. 18, 2022 | |
Subsequent Event Line Items | |||||
Conversion of stock, description | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global ("Salona Global Class "A" Shares ") on a one for one basis. | ||||
Zisholz [Member] | |||||
Subsequent Event Line Items | |||||
Restriction on holding number of common shares | 500,000 | ||||
Common Class B [Member] | Zisholz [Member] | |||||
Subsequent Event Line Items | |||||
Number of shares acquired on closing | 1,300,000 | ||||
Number of common shares acquired per quarter | 125,000 | ||||
Number of maximum units issued | 4,000,000 | ||||
Conversion of stock, description | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. | ||||
Subsequent event [Member] | |||||
Subsequent Event Line Items | |||||
Number of warrants exercised | 454,817 | ||||
Subsequent event [Member] | Common Class B [Member] | Zisholz [Member] | |||||
Subsequent Event Line Items | |||||
Number of shares acquired on closing | 1,300,000 | 1,300,000 | |||
Number of common shares acquired per quarter | 125,000 | 125,000 | |||
Number of maximum units issued | 4,000,000 | 4,000,000 | |||
Conversion of stock, description | The Class B Units will be non-voting, non-participating units of the Salona Global Buyer that will be exchangeable into Class "A" non-voting Common Shares of Salona Global (" Salona Global Class 'A' Shares ") on a one for one basis. | ||||
Restriction on holding number of common shares | 500,000 | ||||
Plastics Business [Member] | Subsequent event [Member] | |||||
Subsequent Event Line Items | |||||
Business acquisition, revenue of business | $ 5,000,000 | ||||
Business acquisition, gross margins | 40% | ||||
Business acquisition, consideration transferred | $ 6,500,000 | ||||
Business acquisition, description of acquired entity | According to the non-binding agreement, Salona Global would pay US$6,500,000 or just over 1.2 times annual revenues, made up of an initial cash payment of US$3,000,000 and the issuance of up to 1,600,000 shares on closing, and US$2,500,000 in deferred payments upon performance. | ||||
Business acquisition, initial cash payment | $ 3,000,000 | ||||
Number of common stock issued as consideration | 1,600,000 | ||||
Business acquisition, deferred payments | $ 2,500,000 | ||||
Physical Therapy Medical and Equipment Business [Member] | Subsequent event [Member] | |||||
Subsequent Event Line Items | |||||
Business acquisition, revenue of business | $ 14,000,000 | ||||
Business acquisition, gross margins | 35% | ||||
Business acquisition, consideration transferred | $ 1,400,000 | ||||
Business acquisition, description of acquired entity | According to the non-binding agreement, Salona Global would pay US$14,00,000 or one (1) times annual revenues, made up of an initial cash payment of US$9,000,000 on closing and the issuance of up to 3,300,000 shares* and US$3,000,000 in a subordinated note. | ||||
Business acquisition, initial cash payment | $ 9,000,000 | ||||
Number of common stock issued as consideration | 3,300,000 | ||||
Subordinated debt | $ 3,000,000 |